Last Updated: November 16, 2022

This Knights Who Say Nah NFT Purchase and License Agreement is a legally binding agreement by and between The Knights Who Say Nah, LLC (“Knights”) and the purchaser, and any subsequent purchaser(s), (collectively and as applicable, “You” and “Your”) of the Knights Collectible (defined below).

THIS AGREEMENT (DEFINED BELOW) CONTAIN DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT KNIGHTS LIABILITY TO YOU. THIS AGREEMENT INCLUDE WAIVERS OF CLASS ACTIONS AND JURY TRIALS AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.

1. Definitions.

(a) “AAA” means the American Arbitration Association and its then current commercial arbitration rules.

(b) “Additional Benefit” means collectively and individually any additional content, products, services, and/or other benefits available to an owner of a Knights Collectible.

(c) “Agreement” collectively means these terms, any other terms and conditions referenced herein (including without limitation the Website Terms and Privacy Policy), and any additional terms and conditions specific for a particular Sale Date and/or Knights Collectible and/or Art, which will be available to You on the Website or otherwise communicated to You in writing (email to suffice).

(d) “Art” means the digital art that is provided by and owned by Knights and is linked to the Knights Collectibles. For avoidance of doubt, the Art is solely digital in nature and does not include any items or representations that have any physical dimensions such as mass or volume.

(e) “Commercial Use” means any activity that is performed with the intent to generate revenue, such as sale or transfer of items (including NFTs) on any marketplace, creating and selling merchandise or creating a story or video game.

(f) “Damages” means assessments, fines, penalties, interest and collection fees, assessment of taxes (whether on an actual or extrapolated basis), fees, fines, bona fide settlements, costs, damages (including consequential, indirect, special, incidental or punitive damages), expenses (including without limitation reasonable attorneys’ fees, expenses and costs), judgments, liabilities or losses incurred in connection with a Dispute.

(g) “Dispute” means, collectively, any controversy, allegation, action, cause of action, cease and desist letter, charge, citation, demand, directive, lawsuit or other litigation or proceeding, or notice or claim arising out of or related to the Knights Collectibles or this Agreement.

(h) “Extension” means a third-party design that: (i) is intended for use as an extension or overlay to the Art, (ii) does not modify the underlying Art, and (iii) can be removed at any time without affecting the underlying Art.

(i) “JAMS” means Judicial Arbitration and Mediation Services Inc.

(j) “Knights Collectible” means an NFT that, as of its genesis issuance, is linked to a display of Art. Knights Collectibles are controllable electronic records recorded on the Ethereum blockchain.

(k) “Knights Materials” means, collectively, the Website, Art, Additional Benefits provided by Knights, and associated services, and all intellectual property rights therein, including, without limitation, all designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements thereof.

(l) “Knights Parties” means Knights or its parent, subsidiary, and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys, and employees.

(m) “NFT” means any blockchain-tracked non-fungible token, including those complying with the ERC-721A, ERC-721, ERC-1155, or other non-fungible token standard, each as may be amended from time to time.

(n) “Parties” (collectively) or “Party” (individually) means Knights and You, as may be referred to throughout this Agreement.

(o) “Primary Transaction” means a transaction in which the Knights Collectible is first sold.

(p) “Privacy Policy” means the PRIVACY POLICY set forth on the Website (www.KnightsSayNah.com/Pages/privacy-policy).

(q) “Prohibited Transferees” means a person or entity which 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.

(r) “Revenue Cap” means Fifty Thousand United States Dollars ($50,000 USD) in gross revenue in a rolling twelve (12) month period.

(s) “Sale Date” means the period of time set for the Primary Transaction of the applicable Knights Collectibles, which may be found on the Website.

(t) “Secondary Transaction” means any transaction in which a Knights Collectible is sold by one owner to another owner or is otherwise transferred in any manner that is not a Primary Transaction.

(u) “Third Party Content” means artwork, images, works of authorship, logos, trademarks, service marks, or trade dress owned by a third party.

