SKY CASTLE NFT TERMS

These terms (“Terms”) are a legally binding agreement by and between Luna Labs LLC, a Delaware limited liability company and its affiliates, successors and assigns (“Luna Labs,” “Luna,” “we,” or “us”) and any Holder of a Sky Castle NFT (“you” or “Holder”) governing the parties’ rights and obligations with respect to Sky Castle NFTs and Sky Castle Art.

NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER:

BY ACCEPTING THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND LUNA LABS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 10 (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 10 WILL NOT APPLY TO YOU, BUT THE PROVISIONS OF SECTION 11 (GOVERNING LAW AND FORUM CHOICE) 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.

1. Ownership.

You Own Your Sky Castle NFT.
- Definitions. “Sky Castle NFTs” refer to any Sky Castle branded or themed unique digital collectible represented by non-fungible tokens created by or on behalf of Luna Labs minted by a smart contract deployed to the Ethereum blockchain at an address set forth at https://www.skycastle.ai/nft-collections (each a “Sky Castle Smart Contract”). Subject to Section 4(a) below, when you own a digital wallet that holds a Sky Castle NFT, as recorded by a Sky Castle Smart Contract, you hold the exclusive right to hold, sell, transfer, and execute blockchain transactions involving that Sky Castle NFT (“Your Sky Castle NFT”). Except for the Sky Castle NFTs we own, Luna Labs has no right or ability to seize, freeze, or otherwise modify the ownership of any Sky Castle NFT.
- Sky Castle Art. Each Sky Castle Smart Contract associates each Sky Castle NFT with a piece of digital art associated with such Sky Castle NFT (“Sky Castle Art”) and may also associate personality traits and other characteristics that Holders may interact with using the Utility (as defined below). The Sky Castle Art was created, in part, using Stable Diffusion, a generative artificial intelligence platform made available by Stability AI Ltd. Accordingly, you acknowledge and agree that the Sky Castle Art may not be unique and may appear the same or similar to other Sky Castle Art or other output created by other users of Stable Diffusion.
We Own (but License to You) the IP in Your Sky Castle Art. To the extent ownable, Luna Labs owns all rights, title, and interest in and to the Sky Castle Art including any and all copyrights, trademarks, and other intellectual property rights therein (“IP”). However, we grant you the Licenses (defined below) to use the Sky Castle Art associated with Your Sky Castle NFT (“Your Sky Castle Art”) for as long as you hold Your Sky Castle NFT. All rights not expressly granted herein are reserved by us.
You own the IP in Your Derivative Sky Castle Works. Subject to Section 2 below, as between you and Luna Labs, you own all right, title and interest in and to any “derivative work,” as defined by the United States Copyright Act, that you create based upon Your Sky Castle Art during the License Term (defined below) (“Your Derivative Sky Castle Work”); provided, however, that to the extent ownable, (i) we retain the copyright in the Sky Castle Art underlying any of Your Derivative Sky Castle Work; (ii) your use of any of Your Derivative Sky Castle Work during and after the License Term is subject to these Terms; and (iii) your use of any of Your Derivative Sky Castle Work after the License Term may require a license from the current Holder of the Sky Castle NFT.
Additional Benefits. Luna Labs does not guarantee any rights or benefits beyond the rights granted in these Terms. However, Holders may be offered utility, benefits, or entitlements, including without limitation, content, applications or other items made available or developed by Luna, or third parties to Holders (collectively, “Utility”). For example, Holders may be able to utilize their Sky Castle NFTs in an “open” ecosystem that enables Holders to interact with their Sky Castle NFTs. Any Utility may be subject to other terms and conditions, and it is solely your responsibility to comply with such terms and conditions. Luna Labs has no obligation to provide or develop any Utility and may, in its sole discretion and for any reason or no reason, may cease to make available any Utility. Luna Labs will not be responsible in any manner for any Utility offered by any third party. USE OF THE UTILITY IS SUBJECT TO ADDITIONAL APPLICABLE TERMS. NEITHER LUNA LABS NOR ANY THIRD PARTY MAKES ANY REPRESENTATION, WARRANTY, GUARANTEE, OR OTHER PROMISE REGARDING THE AVAILABILITY, DEVELOPMENT, SUSTAINABILITY, OR OPERATION OF THE UTILITY. NO UTILITY, WHETHER FROM A THIRD PARTY OR FROM LUNA LABS (E.G., AI CHAT OFFERED BY LUNA LABS), MAY EXIST OR BE AVAILABLE TO FACILITATE INTERACTIONS WITH THE SKY CASTLE NFTS.
No Other Ownership. Your Sky Castle NFT does not grant any ownership or other rights unless expressly stated in these Terms. Without limitation, will have no ownership rights over any Utility or any ecosystem that facilitates your access to Utility.

