HERITOR TERMS & LICENSE

BY ACCEPTING THESE TERMS & AGREEMENT, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND TOTALITY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY 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 WILL NOT APPLY TO YOU, BUT THE PROVISIONS AND RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY. YOU ALSO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.

This Heritor License Terms & License Agreement (this “ Agreement ”) is a legally binding agreement by and between Totality, co. (“ Totality ” or “ us ”), Immersive Contents Studio, and any owner of any Heritor (defined below) (“ you ” or “ Holder ”), governing the parties’ rights and obligations with respect to Heritor NFTs and Heritor Art (defined below). Totality and each Holder may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”. This Agreement governs the rights and obligations with respect to a Heritor. By purchasing or otherwise owning a Heritor, you acknowledge that you have carefully read and agree to the terms of this Agreement.



1. HERITOR DEFINED
“Heritor” refers to a non-fungible, unique token on the Ethereum blockchain (“NFT”) (i.e., a controllable electronic record on a blockchain) and that, as of its genesis issuance, contains an image of Art. “Art” means each of the unique images of the 10,000 “heritor” each associated with, and linked to, an individual Heritor NFT.

(a) “ Additional Features ” are any supplementary features, objects, traits, or other elements that Totality, or third parties authorised by Totality, make available to be depicted on top of, as a new layer of, to be situated around, or otherwise to be added to, Heritor Art. Additional Features may include gear, jewellery, or clothing to be worn by or displayed on a Heritor, or shapes, objects, creatures or characters that may surround a Heritor.

(b) “ Heritor ” is a fictional existence, created and commonly referred to by Totality as a Heritor, that “roams” in Totality’s metaverse Heritart & Dimension.

(c) “ Heritor Art ” is any artwork that the Heritor Smart Contract has at any time associated with a Heritor NFT, including Original Heritor Art, any Additional Features, and any Updated Heritor Art.

(d) “ Heritor NFT ” is a non-fungible token minted by, from or using, the Heritor Smart Contract.

(e) “ Heritor Smart Contract ” is a smart contract deployed to the Ethereum blockchain at address 0xEb4C6f0056a6D9d1BaD296Dd60f1250e7e123593 , or such other smart contract(s) as designated by Totality from time to time in its sole discretion, including any replacement, upgrade, or successor smart contract(s) that Totality may designate in its sole discretion.

(g) “ Original Heritor Art ” is, with respect to each Heritor NFT, the unique digital artwork that was associated with such Heritor NFT at the time of minting, which depicted a Heritor.

(h) “ Updated Heritor Art ” is Heritor Art as modified by any Additional Features.

(i) “ Your Heritor Art ” is the Heritor Art that the Heritor Smart Contract associates with Your Heritor NFT.

(j) “ Your Heritor NFT ” is the Heritor NFT that the Heritor Smart Contract records as being owned by your digital wallet.

(k) “ Your Original Heritor Art ” is the Original Heritor Art that the Heritor Smart Contract initially associated with Your Heritor NFT and, thereafter, solely in the form made available to you by Totality.

(l) “ Your Updated Heritor Art ” is the Updated Heritor Art that the Heritor Smart Contract associates with Your Heritor NFT.

Heritors may be available for purchase or transfer (i) on one or more third-party platforms, such as OpenSea, or other marketplaces that may be established from time to time (each, an “ NFT Marketplace ”), which we do not operate, or (ii) directly from third-party owners of Heritors (such transactions, “ Direct Sales ”). The access and use of any NFT Marketplace is subject to the separate terms of that NFT Marketplace and any Direct Sales are subject to the terms thereof. In addition, although we do not guarantee that they will, third parties may grant Heritors owners various entitlements and benefits. If a third party does so, such entitlements and benefits will be subject to whatever terms are provided by such third parties. We are not responsible or liable for any third-party NFT Marketplace, any Direct Sales, or any third-party entitlements or benefits. You covenant not to sue Totality based on activities that may occur on such NFT Marketplaces, any Direct Sales (except Direct Sales for which Totality is the seller or purchase), due to third-party benefits or entitlements.