(v) “Transfer Fee” means a fee which is paid or payable to Knights pursuant to any Secondary Transaction, and is equal to: (i) for two dimensional, or 2D, NFTs, 5 % of the gross amounts paid by the Transferee; and (ii) for three dimensional, or 3D, NFTs, 10% of the gross amounts paid by the Transferee.

(w) “Transferee” means the recipient/purchaser of a Knights Collectible pursuant to a Secondary Transaction.

(x) “Transferor” means the transferor/seller of a Knights Collectible in a Secondary Transaction.

(y) “Wallet” means a cryptocurrency wallet provided by a trusted service provider of Your choice (such as MetaMask or Wallet Connect) that may be utilized for the purchase of the Knights Collectible.

(z) “Website” means www.KnightsSayNah.com and any website or mobile app related to the Knights Collectibles.

(aa) “Website Terms” means the TERMS for the Website (www.KnightsSayNah.com/Pages/Terms-Conditions).

2. Agreement to Terms.

By purchasing a Knights Collectible, You acknowledge that You have carefully read and agree to the terms of this Agreement. This Agreement governs Your ownership and use of the Knights Collectible, as well as participation in the Primary Transactions on the Website, which is facilitated by the Ethereum blockchain, and subsequent transactions between any Transferors and Transferees, which may occur on Open Sea or other platform. Ethereum is not a party to this Agreement.

(a) Additional Terms: This Agreement also expressly incorporate the Website Terms, and any other documents referenced herein and govern Your access to and use of the Website, as well as all content, functionality, and services offered on or through the Website, including the Knights Collectibles. You further acknowledge that You have carefully read and have accepted the Website Terms. If there is a conflict between the Website Terms and this Agreement with respect to the Knights Collectibles, and Art, this Agreement controls. Your Knights Collectible may be subject to additional terms and conditions which will be available to You on the Website or otherwise communicated to You in writing (email to suffice). In the event of a conflict between the terms of this Agreement and the terms of such additional terms and conditions, the terms of such additional terms and conditions will govern solely as it relates to the conflicting provision(s).

(b) Your Information. Any time You provide Your information (including personal information) to Knights, You agree to the collection, use, storage, sharing (i.e., by way of example only, with Knights’ affiliates, and with third-party partners, service providers, etc.), transfer, and processing of Your information by Knights for the purposes described in our Privacy Policy. We take Your privacy seriously. For detailed information about our data collection and use practices, as well as the choices You have in relation to Your personal information, please read our Privacy Policy.

3. License Terms.

(a) License Grant. Subject to Your continued compliance with this Agreement and only for so long as You own a Knights Collectible, Knights grants You with a limited, non-exclusive, worldwide, non-sublicensable license to use, copy, and display the Knights Collectible, along with any Extensions that You choose to create or use, solely for the following purposes, all subject to Section 4 (Restrictions): (i) for Your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of Your Knights Collectible; and (iii) as part of the Website or a third party website/application that permits the inclusion, involvement, or participation of Your Knights Collectible. Notwithstanding anything to the contrary contained in this Agreement, in no event will You be permitted to use, copy, or modify any of the Art for Your Knights Collectibles for any commercial purpose except as provided for in Section 3(b) (Commercial Use). For the avoidance of doubt, the license granted in this Agreement applies only to the extent that You continue to own the applicable Knights Collectible. If at any time You sell, trade, donate, give away, transfer, or otherwise dispose of Your Knights Collectible for any reason, the license granted herein will immediately expire with respect to that Knights Collectible without the requirement of notice, and You will have no further rights in or to the Art for that Knights Collectible.