2. License.

Non-Commercial License to the Sky Castle Art. Subject to your acceptance of, and compliance with, these Terms, upon lawfully acquiring Your Sky Castle NFT, and for so long as you hold Your Sky Castle NFT (both dates as recorded by a Sky Castle Smart Contract) (the “License Term”), and to the extent there is an ownable interest in Your Sky Castle Art, Luna Labs grants you a non-exclusive, worldwide, royalty-free, revocable license, with no right to sublicense, to use, copy, display, modify and create derivative works of the Sky Castle Art linked to Your Sky Castle NFT for your own persona, non-commercial use (e.g., home display, display in your wallet, as a profile picture on social media, or to create a pixel-art version for use in a third party platform) (“Non-Commercial License”).
Commercial License to the Sky Castle Art. Subject to your acceptance of, and compliance with, these Terms, upon lawfully acquiring Your Sky Castle NFT and, for the License Term, and to the extent there is an ownable interest in Your Sky Castle Art, Luna Labs grants to you a non-exclusive, worldwide, royalty-free, sublicensable (only to service providers assisting you with a Commercial Use) license to use, reproduce, distribute, publicly display, publicly perform, and transmit Your Sky Castle Art for any Commercial Use (“Commercial License”, and together with the Non-Commercial License, the “Licenses”). “Commercial Use” means the use of the Sky Castle Art linked to Your Sky Castle NFT for all lawful commercial uses performed with the intent to generate revenue, including but not limited to the sale or transfer of items on any marketplace, merchandising, or creating a comic book or video game. The Commercial License does not include a right to modify or create any Derivative Sky Castle Art except as necessary to adapt and depict Your Sky Castle Art in or on the goods or media created pursuant to this Commercial License.
License Back to Luna Labs. You hereby grant Luna Labs use, reproduce, distribute, publicly display, publicly perform, transmit, and create derivative works of Your Derivative Sky Castle Art, and may create works of authorship similar or identical to any of Your Derivative Sky Castle Work (“Luna Derivative Sky Castle Work”). You hereby irrevocably waive and agree not to assert any claims based on “moral rights” or similar theories.
Covenant not to Sue. You acknowledge and agree that the Luna Labs may use generative artificial intelligence to create Luna Derivative Sky Castle Work and that such Luna Derivative Sky Castle Work may not be unique and may look the same or similar to Your Sky Castle Art, Your Derivative Sky Castle Work or the output for other users of services utilizing the generative artificial intelligence functionality. Accordingly, on behalf of yourself and your heirs, successors and assigns, you irrevocably covenant not to assert or bring any suit, claim, demand or challenge against Luna Labs, or our licensors or licensees in connection with their or our use of Luna Derivative Sky Castle Work, even if such Luna Derivative Sky Castle Work is similar to any of Your Derivative Sky Castle Works.
Restrictions and Reservations.
- The Licenses extend only to Your Sky Castle Art—meaning, the complete selection and arrangement of all base layers, features, attributes, and other elements that comprise Your Sky Castle Art. Thus, while the Licenses allow you to create and exploit Your Derivative Sky Castle Works, the License does not grant you rights in any individual element of Your Sky Castle Art, or a license to exploit any individual element separate and apart from Your Sky Castle Art. For example, the License allows you to create three-dimensional renditions of, and to add new clothing to, Your Sky Castle Art, but does not allow you to extract individual features (e.g., hair, accessories) for use in a separate work.
- The License does not grant you any rights in or to any and all logos, trade names, brands, trade dress, or trademarks associated with Luna Labs, skycastle.ai, and the Sky Castle NFTs (e.g., “Sky Castle”, “Luna Labs”, or the names of Sky Castle NFT-related characters, features, products or services developed by Luna Labs), all of which are expressly reserved to Luna Labs (collectively, “Luna Marks”). Without Luna Labs’ prior written consent: (i) you may not make Commercial Use of Luna Marks, and (ii) you hereby agree that any Luna Marks you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to Luna Labs. For the sake of clarity, the Luna Marks do not include Your Sky Castle Art, in which you may acquire trademark rights through the exercise of your rights in accordance with, and subject to, these Terms and applicable law.
- Any application to register a trademark in Your Sky Castle Art must occur during the License Term and be based solely upon the actual use of the Sky Castle Art in commerce and solely for the goods or services in connection with which Your Sky Castle 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 Sky Castle Art on an “intent to use” basis or where you otherwise have not used Your Sky Castle Art in commerce.
- Luna may collaborate with third parties to create Sky Castle NFTs that include artwork, images, works of authorship, logos, trademarks, service marks, or trade dress owned by a third party ("Third Party Content"). The License in Section 2(b) does not apply to any Sky Castle NFT Art that contains Third Party Content, and you may not use, copy, reproduce, display, create derivative works of, or create new NFTs based on such Third Party Content, or any portion thereof, for any Commercial Use, unless we or the applicable third parties expressly provide our consent in writing. You agree to comply with any additional terms that may apply to Sky Castle NFTs that include Third Party Content.
- In accordance with Stable Diffusion’s acceptable use policy, you may not use Your Sky Castle Art: (a) in any way that violates any applicable national, federal, state, local or international law or regulation; (b) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way; (c) to generate or disseminate verifiably false information and/or content with the purpose of harming others; (d) to generate or disseminate personal identifiable information that can be used to harm an individual; (e) to defame, disparage or otherwise harass others; (f) for fully automated decision making that adversely impacts an individual’s legal rights or otherwise creates or modifies a binding, enforceable obligation; (g) for any use intended or which has the effect of discriminating against or harming individuals or groups based on online or offline social behavior or known or predicted personal or personality characteristics; (h) to exploit any of the vulnerabilities of a specific group of persons based on their age, social, physical or mental characteristics, in order to materially distort the behavior of a person pertaining to that group in a manner that causes or is likely to cause that person or another person physical or psychological harm; (i) for any uses intended to or which has the effect of discriminating against individual or groups based on legally protected characteristics or categories; (j) to provide medical advice and medical results interpretation; (k) to generate or disseminate information for the purpose to be used for administration of justice, law enforcement, immigration or asylum processes, such as predicting an individual will commit fraud/crime commitment (e.g., by text profiling, drawing causal relationships between assertions made in documents, indiscriminate and arbitrarily-targeted use); or (l) 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.