2. OWNERSHIP
(a) You Own Your Heritor NFT. You hold the exclusive right to hold, sell, transfer, and execute blockchain transactions involving Your Heritor NFT. Except for the Heritor NFTs we own, Totality has no right or ability to seize, freeze, or otherwise modify the ownership of any Heritor NFT without authorisation from the Holder; provided, the foregoing shall not restrict Totality’s right to modify the Heritor Art.

(b) We Own (but License to You) the IP in Heritor Art. As between you and Totality, Totality owns all rights, title, and interest in and to the Heritor Art, including any and all copyrights, trademarks, and other intellectual property rights therein (“IP”). However, as set forth below, we grant you a license to use certain of Your Heritor Art for as long as you hold Your Heritor NFT.

(c) Purchaser may freely sell or otherwise transfer its Heritor consistent with Holder’s rights in such Heritor as defined in this Agreement (e.g., posting a sales listing on an NFT Marketplace, by Direct Sale, or otherwise) (a “Permitted Transfer”), so long as the Transferee (as defined below) is not (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or (ii) listed on any U.S. Government list of prohibited or restricted parties (a “Prohibited Transferee”). Purchaser represents and warrants that it is not and will not transfer a Heritor to a Prohibited Transferee.

(d) You Own the IP in Your Derivative Works. As between you and Totality, you own all rights, title and interest in and to any “derivative work,” as defined by the United States Copyright Act, based upon Your Original Heritor Art that is created in strict compliance with these Terms (including, but not limited to, Section 3(b)) (“Derivative Work”); provided, however, that (i) we retain the copyright in the Original Heritor Art underlying any Derivative Work; (ii) your use of any Derivative Work during and after the License Term (defined below) is subject to these Terms (including the license/reservation of rights in Section 3(b)); (iii) your use of any Derivative Work after the License Term may require a license from the current owner of the Heritor NFT; and (iv) the creation and possession of your Derivative Work complies in all respects with these Terms.

(e) Utility. Holders of a Heritor NFT may be offered certain utility, benefits, or entitlements (collectively, “Utility”) from time to time, but these Terms do not confer any Utility except for the rights granted under the license below. Totality makes no assurances of any Utility. Any Utility may be subject to other terms and conditions. Totality will not be responsible in any manner for any Utility offered, or proposed to be offered by, any third party.



3. LICENSE
(a) Non-Commercial License to the Art.
Subject to your compliance with this Agreement, Totality hereby grants to you, for so long as you own a Heritor (as recorded on the relevant blockchain), a non-exclusive, worldwide, royalty-free, revocable license, with no right to sublicense, to use, copy, and display the Art linked to your purchased Heritor solely for the following purposes: (i) for your own personal, non-commercial use (e.g., home display, display in a virtual gallery, or as a social media avatar), including to create a reasonable number of back-up copies and a physical print out, each to be retained only for so long as you own the associated Heritor; and (ii) as part of a Totality’s or third party’s website or application that permits the inclusion, involvement, or participation of your Heritor, provided that the website/application cryptographically verifies that only the actual owner can display the Art, and the Art is no longer visible once the owner of the Heritor leaves the website/application.

(b) Full Commercial License to the Art.
In addition, subject to your compliance with this Agreement, Totality hereby grants to you, for so long as you own a Heritor (as recorded on the relevant blockchain), an exclusive, royalty-free, worldwide, revocable license, with the right to sublicense, to use, copy, distribute, create derivative works of (subject to the below), and display the Art linked to your purchased Heritor for Commercial Purposes. “Commercial Purposes” means the use of the Art for all lawful commercial purposes, whether known now or created in the future. Such purposes may include merchandising, inclusion in physical or digital media, or display in “metaverses” or other interactive digital environments. You will have the right to retain all revenue that you generate through your exercise of your rights under this Section.

