LICENSE TERMS

1. HOW YOU CAN USE YOUR YAT.

If you own a Yat (as defined herein), Yat Labs grants you a license to use the specific sequence of emojis designed by Yat Labs, displayed in a particular order, associated with that Yat in accordance with the following terms (the “Terms”).  Please note that your license solely applies to the emoji designs designed by Yat Labs that existed at the time the Yat was created and does not confer any rights to use any future emoji designs Yat Labs may design nor any third party emojis or emoji sets which are not owned by Yat Labs.

Here’s a summary of plain-English examples of how, in general terms, you may and may not use your Yat:

• You may use your Yat on your social media pages and in your social media handles.
• You may print your Yat on merchandise for commercial sale.
• You may create a brand around your Yat.
• You may display your Yat in images, videos, or animations.
• You may use your Yat to advertise your business.
• You may use your Yat in a political campaign.
• You may auction your Yat for charity.
• You may get a tattoo of your Yat on your bum.
• You may give your cat a hat with your Yat embroidered on it.
• You may transfer your Yat by transferring your NFT to someone else.
• You may incorporate your Yat into derivative works.
• You may NOT change or modify the emojis, sequence of emojis or emoji designs comprising your Yat.
• You may NOT use someone else’s Yat.
• You may NOT use any emojis from the Yat emoji library other than the specific sequence of one or more emojis, displayed in a particular order, associated with your Yat NFT.
• Your right to use a Yat terminates if you transfer the Yat or violate these Terms.
  

Please read the following Terms carefully as they set out the above as well as other contractual terms which will be binding on you:

2. HOW YOU CAN USE YOUR GEMS AND OTHER ARTIFACTS.

If you own a Gem (as defined herein) or other Artifact (as defined herein), Yat Labs grants you a limited, non-exclusive license to use, copy, and display the Gem or Artifact for personal, non-commercial use.

‍3. Sale and Transfer of NFTs.

3.1. “Artifact” means a digital asset that Yat Labs may issue to users of the Services from time to time, including the associated MPEG file.

3.2. “Gem” means a type of Artifact that Yat Labs may issue to users of the Services.

3.3. “Holder” means at each time, the person, other than Yat Labs, who lawfully holds exclusive title to and ownership of an NFT, for so long as such person continues to hold such title to and ownership of such NFT. In the event of a blockchain fork (“Fork”) creating copies of the NFTs at the same addresses at which they were then held immediately prior to such Fork, the scope of the term “Yat Holder,” and all licenses granted to and other rights of a Yat Holder under these Terms, shall be deemed to include each person who lawfully holds exclusive title to and ownership of the copies of such NFTs that are included on the Fork Yat Labs, in its sole and absolute discretion, determines is the authoritative fork for the purposes of these Terms.

3.4. “NFT” means a cryptographic token issued by Yat Labs which represents a license issued by Yat Labs to an NFT Holder to use the specified digital asset. EACH PERSON WHO SELLS, PURCHASES OR OTHERWISE POSSESSES AN NFT (AS DEFINED HEREIN) IS SUBJECT TO THE LICENSE THAT FOLLOWS AND, THEREBY, WITHOUT FURTHER ACTION, AGREES TO BE BOUND BY SUCH LICENSE.

3.5. “Yat” means a specific sequence of one or more emojis designed by Yat Labs, displayed in a particular order, which has been purchased by a Yat Holder from Yat Labs or another Yat Holder, including its associated MPEG file output from the Yat Visualizer.  For purposes of clarity, the emoji designs referred to hereunder comprising a Yat are specifically limited to the emoji designs that existed at the time the Yat was created and do not include any future emoji designs Yat Labs may design.

4. License Terms and Specific Restrictions Applicable to Yats and Artifacts

4.1. License to use Yats and Artifacts. Yat Labs hereby grants to each Holder a license to the Yat or Artifact corresponding to any NFT purchased or received by such Holder, upon the following terms and conditions and the other provisions of these Terms:

• The license is perpetual, non-exclusive, royalty-free, and world-wide.
• For any Holder, the license to use a Yat or Artifact or any derivative work from a Yat or Artifact commences when such Holder acquires a corresponding NFT and terminates automatically when such Holder transfers, sells, destroys, or surrenders that NFT, or violates any of these Terms.
• Yat Holders.
  
