ApeFest
ApeFest Terms and Conditions
Last Updated: June 24, 2024
Please read these Terms of Use (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your (a) access and use of the Site, (b) purchase of Tickets, (c) attendance to ApeFest, and (d) purchase and sale of Merchandise (collectively, the “Services”).
As used in these Terms, (a) “Site” means the website located at https://apefest.com/ and the content accessible therein; (b) “ApeFest” means the event organized by Yuga Labs, which will take place from October 18 to October 20, 2024, in Lisbon, Portugal; (c) “Ticket” means a ticket to ApeFest issued by Yuga Labs via the tokenproof App; (d) “Yuga Labs” “we,” “our,” or “us” means Yuga Labs, Inc., a Delaware corporation, “Merchandise” means physical goods sold to you via the Site or at ApeFest; and (e) “tokenproof App” means the tokenproof mobile application provided by Tokenproof Inc., a Delaware corporation.
Please read these Terms carefully. By using any of the Services, you agree to be bound by these Terms. If you do not want to be bound by these Terms, you may not access or use our Services. Except as otherwise provided herein, anything you purchase from us is non-refundable.
NOTICE ON PROHIBITED USE – RESTRICTED PERSONS: THE SERVICES ARE NOT OFFERED TO AND MAY NOT BE USED BY PERSONS OR ENTITIES WHO: (A) RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY, AS DEFINED BELOW; OR (B) LISTED ON THE OFAC SPECIALLY DESIGNATED NATIONALS, BLOCKED PERSONS LIST, OR ANY OTHER CONSOLIDATED PROHIBITED PERSONS LIST AS DETERMINED BY ANY APPLICABLE GOVERNMENTAL AUTHORITY (EACH SUCH PERSON OR ENTITY, A “RESTRICTED PERSON”).
WE DO NOT MAKE EXCEPTIONS. THEREFORE, IF YOU ARE A RESTRICTED PERSON, YOU ARE NOT PERMITTED TO, AND DO NOT ATTEMPT TO, USE THE INTERFACE OR ANY RELATED SERVICES. USE OF A SCHEME OR MEAN (E.G., A VIRTUAL PRIVATE NETWORK), WHETHER DIRECT OR INDIRECT, THAT IS INTENDED OR REASONABLY LIKELY TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 12 (“DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS”) 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 12 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 11 (GOVERNING LAW AND FORUM CHOICE) OR RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.
Site.
Privacy Policy. Please review our Privacy Policy, which also governs your use of the Site and is incorporated by reference herein, for information on how we (or our third party representatives, service providers, or affiliates) collect, use, and share your information.
Links to Third Party Websites or Resources. The Site may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
Who May Use the Site? You may use the Site only if you are at least 18 years old, capable of forming a binding contract with Yuga Labs, and not otherwise barred from using the Site under applicable law.
General Prohibitions. You agree not to do any of the following:
Use, display, mirror, or frame the Site or any individual element within the Site, Yuga Labs’ name, any Yuga Labs trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without Yuga Labs’ express written consent;
Access, tamper with, or use non-public areas of the Site, Yuga Labs’ computer systems, or the technical delivery systems of Yuga Labs’ providers;
Attempt to or actually probe, scan, or test in any way the vulnerability (or lack of vulnerability) of any system or network (collectively, “Systems”), or breach any security or authentication measures, available or accessible through, or related to, the Site;
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent, in any way, any measure implemented by Yuga Labs or any of Yuga Labs’ providers or any other third party (including another user) to protect the Site or any element thereof;
Attempt to or actually access or search the Site, or download content (or any element thereof) from the Site, using any engine, software, tool, agent, device, or other mechanism (including spiders, robots, crawlers, data mining tools or the like) or modality other than the software and/or search agents expressly provided by Yuga Labs or other generally available third-party web browsers;
Access or use the Site, or any portion or element thereof, for any commercial purpose or for the benefit of any third party, or in any other manner not permitted by these Terms;
Attempt or actually to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Site, or any element thereof, or any of the Systems;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site or any Systems;
Impersonate or misrepresent your affiliation with any person or entity, including but not limited to Yuga Labs or any representative or agent thereof;
Violate any applicable law or regulation; or
Directly or indirectly encourage or enable any other individual to do any of the foregoing.
