Posted date:  23 June 2023

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Effective date: 1 July 2023

These Terms of Use (“Agreement”) constitutes a legally binding contract between Shibui Labs LLC of 2 N. Central Ave Suite 1800, Phoenix, AZ 85004 (“Shibui Labs,” “we,” “us,” “our”) and you, as a User (“User”, “Users”, “you” or “your”) with respect to the Shibui Labs Services, software, apps, and Purchased NFTs (as defined below) located at https://shibuilabs.io, https://shibuiuniverse.com and related Shibui Labs websites (the “Services”).
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It is important that you carefully read and understand the terms and conditions of this Agreement.  By accessing and using our Services, you are providing your consent to abide and be bound by this Agreement.  If you do not agree to these terms and conditions of the Agreement, you are not authorized to use the Services and you must immediate cease all use of the Services.
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This Agreement contains disclaimers of warranties and limitations on liability applicable to you.
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1. Definitions.

• a. Art means the particular graphic, image, illustration, design, drawing, or pictorial work associated with an NFT offered for license via the Services.
• b. NFT means any blockchain-tracked, non-fungible token associated with the Art offered for purchase via the Services.
• c. Purchased NFT means the NFT, and the associated Art purchased by you through our website.

2. Intended Users.  

• a. You hereby affirm that you are over the age of 16.  If you are under 16 years of age, then you may not use our Services.  You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
• b. The Services may not be used in any U.S. embargoed countries or used by anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List.  You represent and warrant that you are not located in a country that is subject to a U.S. government embargo and you are not listed on any U.S. government list of prohibited or restricted parties.
  

3. Licenses.  Subject to this Agreement:

• a. Services.  Shibui Labs hereby grants you a nonexclusive, nontransferable, non-sublicensable, license to access and use our Services for your personal, non-commercial use.  The Services include information provided on, by or through our Services, including but not limited to data, text, graphics, designs, logos, images, audio/visual materials, links, and references (collectively, the “Information”).

          4. Purchased NFT License. Shibui Labs hereby grants you a worldwide, non-exclusive, transferable license to use, reproduce, make derivative works of, publish, and display the Art associated with your Purchased NFT including specifically for the following purposes and restrictions:

• a. When you buy a Purchased NFT, you own the NFT as a token on the blockchain, but you do not own any intellectual property rights in the Art or the related content associated with such Purchased NFT except for the license grants expressly set forth herein.
• b. This license only lasts as long as you are the valid owner and holder of the Purchased NFT.  If you sell or transfer the Purchased NFT, this license will transfer to such other owner or holder of the Purchased NFT, and you will no longer have the benefits of such license.  All rights not expressly granted are reserved.
• c. You may use your Purchased NFT as part of any third-party websites, applications, or other services that permits the display, purchase, and sales of NFTs, as long as such third-party service cryptographically verifies each owner’s rights to their NFT and disables the public viewing of the NFT after the owner leaves such third-party website, application, or other services.
• d. The Art and derivative works of the Art (whether made by you or on your behalf) may be copied and used by you in other still settings (for example, on posters, t-shirts, household goods, and the like); but may not be used in any setting purporting to expand on or substitute for the stories in the Shibui universe (for example, as when used in motion animation, illustrated stories, and the like) without the express written permission of Shibui Labs.
• e. The rights set forth above shall not include the right to use your Purchased NFT in a manner that is unlawful, unethical, inappropriate for any age group or promotes harm to any persons.  If we believe you are engaged in any of the prohibited activities under this Agreements, we reserve the rights to suspend and/or terminate your access to the Services, without notice or liability to you.

          5. Reproduction.  Without the express written consent of Shibui Labs, no Information or any other Shibui Labs materials or property may be copied, reproduced, displayed, republished, downloaded, posted, digitized, translated, modified, transmitted, distributed, or commercially exploited in any way, except as expressly permitted in this Agreement.

         6. Unauthorized Use.  You may not authorize any Information to be reproduced, modified, displayed, performed, transferred, distributed, or otherwise used by any third party, and you agree that you will take all reasonable steps to prevent any unauthorized reproduction and/or other use of the Information.  You agree to advise Shibui Labs promptly of any such unauthorized use of which you are aware.  Failure to abide by these conditions will immediately terminate permission to use our Services and may result in the infringement of the copyrights and/or trademarks and other proprietary rights of Shibui Labs or others.  While using the Service, your use of the Service must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your or our jurisdiction.  You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.  You may not use our Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws.

