CryptoPunks
Cart (0)
© 03 Jul 2024 10:04:16 am


SUPER PUNK WORLD / NFT LICENSE

This license agreement (this "NFT License Agreement") sets forth the terms of the agreement between Yuga Labs, Inc. (“Yuga Labs”), a Delaware corporation, and Nina Chanel Abney Studio, Inc. ("NCA Studio") (together with Yuga Labs, “we” or “us”), on the one hand, and each holder of a SPW NFT (as defined below) (“you”), on the other hand, and governs the parties’ respective rights and obligations with respect to SPW NFTs and the Characters (as defined below).

“SPW NFT” means each non-fungible token minted by a smart contract deployed to the Ethereum blockchain at address 0x0000000000003f07248DDFb9821770a8200EF77d, or one or more other smart contracts (including any replacement, upgraded or successor smart contract) we may designate from time to time in its sole discretion (each, a “SPW Smart Contract”) that is part of the CryptoPunk-related NFT collection entitled Super Punk World (the "Super Punk World Collection") created by the artist Nina Chanel Abney (the “Artist”) in collaboration with Yuga Labs and featuring artwork images respectively depicting characters created by the Artist (each artwork image, a “Character”).

NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER:

BY ENGAGING WITH THE SPW SMART CONTRACT AND/OR BEING A HOLDER OF A SPW NFT, YOU ARE ACCEPTING THESE TERMS AND ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, YOU HAVE NO RIGHT TO USE FOR PERSONAL OR COMMERCIAL PURPOSES ANY CHARACTER. PLEASE REVIEW CAREFULLY SECTION 10 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 10 WILL NOT APPLY TO YOU, BUT THE PROVISIONS OF SECTION 12 (GOVERNING LAW AND FORUM CHOICE) AND RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.

YOU ALSO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASSACTION LAWSUIT OR CLASS WIDE ARBITRATION.

1. OWNERSHIP.

a. You Own Your SPW NFT. When you own a digital wallet that holds a SPW NFT, as recorded by the applicable SPW Smart Contract, you are granted the exclusive right to hold, sell, transfer, and execute blockchain transactions with respect to that SPW NFT (“Your SPW NFT”). Except for the SPW NFTs we ourselves own, we have no right or ability to seize, freeze, or otherwise modify the ownership of any SPW NFT without your authorization.

b. We Own the Character & the IP (and License It to You). We own all rights, title, and interest in and to each Character and all copyrights, trademarks, and other intellectual property rights in each Character and each SPW NFT (collectively, the “Collection IP”). However, we grant you the Non-Commercial License (as defined below) with respect to the Character associated with Your SPW NFT (“Your Character”) for as long as you hold Your SPW NFT.

c. Utility. From time to time, you may be offered utility, benefits, or entitlements associated with Your SPW NFT (collectively, “Utility”), which Utility may be subject to other terms and conditions. This NFT License Agreement does not confer any Utility, and we make no assurances that any Utility will be provided in the future. We will not be responsible in any manner for any Utility offered, or proposed to be offered by, any third party.

2. LICENSE.

a. Grant of Non-Commercial License. Subject to your acceptance of, and compliance with, this NFT License Agreement, upon your lawful acquisition of Your SPW NFT and for so long as you continue to hold Your SPW NFT (as such dates are recorded by the SPW Smart Contract) (the “Non-Commercial License Term”), we grant to you a non-exclusive, universe-wide, royalty-free, license to use, copy, and display (but without any right to sublicense) Your Character solely for your own personal, non-commercial use (the “Non-Commercial License”), including:

(i) for home display, display in a virtual gallery, or as a social media avatar;

(ii) to create a reasonable number of back-up copies, each to be retained only for so long as you own the associated SPW NFT;

(iii) as part of any of our websites or applications, or the websites or applications of a third party approved by us (in our sole discretion) that permits the inclusion, involvement, or participation of Your SPW NFT; and

(iv) for inclusion and exhibition in any public or private art exhibition (or any comparable context), whether organized by you or by any third party such as a museum or gallery, by means of a Qualifying Display Device installed on site if the exhibition is presented in a physical space, or, if the exhibition is presented solely online or by other purely digital means, display and exhibition in a reasonably comparable manner.