Yuga Labs is not obligated to monitor access to or use of the Site or to review or edit any Site content. However, we have the right to do so for the purpose of operating the Site, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Site. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Claim and Purchase of Tickets.
General Ticket Terms.
By claiming a Ticket, (i) you represent and warrant that you are (A) at least 18 years old and capable of forming a binding contract with Yuga Labs, and (B) the lawful owner of a BAYC or MAYC non-fungible token (“NFT”); and (ii) you agree to confirm ownership of your BAYC or MAYC NFT through the tokenproof App. Subject to availability, you are limited to claiming one (1) Ticket, regardless of the number of BAYC and MAYC NFTs that you own. You may also purchase one (1) Guest Ticket in accordance with Section 2(a)(iii) below, regardless of the number of BAYC and MAYC NFTs that you own.
Tickets are free to claim for lawful owners of BAYC and MAYC NFTs. In order to claim a Ticket, you will be required to place a deposit of One Hundred Sixty Nine US Dollars ($169.00) at the time of claim (the “ApeFest Deposit”). If you are a verified ApeFest attendee by scanning your Ticket at ApeFest, we will return the ApeFest Deposit to you within ninety (90) days after the last day of ApeFest via the same method of payment as your claim and/or purchase.
Lawful owners of BAYC and MAYC NFTs are able to purchase one (1) additional Ticket for their guests (“Guest Tickets”) for One Hundred Sixty Nine US Dollars ($169.00). Guest Tickets are subject to all of the Terms set forth herein. For the avoidance of doubt, the fee for purchasing the Guest Ticket will not be returned to you unless you submit a cancellation request in accordance with Section 2(d) below.
Availability. Tickets and Guest Tickets are limited and subject to availability. Furthermore, Tickets claims and Guest Ticket purchases are available only during times as we determine at our sole discretion. We reserve the right to terminate the Ticket claim and Guest Ticket sale at any time in our sole discretion. We do not guarantee that you will be able to claim a Ticket or purchase a Guest Ticket.
No Transfers. TICKETS AND GUEST TICKETS CANNOT BE SOLD OR TRANSFERRED. Each Ticket and Guest Ticket is associated with a wallet confirmed using the tokenproof App to hold a BAYC or MAYC NFT. YOU MUST HOLD A BAYC OR MAYC NFT IN THE VERIFIED WALLET ASSOCIATED WITH YOUR TICKET AND/OR GUEST TICKET AT THE TIME THAT YOU SCAN YOUR TICKET TO ATTEND APEFEST, AND SUCH NFT CANNOT BE “STAKED,” COLLATERALIZED, OR OTHERWISE LOCKED ON ANY PLATFORM OR PROTOCOL. FAILURE TO COMPLY WITH THIS SECTION 2(C) WILL INVALIDATE THE TICKET AND YOU WILL NOT BE ABLE TO ATTEND APEFEST.
Cancellations. If you wish to cancel your Ticket and/or Guest Ticket, you must do so by completing the form available at https://apefest.tokenproof.xyz/cancel before 11:59 PM Eastern Time on September 17, 2024. We will not be able to honor or process cancellation requests that are received after this time.
No Refunds or Rain Checks. Upon expiration of the Cancellation Window, Ticket claims and Guest Ticket purchases are no longer eligible to cancellation or to receive a refund or exchange. Tickets may not be used for subsequent ApeFest events.