(b) Commercial Use. Subject to Your continued compliance with this Agreement and only for so long as You own a Knights Collectible, Your purchase and license of the Knights Collectible permits You to make Commercial Use of Your Knights Collectible provided that: (i) such Commercial Use does not result in You earning more than the Revenue Cap; and (ii) You don't reference or identify Knights, or otherwise use Knights’ trademarks, service marks, or logo on, or to promote, such Commercial Use. For the avoidance of doubt, subject to Section 4 (Restrictions), nothing in this Section restricts You from: (x) owning or operating a marketplace that permits the use and sale of NFTs generally; (y) owning or operating a third-party website or application that permits the inclusion, involvement, or participation of NFTs generally; or (z) earning revenue from any of the foregoing, even where such revenue is in excess of the Revenue Cap. If You know or reasonably should know that You will exceed the Revenue Cap, You must send an email to Knights at legal@KnightsSayNah.com within fifteen (15) days of such acknowledgment, with the phrase “Knights Collectible License - Commercial Use” in the subject line, requesting a discussion with Knights regarding entering into a broader license agreement or obtaining an exemption (which may be granted or withheld in Knights’ sole and absolute discretion). If You exceed the scope of the license grant in this Section without entering into a broader license agreement with or obtaining such exemption, You acknowledge and agree that: (A) You are in material breach of this Agreement; (B) in addition to any remedies that may be available to Knights at law or in equity, Knights may immediately terminate this Agreement and the rights granted to You hereunder, without the requirement of notice; and (C) You will be responsible to reimburse Knights for any costs and expenses incurred by Knights during the course of enforcing the terms of this Agreement against You.

(c) Additional Benefits From time to time at their discretion, Knights or third parties may make Additional Benefits available to You. Neither Knights nor any third party has any obligation to inform you of, or to provide you with, any Additional Benefit, and You should therefore not expect any Additional Benefit when acquiring a Knights Collectible. It will be Your responsibility to keep apprised of the availability of any Additional Benefit and to take the necessary steps to apply for or collect any Additional Benefit. The terms and conditions applicable to any Additional Benefit will be set forth in the information or materials provided with the Additional Benefit and shall become a part of this Agreement for the duration of such Additional Benefit. Except to the extent set forth in such information or materials which shall supersede and govern over any conflicting or inconsistent provisions in this Agreement solely as it relates to such Additional Benefit, any digital works of authorship made available by Knights as an Additional Benefit will be licensed on the same terms set forth herein. Unless otherwise agreed pursuant to a binding agreement between You and the provider of an Additional Benefit, any Additional Benefit may be suspended or terminated at any time for any or no reason, including without limitation upon transfer by You of the applicable Knights Collectible or termination of any license rights set forth in this Agreement.

4. Restrictions.

(a) Knights Reservation of Rights. All rights not expressly provided for in this Agreement are hereby reserved by Knights. For the avoidance of doubt, You acknowledge and agree that: (i) as between You and Knights, Knights owns and retains all ownership right, title, interest, and intellectual property rights (including all copyright, trademark, name, likeness, voice and any other intellectual property rights) in and to all other elements of the Knights Materials: and (ii) as between You and the third party provider of an Additional Benefit, the third party provider of an Additional Benefit owns and retains all ownership right, title, interest, and intellectual property rights in and to all other elements of the Additional Benefit. The Art is licensed, not sold. You acknowledge and agree that Knights may: (y) modify, create derivative works of, and update any Knights Materials or other products which are similar or identical to Your Knights Collectible; and (z) be able to freely use said adaptation, derivative work or modifications without any fee to You or cost to Knights. For the avoidance of doubt, any physical item provided as an Additional Benefit shall not provide You with any license or intellectual property rights in or to any such physical item, except to the extent as may be expressly provided for in any separate terms and conditions applicable to such Additional Benefit.