(c) Restrictions and Reservations.
Without limiting Sections 2(a)(i) and (ii), the above licenses extend only to Your Original Heritor Art and Your Updated Heritor Art, in each case, in their entirety. This means, in each case, the complete selection, arrangement, and composition of all base layers, traits, features, attributes, and other elements that comprise Your Original Heritor Art and Your Updated Heritor Art, as applicable. Thus, for the avoidance of doubt, while the Commercial License allows you to create and exploit Derivative Works, the Commercial License does not grant you rights in any individual layer, trait, feature, attribute, or other element of Your Original Heritor Art. For example, the Commercial License allows you to create three-dimensional renderings of, and to add new original clothing or accessories to, Your Original Heritor Art, but does not allow you to extract individual features (e.g., body features, accessories) for use in a separate work, or to include or add any Additional Features into such three-dimensional rendering. Nothing herein grants you any rights in or to Totality’s or any third party’s trade names, brands, logos, trade dress, or trademarks (e.g., “Totality,” “Heritor,” “Heritart,”), all of which are, as between you and Totality, expressly owned and reserved by Totality or its licensors (collectively, “Totality TM Rights”). You hereby agree that any Totality TM Rights you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to Totality or its licensors (as applicable). Any application to register a trademark for Your Original Heritor Art must occur during the License Term and be based solely upon the actual use of Your Original Heritor Art in commerce and solely for the goods or services in connection with which Your Original Heritor Art has actually been used in commerce in the applicable jurisdiction as of the date of the application. Thus, you may not seek to register a trademark in Your Original Heritor Art on an “intent to use” basis or where you otherwise have not used Your Original Heritor Art in commerce. You may not use Your Original Heritor Art or Your Updated Heritor Art 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. You may not use Your Original Heritor Art or Your Updated Koda Art in a manner that violates applicable law. All rights not expressly granted herein are reserved by us.

(d) Derivative Works.
Your rights also include the right to create derivative works of the Art to depict the character depicted in the Heritor that you own in goods or media by, for example, showing their full body or back, or reformatting the relevant Art for a particular medium. You may also modify the Art to create minor variations in the appearance or clothing, but such rights do not include the right to create characters substantially or confusingly similar to Heritors that you do not own.

(e) Protection.
You will have the right to procure registration or other intellectual property protection in the works that you create in exercising your license to the Art linked to your Heritor in a manner that complies with the terms of this Agreement, including that Totality retains ownership of the underlying Art. However, you must and hereby do agree to transfer any such registration or other protection in connection with a Permitted Transfer of your Heritor, unless you expressly agree otherwise in writing with the Transferee.

(f) Name and Trademarks.
As provided in Section 5(c), no trademark rights are granted to you by Totality. However, you may acquire trademark rights yourself in your Heritor (which, for avoidance of doubt, do not include rights to the “Heritor” trademark) through the exercise of your license rights above in accordance with, and subject to, applicable law. Any trademark rights that you acquire, and the associated goodwill, will transfer in connection with a Permitted Transfer of your Heritor unless you expressly agree otherwise in writing with the Transferee.

(g) Transfer.
The licenses in Section 4 are non-transferrable, except that they will automatically transfer in connection with a Permitted Transfer of your Heritor.

(h) License Back to Totality.
You agree to grant, and hereby grant, to Totality an irrevocable, perpetual, non-exclusive, universe-wide, royalty-free, sub-licensable license to reproduce, distribute, publicly display, publicly perform, transmit, and otherwise use and exploit Your Original Heritor Art for the purpose of (i) promoting or exhibiting Heritart or the Heritor NFT collection; (ii) creating, and authorising third parties to create, avatars, characters, and other objects based on Your Heritor Art designed for use in one or more metaverse or other digital environments or applications; (iii) offering any Additional Features and/or Successor Heritor NFTs.



4. RESERVATION OF RIGHTS.
(a) General
All rights in and to the Art not expressly provided for in this Agreement are hereby reserved by Totality. The Art is licensed, not sold. Totality owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Art.

(b) Limitations
Without limitation of Section 5(a) above, the license in Section 4(b) does not include: (i) the right to use the Art to create non-fungible tokens or other digital items accounted for on a distributed ledger; (ii) the right to create derivative works of the Art, except as expressly provided herein; or (iii) the right to use the Heritor or the Art to create, or as the basis of, any token or digital items accounted for or recorded on a distributed ledger, including, but not limited to, any token or digital items accounted for or recorded on a distributed ledger that represent (A) an ownership interest in the Heritor, or (B) any right that is convertible for, exchangeable into, or exercisable for, any right, title or interest in or to the Heritor or the Art.