3. Enforcement.

Copyright Notices. To the extent there is an ownable interest in Your Sky Castle Art, you may include the following copyright notice with Your Sky Castle Art: “Sky Castles © 2023 Luna Labs” (the “Luna Copyright Notice”). Subject to your compliance with these Terms, and to the extent there is an ownable interest in Your Derivative Sky Castle Work, you may include a copyright notice identifying you, or such other person you designate, as the copyright Holder of any of Your Derivative Sky Castle Work created during the License Term, provided that you also include the Luna Copyright Notice.
Copyright Registrations. Any application to obtain a copyright registration in Your Sky Castle Art shall identify “Luna Labs LLC” as the copyright Holder of the Sky Castle Art. Any application to obtain a copyright registration in any of Your Derivative Sky Castle Work may identify you or such other person you designate as the copyright Holder but shall identify Your Sky Castle Art as a preexisting work upon which such Your Derivative Sky Castle Work is based.
Actions. To the extent applicable law authorizes you to bring a claim for infringement based upon the unauthorized use of Your Sky Castle Art, you agree that: (i) any such claim shall be based solely upon the unauthorized use of Your Sky Castle Art, not other Sky Castle Art—for example, on the ground that the other Sky Castle Art is substantially similar to Your Sky Castle Art; and (ii) Luna Labs 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.
Disputes Among Holders. Luna Labs has no obligation to support the resolution of, or resolve any, dispute that may arise between Sky Castle NFT holders.