(b) Restrictions on Use. Without limitation, You shall not, nor shall You permit any third party to do or attempt to do any of the following without express prior written consent from Knights, in its sole and absolute discretion: (i) use the Knights Materials in connection with media that depicts hatred, intolerance, violence, cruelty, explicit sexual acts, or any other subject matter that reflects negatively on the Knights brand; (ii) modify or create derivatives of the Knights Materials for Your Knights Collectible in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes (Your use of Extensions will not constitute a prohibited use hereunder); (iii) use the Knights Materials for Your Knights Collectible to advertise, market, or sell any third party product or service; (iv) use the Art for Your Knights Collectibles in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in Section 3(b) (Commercial Use) or solely for Your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for Your Knights Collectible, except as expressly permitted in Section 3(b) (Commercial Use); (vi) attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Knights Materials; or (vii) otherwise utilize the Knights, trade dress, name or logo for Your or any third party’s commercial benefit (including to register any domain names or social media accounts using any such intellectual property). Knights Collectibles may only be used and/or displayed on marketplaces, websites, and/or applications which cryptographically verify each owner’s rights to display the Art for their Knights Collectible to ensure that only the actual owner can display the Art and provided further that the Art is no longer visible once the owner of the Knights Collectible leaves the marketplace, website, or application, as applicable.

(c) Third Party Content From time to time, Knights may collaborate with third parties to create Knights Collectibles which include Third Party Content. You understand and agree that: (i) You will not have the right to use such Third Party Content in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (ii) that the Commercial Use license in Section 3(b) (Commercial Use) above will not apply; (iii) depending on the nature of the license granted from the owner of the Third Party Content, Knights may need to pass through additional restrictions on Your ability to use the Art; and (iv) to the extent that Knights informs You of such additional restrictions in writing, as provided for in Section 2(a) (Additional Terms), 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 license.

5. Knights’ Obligations to the Knights Materials.

Knights is not responsible for repairing, supporting, replacing, or maintaining websites (including the Website) or any storage provider or solution that hosts the Knights Materials, nor does Knights have the obligation to maintain any connection or link between a Knights Collectible and the corresponding Art.

6. Connecting A Cryptocurrency Wallet Is Required to Purchase a Knights Collectible.

When You connect Your Wallet, You accept and agree to be bound and abide by this Agreement and all of the terms incorporated herein by reference. You acknowledge and agree that by linking Your Wallet, You understand that You are solely responsible for maintaining the security of Your Wallet and Your control over any Wallet-related authentication credentials, private or public cryptocurrency keys, NFTs or cryptocurrencies that are stored in or are accessible through Your Wallet. Any unauthorized access to Your Wallet by third parties could result in the loss or theft of Knights Collectibles and/or funds held in Your Wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). We are not responsible for managing and maintaining the security of Your Wallet nor for any unauthorized access to or use of Your Wallet. If You notice any unauthorized or suspicious activity in Your Wallet that seems to be related to this Website, please notify us immediately.

7. Sale.

(a) Sale Date The Primary Transaction for Knights Collectibles will occur during a Sale Date. Knights reserves the right to change, alter, terminate, or extend the Sale Dates at any time, in its sole and absolute discretion.

(b) Terms of Sale. You may elect to purchase or trade Knights Collectibles, or to make Your Knights Collectibles interact with one another, or with or from other users on the Website. Any financial transactions that You engage in will be conducted solely through the Ethereum blockchain network. Knights will have no insight into or control over these payments or transactions, nor does Knights have the ability to reverse any transactions. As such, Knights 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 Website, or otherwise related to the Knights Collectibles or the Knights Materials, or any other transactions that You conduct via Ethereum or other blockchain network. All amounts owed to Knights hereunder will be paid in United States Dollars or in a cryptocurrency acceptable to Knights and will be paid to the account or digital wallet designated by Knights.

(c) Conditions of Participation in the Sale As a condition to Your participation in a Sale, You agree:

• (i) to avoid any anticompetitive conduct, such as actions that are deceptive or would artificially inflate or deflate the price of a Knights Collectible, or stimulate demand for a Knights Collectible;
• (ii) to report any suspicious activity of a Knights at legal@KnightsSayNah.com;
• (iii) that You will not attack, hack, DDOS, interfere with, or otherwise tamper with the smart contract associated with any Knights Collectible;
• (iv) that You will not participate in a sale to conceal or transfer proceeds relating to criminal activity or purchase a Knights Collectible for any reason other than to obtain the Knights Collectible;
• (v) that Ethereum is a volatile asset that often experiences periods of high price volatility and instability. Often a consequence of rapidly changing prices and demand, the Ethereum blockchain can also experience significant periods of network congestion, slow to stagnant processing speeds, and unpredictable failures; and
• (vi) that You understand and acknowledge that purchases made during a Knights Collectible may never be received or processed by the Knights Collectible smart contract due to network or smart contract failures.