Use of the tokenproof App. Your use of the tokenproof App is subject and governed by tokenproof’s terms of service and privacy policy, to which Yuga Labs is not a party. You are solely responsible for complying with the terms applicable to your use of the tokenproof App. YUGA LABS IS NOT RESPONSIBLE FOR THE TOKENPROOF APP. AS BETWEEN YOU AND YUGA LABS, YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OR ATTEMPT TO USE THE TOKENPROOF APP, INCLUDING, WITHOUT LIMITATION, ANY THEFT, LOSS, DESTRUCTION, ALTERATION OR OTHER IMPAIRMENT OR ADVERSE IMPACT WITH RESPECT TO ANY DIGITAL ASSETS CONTAINED IN ANY WALLET CONNECTED TO OR VERIFIED BY THE TOKENPROOF APP.
Additional Ticket Terms. Tickets, and attendance at ApeFest generally, may be subject to additional Terms and Conditions provided to you by Yuga Labs, including terms that are displayed at ApeFest.
Attendance to ApeFest.
Admission and Attendance. To be admitted to ApeFest, you will be required to scan your Ticket (as displayed in the tokenproof App) at the venue entrance. You acknowledge that additional terms and restrictions imposed by Yuga Labs or the venue operator may apply to your attendance at ApeFest. By attending ApeFest, you acknowledge that the venue is subject to video monitoring and you agree to be recorded for security purposes. By attending ApeFest, you represent and warrant to us that you are 18 years or older.
Photography and Videography. By attending ApeFest, you hereby grant to Yuga Labs and its affiliates, employees, contractors and agents, an irrevocable, worldwide, perpetual, royalty-free right, consent and permission to: (i) take photos of you and/or make audiovisual recordings or films of you (collectively, “Photos and Recordings”) during your attendance at ApeFest; and (ii) use your likeness, image, voice, and/or any other likeness of you contained in the Photos and Recordings (your “Appearance”) in all forms and media now known or hereinafter devised, solely as part of or in connection with the Photos and Recordings; in each case for purposes of advertising, promoting and marketing ApeFest or any other event organized by Yuga Labs or its affiliates, including on Yuga Labs’ websites and social media accounts, and materials displayed on the ApeFest’s (or any such other event’s) venue(s). You acknowledge and agree that Yuga Labs has sole discretion in determining what such Photos and Recordings look like and consist of, and that you will not receive any compensation for use of the Photos and Recordings or your Appearance as contemplated in these Terms. You further acknowledge and agree that Yuga Labs (a) owns all rights, title and interest in and to the Photos and Recordings, including all intellectual property rights therein, and (b) is under no obligation to use the Photos and Recordings or your Appearance. You irrevocably waive any right that you may have to inspect and/or approve the Photos and Recordings that use your Appearance as contemplated in these Terms. You understand that your Appearance may be retouched, cropped, edited and/or otherwise modified in our sole discretion.
Release and Waiver of Liability. In addition to Section 8, by attending ApeFest:
You understand, agree to, and accept the danger of personal injury or death that may result from attendance to ApeFest, including but not limited to falling, tripping, exposure to loud noises and lights, and adverse reactions to food and beverages. You voluntarily assume all risks and dangers incidental to ApeFest, whether occurring before, during, or after ApeFest, and you waive any claims for personal injury or death against Yuga Labs, the facilities, and all of our respective entities, agents, officers, directors, owners, contractors, and employees on behalf of yourself and any guest (collectively, the “Released Parties”).
You agree that you bear all risks of inclement weather.
You agree that you assume all risks, hazards, and dangers arising from or relating in any way to the risk of contracting a communicable disease or illness, including without limitation, exposure to COVID-19 or any other bacteria, virus, or other pathogen capable of causing a communicable disease or illness, whether that exposure occurs before, during, or after the event, and regardless of how caused or contracted.
You hereby waive any and all claims and potential claims against the Released Parties and any companies affiliated with any Released Party relating to any and all of the above risks, hazards, and dangers. You further agree to release, indemnify, defend, and hold harmless each Released Party from and against all claims, suits, losses, damages, expenses, costs, and liabilities (including reasonable attorneys’ fees and expenses) which hereinafter may accrue or arise against the Released Parties and which in any way arise out of or are in any way related to attending ApeFest.
Purchase and Sale of Merchandise.