• Each The Yat Holder may use any Yat in relation to which such Yat Holder owns the corresponding NFT to the exclusion of all other Yat Holders. The Yat Holder may not use any Yat to which such Yat Holder does not own the corresponding NFT.
• Each Yat Holder may copy, display, distribute, and create derivative works of the Yat for any commercial or non-commercial use (the “Personal Use Right”). The Yat Holder agrees that the Personal Use Right is to use a Yat whole and entire, and not any part thereof or form of display which would obscure or diminish any individual part of a Yat such that the Yat resembles a different Yat, or comes to resemble a Yat in relation to which the Yat Holder does not own the corresponding Yat NFT. The Personal Use Right shall also include a license to use the word “Yat” and the Yat Labs trademarks related to the Holder’s Yat or Artifact.
• Each Holder may use his or her Yat or Artifact without attribution to Yat Labs.
• The Holder may sell, transfer, or assign all (but not less than all) of its right, title, and interest in and to its license to use a given Yat or Artifact (a “Resale”) only by selling the associated NFT. Upon such Resale, all of the Holder’s rights and interests in and to the NFT, including all of the Holder’s rights and interests in and to the Personal Use Right in relation to such Yat or Artifact, will be considered sold, transferred, or assigned, as the case may be, to the buyer, transferee, or assignee of such NFT including the license to resell the NFT (the “Resale Right”). The Holder’s rights, title and interest in the NFT may not be assigned, sold or transferred, in whole or in part, to any person and the Resale Right may not be exercised, in whole or in part, without a sale and transfer of the NFT associated with the Yat or Artifact to the assignee, purchaser or transferee, as applicable. Evidence that a person has access to the private keys of a given NFT shall be sufficient evidence for Yat Labs to treat such person as being entitled to exercise the rights of a Holder over that NFT, subject to these Terms.
• The Holder may not delegate, sublicense, temporarily assign, mortgage, charge, or pledge the Yat Holder’s Personal Use Right, Resale Right, or NFT.
• Except as otherwise provided herein, the Personal Use Right does not grant any rights to use the words “Yat Labs” or the Yat Labs corporate logo or any trademark of Yat Labs in connection with the use of any Yat or Artifact.

4.2. Yat Labs retains exclusive interest in and ownership of its intellectual property, including without limitation all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively “Intellectual Property Rights”). Each Yat Holder acknowledges and agrees that Yat Labs’ Intellectual Property Rights subsist in, and Yat Labs retains all Intellectual Property Rights in, each and any Yat or Artifact, part thereof or combination thereof.

4.3. Except for the grant of the Personal Use Right and the Resale Right in accordance with these Terms, nothing in these Terms functions to assign or transfer, nor creates any right in favor of any person to use, any of Yat Labs’ Intellectual Property Rights.

5. Restrictions.

Each Holder will not, and agrees not to cause or allow any other person to:

5.1. use the Yat or Artifact in any way that exceeds the scope of the Holder’s license to the Yat or Artifact;

5.2. use the Yat or Artifact with material that violates any third-party rights, or otherwise take any action in connection with the Yat or Artifact that infringes the intellectual property or other rights of any person or entity;

5.3. register or apply to register, object to the registration of, seek to cancel, or otherwise claim or assert rights in, a trademark, design mark, service mark, sound mark, or tradename (“Mark”), that uses any Third Party Yat or Artifact; claim or enforce ownership rights in any Third Party Yat or Artifact; or make any attempt to prevent any third party from using any Third Party Yat or Artifact, regardless of the degree of similarity between the Yat Holder’s Mark and the Third Party Yat or Artifact or any other legal rights the Holder may have in relation to the use of a Third Party Yat or Artifact, whether at common law, equity, statute, or otherwise. “Third Party Yat or Artifact” means any Yat or Artifact, part thereof or combination thereof, in whole or in part, which a Holder does not have a license to use. This Section 5.3 shall survive any termination of these Terms;

5.4. use the Yat or Artifact in a manner that is tortious, defamatory, in association with any unlawful goods or service, or in any way that violates any applicable laws, rules, or regulations;

5.5. remove, obscure or alter any proprietary notices associated with the Yat or Artifact, or give any express or implied misrepresentation that the Holder or another third party are Yat Labs or the holder of the copyright or other applicable intellectual property rights in any Yat or Artifact;

5.6. use the Yats or Artifacts other than for the benefit of the Holder;

5.7 use or exploit the Yat or Artifact in any manner other than as expressly permitted in these Terms;

5.8. modify the Yat or Artifact or any part thereof.

For the avoidance of doubt, in order to use Yats or Artifacts for a purpose not authorized by these Terms, the Holder must first (1) obtain a license directly from Yat Labs; and (2) secure additional permissions as necessary. Yat Labs shall be under no obligation to grant or negotiate or offer such additional license and may either grant or withhold such license in its sole and absolute discretion.

6. Indemnification Obligations. Without limiting the obligations in these Terms, each Holder agrees to indemnify, hold harmless, compensate and reimburse Yat Labs and its respective subsidiaries, affiliates, officers, agents, employees, partners, and licensors from or for any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to Holder’s use of the Yats or Artifacts or Holder’s violation of these Terms.

7. Injunctive Relief. Notwithstanding anything else in these Terms, Holder hereby agrees that, in the event of Holder’s or any third party’s unauthorized access to, or use of, the Yats or Artifacts in violation of these Terms, Yat Labs shall be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction, without providing notice or opportunity to cure.

8. Amendments. Yat Labs may make changes to these Terms from time to time. If Yat Labs makes changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we state otherwise, the amended terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If any Yat Holder does not agree to such amended terms, that Yat Holder must stop using its NFT.

9. Part of Terms of Service. These License Terms form part of the Yat Terms of Service which may be found at https://legal.y.at/terms and the terms of the Yat Terms of Service are expressly incorporated herein by reference.