With respect to each of the foregoing, to the extent that you have input in, or control over, the display of the name or title applicable to your SPW NFT or Your Character, you must only refer to your SPW NFT or Your Character as “Super Punk World NFT #” or “SPW NFT #”, in each case, with the digits following the pound symbol being the SPW NFT token ID that is applicable to your SPW NFT and Your Character as designated by the SPW Smart Contract. As used herein, a “Qualifying Display Device” means a video monitor, projector, or other physical display device sufficient to display the Character as a work of art by the Artist in a resolution and manner that does not distort, degrade, or otherwise materially alter the original Character.

b. Restrictions and Reservations.

(i) The Non-Commercial License does not include or grant to you any rights in or to any trademarks, trade names, or tradenames depicted by the Character or otherwise associated with the SPW NFTs, including, but not limited to, (A) Yuga Labs’ trade names, brands, trade dress, or trademarks (e.g., “YUGA LABS” “CRYPTOPUNKS”, “PUNKS”, ETC. ), all of which are expressly reserved to Yuga Labs (collectively, “Yuga Marks”), (B) the Artist's and/or the NCA Studio's trade names, brands, trade dress, or trademarks (e.g., “NINA CHANEL ABNEY”), all of which are expressly reserved to Artist (collectively, “Artist Marks”) or (C) any other trade names, brands, trade dress, or trademarks either shared jointly by Yuga Labs and the Artist ("SUPER PUNK WORLD", "SPWS") or owned by third parties and licensed to or authorized by us, all of which are expressly reserved to their respective owners (“Licensed Marks”); provided, however, that the Non-Commercial License also includes the limited, non-exclusive right to make use of the Artist's name solely to the extent required to enable you to provide artistic attribution to the Artist in connection with Your Character, in your exercise of the rights granted to you pursuant to the Non-Commercial License. Any right, title, goodwill or interest in or relating to any Yuga Mark, Artist Mark, or Licensed Mark that may come into existence during the term of this NFT License Agreement in connection with and/or as the result of your use of the Your Character and/or Your SPW NFT shall immediately and automatically vest in us (or the applicable third-party owner); and you agree to execute any and all documents we reasonably requested to evidence the applicable owner's right, title or interest to the same, or to transfer to such any beneficial or legal right, title or interest that has been acquired (or claimed to be acquired) by you hereunder.

(ii) Your Character may not be materially altered or changed, and must be faithfully displayed and reproduced in the form originally created by the Artist and minted as part of Your SPW NFT. The rights granted to you pursuant to the Non-Commercial License only apply to Your Character in this original form, and do not apply to, and may not be exercised in connection with, any version of Your Character that has been materially altered or changed.

(iii) You may not reproduce, display, use, or exploit Your Character in any manner other than as expressly permitted by the Non-Commercial License. In particular, without limitation, the Non-Commercial License does not include any right to reproduce, display, use, or exploit Your Character for any of the following purposes or usages:

  • to create any derivative work based on Your Character;
  • to reproduce Your Character for merchandising purposes (e.g., to produce goods offered for sale or given away as premiums or for promotional purposes), including both physical goods and digital goods (such as other NFTs);
  • to make use of Your Character as a logo, trademark, service mark, or in any similar manner (other than personal use as your personally identifying profile image, avatar, or graphic, as expressly permitted herein);
  • to make use of Your Character to promote or advertise any brand, product, product line, or service;
  • any other use of Your Character for your commercial benefit or the commercial benefit of any third party (other than resale of Your Character, as expressly permitted herein);
  • use for any political purpose or to promote any political or other cause;
  • in a manner that expresses hate or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability, or that otherwise can reasonably be deemed offensive or hateful; or
  • in a manner that violates applicable law.