No Purchasing for Resale. Merchandise sold at ApeFest or through the Site are intended solely for the benefit of end consumers, and the purchase of products for resale is strictly prohibited. “Purchase for resale” means the purchase of any product by someone who intends to resell the product to others (including but not limited to other individuals, consumers, businesses, or third parties). If we, in our sole and absolute discretion, determine that a purchase or order is intended for resale, we reserve the right, in our sole and absolute discretion, as it relates to such purchase or order, to (i) suspend the application of these Terms that provides a right or benefit intended for direct to consumer purchases, and (ii) take any action to hinder such purchase or order (and deter future purchases or orders), including without limitation, to restrict sales to any customer, consumer account or member account, cancel orders, change restocking fees, impose purchase quantity limits with respect to a single order or multiple orders to a single address, decline to issue refunds or take returns, deny access to this Site and the Services, and/or suspended or close any account.
Merchandise Pickups. Certain Merchandise may be preordered through the Site that requires you to pick up your purchase at ApeFest (“Preordered Merchandise”).
You understand and agree that you must attend ApeFest in order to be able to take delivery of your Preordered Merchandise and that we will not be responsible for arranging for delivery or shipment of your purchase to you.
We may require that you provide us with proof of purchase in order for you to collect your Preordered Merchandise, which may include requiring you to show a purchase ticket through the tokenproof App.
All Preordered Merchandise is non-refundable and sales are final in accordance with Section 4(d) below. If you do not attend ApeFest or you cancel your ApeFest ticket, you will not be able to pick up your Preordered Merchandise and no refunds will be given.
Our Right to Reject Your Purchase or Cancel an Order. Sale of Merchandise and fulfillment of all orders placed through the Site and at ApeFest are subject to availability, our discretion in managing inventory, and your compliance with these Terms as determined by us in our sole discretion. We explicitly reserve the right to limit, decline, or reject any sales and orders for any reason, without being liable for any damage or costs other than repayment of any amount received from you in relation to such sale or order, including but not limited to in the following situations:
A Force Majeure Event;
The Merchandise that you seek to purchase is not available or in stock (regardless of whether or not we indicate such product’s availability);
Your address, billing information, or form of payment is incorrect or cannot be verified;
Your order is flagged by our systems as potentially fraudulent, or an order placed with automated ordering software or technology;
There is evidence, determined in our sole discretion, that your order (single or cumulative orders) was purchased for the purpose of resale, tax evasion, or other purpose in violation of these Terms;
Your purchase or order exceeds the Merchandise purchase limits (quantity and/or dollar amount);
Your account and/or purchase history shows an excessively high volume of returns;
There is evidence, determined in our sole discretion, that you are not eligible to make purchases; or
In the event of misspelling, pricing, or other errors or mistakes on the Site or at ApeFest.
A “Force Majeure Event” means any act or event beyond Yuga Labs’ reasonable control, including without limitation supply chain shortages, strikes, lock-outs, or other industry action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation of war, fire, explosion, storm, flood, earthquake, hurricane, monsoon, subsidence, epidemic, pandemic, or other natural desire, or failure of public or private telecommunication networks.
No Refunds or Exchanges. All Merchandise sales are final. Once you purchase or place an order for any Merchandise, you are ineligible to receive a refund or exchange.
Changes to the Terms. We may update the Terms from time to time in our sole and absolute discretion. If we do, we’ll let you know by posting the updated Terms on the Site. It’s important that you review the Terms whenever we update them or you use the Site. If you continue to use the Site after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Site anymore. We may change or discontinue all or any part of the Site, at any time and without notice, at our sole discretion.
Yuga Labs’ Intellectual Property. We may make available to our Services content that is subject to intellectual property rights. We, our our licensors, or the third parties who otherwise own the intellectual property rights, retain all rights to such content.