8. Transfers.

(a) Terms of Transfer To the extent that you are not prohibited from doing so by any other terms or conditions applicable to a particular Knights Collectible, you may transfer Your Knights Collectible to a third party, provided that all of the following conditions are met:

• (i) All Secondary Transactions must be conducted through a marketplace or other platform that cryptographically verifies that You are the actual owner of the applicable Knights Collectible. You must comply with any applicable terms of the marketplace or other platform on which such Secondary Transaction takes place, and any applicable laws, regulations, regulatory guidance, and rules.
• (ii) You acknowledge and agree that all Secondary Transactions will be effectuated on the Ethereum blockchain, the blockchain network governing the Knights Collectibles, and You will be required to make or receive payments exclusively through Your cryptocurrency wallet.
• (iii) You may not transfer a Knights Collectible in any Secondary Transaction to a Transferee that is a Prohibited Transferee.
• (iv) All Secondary Transactions are subject to the following terms: (i) the Transferee shall, by receiving an ownership interest in the Knights Collectible, be deemed to accept all of the terms of and be bound by this Agreement; (ii) the Transferor shall provide notice to the Transferee of this Agreement in the form provided in Section 8(c) (Transfer Notice), including a link or other method by which the terms of this Agreement can be accessible by the Transferee and ensure that such Transferee is provided with an opportunity to review this Agreement, and (iii) the Transferor shall pay Knights the Transfer Fee.
  Without limitation of any other termination rights, Knights may suspend or terminate the license to the Art if it has a reasonable basis for believing that You have engaged in an off-chain sale of the Knights Collectible, or otherwise engaged in any off-chain transactions for the purchase or sale of the Knights Collectible without making the applicable Transfer Fee. You, and all subsequent Transferees, shall be responsible for paying the Transfer Fee associated with the Secondary Transaction purchase price, regardless of whether such purchase price is fulfilled on-chain, off-chain, or in a combination of the foregoing.

(b) Transfer Fee. Subject to Section 7(b) (Terms of Sale), Knights shall be paid on the same terms and at the same time as Transferor is paid by the Transferee. You acknowledge and agree that the amounts payable to Knights under this Section herein do not include and is not intended to cover any additional fees imposed or required by the transferring platform through which You transfer the Knights Collectible, including gas fees. For example, if You transfer a three dimensional, or 3D, Knights Collectible for $100 to a Transferee, $10 must be transferred to Knights and You will receive $90 (minus any applicable transaction or other third-party fees). If the platform or service used to facilitate the Secondary Transaction captures and pays the full amount of the Transfer Fee directly to Knights, then You will have no obligation to pay any additional amounts. Knights has the right to collect the Transfer Fee for Knights Collectible sales in perpetuity and may use those funds in any manner Knights sees fit.

(c) Transfer Notice. If You transfer a Knights Collectible on a third-party NFT marketplace, You agree to include a statement substantially similar to the following in the description of the Knights Collectible: “10% Transfer Fee Applies. See Knights Purchase and License Agreement and applicable terms for additional terms.” Such statement must include a link to this Agreement and any other applicable terms.

