Otherside Relics by Gucci: KodaPendant
Last Updated: April 5, 2023
These Otherside Relics by Gucci: KodaPendant
Terms (the “Terms”) are a legally binding agreement by and between Yuga Labs, Inc.
(“Yuga Labs” or “We”) and any person who seeks to, attempts to, or otherwise actually purchases an Otherside Relics by Gucci: KodaPendant
(as described below). By seeking to,
attempting to, or actually
purchasing an Otherside Relics by Gucci: KodaPendant, you agree to be bound by these Terms. These Terms are in addition to, and do not
modify, the Terms of Service (https://otherside.xyz/terms) applicable to https://otherside.xyz and its subdomains (collectively, the “Site”).
In the event of conflict between these Terms and the Site’s Terms of Service,
these Terms will prevail with respect to the Otherside Relics by Gucci: KodaPendant. Notwithstanding the foregoing, these Terms are subject to the terms and conditions set
forth in the Otherside Koda License Agreement available at https://otherside.xyz/license/koda
(the “Otherside Koda License Agreement”) and Vessel License Agreement available at http://otherside.xyz/license/vessel
(the “Vessel License Agreement”), as applicable.
THESE TERMS ARE VOID WHERE PROHIBITED.
NOTICE ON RESTRICTED PERSONS: YOU ARE ONLY AUTHORIZED TO PURCHASE AN OTHERSIDE RELICS
BY GUCCI: KODAPENDANT IF PERMISSIBLE UNDER APPLICABLE LAW. OTHERSIDE RELICS BY GUCCI:
KODAPENDANTS ARE NOT OFFERED TO AND MAY NOT BE PURCHASED BY PERSONS OR ENTITIES WHO:
(A) RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A
REGISTERED OFFICE IN ANY STATE, COUNTRY, OR OTHER JURISDICTION THAT IS DESIGNATED BY
THE U.S. SECRETARY OF STATE AS A COUNTRY SUPPORTING INTERNATIONAL TERRORISM, OR TO
WHICH U.S. NATIONALS CANNOT LAWFULLY ENGAGE IN TRANSACTIONS (EACH SUCH JURISDICTION, A
“RESTRICTED JURISDICTION”); OR (B) ARE LISTED ON THE OFFICE OF FOREIGN ASSETS CONTROL
(OFAC) SPECIALLY DESIGNATED NATIONALS, BLOCKED PERSONS LIST, OR ANY OTHER CONSOLIDATED
PROHIBITED PERSONS LIST AS DETERMINED BY ANY APPLICABLE GOVERNMENTAL AUTHORITY (EACH
SUCH PERSON OR ENTITY, A “RESTRICTED PERSON”). IF YOU ARE A RESTRICTED PERSON OR YOU
RESIDE IN A RESTRICTED JURISDICTION, YOU ARE NOT PERMITTED TO ATTEMPT TO OR ACTUALLY
PURCHASE AN OTHERSIDE RELICS BY GUCCI: KODAPENDANT.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING
(WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND YUGA LABS THROUGH
BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY
SECTION 11 “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 11 WILL NOT APPLY
TO YOU BUT THE PROVISIONS OF SECTION 10 (GOVERNING LAW AND FORUM CHOICE) WILL
Otherside Relics by Gucci: KodaPendant.
You may purchase an Otherside Relics by Gucci: KodaPendant only if:
you are at least 18 years old, capable of forming a binding contract with Yuga
Labs, and not otherwise barred from doing so under applicable law or these Terms;
you are not a Restricted Person or located or residing in a Restricted Jurisdiction;
you lawfully control the Ethereum-compatible digital cryptocurrency wallet that is
connected to this website (the “Wallet”), kodapendant.otherside.xyz
(the “Otherside Relics Website”) at the time you attempt to purchase an
Otherside Relics by Gucci: KodaPendant, the Wallet is not being accessed from a
Restricted Jurisdiction, and the address associated with the Wallet is not a
Restricted Person (if the foregoing conditions are satisfied, such Wallet, a “Qualifying Wallet”);
in the Qualifying Wallet you also lawfully hold or have control over either (A) an
Otherside Koda non-fungible token (the “Otherside Koda NFT”) minted by a smart
contract deployed to the Ethereum blockchain at address
that is recorded by the Otherside Koda Smart Contract and is associated with artwork
depicting an “Otherside Koda” character as designated by Yuga Labs (the “Koda Art”), or (B) a Vessel NFT (the “Vessel NFT”), minted by a smart contract deployed
to the Ethereum blockchain at address
that is recorded by the Vessel Smart Contract and is associated with artwork depicting a
“Vessel “as designated by Yuga Labs (the “Vessel Art”); and
you have lawfully connected the Qualifying Wallet holding the Otherside Koda NFT or
Vessel NFT to the Otherside Relics Website, and hold a sufficient amount of ApeCoin to
complete the purchase using ApeCoin.