(c) No Rights to Trademarks
For avoidance of doubt, the licenses in Section 4 do not include the right to use any Totality’s trademarks (e.g., Heritor, Heritart and Totality). No trademark or other rights based on designation of source or origin are licensed to you. Notwithstanding the foregoing, to the extent you acquire any rights to any Totality’s trademarks, in consideration for the licenses granted pursuant to Section 4(b), you hereby assign to Totality all rights, title, and interest in and to such trademarks, together with all associated goodwill.

(d) Disputes Among Owners
Totality has no obligation to support the resolution of or to resolve any dispute that may arise between or among Heritor owners.

(e) Clarification
Totality reserves the right, but has no obligation, to clarify the terms of this Agreement in relation to novel or unforeseen circumstances in its sole and exclusive discretion. If Totality issues or provides any clarification about the terms of this Agreement, such clarification will be binding on the Holders, and Holders hereby waives any right that Holder may have to dispute it in any manner.



4. ENFORCEMENT
(a) Copyright Notices
You may include the following copyright notice with Your Heritor Art: “Heritors © 2022 Totality”, which Totality may update from time to time (the “Totality Copyright Notice”). Subject to your compliance with this Agreement, you may include a copyright notice identifying you, or such other person you designate, as the copyright owner of any Derivative Work created during the Commercial License Term, provided that you also include the Totality Copyright Notice.

(b) Copyright Registrations
If you apply to obtain a copyright registration in a Derivative Work, you may identify you or such other person you designate as the copyright owner of such Derivative Work, but must in all cases identify Your Original Heritor Art as a preexisting work upon which the Derivative Work is based.

(c) Actions
To the extent applicable law authorises you to bring a claim for infringement based upon the unauthorised use of Your Original Heritor Art, you agree that: (i) any such claim shall be based solely upon the unauthorised use of Your Original Heritor Art, not other Heritor Art—for example, on the ground that other Heritor Art is substantially similar to Your Original Heritor Art; and (ii) Totality may, in its sole discretion, join and, unless it would materially prejudice your rights, elect to take over the control of the prosecution of, any such action.

(d) Disputes Among Holders
Totality has no obligation to support the resolution of, or resolve any, dispute that may arise between Heritor NFT holders.



5. TRANSFERS
You hereby agree that all subsequent transactions involving your Heritor are subject to the following terms:
[No Decoupling]
Except as expressly provided herein, ownership of a Heritor NFT and the applicable Personal License or Commercial License are not separable in any way. You may not engage in any transaction or activity that purports to decouple the applicable Personal License or Commercial License from Your Heritor NFT.

[Termination of License]
Upon the transfer of Your Heritor NFT to a new Holder, as recorded by the Heritor Smart Contract: (i) your Personal License and Commercial License, including any sub-licenses granted thereunder, shall immediately and automatically terminate; (ii) you must discontinue any use of Your Original Heritor Art as a trademark or other source identifier; and (iii) any trademark and corresponding registration obtained in connection with your exercise of the Commercial License shall be deemed abandoned unless duly transferred to the new Holder under a separately negotiated written agreement.

[Published Works]
If, during the License Term, you create and make available to the public a work using Your Original Heritor Art (a “Published Work”), you may, except as set forth in Section 5(c), continue to use and exploit that Published Work in accordance with these Terms after the License Term; provided, however, that: (i) you will be responsible for any obligations or liabilities arising from your continued use of the Published Work after the License Term; and (ii) this privilege does not allow you to use the Original Heritor Art to create any new works or materials after the License Term. Thus, for example:
A digital series featuring Your Original Heritor Art that was released during the License Term may continue to run after the License Term, but any creation or distribution of any new episodes featuring such Original Heritor Art would require a license from the new Holder.
After the License Term, you may sell off existing (at the time of transfer) inventories of merchandise featuring Your Original Heritor Art that were created and offered for sale during the License Term, but the creation or distribution of any new merchandise or inventory featuring the Original Heritor Art would require a license from the new Holder.

