Terms of Service
Last Updated: June 3, 2022
The Site provides information about “ApeFest”, an event organized by Yuga Labs, which will take place from June 20 to June 23, 2022, in New York City, NY (“ApeFest”).
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND YUGA LABS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 15 (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 15 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 14 (GOVERNING LAW AND FORUM CHOICE) OR RELEVANT PROVISIONS OF APPLICABLE LAWWILL STILL APPLY.
- Agreement to Terms. By using our Site, you agree to be bound by these Terms. If you do not want to be bound by these Terms, do not use the Site.
- Changes to these Terms or the Site. We may update the Terms from time to time in our sole discretion. If we do, we will let you know by posting the updated Terms on the Site. It is 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 do not 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.
- 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.
- ApeFest Tickets.
In order to claim ticket(s) to one or more ApeFest dates (each, a “Ticket”) and attend ApeFest, you must (i) be a lawful owner of a BAYC or MAYC non-fungible token (NFT), (ii) download the Tokenproof mobile application (“Tokenproof App”) provided by MagnaCerta, Inc. at the Apple App Store or Google Play Store, confirm your ownership of your BAYC or MAYC NFT through the Tokenproof App and follow the procedures described in the Tokenproof App, and (iii) comply with any additional ApeFest terms and policies provided to you by Yuga Labs or the ApeFest venue operator. Tickets may be claimed through the Tokenproof App from 6/8 at 9am ET to 6/9 at 9pm ET, subject to Section 5(c). Each ApeFest date requires an individual Ticket.
- Feedback. We value your feedback on the Site, but please do not 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 Site might seem similar to Unsolicited Ideas that people submit. We may currently be developing, have already developed, or in the future may 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 thereby and under the Terms, 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.
- Yuga Labs’ Intellectual Property. We may make available through the Site content that is subject to intellectual property rights. We or our licensors, or the third parties who otherwise own the intellectual property rights, retain all rights to that content.
- General Prohibitions and Yuga Labs’ Enforcement Rights. You agree not to do any of the following:
(a) 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;
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.
- 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 that you have sole responsibility for, and assume all risk arising from, your use of any third-party resources.
- Termination. We may suspend or terminate your access to and use of the Site, at our sole discretion, at any time and without notice to you. Upon any termination or discontinuation of the Site or these Terms, the following Sections will survive: 6, 7, 9, 10, 11, 12, 13, 14, 15, and 16.
- Warranty Disclaimers. THE SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM 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. We make no warranty that the Site will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any information or content on the Site. Any reliance you place on such information or content is strictly at your own risk.
- 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 access to or use of the Site, or (b) your violation of these Terms.
- Limitation of Liability.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER YUGA LABS NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE 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 THE SITE, 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.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL YUGA LABS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SITE, EXCEED ONE HUNDRED U.S. DOLLARS ($100).
(c) BY USING THE SITE, 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 15 “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.
(a) Informal Dispute Resolution. Without limiting Yuga Lab’s rights under Section 10, you and Yuga Labs must first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Site (collectively, “Disputes”) informally. Accordingly, neither you nor Yuga Labs may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, you must deliver a written notice of any Dispute via first-class mail to us at Yuga Labs, 1450 S Dixie Hwy Ste 105 1075, Coral Gables, FL 33146.
(b) Mandatory Arbitration of Disputes. We each agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. You and Yuga Labs agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Yuga Labs are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(c) Exceptions. As limited exceptions to Section 15(b) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(d) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, with provision to be made for remote appearances to the maximum extent permitted by the AAA Rules, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.
(e) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, 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. If we prevail in arbitration, we will pay all of our attorneys’ fees and costs and will not seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(f) Injunctive and Declaratory Relief. Except as provided in Section 15(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(g) Class Action Waiver. YOU AND YUGA LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(h) Severability. With the exception of any of the provisions in Section 15(g) of these Terms (“Class Action Waiver”), 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.
(a) 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 foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Site.
(b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Yuga Labs and you regarding use of the Site, and these Terms supersede and replace all prior oral or written understandings or agreements between Yuga Labs and you regarding the Site. 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.
(c) Notices. Any notices or other communications provided by Yuga Labs under these Terms will be given by posting to the Site.
(d) 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 or the Site, please contact Yuga Labs at [email protected].