    (iv) We and the Artist each reserve the right to reproduce Your Character for our and/or the Artist’s (respective) customary artistic and professional purposes (including, without limitation, use in books, publications, materials, websites, social media, and exhibitions dealing with our or the Artist’s creative endeavors, and to register any or all of our and/or the Artist’s intellectual property or similar rights.

    (v) All rights in each Character and each SPW NFT not expressly granted herein are reserved to us and the Artist.

    c. Disputes Among Holders. We will have no obligation to resolve or support the resolution of dispute that may arise between SPW NFT holders.mag

3. RESALE ROYALTY.

With respect to any resale of Your SPW NFT, we will be entitled to receive an amount equal to six percent (6.0%) of the amount paid by the purchaser (the “Resale Royalty”). By way of illustration, if Your SPW NFT is subsequently resold for 1.0 ETH, the total Resale Royalty due will be 0.06 ETH. The Resale Royalty is intended to be deducted and paid pursuant to the SPW Smart Contract whenever Your SPW NFT is resold after the initial sale. However, if for any reason the full amount due as the Resale Royalty is not deducted and paid (for example, if some or all of the applicable purchase price is paid outside the blockchain), in addition to any other available remedies, we will be entitled (i) to recover the full unpaid amount of the Resale Royalty along with any attorneys’ fees and other costs reasonably incurred to enable such recovery; (ii) to terminate and suspend the Non-Commercial License until full payment is received; and (iii) to obtain injunctive or other equitable relief in any applicable jurisdiction.

4. TRANSFERS.

a. No Decoupling. Except as expressly provided herein, ownership of a SPW NFT and the applicable Non-Commercial License are not separable in any way. You may not engage in any transaction or activity that purports to decouple the applicable Non-Commercial License from your ownership of Your SPW NFT.

b. Termination of License. The rights granted pursuant to the Non-Commercial License are granted to you with respect to each SPW NFT only for so long as you remain the legal owner of the such SPW NFT. If and when you sell, swap, donate, gift, give away, “burn,” or otherwise cease to own a SPW NFT for any reason, your right to exercise the Non-Commercial License will immediately and automatically terminate. When the Artwork is legally transferred to a new owner, as recorded on the applicable blockchain, the new owner will thereafter be entitled to exercise the Non-Commercial License, and references to “you” herein will thereafter be deemed to refer to the new owner.

5. YOUR REPRESENTATIONS & WARRANTIES. You represent, warrant and covenant that you:

a. are over the age of majority in the jurisdiction in which you reside, and have the legal capacity to enter into and comply with the terms of this NFT License Agreement;

b.will only use and interact with Your SPW NFT and Your Character in accordance with this NFT License Agreement;

c. will comply with all applicable law in the exercise of your rights and obligations under this NFT License Agreement and will not violate any right of ours, our licensors, or any third party;

d. are not, and will not, knowingly execute a transaction involving a SPW NFT with any person who is: (i) a restricted person (i.e., a person or entity (A) residing in, or citizen(s) of, located in, incorporated in, or have a registered office in any Restricted Territory (as defined below); or (B) listed on the OFAC Specially Designated Nationals, Blocked Person List, or any other consolidated prohibited persons list as determined by any applicable governmental authority (each such person or entity, a “Restricted Person”)), and (ii) is not otherwise barred from transacting under this NFT License Agreement or applicable law; and

e. will not knowingly execute a transaction involving a SPW NFT for any unlawful purpose or any purpose that violates the terms of this NFT License Agreement. For the purposes of this NFT License Agreement, “Restricted Territory” means any state, country, or other jurisdiction that is designated by the U.S. Secretary of State as a country supporting international terrorism, or to which U.S. nationals cannot lawfully engage in transactions as designated by the Office of Foreign Assets Control (“OFAC”), including Cuba, Iran, Democratic People’s Republic of Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine. Without limiting the foregoing, we reserve the right, at any time, in our sole discretion, and without notice, to block transactions involving a SPW NFT from certain users, Holders, IP addresses or unique device identifiers.