9. Warranties; Warranty Disclaimers.

(a) Your Warranties. You represent and warrant that You: (a) are at least the age of majority in Your place of residence (which is typically 18 years of age in most U.S. states) and have the legal capacity to enter into this Agreement; (b) will use and interact with the Knights Collectibles and Art only for lawful purposes and in accordance with this Agreement and all applicable laws; (c) will not use the Knights Collectibles or Art to violate any law, regulation or ordinance or any right of Knights, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent; (d) are not 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; (e) are not listed on any U.S. Government list of prohibited or restricted parties; and You will not transfer a Knights Collectible in any Secondary Transaction to a Transferee that is a Prohibited Transferee

(b) Knights Disclaimer of Warranties. THE KNIGHTS COLLECTIBLES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, KNIGHTS 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. KNIGHTS MAKES NO WARRANTY THAT THE KNIGHTS COLLECTIBLES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. THE KNIGHTS COLLECTIBLES 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 DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH KNIGHTS DOES NOT CONTROL. KNIGHTS DOES NOT GUARANTEE THAT KNIGHTS CAN AFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY KNIGHTS COLLECTIBLE. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THE APPLICABLE BLOCKCHAIN NETWORK. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, KNIGHTS MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS FOR ANY PURPORTED SECONDARY TRANSACTIONS. KNIGHTS IS NOT RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE KNIGHTS COLLECTIBLES. KNIGHTS 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 KNIGHTS COLLECTIBLES, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND YOU ACKNOWLEDGE AND AGREE THAT KNIGHTS MAY NOT BE HELD LIABLE OR RESPONSIBILE FOR ANY BREACH OF SECURITY EXCEPT AND SOLELY TO THE EXTENT IT IS DUE TO KNIGHTS WILFUL MISCONDUCT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

THE KNIGHTS COLLECTIBLE IS INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. IT IS NOT A “SECURITY,” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.

10. Assumption of Risk.

You accept and acknowledge all risks associated with the following:

(a) You are solely responsible for determining what, if any, taxes apply to Your purchase, sale, or transfer of Knights Collectibles. Knights is not responsible for determining or paying the taxes that apply to such transactions.

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

(c) The prices of digital assets, including NFTs, are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of Your Knights Collectibles, which may also be subject to significant price volatility. We cannot guarantee that a purchaser of a Knights Collectible will not lose money.

(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 Wallet. Knights will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when effecting Knights Collectible transactions, however caused.

(e) Digital assets, including blockchain based assets such as the Knights Collectibles, are subject to developing laws and regulations throughout the world.

(f) Transactions involving the Knights Collectibles may rely on third-party platforms to perform transactions which are outside of Knights’ control (including Ethereum). Therefore, (i) access to and interactions for the Knights Collectibles may be limited or unavailable, and (ii) You agree that in no event will Knights be liable for the acts or omissions of any such third parties.

(g) A lack of use or public interest in the creation and/or development of distributed digital ecosystems could negatively impact the development of the Knights digital ecosystem, and therefore the potential utility or value of Knights Collectibles.

11. Links to Third Party Websites or Resources

Use and interaction of the Knights Collectibles and Art may allow You to access third-party websites (including websites that host the Art) or other resources. Knights 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. You acknowledge sole responsibility for and assume all risk arising from Your use of any third-party resources. Under no circumstances shall Your inability to view the Art on a third-party website serve as grounds for a claim against Knights.

12. Termination.

(a) Your Right to Termination of Agreement. You may terminate Your participation in this Agreement at any time by canceling Your account on the Website, discontinuing Your access to and use of the Knights Materials, and selling, transferring, or otherwise disposing of Your Knights Collectible. You will not receive any refunds from Knights if You cancel Your account, or otherwise terminate this Agreement. Knights may suspend or terminate the rights granted to You in this Agreement if You breach this Agreement.

(b) Termination of License to Art. Your license to the Art shall automatically and immediately terminate without notice, and all rights shall revert to Knights if at any time: (i) You breach any portion of this Agreement; (ii) You engage in any unlawful activity related to the Knights Collectible (including transferring the Knights Collectible to a Prohibited Transferee); (iii) You initiate any legal actions, except an arbitration as specifically provided herein, against the Knights Parties; or (iv) at Knights’ sole determination and discretion, You disparage any of the Knights Parties, or their brands or products. Upon any termination, discontinuation or cancellation of Your license to Art, Knights may disable Your access to the Art, and You must delete, remove, or otherwise destroy any back up or single digital or physical copy of the Art.