[Successor Heritor NFTs]
From time to time and in Totality’s sole discretion, you may be offered the opportunity and option to mint, claim, or otherwise receive a replacement or substitute non-fungible token to be Your Heritor NFT (i.e., a non-fungible token that will be associated with Your Updated Heritor Art) (a “Successor Heritor NFT”). For the avoidance of doubt, Your Heritor NFT will not become a Successor Heritor NFT solely by way of the addition or inclusion of Additional Features with respect to Your Updated Heritor Art. In connection with, and to be eligible for the mint, claim, receipt or redemption of, the Successor Heritor NFT to Your Heritor NFT, you will be required to agree to any and all additional terms and conditions associated with such mint, claim, receipt or redemption, including but not limited to the burning of Your Heritor NFT then-existing, as Totality shall determine and communicate to you from time to time. You may not be obligated to mint, claim, receive or redeem a Successor Heritor NFT, but if you do, you agree to continue to be subject and bound by these Terms (or new terms that Totality may designate in its sole discretion) with respect to your Successor Heritor NFT.

(a) the Heritor transferee (the “Transferee”) shall, by purchasing, accepting, accessing or otherwise using the Koda or Art, be deemed to accept all of the terms of this Agreement as a “Holder” hereof;

(b) the Heritor transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessed by the Transferee. Purchaser further acknowledges and agrees that all subsequent transactions involving your Heritor will be effected on the blockchain network governing the Heritor, and Holder will be required to make or receive payments exclusively through Holder’s cryptocurrency wallet;

(c) the Transferor shall pay or cause to be paid to Totality amount equal to 5% of the total purchase price for the Heritor in connection with the transaction between the Transferor and the Transferee (the “Royalty Payment”), which Royalty Payment shall be paid on the same terms and at the same time as the Transferor is paid by the Transferee. You acknowledge and agree that the Royalty Payment; and

(d) each such subsequent transaction shall be effected on the Ethereum blockchain. For the avoidance of doubt, you (as Transferor) and all subsequent Transferees (to the extent they are Transferors) are responsible for paying each Royalty Payment to the extent such Royalty Payment is not automatically paid as a result of the operation of the smart contract related to the Heritor.





7. TOTALITY’S RIGHTS AND OBLIGATIONS TO THE ART.
Totality is not responsible for the ultimate rendering of the Art.



6. PURCHASER/HOLDER’S REPRESENTATIONS AND WARRANTIES
Holder represents and warrants that Holder:
(a) is over the age of majority in Holder’s place of residence (which is typically 18 years of age) and has the legal capacity to enter into these Terms & Agreements;

(b) will only use and interact with any Heritor NFT and Heritor Art for lawful purposes and in accordance with this Agreement;

(c) will not use the Heritor or Art to violate any law, regulation or ordinance or any right of Totality, its licensors, or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. Holder further represents and warrants that Holder will comply with all applicable law in the exercise of its rights and obligations under this Agreement.

(d) is not, and will not, execute a transaction involving a Heritor NFT with any person who is,

(i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or (ii) listed on any U.S. Government list of prohibited or restricted parties; and

(e) has and will have all rights necessary to grant to Totality the license set forth in Section 3(c)



7. WARRANTY DISCLAIMERS
(a) EACH OF THE KODA SMART CONTRACT, KODA NFT AND KODA ART IS PROVIDED OR MADE ACCESSIBLE “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, YUGA LABS EXPLICITLY DISCLAIMS 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 KODA 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 KODA NFT OCCURS ON THE DECENTRALISED LEDGER WITHIN THE ETHEREUM BLOCKCHAIN, WHICH YUGA LABS DOES NOT CONTROL.

(c) YUGA LABS MAKES NO WARRANTY THAT ANY KODA WILL MEET PURCHASER’S REQUIREMENTS, BE CONTINUALLY DISPLAYED, OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YUGA LABS MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT MADE AVAILABLE WITH RESPECT TO ANY KODA.

(d) YUGA LABS WILL NOT BE RESPONSIBLE OR LIABLE TO HOLDER FOR ANY LOSS IN CONNECTION WITH ANY KODA SMART CONTRACT, KODA NFT OR KODA ART AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO HOLDER FOR, ANY USE OF OR INABILITY TO ACCESS OR USE THE KODA SMART CONTRACT, ANY KODA NFT OR KODA ART, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS OR SEED PHRASES, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) THE BEHAVIOUR OR OUTPUT OF ANY SOFTWARE OR HARDWARE, NODE SERVER ERROR OR FAILURE, OR DATA LOSS OR CORRUPTION; (III) DATA LOSS OR CORRUPTION; (IV) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS OR DIGITAL WALLETS; (V) UNAUTHORISED ACCESS TO ANY KODA NFT OR KODA ART; OR (VI) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK.

