Terms And Conditions

These 10KTF.SHOP TERMS & CONDITIONS (the “TERMS & CONDITIONS”) is a legally binding agreement by and between WENEW, Inc. (“WENEW” or “us”) and any holder of any Unredeemed Kagami Token, Redeemed Kagami Token, or the Crafted Comfy Hoodie NFT (each defined below) (“you” or “Holder”). WENEW and each Holder may be referred to throughout these TERMS & CONDITIONS collectively as the “Parties” or individually as a “Party”. By purchasing, redeeming, receiving, or otherwise holding an Unredeemed Kagami Token, Redeemed Kagami Token, or Crafted Comfy Hoodie NFT, you acknowledge that you have carefully read and agree to the terms of these TERMS & CONDITIONS.

WHEN YOU AGREE TO THESE TERMS & CONDITIONS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND WENEW THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTIONS 16 (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 16 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 15 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.

  1. Definitions. “NFT” means a non-fungible token. “Unredeemed Kagami Token” refers to a non-fungible, unique ERC-721 token (i.e., a controllable electronic record recorded on a blockchain) that is minted by a smart contract deployed to the Ethereum blockchain at address 0xCCC1825cF04CAe4d497B202D1434Ec0f79eE535f (the “Unredeemed Kagami Token Smart Contract”). “Unredeemed Kagami Art” means the digital art which images consists of elements compiled by the underlying Unredeemed Kagami Token Smart Contract, and owned by WENEW. “Redeemed Kagami Token” refers to an NFT that is minted when the Unredeemed Kagami Token Holder sends its Unredeemed Kagami Token to a smart contract deployed to the Ethereum blockchain at address 0xCCC1825cF04CAe4d497B202D1434Ec0f79eE535f (the “Redeemed Kagami Token Smart Contract”), that when redeemed and upon a certain period of time following its genesis issuance, as determined by WENEW in its sole discretion, is linked to an image of Personalized Kagami Art, as applicable. “Personalized Personalized Kagami Art” means the digital art, and in particular, the combination of digital art and content created by WENEW with the particular PFP of the Redeemed Kagami Token Holder’s choosing, linked to a particular Redeemed Kagami Token, which images consists of elements compiled by the underlying Redeemed Kagami Token Smart Contract, and owned by WENEW. “PFP” means the profile picture NFT (i) associated with one of the following 10KTF-supported profile picture NFTs: On1 Force, 10KTF Gucci Grail, Bored Ape Kennel Club, Bored Ape Yacht Club, Cool Cats, CrypToadz by GREMPLIN, Gutter Cat Gang, Meebits, Moonbirds, Mutant Ape Yacht Club, Nouns, Pudgy Penguin, Forgotten Runes Wizards Cult, Wolf Game, World of Women, and World of Women Galaxy, and/or such other PFPs as WENEW shall determine from time to time in its discretion, and (ii) to which the Holder has all necessary rights. “Crafted Comfy Hoodie NFT” refers to an ERC-1155 NFT that is minted by a smart contract deployed to the Ethereum blockchain at address to be designated by WENEW (the “Crafted Comfy Hoodie NFT Smart Contract”). “Crafted Comfy Hoodie Art” means the digital art which images consists of elements compiled by the underlying Crafted Comfy Hoodie NFT Smart Contract, and owned by WENEW. The Unredeemed Kagami Token, the Redeemed Kagami Token, and the Crafted Comfy Hoodie NFT are collectively referred to as the “WENEW NFTs,” the Unredeemed Kagami Art, the Personalized Kagami Art, and the Crafted Comfy Hoodie Art are collectively referred to as the “WENEW NFT Art,” and the Unredeemed Kagami Token Smart Contract, Redeemed Kagami Token Smart Contract, and Crafted Comfy Hoodie NFT Smart Contract are collectively referred to as the “WENEW Smart Contracts.”

  2. Additional Terms. The WENEW NFTs may be available for purchase or redemption, as applicable, on one or more platforms, including but not limited to a platform with a website and interface located at 10KTF.shop (each, a “NFT Site”). The access and use of the NFT Site, including, if applicable, the license to the PFP granted to WENEW by you, is subject to the separate terms of the NFT Site. More information about the WENEW NFT purchase or redemption process is available on 10ktf.shop. If there is a conflict between the NFT Site terms and these TERMS & CONDITIONS with respect to the WENEW NFTs and/or the WENEW NFT Art, these TERMS & CONDITIONS control.

  3. Ownership of the WENEW NFTs.

    (a)   When Holder holds any of the WENEW NFTs and owns a digital wallet that holds such WENEW NFT, as recorded by the applicable WENEW Smart Contract, Holder owns all personal property rights to that applicable WENEW NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that applicable WENEW NFT). Such rights, however, do not include the ownership of the intellectual property rights in the WENEW NFT Art, as applied to Holders of the WENEW NFT, as applicable. Such rights are licensed pursuant to Section 4 below. In accordance with your personal property rights, as identified above, at no point may we seize, freeze, or otherwise modify the ownership of any applicable WENEW NFT. For clarity, nothing in these TERMS & CONDITIONS affects your ownership rights in and to your PFP, or the intellectual property rights related to such PFP.

    (b)   You may participate in the sale and purchase, redemption, or receipt, as applicable, of WENEW NFT by linking your digital wallet(s) on supported bridge extensions, which allows you to purchase, redeem, store, and engage in transactions using a currency acceptable to us. Before purchasing, redeeming, or receiving an applicable WENEW NFT, we may ask you to download a supported electronic wallet extension and connect and unlock your digital wallets with that extension. Once you submit an order to sell, purchase, redeem, or receive an applicable WENEW NFT, your order is passed on to the applicable extension, which completes the transaction on your behalf.

    (c)   Holder represents and warrants that it will not transfer any of the WENEW NFTs in any subsequent transaction to a Transferee that 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 is (ii) listed on any U.S. Government list of prohibited or restricted parties (“Prohibited Transferees”). A “Secondary Transaction” means any transaction in which an applicable WENEW NFT is sold by one holder to another holder after the initial purchase, redemption, or receipt, as applicable, of the applicable WENEW NFT, subject to any time constraints that WENEW imposes in its sole discretion to sell such applicable WENEW NFT.

    (d)   These TERMS & CONDITIONS do not confer any utility, benefits, or entitlements (collectively, “Utility”) except as granted by the license set forth in Section 4(a). If Holders are offered any Utility in the future and separate from these TERMS & CONDITIONS, WENEW makes no assurances of any Utility. Any Utility may be subject to other terms and conditions. WENEW will not be responsible in any manner for any Utility offered by any third party.

    (e)   WENEW has no obligation to support the resolution of, or resolve any, dispute that may arise between any applicable WENEW NFT Holders.

  4. License.

    (a)   Non-Commercial License to You. Subject to your compliance with these TERMS & CONDITIONS, WENEW hereby grants to you, for so long as you hold an applicable WENEW NFT (as recorded by the applicable WENEW Smart Contract), a non-exclusive, worldwide, royalty-free, revocable license, with no right to sublicense, to use, copy, display the applicable WENEW NFT Art linked to the applicable WENEW NFT that you hold for the following purposes: (i) for your own personal, non-commercial use, 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 hold the associated WENEW NFT; (ii) to sell or otherwise transfer the associated WENEW NFT consistent with the ownership of it (e.g., posting a sales listing on the NFT Site); and (iii) to use it in connection with Battle.town or any third party offering compatible with the applicable WENEW NFT.

    (b)   Transfer. The license set forth in Section 4(a) is non-transferrable, except that it will automatically transfer in connection with a transfer of the applicable WENEW NFT (as recorded by the smart contract). Upon a transfer, the license set forth in Section 4(a) granted to you will terminate immediately, provided that you may keep your physical Kagami and Hoodie(s), as applicable.

  5. Reservation of Rights.

    (a)   General. All rights in and to the WENEW NFT Art not expressly provided for in these TERMS & CONDITIONS are hereby reserved by WENEW. The WENEW NFT Art is licensed, not sold. WENEW owns and will retain all title, interest, ownership rights and intellectual property rights in and to the WENEW NFT Art, except for the portion of the Personalized Kagami Art that includes your applicable PFP. Further, for clarity, nothing in these TERMS & CONDITIONS will prevent WENEW, its representatives, or any of its affiliates from using, copying, displaying, or creating derivative works of, the WENEW NFT Art associated with your applicable WENEW NFT (a) to create or cause the creation of physical goods associated with the applicable WENEW NFT, such as Kagamis (as defined below), and (b) in Battle.town for any marketing and promotional content regarding Battle.town, the WENEW NFTs, or other WENEW projects, or from allowing third-party service providers to do the same, without any obligation or compensation to you. Without limitation, Holder shall not, nor permit any third party to do or attempt to, do any of the following without express prior written consent from WENEW: (i) modify the WENEW NFT Art; (ii) use the WENEW NFT Art in a manner that violates applicable law; (iii) use the WENEW NFT Art in connection with media or merchandise that promotes hate speech, illegal activities, vulgarity (e.g., pornography), offensive behavior, violence, cruelty or political statements; (iv) attempt to register any trademark, copyright, or otherwise acquire or enforce intellectual property rights in or to the WENEW NFT Art; or (vi) make defamatory or dishonest statements about WENEW or the WENEW NFTs or otherwise damage the goodwill, value or reputation of WENEW or the WENEW NFTs.

    (b)   No Rights to Trademarks. For avoidance of doubt, except to the extent that a WENEW trademark is included in the WENEW NFT Art (in which case such use of WENEW’s trademarks will be subject to Section 4 and solely as embodied in the WENEW NFT Art), you may not, use any WENEW trademarks, including but not limited to WENEW and 10KTF. No trademark or other rights based on designation of source or origin are licensed to you. You may not use, attempt to register, or enforce any rights in any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any artwork, other representation, name or mark that may be confusingly similar to such trademarks.

  6. Physical Goods.

    (a)   Kagamis. If you redeem from the applicable Unredeemed Kagami Token and hold the Redeemed Kagami Token (as recorded by the Redeemed Kagami Token Smart Contract), you may be entitled to receive a physical LED screen, which will feature the Personalized Kagami Art (a “Kagami”).

    (b)   Hoodies. If you hold a Crafted Comfy Hoodie NFT (as recorded by the Crafted Comfy Hoodie NFT Smart Contract), you may redeem one or more physical hoodies that display your applicable PFP linked to the Crafted Comfy Hoodie NFT (each, a “Hoodie”). WENEW may provide other opportunities for a PFP holder to purchase one or more Hoodies, subject to any separate terms and conditions set forth by WENEW in its sole discretion.

    (c)   Manufacture; Shipment; Fulfillment of Orders. If you elect to receive a Kagami or Hoodie, you acknowledge and agree that all manufacturing, packaging, shipment, fulfillment of orders, and any other activities associated with the Kagami or Hoodie will be performed by WENEW’s third-party service provider. WENEW WILL NOT BE RESPONSIBLE OR LIABLE TO HOLDER FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, THE KAGAMIS AND THE HOODIES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: CREATION, PACKAGING, AND DISTRIBUTION OF THE KAGAMIS AND HOODIES.

    (d)   No Refunds or Replacements. If you elect to receive a Kagami or Hoodie, you acknowledge and agree that all orders are non-cancellable, and there are no refunds or replacements, except that you may, if offered by WENEW in its sole discretion, exchange your Kagami during the 30-day time period starting from the date you redeem the Kagami. You acknowledge and agree that any exchange of your Kagami will be performed by our third-party service provider(s), and not WENEW.

    (e)   Support. WENEW may from time to time provide reasonable customer support services as it relates to the Kagamis and Hoodies through communication channels made available to Holders via 10ktf.shop.

  7. Payment, Fees and Secondary Transactions.

    (a)   Purchase, Sale, Redemption, and Airdrop. Holder may purchase the Unredeemed Kagami Token, redeem the Redeemed Kagami Token, and receive the Crafted Comfy Hoodie NFT via an airdrop. If applicable, Holder hereby agrees to purchase the Unredeemed Kagami Token at the price determined by WENEW (the “Primary Transaction Purchase Price”). Without limiting any of the foregoing, the valid execution of these TERMS & CONDITIONS, including the delivery of the Unredeemed Kagami Token, shall be conditioned upon Holder’s payment of the Primary Transaction Purchase Price.

    (b)   Payment. Holder covenants and agrees to pay the Primary Transaction Purchase Price to WENEW, and in any case no later than three business days after the date of the transaction.

    (c)   Form of Payment. WENEW agrees to accept payment for the Primary Transaction Purchase Price via $APE Coin; provided that the WENEW may elect to accept other methods or forms of payment on an as-converted to U.S. dollars basis in its sole discretion. The U.S. dollar exchange rate for any other forms of payment shall be determined solely by the WENEW or its assignee or agent in accordance with reasonable and accepted market practices and additional transaction fees may apply.

    (d)   Gas Fees. If Holder sells, purchases, or otherwise transfers any of the WENEW NFTs, any financial transactions that Holder engages in will be conducted solely through the Ethereum Network, the blockchain network governing the WENEW NFTs, and Holder will be required to make or receive payments exclusively through the cryptocurrency wallet Holder has connected to the NFT Site. WENEW has no insight into or control over these payments or transactions, nor does WENEW have the ability to reverse any transactions. Accordingly, WENEW will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the NFT Site. “Gas Fees” fund the network of computers that run the decentralized Ethereum network, meaning that Holder will need to pay a Gas Fee for each transaction that occurs via the Ethereum network. By buying, selling, redeeming, or receiving an Unredeemed Kagami Token, Redeemed Kagami Token, or the Crafted Comfy Hoodie NFT on the NFT Site or any other platform, you agree to pay all applicable fees and you authorize WENEW to automatically deduct fees (including any transaction fees, or Gas Fees, as applicable) directly from Holder’s payments for the primary transaction or subsequent Secondary Transactions, as applicable.

    (e)   Secondary Transactions. All Secondary Transactions of the WENEW NFTs may only be available to engage in during certain time periods as set forth by WENEW in its sole discretion and are subject to the following terms: (a) the applicable WENEW NFT transferee (the “Transferee”) shall, by purchasing, accepting, accessing or otherwise using the applicable WENEW NFT or the WENEW NFT Art, as applicable, be deemed to accept all of the terms of these TERMS & CONDITIONS as a “Holder” hereof; (b) the applicable WENEW NFT transferor (the “Transferor”) shall provide notice to the Transferee of these TERMS & CONDITIONS, including a link or other method by which the terms of these TERMS & CONDITIONS can be accessible by the Transferee; and (c) WENEW shall be entitled to receive five percent 5% (or such other amount as WENEW shall determine in its discretion from time to time) of the gross amounts paid by the Transferee (the “Royalty Payment”). The Royalty Payment may be changed, in accordance with Section 17 of these TERMS & CONDITIONS. Notwithstanding the foregoing, additional fees may apply based on the structure of the Secondary Transaction in question and as determined by WENEW in its sole discretion. WENEW shall be paid the Royalty Payment on the same terms and at the same time as Transferor is paid by the Transferee. Holder further acknowledges and agrees that all subsequent transactions of the applicable WENEW NFT will be effected on the blockchain network governing the applicable WENEW NFT, and Holder will be required to make or receive payments exclusively through its digital wallet.

    (i)   You further acknowledge and agree that all Secondary Transactions will be effected on the applicable blockchain network (e.g., Ethereum) compatible with the WENEW NFTs, and you will be required to make or receive payments exclusively through your digital wallet.

    (ii)   Without limitation of any other termination rights, WENEW may suspend or terminate the license to the WENEW NFT Art, as applicable, if it has a reasonable basis for believing that you have engaged in an off-chain sale of the WENEW NFT, or otherwise engaged in any off-chain transactions for the purchase or sale of the WENEW NFT without making the applicable Royalty Payment. You, and all subsequent Transferees, shall be responsible for paying the Royalty Payment associated with the Secondary Transaction purchase price, regardless of where such purchase price is fulfilled on-chain, off-chain, or in a combination of the foregoing.

    (f)   Except as expressly provided herein, ownership of an applicable WENEW NFT and the license set forth in Section 4(a) are not separable in any way. You may not engage in any transaction or activity that purports to decouple the license in Section 4(a) from your WENEW NFT.

  8. WENEW’s Rights and Obligations to the WENEW NFT Art and the WENEW NFTs. The Parties acknowledge and agree that WENEW is not responsible for repairing, supporting, replacing, or maintaining the website hosting the WENEW NFT Art or other applications or entitlements which the applicable WENEW NFT is compatible with, nor does WENEW have the obligation to maintain any connection or link between the applicable WENEW NFT and the corresponding WENEW NFT Art.

  9. Warranty Disclaimers and Assumption of Risk. Holder represents and warrants that it (a) is the age of majority in Holder’s place of residence (which is typically 18 years of age in most U.S. states) and has the legal capacity to enter into these TERMS & CONDITIONS, (b) that Holder will use and interact with the WENEW NFTs and the WENEW NFT Art, as applicable, only for lawful purposes and in accordance with these TERMS & CONDITIONS, and (c) that Holder will not use the WENEW NFTs or WENEW NFT Art to violate (and Holder will otherwise not violate) any law, regulation or ordinance or any right of WENEW, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent.

THE WENEW NFTS, KAGAMIS, AND HOODIES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WENEW EXPLICITLY DISCLAIMS 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. WENEW MAKES NO WARRANTY THAT THE WENEW NFTS, KAGAMIS, AND HOODIES WILL MEET HOLDER’S REQUIREMENTS OR THAT THE WENEW NFTS WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WENEW MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE WENEW NFTS.

WENEW WILL NOT BE RESPONSIBLE OR LIABLE TO HOLDER FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE WENEW NFTS, KAGAMIS, AND HOODIES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO THE APPLICABLE WENEW NFT; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE WENEW NFTS.

THE WENEW NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DISTRIBUTED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH WENEW DOES NOT CONTROL. WENEW DOES NOT GUARANTEE THAT WENEW CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY WENEW NFT. HOLDER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS HOLDER PURCHASES THROUGH THE NFT SITE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, WENEW MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE NFT SITE OR ANY PURPORTED SUBSEQUENT TRANSACTIONS.

WENEW IS NOT RESPONSIBLE ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE WENEW NFTS, NFT SITE, OR BATTLE.TOWN. WENEW IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE WENEW NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

  1. Assumption of Risk. Holder accepts and acknowledges all risks associated with the following:

    (a)   The prices and liquidity of cryptocurrency assets (including any NFTs) are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the WENEW NFTs made available, which may also be subject to significant price volatility. We cannot guarantee that any holders of NFTs will not lose money.

    (b)   Holder is solely responsible for determining what, if any, taxes apply to Holder’s purchase, sale, or transfer of the WENEW NFTs. WENEW is not responsible for determining or paying the taxes that apply to such transactions.

    (c)   WENEW does not store, send, or receive cryptocurrency assets. Any transfer of cryptocurrency assets occurs within the supporting blockchain that is not controlled by WENEW. Transactions of the WENEW NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the WENEW NFTs shall be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that Holder initiated the transaction.

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

    (e)   A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of a certain NFT.

    (f)   Digital assets, including blockchain based assets such as the WENEW NFTs, are subject to developing laws and regulations throughout the world.

    (g)   Transactions involving the WENEW NFTs may rely on third-party platforms to perform transactions. If WENEW is unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if WENEW violates or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and interactions of the WENEW NFTs will suffer.

    (h)   By participating in the sale and purchase of the WENEW NFTs, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of digital assets. Such systems may have vulnerabilities or other failures, or other abnormal behavior. WENEW is not responsible for any issues with the blockchains, including forks, technical node issues or any other issues having fund losses as a result. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied from WENEW. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while purchasing, redeeming, or receiving the applicable WENEW NFT. Accordingly, you understand and agree to assume full responsibility for all of the risks of participating in the sale, purchase, redemption, and receipt of the applicable WENEW NFT.

  2. Links to Third Party Websites or Resources. Use and interaction of the WENEW NFTs and the WENEW NFT Art, as applicable, may allow Holder to access third-party websites (including websites that host the WENEW NFT Art) or other resources, including, without limitation, as it relates to the Kagamis and Hoodies. WENEW provides access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. Holder acknowledges sole responsibility for and assumes all risk arising from Holder’s use of any third-party resources, including the Kagami. Under no circumstances shall Holder’s inability to view the WENEW NFT Art on a third-party website or view the Personalized Kagami Art on the Kagami serve as grounds for a claim against WENEW. You further acknowledge and agree that any activity relating to the Kagamis and Hoodies, including, without limitation, manufacturing, packaging, shipment, and fulfillment of orders, is not performed by us and is instead performed by such third-party resources.

  3. Termination of License to the WENEW NFT Art. Holder’s license to the WENEW NFT Art shall automatically terminate, and all rights shall revert to WENEW if at any time: (a) Holder breaches any portion of these TERMS & CONDITIONS or (b) Holder engages in any unlawful activity related to the applicable WENEW NFT (including transferring the applicable WENEW NFT to a Prohibited Transferee). Upon any termination, discontinuation or cancellation of Holder’s license to the WENEW NFT Art, WENEW may disable Holder’s access to the WENEW NFT Art and Holder shall delete, remove, or otherwise destroy any back up or single digital or physical copy of the WENEW NFT Art. Upon any termination, discontinuation or cancellation of the license in these TERMS & CONDITIONS, the following Sections will survive: 3, 5 through 17.

  4. Indemnity. Holder shall defend, indemnify, and hold WENEW, its licensors and affiliates (the “Indemnified Parties”) harmless from and against any and all claims, disputes, demands, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the WENEW NFTs whether or not such person personally purchased, redeemed, or received the WENEW NFTs) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) your access to or use of the NFT Site or any third-party services or products, (b) your breach of these TERMS & CONDITIONS, (c) your PFP, and (d) your exercise of the license in Section 4(a).

  5. Limitation of Liability.

    (a)   TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WENEW NOR ITS SERVICE PROVIDERS, INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WENEW NFTS, KAGAMIS, OR HOODIES 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 FOR THE WENEW NFTS, KAGAMIS, OR HOODIES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS & CONDITIONS OR ANY APPLICABLE WENEW NFT, KAGAMI, OR HOODIE WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WENEW OR ITS SERVICE PROVIDERS HAS 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 THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL WENEW’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS & CONDITIONS, ANY APPLICABLE WENEW NFT, ANY KAGAMI, ANY HOODIE, OR ACCESS TO THE WENEW NFT ART EXCEED $1,000.

    (c)   THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WENEW AND HOLDER.

  6. Governing Law and Forum Choice. These TERMS & CONDITIONS and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 16 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that Holder and WENEW are not required to arbitrate will be the federal and state courts located in the State of California, and Holder and WENEW each waive any objection to jurisdiction and venue in such courts.

  7. Dispute Resolution.

    (a)   Mandatory Arbitration of Disputes. The Parties each agree that any dispute, claim or controversy arising out of or relating to these TERMS & CONDITIONS or the breach, termination, enforcement, interpretation or validity thereof of the WENEW NFTs transaction (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and WENEW agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these TERMS & CONDITIONS, and that you and WENEW 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 & CONDITIONS.

    (b)   Exceptions. As limited exceptions to Section 16(a) above: (i) both Parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) both Parties 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.

    (c)   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 & CONDITIONS. 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, 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.

    (d)   Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we’ll pay all of our attorneys’ fees and costs and won’t 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.

    (e)   Injunctive and Declaratory Relief. Except as provided in Section 16(b) 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 WENEW 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.

    (f)   Class Action Waiver. YOU AND WENEW 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 the parties’ 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.

    (g)   Severability. With the exception of any of the provisions in Section 16(f) of these TERMS & CONDITIONS (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these TERMS & CONDITIONS is invalid or unenforceable, the other parts of these TERMS & CONDITIONS will still apply.

  8. General Terms. These TERMS & CONDITIONS will transfer and be binding upon and will inure to the benefit of the Parties and their permitted successors and assigns, in particular any Transferee. These TERMS & CONDITIONS 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 these TERMS & CONDITIONS, all of which are hereby merged into these TERMS & CONDITIONS. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify these TERMS & CONDITIONS, except as expressly provided in these TERMS & CONDITIONS or as the Parties may agree in writing. WENEW reserves the right to clarify or amend these TERMS & CONDITIONS by publicly publishing a new version of these TERMS & CONDITIONS, including, but not limited to the NFT Site, or any successor website. Failure to promptly enforce a provision of these TERMS & CONDITIONS will not be construed as a waiver of such provision. Nothing contained in these TERMS & CONDITIONS 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 & CONDITIONS or otherwise, authorized as an agent or legal representative of the other Party. Neither Party to these TERMS & CONDITIONS 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 these TERMS & CONDITIONS will be deemed to create any third-party beneficiary right upon any third party whatsoever. Each of the Parties acknowledges that it has had the opportunity to have these TERMS & CONDITIONS reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of these TERMS & CONDITIONS should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized 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. The headings to Sections of these TERMS & CONDITIONS are for convenience or reference only and do not form a part of these TERMS & CONDITIONS and will not in any way affect its interpretation. Neither Party will be afforded or denied preference in the construction of these TERMS & CONDITIONS, whether by virtue of being the drafter or otherwise. For purposes of these TERMS & CONDITIONS, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. Holder may give notice to WENEW by contacting WENEW at support@wenewlabs.xyz. Notice is effective upon receipt.

Disclosures