13. Indemnity.

By owning or purchasing the Knights Collectible or otherwise accessing and using the Knights Collectible or Art, You agree to defend, indemnify and hold the Knights and its officers, directors, employees, successors, licensees, and assigns from and against the liability and Damages arising out of third-party Disputes to the extent allegedly arising from or related to: (i) Your violation or breach of any term of this Agreement or any applicable law or regulation; (ii) Your violation of any rights of any third-party; (iii) Your access to, ownership of, use or, or transfer of the Knights Collectible, Art, or Extensions; (iv) Your exercise of the license rights granted herein, including, without limitation, any modifications to or derivative works of the Art You create, or (v) any fraud, negligence or willful misconduct committed by You. You will cooperate as fully required by Knights in the defense of any Dispute. Notwithstanding the foregoing, Knights retains the exclusive right to assume the exclusive defense and control of any Disputes or to settle, compromise, and pay any and all Damages. You will not settle any Disputes without, in each instance, the prior written consent of an officer of Knights.

14. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE KNIGHTS PARTIES MAY 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 KNIGHTS COLLECTIBLES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE KNIGHTS COLLECTIBLES OR ACCESS THE ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KNIGHTS OR ITS MEMBERS 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. FURTHER, KNIGHTS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF ANY THIRD PARTY PROVIDED PRODUCT, MATERIAL, SERVICES, TECHNOLOGY, NETWORK, HARDWARE, SOFTWARE, OR ASSOCIATED TERMS (INCLUDING, WITHOUT LIMITATION, A MARKETPLACE, BLOCKCHAIN, WALLET, OR PLATFORM), THE KNIGHTS MATERIALS, ADDITIONAL BENEFITS, EXTENSIONS, OR 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) SERVER FAILURE OR DATA LOSS; (III) ANY DIGITAL WALLET, METAMASK TECHNOLOGY, BLOCKCHAIN OR RELATED OR SIMILAR TECHNOLOGY OR SERVICES; (V) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) THE TRANSFER, THEFT, OR LOSS OF ANY NFT OR THE INABILITY TO DEMONSTRATE OWNERSHIP OR CONTROL OF ANY NFT, INCLUDING A KNIGHTS COLLECTIBLE; (V) UNAUTHORIZED ACCESS TO KNIGHTS COLLECTIBLE; OR (VI) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE KNIGHTS COLLECTIBLES. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL KNIGHTS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE KNIGHTS COLLECTIBLES OR ACCESS THE ART EXCEED $100. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KNIGHTS AND YOU.

15. Governing Law and Forum Choice

This Agreement and any action related thereto will be governed by the laws of the State of Delaware, 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 that You and Knights are not required to arbitrate will be the state and federal courts located in the Los Angeles, California, and You and Knights each waive any objection to jurisdiction and venue in such courts.

16. Dispute Resolution.

(a) Good Faith Resolution Between the Parties. In the event of any first-party Dispute between You and Knights, then You and Knights agree to send a written notice to the other pursuant to Section 18(d) (Notice) providing a reasonable description of the Dispute, along with a proposed resolution of it. For a period of 60 days from the date of receipt of notice from the other party, the Parties shall use their best efforts to resolve their differences. To this effect, the Parties involved shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to all such Parties. Knights’ decision to pursue amicable resolution, however, shall not be weighed against a finding of irreparable harm to Knights in any subsequent legal action.

(b) Mediation. If the Parties are not able to resolve such Dispute, the Parties shall next attempt to do so through the process of mediation before a single, mutually acceptable mediator. The mediator shall be a retired judge or a practicing attorney with experience in mediating disputes which are similar in nature to the dispute in question. If the Parties are unable to agree upon the mediator, then the Parties shall file for mediation with the AAA and hereby agree to accept the mediator appointed by AAA. The mediation shall be conducted and concluded within thirty (30) days after the mediator has been engaged. The Parties shall split evenly all mediation costs. The mediation shall be conducted at a suitable location within the County of Los Angeles in the State of California. In the event that such dispute is not resolved through mediation, then the Parties shall be permitted to pursue other remedies which may be available to them at law or in equity. In the event a party fails to participate in the negotiations or mediation required pursuant to this Section, such party shall be unable to recover its reasonable attorneys’ fees and related costs.