4. Information Collected.  Use of our Services includes the submission of personal information through our online forms. You are agreeing to submit personal information including your name, email address, phone number, and publicly available blockchain address.

5. IP Ownership.

• a. Shibui Labs Copyright.  Our Services are owned and operated by Shibui Labs and its licensors, and the Information (and any intellectual property and other rights relating thereto) is and will remain the property of Shibui Labs.  The Information is protected by U.S. and international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable.  Except as set forth in this Agreement, you may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sub-license, sell, reverse engineer, decompile, or disassemble any part of our Services or any Information without our prior written permission.  Our Services and Information may be used solely (a) to the extent permitted in this Agreement or (b) as expressly authorized in writing by Shibui Labs.  Use of our Services or any Information for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using our Services or any Information.
• b. Shibui Labs Trademarks. The trademarks and logos displayed on our Services (collectively, the “Trademarks”) are the registered and unregistered trademarks of Shibui Labs.  Nothing contained in this Agreement, or our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark(s) without the express written permission of Shibui Labs.  You acknowledge and agree that all rights in and to the Shibui Labs trademarks are our exclusive property, and any goodwill generated by your use of any Shibui Labs trademark will inure to our exclusive benefit.  You will not take any action that conflicts with our rights in or ownership of any Shibui Labs trademark.

6. Term & Termination.  This Agreement is effective from the date that you first access our Services and shall remain effective until terminated in accordance with its terms. Shibui Labs may immediately terminate this Agreement, and/or your access to and use of our Services, or any portion thereof, at any time and for any reason, with or without cause, without prior notice.  You understand that Shibui Labs may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to Shibui Labs.  This Agreement will also terminate automatically if you fail to comply with any term or provision of this Agreement.  Upon termination of this Agreement by either party, your right to use our Services shall immediately cease, and you shall destroy all copies of information that you have obtained from our Services, whether made under the terms of this Agreement or otherwise.  All disclaimers and all limitations of liability and all Shibui Labs rights of ownership shall survive any termination.

7. Disclaimers.  OUR SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE INFORMATION AND SERVICES ARE CURRENT AND/OR UP-TO-DATE ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

THERE IS NO WARRANTY, REPRESENTATION OR GUARANTEE THAT OUR SERVICES, OR YOUR USE OF OUR SERVICES, WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT OUR SERVICES, OR ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE FROM OUR SERVICES, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF OUR SERVICES, AND YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF OUR SERVICES AND INFORMATION AND YOUR RELIANCE THEREON.

The above disclaimers also apply to any third-party services to which our Services may be linked.

8. Limitation of Liability, Indemnification, and Assumption of Risks.  

• a. NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER SHIBUI LABS NOR ANY OF ITS AGENTS, SUCCESSORS, OR ASSIGNS, NOR SHIBUI LABS MEMBERS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO OUR SERVICES, INFORMATION, AND/OR ANY LINKED PRODUCTS AND SERVICES, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO ANY CLAIMS RELATED TO THESE SERVICES, THE INFORMATION, OR ANY LINKED PRODUCTS AND SERVICES IS TO STOP USING OUR SERVICES, OR LINKED SERVICES, AS APPLICABLE AND A FULL REFUND OF THE FEES PAID FOR THE SERVICES.
  NEITHER SHIBUI LABS NOR ANY OF ITS AGENTS, SUCCESSORS, OR ASSIGNS, NOR SHIBUI LABS’S MEMBERS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES WILL HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES, EXPENSES OR OTHER LIABILITY INCURRED BY YOU AS A RESULT OF ANY INACCURACY, INCOMPLETENESS OR MISREPRESENTATION OF ANY INFORMATION, CONTENT, POSTINGS.
  
  b. Indemnification.  You agree to fully indemnify, defend, and hold Shibui Labs’ agents, successors, and assigns and Shibui Labs’ directors, officers, employees, consultants, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), and other expenses that arise directly or indirectly out of or from: (i) your breach of this Agreement; (ii) any allegation that any materials you submit to us or transmit to our Services infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; (iii) your activities in connection with our Services or other Services to which our Services are linked; and/or (iv) your negligence or willful misconduct.
  