(e) EACH KODA IS AN INTANGIBLE DIGITAL ASSET THAT EXISTS ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ETHEREUM BLOCKCHAIN. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALISED LEDGER WITHIN THE ETHEREUM BLOCKCHAIN, WHICH YUGA LABS DOES NOT CONTROL. YUGA LABS DOES NOT GUARANTEE THAT YUGA LABS CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY KODA. PURCHASER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, YUGA LABS MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS.

(f) EXCEPT AS OTHERWISE AGREED BETWEEN YUGA LABS AND YOU SEPARATE AND APART FROM THESE TERMS, YUGA LABS WILL NOT BE RESPONSIBLE TO ANY HOLDER FOR ANY LOSS IN CONNECTION WITH ADDITIONAL FEATURES OR UPDATED KODA ART, IRRESPECTIVE OF WHETHER ANY SUCH MODIFICATION, OR IF NO MODIFICATION, OCCURS.

(g) YUGA LABS WILL NOT BE RESPONSIBLE TO ANY HOLDER FOR ANY LOSS IN CONNECTION WITH ANY SUCCESSOR KODA NFT OR OTHER REPLACEMENT OR UPDATE TO YOUR KODA NFT OR IF NO REPLACEMENT OR UPGRADE OCCURS.

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



8. ASSUMPTION OF RISK
Holder accepts and acknowledges all risks associated with the following:
(a) The disclaimers in Section 9 above;

(b) Heritor NFTs, and Heritor Art subject to the Commercial License, may be used in a variety of ways. While we strongly encourage transparency, communication, and research prior to acquiring a Heritor NFT, including to understand what previous and existing uses have been made of the Heritor NFT and Heritor Art and how those uses may affect value, any purchase of a Heritor NFT is at the purchaser’s own risk. Totality is not responsible for verifying or providing information on how a Heritor NFT or its Heritor Art have been exploited. Additional documentation from a Heritor NFT holder may be necessary or prudent.

(c) Totality is not responsible for determining or paying any taxes that apply to any Holder’s purchase, sale, transfer, or exploitation of rights in each Heritor NFT. As between the parties, Holder is responsible for determining what, if any, taxes apply to such transactions.

(d) Transactions involving Heritor NFTs and Heritor Art rely on third-party or decentralised 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 Totality provides 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.

(e) Totality does not store your password, passkey, private key or other credentials needed to access the Heritors, and will not be able to recover such items if you should lose them. Holders should keep a copy of Holder’s password, passkey or private key in a secure location.

(f) Each Heritor is a digital asset recorded and transferable on the Ethereum blockchain. Any transfer of digital assets occurs through automated processes within the Ethereum blockchain, possibly with support from an NFT Marketplace or other third-party services, all of which are not controlled in any capacity by Totality. Transactions relating to Heritors may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions relating to the Heritors shall be deemed to be made when recorded on the Ethereum blockchain ledger, which is not necessarily the date or time that Holders initiated the transaction.

(g) There are risks associated with using an Internet based digital asset, including but not limited to, the risk of hardware, software, and Internet connection and service issues, the risk of malicious software introduction, and the risk that third parties may obtain unauthorised access to information stored within your wallet. Totality will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when effecting transactions relating to any Heritor, however caused.



9. INDEMNITY
Holder shall defend, indemnify, and hold Totality, its 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 in connection with, or are related to, any claim, suit, action, dispute, 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 Heritor NFT or Heritor Art, whether or not such person personally purchased a Heritor NFT) against any Indemnified Party, or on account of the investigation, defence, 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 Agreement;

(c) your exercise or attempted exercise of the Personal License or Commercial License;

(d) your actual or alleged violation of applicable law.

Counsel to be used in the defence of such claim must be approved by Yuga Labs in writing prior to retention of such counsel and, upon our request, you will allow us to participate in the defence 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



10. 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 THIS TERMS & AGREEMENT OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY KODA NFT OR KODA ART, 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 THE AGGREGATE LIABILITY OF ALL INDEMNIFIED PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE KODAS OR ACCESS THE ART, OR ANY OF THE RIGHTS AND LICENSES GRANTED HEREIN, EXCEED ONE HUNDRED U.S. DOLLARS ($100).