(c) Arbitration. If the Parties cannot resolve a Dispute as set forth in Section 16(b) (Mediation), then either Party may submit the Dispute to formal, binding arbitration in accordance with this Section 16(c). To the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the AAA. If the Dispute has a claimed value of equal to or less than $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than 15 years’ experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA’s Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $250,000, or if Knights elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two party appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of this Agreement and any other applicable terms, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award. Notwithstanding the foregoing, nothing in this Agreement shall prohibit a party from seeking equitable relief in a court of competent jurisdiction located in the County of Los Angeles in the State of California.

• (i) If a Party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within 60 days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the JAMS using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that You and a legal representative of Knights consents to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for the number of arbitrators assigned to the Dispute set forth in the paragraph above for the AAA arbitration will also apply to any such arbitration under JAMS or another arbitration service.
• (ii) You can obtain AAA and JAMS procedures, rules, and fee information as follows:
• • (1) AAA: (800)778-7879; http://www.adr.org/
  • (2) JAMS: (949)224-1810; http://www.jamsadr.com

(d) Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, as with a court, the arbitrator must honor the terms of this Agreement and can award the prevailing party damages and other relief (including attorneys’ fees). However, WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in Los Angeles, California. You and Knights will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Knights to pay a greater portion or all of such fees and costs in order for Section 16 (Dispute Resolution) to be enforceable, then Knights will have the right to elect to pay such additional fees and/or costs and proceed to arbitration.

17. No Class Action Matters. YOU AND KNIGHTS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH PARTY’S 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 Dispute and may not otherwise preside over any form of a representative or class proceeding. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to Section 16(c) (Arbitration) above holds that this restriction is unconscionable or unenforceable, then the Parties’ agreement in Section 16(c) (Arbitration) above to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 15 (Governing Law and Forum Choice).

18. General Terms.

(a) Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WANT TO ASSERT A DISPUTE AGAINST KNIGHTS, THEN YOU MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE) WITHIN 1 YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.

(b) Relationship of Parties. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party to this Agreement 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.

(c) Successors. This Agreement 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. Nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any f whatsoever.

(d) Notices. Any notices or other communications provided by Knights under this Agreement be given by posting to the Website or other website elected by Knights, for which You have prior notice. Any notice to Knights related to a Dispute must be sent to Knights by certified mail to (effective upon receipt): The Knights Who Say Nah, LLC, mailto:legal@KnightsSayNah.com, with a copy to Miller Haga Law Group, LLP, 23901 Calabasas Road, Suite 2001, Calabasas, CA 91302, Attention: Managing Partner with the subject line “NFT License Agreement Dispute”. Any notice to You related to a Dispute will be sent to You based on Your contact information provided to Knights. But if no such information exists or if such information is not current, then Knights has no obligation to provide such notice.

(e) Neutral Construction. Neither Knights or You will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise.

(f) Severability. The provisions of this Agreement shall be severable and the invalidity of any provision, or portion thereof, shall not affect the enforceability of the remaining provisions. In addition, if any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable, then 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.

(g) Survival. Upon any termination, discontinuation or cancellation of this Agreement, or a portion thereof, any terms which would be reasonably expected to survive shall so survive.

(h) Entire Agreement. This Agreement, including all additional terms, constitutes the entire agreement between the parties and supersedes all prior oral and written understandings between the parties with respect to the subject matter hereof. Notwithstanding the foregoing, Knights may amend this Agreement from time to time by posting an updated version of this Agreement to the Website. Please check this Agreement periodically for changes. Any changes to this Agreement will apply on the date that they are made, and Your continued ownership, use, and/or sale of the Knights Collectibles after this Agreement has been updated will constitute Your binding acceptance of the updates.

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