To the extent you lawfully purchase an Otherside Relics by Gucci: KodaPendant in
accordance with Section 1(a) within the Sales Period set forth in kodapendant.otherside.xyz
(the “Otherside Relics Website”), and remain a valid owner of a Koda NFT or a
Vessel NFT at and when the Metadata Update (as defined below) is made available, you will
be eligible to receive an update to the metadata for the applicable Otherside Koda NFT or
Vessel NFT, which update will result, upon completion, in an additional visual trait for
your Koda Art or your Vessel Art, as applicable, which, once implemented, will result in
the visual appearance of your Koda Art or Vessel Art to be revised such that it exhibits
a digital KodaPendant trait, a celestial background, and an updated border (such
revisions, collectively, the “Metadata Update”);
To the extent you lawfully purchase an Otherside Relics by Gucci: KodaPendant in
accordance with Section 1(a), or lawfully receive (whether by purchasing, receiving as a
gift or otherwise), and in either of the foregoing cases, remain a valid owner of a Koda
NFT or a Vessel NFT at and when either of the below are made available (as demonstrated
by holding such Koda NFT or Vessel NFT in a cryptocurrency wallet that is connected to
the site by which such materials are made available), you will be eligible to:
receive two (2) digital cosmetic options for 3D avatars in Otherside consisting of (1) a
trail vfx and (2) a branded chat handle (collectively, the “Cosmetic Options”)
accessible in each case on or through the Site, which will be subject to additional terms
of use made available by Yuga Labs from time to time in its sole discretion; and
follow @OthersideMeta on Twitter to (A) receive information about how to communicate
directly with Gucci, (B) timely register (within such time period as is designated by
Gucci in its discretion) (“Timely Registration”), (C) to receive claim and
shipping updates, and (D) to receive directly from Gucci at a qualifying shipping address
(which shall mean a legal mailing address [that is not a post office box] in Canada,
United States, Austria, Belgium, Bulgaria, Czech Republic, Denmark, Germany, Spain,
Finland, France, Hungary, Ireland, Italy, The Netherlands, Norway, Poland, Portugal,
Romania, Slovenia, Sweden, Switzerland, Turkey, United Kingdom, Japan, Hong Kong, Saudi
Arabia, Kuwait, Qatar, or UAE (a “Qualifying Shipping Address”) one (1) physical
KodaPendant necklace (“Pendant”); provided, however, notwithstanding the
foregoing, your eligibility will be subject to additional terms made available by Gucci
from time to time in its sole discretion (“Pendant Terms”), which shall
supersede the foregoing in connection with any Timely Registration or receipt of a
Pendant, including, but not limited to, any limitations of the quantity of Pendants
You may only purchase Otherside Relics by Gucci: KodaPendants during the sales period
stated on the Otherside Relics Website, as may be updated from time to time in Yuga Labs’
sole discretion, (the “Sales Period”), subject, in all cases, to there being
available and unpurchased Otherside Relics by Gucci: KodaPendants.
For the avoidance of doubt, in the event that you sell or otherwise transfer the Koda or
Vessel NFT for which the Metadata Update has been effected or occurred (an “Updated NFT”) to a lawful transferee (“Permitted Transferee”) prior to providing Timely
Registration, then subject to the Additional Terms, in the event that the Permitted
Transferee provides Timely Registration and provides a Qualifying Shipping Address, the
Pendant will be shipped and delivered to the Qualifying Shipping Address of the Permitted
Transferee; and in the event that you sell or otherwise transfer the Updated NFT to a
Permitted Transferee prior to receipt of the Cosmetic Options, then you shall not be
eligible to access or use the Cosmetic Options.