6. WARRANTY DISCLAIMERS.

a. EACH SPW NFT AND EACH CHARACTER IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

b. EACH SPW NFT IS AN INTANGIBLE DIGITAL ASSET THAT EXISTS ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ETHEREUM BLOCKCHAIN. ANY TRANSFER OF OWNERSHIP THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM BLOCKCHAIN, WHICH WE DO NOT CONTROL

c. WE WILL NOT BE RESPONSIBLE OR LIABLE TO HOLDER FOR ANY LOSS IN CONNECTION WITH ANY SPW NFT OR CHARACTERAND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO HOLDER FOR, ANY USE OF OR INABILITY TO USE ANY SPW NFT OR ART, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE OR HARDWARE; (III) DATA LOSS OR CORRUPTION; (IV) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS OR WALLETS; (V) UNAUTHORIZED ACCESS TO ANY SPW NFT OR ART; OR (VI) THE ACTS OR OMISSIONS OF ANY THIRD PARTY.

d. WE WILL NOT BE RESPONSIBLE TO ANY HOLDER FOR ANY LOSS IN CONNECTION WITH ANY SUCH REPLACEMENT OR UPGRADE OF A SPW NFT SMART CONTRACT, OR IF NO REPLACEMENT OR UPGRADE OCCURS.

e. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONSUMER CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

7. ASSUMPTION OF RISK. Holder accepts and acknowledges all risks associated with the following:

a. While we strongly encourage transparency, communication, and research prior to acquiring a SPW NFT, including to understand what previous and existing uses have been made of the SPW NFT and Character and how those uses may affect value, any purchase of a SPW NFT is at the purchaser’s own risk. We are not responsible for verifying or providing information on how a SPW NFT or its Character have been exploited. Additional documentation from the applicable owner of the SPW NFT in question may be necessary or prudent.

b. We are not responsible for determining or paying any taxes that apply to your purchase, sale, or transfer of rights in any SPW NFT. As between the parties, you are solely responsible for determining what, if any, taxes apply to such transactions.

c. Transactions involving SPW NFTs and Character rely on third-party or decentralized platforms, systems, or marketplaces. We do not maintain, control, or assume any obligations with respect to such platforms, systems, or marketplaces. To the extent that we provide links or access to third-party platforms, sites, or other resources, it does so only as a convenience and is not responsible for the content, products, or services on or available from those third parties or through any content displayed thereon.

d. You acknowledge and accept that:

  • The prices of blockchain assets, including NFTs, are extremely volatile and unpredictable as the result of technological, social, market, subjective, and other factors and forces that are not within our or the Artist’s control.
  • Digital assets such as NFTs may have little or no inherent or intrinsic value.
  • Fluctuations in the pricing or markets of digital assets such as NFTs could materially and adversely affect the value of Your SPW NFT, which may be subject to significant price volatility.
  • Providing information and conducting business over the Internet and via related technological means with respect to cryptocurrencies and digital assets such as NFTs entails substantial inherent security risks that are or may be unavoidable.
  • Due to the aforementioned risks factors and other factors that cannot be predicted or controlled, there is no assurance that Your SPW NFT will retain its current value or attain any future value.