Feedback. We value your feedback on the Services, but please don’t send us suggestions for improvements, creative ideas, designs, pitch portfolios or other materials (collectively “Unsolicited Ideas”). This policy is aimed at avoiding potential disputes or misunderstandings when our Services might seem similar to Unsolicited Ideas that people submit. We may currently be developing, have developed or in the future will develop ideas or materials internally or receive ideas or materials from other parties that may be similar to Unsolicited Ideas. If you ignore this policy and send us your Unsolicited Ideas anyway, you grant us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property or other rights that you own or control to use, copy, modify, create derivative works based upon, make, have made, sell, offer for sale, import and otherwise exploit in any manner or medium whatsoever known now or in the future your Unsolicited Ideas for any purpose, without compensation to you.
Assumption of Risk; Warranty Disclaimers; Liability Waiver.
YOU ACKNOWLEDGE THAT ATTENDANCE AT, OR PARTICIPATION IN, APEFEST IS AT YOUR OWN RISK, MAY BE HAZARDOUS, AND MAY INVOLVE RISK OF PERSONAL INJURY OR DEATH OR LOSS OR DAMAGE TO YOUR PERSONAL PROPERTY AND OTHER RISKS. NOTWITHSTANDING THE RISKS AND DANGERS INHERENT IN ATTENDING APEFEST, YOU AGREE TO ASSUME ANY AND ALL RISKS CONNECTED WITH ATTENDING APEFEST, EVEN IF ARISING FROM THE NEGLIGENCE OF ANY OF THE RELEASEES NAMED BELOW OR OTHERS.
YUGA LABS MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU OR ANY OTHER PARTY REGARDING APEFEST OR YOUR ATTENDANCE AT, OR PARTICIPATION IN, APEFEST. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YUGA LABS HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO APEFEST OR YOUR ATTENDANCE AT, OR PARTICIPATION IN, APEFEST.
YOU AGREE TO WAIVE, RELEASE AND FOREVER DISCHARGE ANY AND ALL CLAIMS, NOW KNOWN OR HEREINAFTER KNOWN IN ANY JURISDICTION THROUGHOUT THE WORLD, AGAINST YUGA LABS, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR OPERATING APEFEST, AND THE OWNERS OR LESSEES OF ANY PREMISES USED FOR APEFEST (COLLECTIVELY, “RELEASEE”) IN CONNECTION WITH OR RELATED TO APEFEST, WHETHER ARISING OUT OF THE NEGLIGENCE OF ANY RELEASEES OR OTHERWISE. YOU ALSO PROMISE NOT TO BRING OR ASSERT (OR PERMIT A THIRD PARTY, INCLUDING YOUR HEIRS, FAMILY MEMBERS, EXECUTORS OR ADMINISTRATORS, TO BRING OR ASSERT) ANY CLAIM, DEMAND, SUIT OR ACTION WHATSOEVER THAT YOU MAY NOW OR IN THE FUTURE HAVE AGAINST THE RELEASEES THAT ARISE OUT OF OR ARE CONNECTED WITH APEFEST OR THE USE AND EXERCISE OF THE RIGHTS GRANTED TO YUGA LABS UNDER THESE TERMS. SUCH CLAIMS, DEMANDS, SUITS AND ACTIONS INCLUDE, BUT ARE NOT LIMITED TO, NEGLIGENCE, LIBEL, VIOLATION OF PRIVACY RIGHTS, EMOTIONAL DISTRESS/PAIN AND SUFFERING, LOSS OF/DAMAGE TO PROPERTY, DEATH, OR BODILY INJURY.
YOU UNDERSTAND THAT THE RELEASE AND WAIVER OF LIABILITY SET FORTH ABOVE COVERS CLAIMS WHICH YOU MAY NOT KNOW ABOUT OR SUSPECT MAY EXIST AT THIS TIME.
Indemnity. You will indemnify and hold Yuga Labs and its affiliates and their respective officers, directors, employees, and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, costs, and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way related to (a) your attendance at, or participation in, ApeFest, or (b) your violation of these Terms.
Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER YUGA LABS NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR OPERATING APEFEST OR PROVIDING THE SERVICES 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 YOUR ATTENDANCE AT, AND PARTICIPATION IN, APEFEST (OR FAILURE TO ATTEND, OR PARTICIPATE IN, APEFEST) OR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YUGA LABS OR ITS 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.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL YUGA LABS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, YOUR ATTENDANCE AT, AND PARTICIPATION IN, APEFEST (OR FAILURE TO ATTEND, OR PARTICIPATE IN, APEFEST), OR USE OF THE SERVICES EXCEED ONE HUNDRED U.S. DOLLARS ($100).
YOU ACKNOWLEDGE THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE MATERIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YUGA LABS AND YOU.
Governing Law and Forum Choice. These Terms, 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 12 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) will be the state and federal courts located in the State and City of New York, and you and Yuga Labs each waive any objection to jurisdiction and venue in such courts.
Dispute Resolution and Agreement to Arbitrate on an Individual Basis.
PLEASE READ THIS SECTION 12 CAREFULLY BECAUSE IT MAY REQUIRE YOU AND YUGA LABS TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU AND WE CAN SEEK RELIEF FROM EACH OTHER. This Section 12 (“Dispute Resolution and Agreement to Arbitrate on an Individual Basis”) shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms.
To the extent permitted by applicable law, you and Yuga Labs agree that any and all past, present and future disputes, claims or causes of action between you and Yuga Labs arising out of or relating to these Terms or the Services, the formation of these Terms or any other dispute between you and Yuga Labs or any of Yuga Labs' licensors, distributors, suppliers or agents, and whether arising prior to or after your agreement to this Section 12 (collectively, "Dispute(s)"), will be governed by the procedure outlined below. You and Yuga Labs further agree that any arbitration pursuant to this Section 12 shall not proceed as a class, group or representative action.
We Both Agree To Arbitrate. By agreeing to these Terms, and to the extent permitted by applicable law, you and Yuga Labs each and both agree to resolve any Disputes, including any Dispute concerning the enforceability, validity, scope or severability of this agreement to arbitrate, through final and binding arbitration as discussed herein.
Exceptions. As limited exceptions to Section 12(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; (ii) we each retain the right to seek injunctive or other equitable relief from a court as authorized in Section 12 solely to prevent (or to enjoin) the infringement or misappropriation of our intellectual property rights; (iii) we each may bring an action in a court as authorized in Section 11 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 12 or to enforce an arbitral award issued hereunder, in a court as authorized in Section 11 or in any other court of competent jurisdiction.
Conducting Arbitration and Arbitration Rules. You and Yuga Labs 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 Yuga Labs 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.
Proceedings Requiring Three Arbitrators. Notwithstanding any language to the contrary in Section 12(c), if a party either seeks a monetary award in excess of One Million Dollars ($1,000,000.00) or seeks an equitable form of relief that would significantly impact other Yuga Labs 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 12(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 Yuga Labs 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.
Batch Arbitration. To increase efficiency of resolution, in the event twenty-five (25) or more similar arbitration demands against Yuga Labs, 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 thirty (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 twenty-five (25) demands per batch (plus, to the extent there are fewer than twenty-five (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 Yuga Labs and JAMS to implement such a batch approach to resolution and fees.
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.
Severability. With the exception of any of the provisions in Section 12(f), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
General Terms.
Changes to Terms. We may update these Terms from time to time in our sole discretion. If we do, we will let you know via the tokenproof App and/or other communications.
Entire Agreement. These Terms are in addition to and do not supersede any separate written agreements between Yuga Labs and you regarding ApeFest. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Yuga Labs’ prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null and void in its entirety. Yuga Labs may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and any permitted assigns.
Reservation of Rights. Yuga Labs and its licensors exclusively own all right, title and interest in and to the Site, including all associated intellectual property rights. You acknowledge that the Site is protected by copyright, trademark, and other laws of the United States and other jurisdictions. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site.
Waiver of Rights. Yuga Labs’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Yuga Labs. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information. If you have any questions about these Terms, please contact Yuga Labs at legal@yugalabs.io.
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