If you hold multiple Otherside Koda NFTs or Vessel NFTs in a Qualifying Wallet, you may,
during the Sales Period, have the possibility of purchasing one Otherside Relics by
Gucci: KodaPendant for each Otherside Koda NFT or Vessel NFT per individual purchase
transaction (provided, in any case, that Otherside Relics by Gucci: KodaPendants are
still available for sale). By way of example, if a Qualifying Wallet holds two (2) Koda
NFTs and one (1) Vessel NFT, you may purchase one (1) Otherside Relics by Gucci:
KodaPendant per Vessel and Koda, but you must initiate separate transactions on the
Otherside Relics Website for each purchase.
Once your purchase is confirmed, Yuga Labs will take steps to implement the Metadata
Update. Please see Section 3 below for information about shipping and delivery of
By purchasing Otherside Relics by Gucci: KodaPendants, you agree to pay Yuga Labs the
purchase price stated on the Otherside Relics Website. Payment can only be made in
ApeCoin (APE). You are responsible for paying all Transaction Fees and all taxes
associated with your purchase. “Transaction Fees”
means the fees required to be paid to execute a transaction on the Ethereum
blockchain, sometimes known as “gas” fees.
We reserve the right to not process or reject your purchase in any or all circumstances
that We deem appropriate in our sole discretion, for example, if We suspect that the
purchase is fraudulent.
ALL PURCHASES ARE FINAL AND CANNOT BE CANCELED, RETURNED OR EXCHANGED.
Art. You acknowledge and agree that (i) the Otherside Koda NFT and Otherside Koda Art
remain subject to the Otherside Koda NFT License Agreement, and (ii) the Vessel NFT and
Vessel Art remain subject to the Vessel NFT License Agreement, and that nothing in these
Terms will be deemed to modify such Otherside Koda License Agreement or Vessel License
Agreement in any way. Without limiting the foregoing sentence or the terms of the
Otherside Koda License Agreement or Vessel License Agreement, as applicable, except to
the extent expressly set forth in the Otherside Koda License or Vessel License Agreement,
as applicable, you are not granted any right, title or interest in or to any intellectual
property owned or controlled by Gucci or Yuga or their licensees, including but not
limited to in or to any element(s) of the Koda Art or Vessel Art, nor are you granted any
right to use such individual element(s) or traits separate and apart from the Koda Art or
Vessel Art (as applicable) associated with your Otherdeed Koda NFT or Vessel NFT. The
Metadata Update is a permanent visual change to images associated with your Koda NFT or
Vessel NFT, which additional images include intellectual property owned by Yuga Labs or
Gucci, and such additional images are subject to additional restrictions (and fewer
rights) than the Otherside Koda NFT License Agreement and Otherside Koda License
Agreement, which grant more limited intellectual property rights. To nevertheless enable
your, or a Permitted Transferee’s (as applicable) full exercise of the rights set forth
in the Otherside Koda License Agreement and Vessel License Agreement (as applicable) with
respect to the original image associated with your Koda NFT or Vessel NFT (that is, the
image prior to the Metadata Update), a PNG file of the Koda Art or Vessel Art will be
made available, from time to time, to the then-holder of an applicable Koda NFT or Vessel
Pendant Shipping, Delivery and Customer Service. In addition to any other requirements of the Additional Terms, Timely Registration
will include voluntary provision to Gucci, of all personal identifying information
requested by Gucci, including billing and Qualifying Shipping Address, to allow for
registration on the Gucci systems and to receive the Pendant(s).
You or the Permitted Transferee must follow @OthersideMeta on Twitter for claim and
shipping updates. Until such time as Yuga Labs or Gucci may communicate otherwise, in their sole
discretion, @OthersideMeta on Twitter is the sole and exclusive location at which claim
and shipping updates will be made available.
for information on how We collect, use, and share your information.
Changes to these Terms.
We may update these Terms from time to time in our sole discretion. If We do, We will let
you know by posting the updated Terms on the Otherside Relics Website.
THE OTHERSIDE RELICS BY GUCCI: KODAPENDANT (INCLUDING THE PHYSICAL PENDANTS) ARE
PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE
EXPLICITLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO,
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.