8. INDEMNITY. You shall defend, indemnify, and hold us and the Artist, our and the Artist's respective licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees, and agents (the “Indemnified Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, expenses, and other similar results or occurrences (including attorneys’ fees) that directly or indirectly arise from, or are related to or in connection with, any claim, suit, action, demand, or proceeding or other similar occurrence, process, or activity that is initiated, made, brought, or financed by a third party (including any person who accesses or transacts using any SPW NFT or Character, whether or not such person personally purchased a SPW NFT) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of, related to, or in connection with: (a) your access to or use of any NFT marketplace or third-party services or products; (b) your breach or alleged breach of this NFT License Agreement; (c) your exercise or attempted exercise of the Non-Commercial License; or (d) your actual or alleged violation of applicable law. Counsel to be used in the defense of such claim must be approved by us in writing prior to retention of such counsel and, upon our request, you will allow us to participate in the defense of any such claims. You will not enter into any settlement or compromise of any claim or litigation or that includes an admission of liability without our prior written consent.

9. LIMITATION OF LIABILITY.

a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO INDEMNIFIED PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES,OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY SPW NFT OR ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL ANY INDEMNIFIED PARTY’S CUMULATIVE LIABILITY HEREUNDER FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED $100.

b. BY PURCHASING OR OWNING A SPW NFT, YOU ACKNOWLEDGE THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

10. DISPUTE RESOLUTION.

a. Mandatory Arbitration of Disputes. Any dispute, claim, or controversy arising out of or relating to this NFT License Agreement or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the SPW NFT or Character (“Dispute”) must be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. Each party waives the right to a trial in court and/or by a jury. This arbitration provision shall survive any termination of the Non-Commercial License or this NFT License Agreement.

b. Exceptions. As limited exceptions to Section 10(a) above: (i) the parties may seek to resolve a Dispute in small claims court if it qualifies; (ii) each party retains the right to seek injunctive or other equitable relief from a court as authorized in Section 12 solely to prevent (or enjoin) the infringement or misappropriation of its intellectual property rights; (iii) we each may bring an action in a court as authorized in Section 12 for temporary injunctive relief until an arbitrator has been empaneled and can determine whether to continue, terminate or modify such relief; and (iv) either party may move to compel arbitration pursuant to this Section 10 or to enforce an arbitral award issued hereunder, in a court as authorized in Section 12 or in any other court of competent jurisdiction.

c. Arbitration Procedures and Fees. You and we agree that JAMS ("JAMS") will administer the arbitration under its Streamlined Rules in effect at the time arbitration is sought ("JAMS Rules"). Those rules are available at www.jamsadr.com. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator in accordance with those rules. You and we further agree that, unless and only to the extent prohibited under JAMS Rules, the arbitration will be held in New York, New York, or, at your election, will be conducted telephonically or via other remote electronic means. The JAMS Rules will govern payment of all arbitration fees. The arbitrator shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit and that are not waivable under applicable law. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules (or JAMS Comprehensive Rules, as applicable per below), and we will not seek to recover the administration and arbitrator fees we are responsible for paying unless the arbitrator finds your Dispute is frivolous.

d. Proceedings Requiring Three Arbitrators. Notwithstanding any language to the contrary in Section 10(c), if a party either seeks a monetary award in excess of one million dollars ($1,000,000) or seeks an equitable form of relief that would significantly impact other our users, in each case as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators and take place pursuant to the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Comprehensive Rules”). Each party shall select one neutral arbitrator, with the third neutral arbitrator selected in accordance with the JAMS Comprehensive Rules. That third arbitrator shall serve as chair of the arbitral panel and must be a retired judge with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section 10(d) shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or through the JAMS selection process – participate in the arbitral panel. You and we agree that any award issued by a three-arbitrator panel may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election.

e. Batch Arbitration. To increase efficiency of resolution, in the event 25 or more similar arbitration demands against us, presented by or with the assistance of the same law firm or organization, are submitted to JAMS in accordance with the rules described above within a 30-day period, JAMS shall consolidate those arbitrations as contemplated in the JAMS Rules by (a) grouping the arbitration demands into batches of no more than 25 demands per batch (plus, to the extent there are fewer than 25 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (b) providing for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. For avoidance of doubt, consolidation does not require that all arbitrations in a single batch be decided the same, nor does it impair your right to present any evidence or argument that you think particular to your case, so long as consistent with JAMS Rules. You agree to cooperate in good faith with us and JAMS to implement such a batch approach to resolution and fees.