  c. Assumption of Risks.  To the extent a there is a price or market for a blockchain asset, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, such as Purchased NFTs, and there is no guarantee Purchased NFTs will have or retain any value.  There are risks associated with using any internet-native assets (e.g., NFTs, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet”, and the Shibui Labs will not be responsible for any of these, no matter the cause.  Shibui Labs did not make any promises or guarantees about the availability of the Purchased  NFT or the Art on the internet or that they will host the Purchased  NFT or the Art at any specific location and/or for any specific period of time.  The Purchased NFTs are made available solely at your own risk and Shibui Labs is not  responsible for any transaction between you and a third party (e.g., your transfer of a Purchased  NFT from a third party on the so-called “secondary market”), and the Shibui Labs shall have no liability in connection with any such transaction.

9. General Provisions.

• a. Other Jurisdictions.  Shibui Labs makes no representation that our Services operate (or are legally permitted to operate) in all geographic areas, or that our Services or Information are appropriate or available for use in other locations. Accessing our Services from territories where our Services or any content or functionality of our Services or portion thereof is illegal is expressly prohibited.  If you choose to access our Services, you agree and acknowledge that you do so on your own initiative and at your own risk, and that you are solely responsible for compliance with all applicable laws.
• b. Notice.  By use of our Services, you consent to receive electronic communications from Shibui Labs.  You also agree that any such communications satisfy any legal requirement to make such communications in writing under this Agreement or under any applicable laws or regulations. Specifically, we may provide notice to you by sending an email to the address that you provided as part of your registration for our Services.  Any notice to Shibui Labs will be provided by both (i) send via an email to Shibui Labs legal@shibuilabs.iol; and (ii) providing a copy by certified mail, return receipt requested to:  Shibui Labs LLC., 22950 E Russet Road, Queen Creek, AZ 85142.
• c. No Waiver.  No delay or omission by either party in exercising any rights under this Agreement will operate as a waiver of that or any other right.  A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
• d. Assignment.  Neither this Agreement nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sublicensable by you except with Shibui Labs’ s prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void.  Shibui Labs may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion.
• e. Right to Change Terms.  We reserve the right at any time, with or without cause, to (i) change the terms and conditions of this Agreement; (ii) change our Services; or (iii) deny or terminate your use of and/or access to our Services.  Any changes we make will be effective immediately upon our making such changes to our Services, with or without additional notice to you.  You agree that your continued use of our Services after such changes constitutes your acceptance of such changes.  You hereby acknowledge that you have carefully read all the terms and conditions of our Privacy Policy (which can be accessed at https://shibuilabs.io/privacy and agree to all such terms and conditions.  Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement.  YOUR CONTINUED USE OF OUR SERVICES AFTER SUCH POSTING MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS OF USE.
• f. Dispute Resolution.  Any controversy between the Parties to this Agreement involving the construction or application of any of the terms, provisions, or conditions of this Agreement, shall on written request of either party served on the other, be submitted first to mediation and then if still unresolved to binding arbitration. Said mediation or binding arbitration shall comply with and be governed by the provisions of the American Arbitration Association for Commercial Disputes unless the Parties stipulate otherwise. The attorneys’ fees and costs of arbitration shall be borne by the losing party unless the Parties stipulate otherwise, or in such proportions, as the arbitrator shall decide.
• g. Governing Law & Venue.  This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Texas.  The Courts of Harris County, Texas shall be the exclusive forum for any mediation, arbitration, litigation, or dispute resolution.
• h. Class Action Waiver.  To the maximum extent permitted by applicable law, You and Shibui Labs agree to only bring disputes in an individual capacity and shall not:  (i)  seek to bring, join, or participate in any class or representative action, collective or class-wide arbitration, or any other action where another individual or entity acts in a representative capacity (e.g., private attorney general actions); or (ii) consolidate or combine individual proceedings or permit an arbitrator to do so without the express consent of all parties to this Agreement and all other actions or arbitrations.
• i. Enforceability.  If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then (i) that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions, and (ii) this Agreement shall be deemed cancellable at the option of the party asserting the enforceability of said provision.
• j. Entire Agreement.  This Agreement, along with the Privacy Policy, constitute the entire agreement with respect to the relationship between Shibui Labs and you and supersedes all prior agreements, whether written or oral, concerning such relationship.  This Agreement may not be changed, waived, or modified except by Shibui Labs as provided herein or otherwise by written instrument signed by Shibui Labs.

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