(c) BY PURCHASING OR OWNING A KODA NFT, PURCHASER/HOLDER ACKNOWLEDGES THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YUGA LABS AND PURCHASER/HOLDER.



11. DISPUTE RESOLUTION
(a) Informal Dispute Resolution.
Without limitation of Totality’s rights in Section 12, the Parties must first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Heritor (collectively, “Disputes”) informally. Accordingly, neither Party 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, Holder must deliver a written notice of any Dispute via first-class mail to Totality .

(b) Mandatory Arbitration of Disputes.
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 Koda NFT or Koda Art (“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 License or these Terms.

(c) Exceptions.
As a limited exception to Section 11(a) above: (i) the parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) each party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of its intellectual property rights.

(d) Injunctive and Declaratory Relief.
Except as provided in Section 11(d) 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 favour 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 Totality 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 reliefs shall be stayed pending the outcome of the merits of any individual claims in arbitration.

(e) Class Action Waiver.
YOU AND TOTALITY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS APLAINTIFF 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 a party’s 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.

(f) Severability.
With the exception of any of the provisions in Section 11(f) (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.



12. AMENDMENTS
Totality reserves the right to clarify or amend these Terms by publicly publishing a new version of them, including, but not limited to, on https://yuga.com/links/licenses and https://otherside.xyz/license/koda.



13. 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 11 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined above) 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.



11. LINKS TO THIRD-PARTY WEBSITES OR RESOURCES
Use and interaction of the Heritor and the Art may allow Holders to access third-party websites or other resources. To the extent that Totality provides links or access to such sites and/or resources, it does so only as a convenience and is not responsible for the content, products, or services on or available from those resources or through any links displayed on such websites. Holder acknowledges sole responsibility for, and assumes all risk arising from, Holder’s use of any third-party sites or resources. Under no circumstances shall Holder’s inability to view or use Art on a third-party website serve as grounds for a claim against Totality.



12. TERMINATION OF LICENSE TO THE ART
Holder’s licenses to the Art shall automatically terminate and all rights shall revert to Totality if at any time:
(a) Purchaser breaches any portion of this Agreement, including any failure to pay any Royalty Payment,

(b) Purchaser engages in any unlawful activity related to the Koda (including transferring the Koda to a Prohibited Transferee), or

(c) if Yuga Labs has a reasonable basis for believing that you have engaged in a subsequent transaction with respect to a Koda that is not recorded on, effected by, or otherwise conducted using the Ethereum blockchain, or is otherwise conducted in a manner reasonably likely to cause the Royalty Payment to not be timely paid.

Upon any termination, discontinuation or cancellation of Holder’s licenses to the Art, Totality may disable Holder’s access to the Art and Holder shall delete, remove, or otherwise destroy any back up or other digital or physical copy of the Art. Upon any termination, discontinuation, or cancellation of the license in this Agreement, the following Sections will survive: 3, 5 through 17.



14. MISCELLANEOUS
(a) Each of the Personal License and Commercial License applies only to the Heritor NFT on the blockchain that Totality, in its sole discretion, may designate, which designation shall apply retroactively. Thus, for example, if a fork or other event purports to result in duplicate Heritor NFTs, only the non-fungible token recorded on the blockchain designated by Totality will be eligible to receive the benefit of the applicable Personal and Commercial License. Any license purportedly granted hereunder to the owner of a non-fungible token recorded on a blockchain not designated by Totality is void ab initio.

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

(c) This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, publication, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in Sections 12 or 14(a) or as the parties may agree in writing.

(d) This Agreement may be amended by Yuga Labs in its absolute and sole discretion; provided, that Totality shall give notice of any material amendments to this Agreement to the holders of the Heritor NFTs through reasonable and public means (i.e., public post on a social media network, e.g., Twitter)

(d) Failure to promptly enforce a provision of this Agreement or any rights related to the Heritor NFT or Heritor Art will not be construed as a waiver of such provision or rights.

(e) Nothing contained in this 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 these Terms or otherwise, authorised 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, or to bind such other Party in any manner. Nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever.

(f) 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 Agreement into full force and effect.

(g) Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice.

(h) If any one or more of the provisions of this 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 authorised to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein.