Royal Labs LLC Terms and Conditions for Tasty Bones Non-Fungible Tokens
Last updated: 10 May, 2022
UNLESS YOU OPT-OUT BY NO LONGER HOLDING A TASTY BONE NFT, THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES.
These Terms and Conditions constitute a legally binding agreement (“Agreement” or “Terms”) between you and Royal Labs LLC (“Royal Labs” or “we” or “us”), governing your Tasty Bone(s), as defined below. For the purposes of this Agreement, a reference to Tasty Bone shall also include the plural and a reference to the plural shall also include the singular.
Tasty Bones is a distributed application that runs on the Ethereum network, using specifically-developed smart contracts, otherwise known as non-fungible tokens. To this end, each Tasty Bone is a unique non-fungible token. The owner of a Tasty Bone can interact with our website and other applications (collectively, the “Website”) to perform various actions with his/her Tasty Bone, leading to enhancements or modifications of associated Art, as defined below
Royal Labs makes the Website, the Tasty Bone, and the associated Art available to you subject to this Agreement.
BY OBTAINING OR ACCESSING A TASTY BONE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT OBTAIN OR ACCESS A TASTY BONE.
This Agreement only relates to your use of the Website and your Tasty Bone, and does not relate to any Third Party Service to which the Website may link. Such links should not be interpreted as endorsements by us of any Third-Party Service. When you click such link, we may not warn you that you have left our Website and are subject to the terms and conditions and privacy policies of a Third-Party Service. We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, advertising, products, services, information or other materials on Third-Party Services.
“Art” means any art, graphics, images, designs, logos, taglines, drawings, features or other creative output associated with a particular Tasty Bone. To this end, Art associated with a specific Tasty Bone refers to the assembly of Traits in a certain manner which forms a unique Model.
“Model” means individual VXR/VXA/VXM/VOX/GLTF/GLB/OBJ models, PNG/GIF/JPEG and underlying files containing all proprietary Royal Labs Traits.
“NFT” means any blockchain-tracked, non-fungible token.
“Secondary Marketplace” means a smart contract enabled secondary marketplace, platform or exchange operated by third parties where users can obtain, sell, purchase, or transfer Tasty Bones and its associated Art.
“Tasty Bones”means a distributed application that runs on the Ethereum network, using specifically-developed smart contracts, otherwise known as NFTs. Each “Tasty Bone” is a unique and specific NFT.
“Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
“Third-Party Services” means any third-party website or services, including Secondary Marketplaces, mobile apps, communication platforms, or browser extensions.
“Traits”means the distinguishing characteristics and proprietary individually layered art files of with each piece of Art associated with a Tasty Bone. These include but is not limited to eyes, eyewear, headwear, body, clothing, background and accessories as well as food offerings.
When you purchase a Tasty Bone, you own the Tasty Bone completely. This means you have the right to trade, sell, give away or otherwise transfer your Tasty Bone. Such ownership is mediated by a smart contract on the Ethereum Network and at no point are we able to alter, seize or otherwise modify your ownership
You acknowledge and agree that Royal Labs owns all legal right, title and interest in and to the Art, the Website, and all intellectual property rights therein, including, without limitation, Traits, Models, all derivative works, translations, adaptations or variations of the same, regardless of medium, format or form, now known or hereinafter developed or discovered (all of the foregoing, individually and collectively, the “Royal Labs Materials”). The rights that you have in and to the Art associated with your Tasty Bone are limited to those expressly stated in this Agreement. We and our licensors reserve all rights and ownership in and to the Art and Royal Labs Materials not expressly granted to you in this Agreement. You further acknowledge that all Royal Lab Materials are protected by copyright, patents, trademarks and all applicable laws. To this extent, you agree that you will not apply for, register, or otherwise attempt to hold any ownership to any Royal Labs Materials without prior written consent, such consent we may withhold in our sole and absolute discretion.
The Art is programmed such that they may be updated from time to time. The type and frequency of such updates, if any, are at our sole discretion, and there is no guarantee that the Art will be updated.
3. Grant of License
General use: Subject to your ongoing compliance with these Terms, Royal Labs grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy and display the Art associated with your Tasty Bone for the purposes of: (i) your own personal use, (ii) commercial use; (iii) as part of a marketplace that permits the purchase and sale of your Tasty Bones, provided that such marketplace cryptographically verifies each Tasty Bones owners’s rights to display the Art for their Tasty Bone to ensure that only the actual owner of such Tasty Bone can display the Art; or (iv) as part of a third-party website or applicable that permits the inclusion, involvement, or participation of your Tasty Bones generally, provided that such third-party website or application cryptographically verifies each Tasty Bones owner’s rights to display the Art for their purchased Tasty Bones to ensure that only the actual owner can display the Art, and provided that the Art shall no longer be visible once the owner of the corresponding Tasty Bones leaves the website or application.
Use of the whole Model: Use of the Art associated with your Tasty Bone must be in full and in their entirety. This must include the complete Traits as displayed in the Model (for example, Viking vest with skull head and heart-shaped nose). The individual Traits are reserved for Royal Labs and are expressly prohibited to be used outside of the Model. These individual layered files are proprietary and of Royal Lab’s own creation.
Royal Labs expressly prohibits the use of any proprietary, individual Traits or crafted layers in any and all other projects.
Derivative works: Derivative works of your licensed Art is permissible insofar as such work can truly be considered a derivative of the original Art. A derivate means an expressive creation that includes major copyrightable elements of an original, previously created first work. The derivative work becomes a second, separate work independent in form from the first and is clearly distinguishable as such. Failure to properly create a derivative of your licensed Art shall be considered a breach of this Agreement wherein all licenses granted hereunder shall be immediately revoked.
Counterfeits: Royal Labs expressly prohibits the sale or promotion of counterfeit NFTs or NFT collections. Counterfeit NFTs or collections contain art that is identical to or substantially indistinguishable from the original Art that forms part of the Tasty Bones collection, including NFTs with associated art described as knock off, replica, imitation, clone, faux, fake, mirror image, or similar terms when referring to an NFT or NFT collection in an attempt to pass themselves off as genuine Royal Labs creations or genuine Royal Labs associated and/or approved works.
Extent of license: All the licenses granted herein only applies to the extent that you continue to own the Tasty Bone. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Tasty Bone for any reason, the licenses granted herein shall immediately expire with respect to that Tasty Bone without the requirement of notice, and you will have no further rights in or to the Art for that Tasty Bone.
Termination of License: The licenses granted to you hereunder shall automatically terminate and all rights shall return to us if: (i) at any time you sell, trade, donate, give away, transfer, burn, relinquish or otherwise dispose of your Tasty Bone for any reason; (ii) you breach any provision of this Agreement; (iii) you engage in unlawful business practices related to Tasty Bones or the associated Art; (iv) you initiate any legal action against Royal Labs, each of their respective officers, directors, members, affiliates, agents, attorneys and employees; (vi) you disparage Royal Labs or any parties affiliated with Royal Labs; (vii) we are required by law to terminate such licenses.
Third-Party IP: To the extent that the Art contains Third Party IP, you understand and agree as follows: (i) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (ii) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to pass through additional terms and/or restrictions on your ability to use the Art; and (iii) to the extent that we inform you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this Agreement.
The restrictions in this Section will survive the expiration or termination of this Agreement.
5. Fees and Payment
If you elect to purchase, trade, or otherwise acquire a Tasty Bone, any financial transactions that you engage in will be conducted solely through the Ethereum network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we 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 Ethereum network.
Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction.
You may sell your Tasty Bone or purchase one on a Secondary Marketplace. You acknowledge and agree that any transfer of your Tasty Bone on a Secondary Marketplace is subject to a six point nine percent (6.9%) royalty (“Royalty”). All Royalty is collected and distributed to Royal Labs at the time of sale through smart contracts on a blockchain. You acknowledge and agree that if you purchase or sell a Tasty Bone on a Secondary Marketplace, such sale or purchase is at your own risk, and we have no liability in connection with such sale nor the price at which you decide to sell or purchase a Tasty Bone on a Secondary Marketplace.
As between us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your Tasty Bone and your use of the Website (including, without limitation, any Taxes that may become payable as the result of your ownership, transfer, or purchase of any of your Tasty Bones). Except for income taxes levied on Royal Labs, you: (i) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR SOLE RISK, AND THAT THE WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE WEBSITE AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL ROYAL LABS BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY NFT, INCLUDING, BUT NOT LIMITED TO, THE TASTY BONE, THE WEBSITE, THE ROYAL LABS MATERIALS, ANY TECHNOLOGY, INCLUDING, BUT NOT LIMITED TO, ANY BLOCKCHAIN. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF A DISCLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROYAL LABS’ TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN DOLLARS (USD) ($10). YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND USING BLOCKCHAIN TECHNOLOGY AND YOU AGREE THAT ROYAL LABS HAS NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. PLEASE BE AWARE THAT THIS LIMITATION OF LIABILITY PROVISION APPLIES TO THE FULLEST EXTENT PERMISSIBLE BY LAW.
Assumption of Risk: Assumption of Risk: You agree that you assume, and Royal Labs will not be responsible for, all risks related to holding and using a Tasty Bone, including but not limited to the following, however caused: (i) the unavailability of any market for a blockchain asset such as Tasty Bones; (ii) market volatility and variations in the price of digital assets that adversely affects the use or value of your Tasty Bone; (iii) the Tasty Bone having or retaining any use or value; (iv) events, such as negative publicity in connection with Tasty Bones or its member teams that impact the use or value of your Tasty Bone; (v) errors caused by the operations of the Internet, any blockchain technology, or any digital asset (e.g., NFTs, cryptocurrencies, etc.) including, but not limited to, hardware, software and Internet connections and/or failures, malicious software introduction, blockchain malfunctions or other technical errors, server failure or data loss, telecommunications failures, communication failures, disruptions, errors, distortions or delays you may experience related to the Tasty Bone, and third parties obtaining unauthorized access to information stored within your digital wallet or elsewhere; (vi) changes or upgrades to the Ethereum blockchain, including a hard fork, failure or cessation of the Ethereum blockchain, or a change in how transactions are confirmed on the Ethereum blockchain, that effect the use or value of the Tasty Bone; (vii) loss of access to your Tasty Bone due to loss of private key(s), custodial error or your error; (viii) mining attacks, hacking, security weaknesses, fraud, counterfeiting, cyberattacks, personal information disclosure, unauthorized third-party activities, including, without limitation, the introduction of viruses or other malicious code or harmful components, the use of phishing, sybil attacks, 51% attacks, bruteforcing, and other technological difficulties (ix) changes to the regulatory regime governing blockchain technologies, cryptocurrencies, or token, or new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies, that affect the use or value of your Tasty Bone or any cryptocurrency; and (x) tax treatment of NFTs or cryptocurrencies. In addition to assuming all of the above risks, you acknowledge that you have obtained sufficient information to make an informed decision to obtain the Tasty Bone and understand the terms of this Agreement, and that you understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for you. Royal Labs cannot and do not represent or warrant that any Tasty Bone, or its supporting systems or technology, is reliable, current or error-free, meets your requirements, or that defects in the Tasty Bone, or its supporting systems or technology, will be corrected.
Royal Labs is not responsible for any transaction between you and a third party and we shall have no liability in connection with any such transaction. We do not make any promises or guarantees related to public blockchains or any third parties and any related application and/or service, including, but not limited to, the continued availability of either and/or the protection and/or storage.
EXCEPT WHERE PROHIBITED, YOU AGREE THAT: (1) ANY AND ALL CLAIMS, JUDGMENTS, AND AWARDS SHALL BE LIMITED TO ACTUAL OUT-OF-POCKET COSTS INCURRED, BUT IN NO EVENT ATTORNEYS’ FEES; (2) NO PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, MAY BE AWARDED (COLLECTIVELY, “SPECIAL DAMAGES”), AND (3) YOU HEREBY WAIVES ALL RIGHTS TO CLAIM SPECIAL DAMAGES AND ALL RIGHTS TO HAVE SUCH DAMAGES MULTIPLIED OR INCREASED. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE WEBSITE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE WEBSITE AND TASTY BONES TO YOU WITHOUT THESE LIMITATIONS.
7. Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
Any dispute or claim relating arising under this Agreement or in any way to your use of your Tasty Bone or the associated Art, or in connection with any other products or services sold or distributed in connection with the Tasty Bone, as applicable, will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. The decision of the arbitrator will be in writing and binding and conclusive on you and us, and judgment to enforce the decision may be entered by any court of competent jurisdiction.
To begin an arbitration proceeding, you must send us notice of the dispute, claim or controversy. The notice must include a brief written statement that sets forth your name, address, and contact information, the facts giving rise to the dispute, claim, or controversy and the relief requested. You must send any such notice via email to email@example.com.
You and Royal Labs will attempt to resolve any dispute, claim, or controversy through informal negotiation within thirty (30) days from the date that any notice of dispute, claim, or controversy is sent. You and Royal Labs shall use reasonable, good faith, efforts to settle any dispute, claim, or controversy through consultation and good faith negotiations. After 30 days, then you and/or we may resort to the other alternatives described in this Section. Notwithstanding the foregoing, the notice and 30-day negotiation period required by this paragraph shall not apply, however, to disputes, claims, or controversies concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Tasty Bone or associated Art.
You are responsible for all costs that you may incur in connection with the arbitration including, but not limited to attorney’s fees and expert witness costs unless Royal Labs is otherwise specifically required to pay such fees under applicable law. The decision of the arbitrator will be in writing and binding and conclusive on you and us, and judgment to enforce the decision may be entered by any court of competent jurisdiction. You and Royal Labs agree that dispositive motions, including without limitation, motions to dismiss and motions for summary judgment will be allowed in the arbitration. The arbitrator must follow this Agreement and can award the same damages and relief as a court, including injunctive or other equitable relief and attorney’s fees. Notwithstanding the foregoing, you and Royal Labs agree not to seek any attorney’s fees and expert witness costs unless the arbitrator finds that a claim or defense was frivolous or asserted for an improper purpose.
If any clause within these arbitration provisions is found to be illegal or unenforceable, that specific clause will be severed from these arbitration provisions, and the remainder of the arbitration provisions will be given full force and effect. In the event some or all of these arbitration provisions are determined to be unenforceable for any reason, or if a claim, dispute or controversy is brought that is found by a court to be excluded from the scope of these arbitration provisions, you and Royal Labs agree to waive, to the fullest extent allowed by law, any trial by jury.
The terms of these arbitration provisions will also apply to any claims asserted by you against any present or future parent or affiliated company or licensor of Tasty Bone or Art to the extent that any such claims arise out of this Agreement or in any way to your use of the Tasty Bone or Art or in connection with any other products or services sold or distributed in connection with Royal Labs.
8. Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
You agree that you and Royal Labs will resolve any disputes, claims or controversies on an individual basis, and that any claims brought under this Agreement in connection with the Tasty Bone or associated Art will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. You further agree that you shall not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising under this Agreement or in connection with the Tasty Bone or associated Art.
You will defend, indemnify, and hold Royal Labs and their respective affiliates, subsidiaries, parents, successors and assigns, and, with respect to the foregoing entities, each of their respective officers, licensors, directors, employees, agents and shareholders, harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your license, sale or possession of the Tasty Bone and/or the associated Art including: (1) your breach of this agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit in the course of obtaining a Tasty Bone, communications seeking our consent to activities or otherwise, infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the Tasty Bone and associated Art. this indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
Taxes: You are responsible for all applicable taxes including any VAT, sales or compensating use tax or equivalent tax wherever such taxes may arise in connection with your purchase or sale of a Tasty Bone on a Secondary Marketplace or holding of a Tasty Bone obtained from our Website. We are not responsible for determining the taxes that may apply to your transaction(s).
Severability: If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Entire Agreement: This Agreement constitutes the entire Agreement of the parties with respect to the matters provided for herein and is not intended to be modified or limited in any way by any other written instrument or oral agreement previously made or entered into by the parties hereto. This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and Royal Labs, and no other person shall assert any rights as a third-party beneficiary hereunder.