f. Class Action and Collective Arbitration Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR YUGA LABS SHALL BE ENTITLED: TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES; TO PARTICIPATE IN ANY GROUP, CLASS, COLLECTIVE OR MASS ARBITRATION OR LITIGATION; TO ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY; OR OTHERWISE TO SEEK TO RECOVER FOR LOSSES INCURRED BY A THIRD PARTY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THESE TERMS, IN THE EVENT ALL OR ANY PORTION OF SECTIONS 10(D), (E) OR (F) OF THIS SECTION 10 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) ARE FOUND TO BE INVALID OR LESS THAN FULLY ENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION 10 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) MAY BE DEEMED VOID AND AS HAVING NO EFFECT UPON EITHER PARTY'S ELECTION.

11. AMENDMENTS. We reserve the right to clarify and/or amend this NFT License Agreement by publicly publishing a new version of them on any website associated or providing information with respect to the Super Punk World Collection.

12. GOVERNING LAW AND FORUM CHOICE. This NFT License Agreement and any action related thereto will be governed by the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 10 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined above) will be the state and federal courts located in the State and County of New York, and you and we each waive any objection to jurisdiction and venue in such courts.

13. MISCELLANEOUS.

a. The Non-Commercial License applies only to the SPW NFT on the blockchain that we, in our sole discretion, may designate as the blockchain on which the Super Punk World Collection resides, which designation shall apply retroactively. Thus, for example, if a fork or other event purports to result in duplicate SPW NFTs, only the non-fungible token recorded on the blockchain designated by us will be eligible to receive the benefit of the Non-Commercial License. Any license purportedly granted hereunder to the owner of a non-fungible token recorded on a blockchain not designated by us is void ab initio.

b. This NFT License Agreement will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.

c. The parties hereby acknowledge and agree that the Artist is intended to be, and shall be, a third-party beneficiary of this Agreement, with a separate right to enforce against either party any and all rights afforded to the Artist hereunder.

d. This NFT License Agreement constitute the entire agreement, and supersede any and all prior or contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of this NFT License Agreement, all of which are hereby merged into this NFT License Agreement. Without limitation, the terms of any other document, publication, course of dealing, or course of trade will not modify this NFT License Agreement, except as expressly otherwise provided herein or as the parties may expressly agree in writing.

e. Failure to promptly enforce a provision of this NFT License Agreement or any rights related to the SPW NFT or Character will not be construed as a waiver of such provision or rights.

f. Nothing contained in this NFT License Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither party is, by virtue of this NFT License Agreement or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party. Nothing contained in this NFT License Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever.

g. The parties shall execute and deliver to the other party any and all such other instruments in reasonable mutually acceptable form and substance and shall take any and all such other actions as may be reasonably necessary to carry the intent of this NFT License Agreement into full force and effect.

h. If any provision of this NFT License Agreement should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the arbitrator, court, or other government body is authorized to reform each provision to the minimum extent necessary to render it valid and enforceable in conformity with the original parties’ intent as manifested herein.

i. The headings to sections of this NFT License Agreement are for convenience or reference only and do not form a part of this NFT License Agreement and will not in any way affect its interpretation.

j. Neither party will be afforded or denied preference in the construction of this NFT License Agreement, whether by virtue of being the drafter or otherwise.

k. For purposes of this NFT License Agreement, the words and phrases “include,” “includes,” “including,” and “such as” are deemed to be followed by the words “without limitation”.

l. Holder may give notice to us by contacting us at legal@yugalabs.io. Notice is effective upon receipt.

m. The parties have agreed to contract electronically and, accordingly, electronic signatures or any other forms of acceptance permitted by law, will be given the same effect and weight as original signatures.