Yat NFT LICENSE TERMS

1. HOW YOU CAN USE YOUR YAT.

If you own a Yat NFT (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 NFT 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:

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. Sale of NFTs.

2.1. Yat NFT” or “NFT” means a cryptographic token issued by Yat Labs which represents a license issued by Yat Labs to a Yat Holder to use a particular Yat. 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.

2.2. “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.

2.3. “Yat 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. The parties acknowledge and agree that, as a result of the preceding sentence, in a Fork, the aggregate number of NFTs may be increased, which could have an adverse effect on the value of each NFT or the aggregate value of the total NFTs. The parties hereby irrevocably release and discharge the other from any and all losses arising from any such Fork.

3. License Terms and Specific Restrictions Applicable to Yats

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

3.2. 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, part thereof or combination thereof.

3.3. 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.

4. Restrictions.

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

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

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

4.3. 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; claim or enforce ownership rights in any Third Party Yat; or make any attempt to prevent any third party from using any Third Party Yat, regardless of the degree of similarity between the Yat Holder’s Mark and the Third Party Yat or any other legal rights the Yat Holder may have in relation to the use of a Third Party Yat, whether at common law, equity, statute, or otherwise. “Third Party Yat means any Yat, part thereof or combination thereof, in whole or in part, which a Yat Holder does not have a license to use. This Section 4.3 shall survive any termination of these Terms;

4.4. use the Yat 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;

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

4.6. use the Yats other than for the benefit of the Yat Holder;

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

4.8. modify the Yat or any part thereof.

For the avoidance of doubt, in order to use Yats for a purpose not authorized by these Terms, the Yat 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.

5. Indemnification Obligations. Without limiting the obligations in these Terms, each Yat 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 Yat Holder’s use of the Yats or Yat Holder’s violation of these Terms.

6. Injunctive Relief. Notwithstanding anything else in these Terms, Yat Holder hereby agrees that, in the event of Yat Holder’s or any third party’s unauthorized access to, or use of, the Yats 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.

7. 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.

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