4. Transfers.

Restriction on Transferability. Certain Sky Castle NFTs may be subject to transfer restrictions for a specified period of time (such time period, the “Lock-up Period”). Holders of those certain Sky Castle NFTs may not transfer or resell their Sky Castle NFTs until after the expiration of the Lock-up Period. More information about the Lock-Up Period, including the Sky Castle NFTs to which it applies and the applicable duration, can be found at https://www.skycastle.ai/nft-collections.
No Decoupling. Except as expressly provided herein, ownership of a Sky Castle NFT and the License are not separable in any way. You may not engage in any transaction or activity that purports to decouple the License from Your Sky Castle NFT.
Termination of License. Upon the transfer of Your Sky Castle NFT to a new Holder, as recorded by a Sky Castle Smart Contract: (i) your License hereunder shall immediately and automatically terminate; (ii) you must discontinue any use of Your Sky Castle Art as a trademark or other source identifier; and (iii) any trademark and corresponding registration obtained in connection with your exercise of the License shall be deemed abandoned unless duly transferred to the new Holder under a separately negotiated written agreement.
Published Sky Castle Works. If, during the License Term, you create and make available to the public a work using Your Sky Castle Art (a “Published Sky Castle Work”), you may, except as set forth in Section 4(c)(ii), continue to use and exploit that Published Sky Castle 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 Sky Castle Work after the License Term; and (ii) this privilege does not allow you to use the Sky Castle Art to create any new works or materials after the License Term. Thus, for example:
- A digital series featuring Your Sky Castle 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 the Sky Castle 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 Sky Castle 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 Sky Castle Art would require a license from the new Holder.

5. Holder’s Representations and Warranties. Holder represents and warrants that Holder:

is over the age of majority and has the legal capacity to enter into these Terms;
will only use and interact with any Sky Castle NFT and Sky Castle Art in accordance with these Terms;
will comply with all applicable law in the exercise of its rights and obligations under these Terms and will not violate any right of Luna Labs, its licensors, or any right of any third party; and
is not, and will not, knowingly execute a transaction involving a Sky Castle NFT or Sky Castle Art 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.

6. Warranty Disclaimers.

EACH SKY CASTLE NFT, SKY CASTLE NFT ART, AND ANY UTILITY IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, LUNA 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.
EACH SKY CASTLE 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 UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM BLOCKCHAIN, WHICH LUNA LABS DOES NOT CONTROL.
LUNA LABS WILL NOT BE RESPONSIBLE OR LIABLE TO HOLDER FOR ANY LOSS IN CONNECTION WITH ANY SKY CASTLE NFT OR SKY CASTLE ART AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO HOLDER FOR, ANY USE OF OR INABILITY TO USE ANY SKY CASTLE NFT OR SKY CASTLE ART, 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) THE FUNCTIONING OR OUTPUT OF ANY SOFTWARE OR HARDWARE; (III) DATA LOSS OR CORRUPTION; (IV) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS OR WALLETS; (V) UNAUTHORIZED ACCESS TO ANY SKY CASTLE NFT OR SKY CASTLE ART, OR ANY UNDERLYING TECHNOLOGY; OR (VI) THE ACTS OR OMISSIONS OF ANY THIRD PARTY, SUCH AS A HACK OR DATA BREACH.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONSUMER CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

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

Sky Castle NFTs and Sky Castle Art may be used in myriad ways. While we strongly encourage transparency, communication, and research prior to acquiring a Sky Castle NFT, including to understand what previous and existing uses have been made of the Sky Castle NFT and Sky Castle Art and how those uses may affect value, any purchase of a Sky Castle NFT is at the purchaser’s own risk. Luna Labs is not responsible for verifying or providing information on how a Sky Castle NFT or its Sky Castle Art have been exploited. Additional documentation from an Holder may be necessary or prudent.
Luna Labs is not responsible for determining or paying any taxes that apply to any Holder’s purchase, sale, or transfer of rights in each Sky Castle NFT. As between the parties, Holder is solely responsible for determining what, if any, taxes apply to such transactions.
Transactions involving Sky Castle NFTs and Sky Castles Art rely on third-party or decentralized 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 Luna Labs 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.

8. Indemnity.

Holder shall defend, indemnify, and hold Luna Labs, 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 are related to or in connection with, any claim, suit, action, 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 Sky Castle NFT or Sky Castle Art, whether or not such person personally purchased a Sky Castle NFT) against the Indemnified Parties, or on account of the investigation, defense, 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 these Terms; (c) your exercise or attempted exercise of the License; or (d) your actual or alleged violation of applicable law. Counsel to be used in the defense of such claim must be approved by Luna Labs in writing prior to retention of such counsel and, upon our request, you will allow us to participate in the defense 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.

9. Limitation of Liability.

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 THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY SKY CASTLE NFT, SKY CASTLE ART, OR UTILITY WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LUNA LABSOR 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. IN NO EVENT WILL ANY INDEMNIFIED PARTY’S CUMULATIVE LIABILITY HEREUNDER FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED $100.
BY PURCHASING OR OWNING A SKY CASTLE NFT, HOLDER ACKNOWLEDGES THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LUNA LABS AND HOLDER.

10. Dispute Resolution.

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 Sky Castle NFT or Sky Castle 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.
Exceptions. As a limited exception to Section 10(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.
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. 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 one lives, with provision to be made for remote appearances to the maximum extent permitted by the AAA rules, unless the parties 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 these Terms.
Arbitration Costs. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, and Luna Labs won’t seek to recover the administration and arbitrator fees for which Luna Labs is responsible unless the arbitrator finds your Dispute is frivolous. If Luna Labs prevails in arbitration, Luna Labs will pay all of its 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.
Injunctive and Declaratory Relief. Except as provided in Section 10(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 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 Luna Labs 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 hall be stayed pending the outcome of the merits of any individual claims in arbitration.
Class Action Waiver. YOU AND LUNA LABS 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.
Severability. With the exception of any of the provisions in Section 10(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.

11. 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 Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 10 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined above) will be the state and federal courts located in Dover, Delaware and you and Luna Labs each waive any objection to jurisdiction and venue in such courts.

12. Amendments.

Luna Labs reserves the right to clarify or amend these Terms by publicly publishing a new version of them, including, but not limited to, on https://www.skycastle.ai/, or any successor website.

13. Miscellaneous.

The License applies only to the Sky Castle NFT on the blockchain that Luna Labs, 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 Sky Castle NFTs, only the non-fungible token recorded on the blockchain designated by Luna Labs will be eligible to receive the benefit of the License. Any license purportedly granted hereunder to the Holder of a non-fungible token recorded on a blockchain not designated by Luna Labs is void ab initio.
These Terms will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.
These Terms constitute the entire agreement, and supersede any and all prior or contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of these Terms, all of which are hereby merged into these Terms. Without limitation, the terms of any other document, publication, course of dealing, or course of trade will not modify these Terms, except as expressly provided in Sections 12 or 13(a) or as the parties may agree in writing.
Failure to promptly enforce a provision of these Terms or any rights related to the Sky Castle NFT or Sky Castle Art will not be construed as a waiver of such provision or rights.
Nothing contained in these Terms 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, authorized 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. Nothing contained in these Terms will be deemed to create any third-party beneficiary right upon any third party whatsoever.
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 these Terms into full force and effect.
If any one or more of the provisions of these Terms 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 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 are for convenience or reference only and do not form a part of these Terms and will not in any way affect its interpretation.
Neither party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise.
For purposes of these Terms, 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 Luna Labs by contacting Luna Labs at contact@skycastle.ai. Notice is effective upon receipt.
The parties have agreed to contract electronically and, accordingly, electronic signatures or any other forms of acceptance permitted by law, will be given the same effect and weight as original signatures.