We make no warranty that the Otherside Relics by Gucci: KodaPendant (including the
physical Pendants) will meet your requirements or be available on an uninterrupted,
secure, or error-free basis. We make no warranty regarding the quality, accuracy,
timeliness, truthfulness, completeness, or reliability of any information or content on
the Site or the Otherside Relics Website regarding the Otherside Relics by Gucci:
KodaPendant. Any reliance you place on such information or content is strictly at your
To the extent the Otherside Relics by Gucci: KodaPendant enables you to interact with
any blockchain protocol (each, a “Protocol”), you understand that your use of any
such Protocol is entirely at your own risk. Any such Protocol is available on an “as is”
basis without warranties of any kind, either express or implied, including, but not
limited to, warranties of merchantability, fitness for a particular purpose, quiet
enjoyment, and non-infringement. You assume all risks associated with using any Protocol,
and digital assets and decentralized systems generally, including but not limited to,
that digital assets are highly volatile; you may not have ready access to assets; and you
may lose some or all of your tokens or other assets. You agree that you will have no
recourse against Yuga Labs for any losses due to your use of any Protocol. For example,
these losses may arise from or relate to: (i) loss of funds or data; (ii) server failure;
(iii) corrupted files or software errors; (iv) unauthorized access; (v) errors, mistakes,
or inaccuracies; or (vi) third-party activities.
You will indemnify and hold Yuga Labs and its affiliates and their respective officers,
directors, employees, and agents, harmless from and against any claims, disputes,
demands, liabilities, damages, losses, costs, and expenses, including, without
limitation, reasonable legal and accounting fees arising out of or in any way related to
your violation of these Terms.
Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW,
YUGA LABS, ITS LICENSORS, AFFILIATES, REPRESENTATIVES, STOCKHOLDERS, AND SERVICE
PROVIDERS, AND EACH OF THEM, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES
AND AGENTS (COLLECTIVELY, THE “YUGA LABS PARTIES”) WILL NOT 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 THE
OTHERSIDE RELICS BY GUCCI: KODAPENDANT, WHETHER BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT
YUGA LABS OR 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
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF ALL
YUGA LABS PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE OTHERSIDE
RELICS BY GUCCI: KODAPENDANT EXCEED ONE HUNDRED U.S. DOLLARS ($100).
BY PURCHASING OTHERSIDE RELICS BY GUCCI: KODAPENDANT(S), YOU ACKNOWLEDGE THAT THE
EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE MATERIAL ELEMENTS OF THE BASIS
OF THE BARGAIN BETWEEN YUGA LABS AND YOU.
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 11 “Dispute Resolution,” the exclusive
jurisdiction for all Disputes (defined below) will be the state and federal courts
located in the State of Delaware, and you and Yuga Labs each waive any objection to
jurisdiction and venue in such courts.
Informal Resolution of Disputes. You and Yuga Labs must first attempt to resolve any dispute, claim, or controversy
arising out of or relating to these Terms, or the breach, termination, enforcement,
interpretation, or validity thereof, or the access to, participation in, and use of the
Activation (collectively, “Disputes”) informally. Accordingly, neither you nor
Yuga Labs may start a formal arbitration proceeding for at least sixty (60) days after
one party notifies the other party of a claim in writing. As part of this informal
resolution process, you must deliver your written notices via hand or first-class mail to
us at Yuga Labs, 1430 S Dixie Hwy Ste 105 1075, Coral Gables, FL 33146.
Mandatory Arbitration of Disputes. We each agree that any Dispute will be resolved
solely by binding, individual arbitration and not in a class, representative, or
consolidated action or proceeding. You and Yuga Labs agree that the
U.S. Federal Arbitration Act governs the
interpretation and enforcement of these Terms, and that you and Yuga Labs are each
waiving the right to a trial by jury or to participate in a class action. This
arbitration provision shall survive termination of these Terms.
Exceptions. As limited exceptions to Section 10(b) above: (i) We both may seek to
resolve a Dispute in small claims court if it qualifies; and (ii) Yuga Labs 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 you live, with
provision to be made for remote appearances to the maximum extent permitted by the AAA
Rules, unless We both agree to a different location. The parties agree that the
arbitrator shall have exclusive authority to decide all issues relating to the
interpretation, applicability, enforceability, and scope of this arbitration
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA
Rules, and We will not seek to recover the administration and arbitrator fees We are
responsible for paying, unless the arbitrator finds your Dispute frivolous. If We prevail
in arbitration, We will pay all of our attorneys’ fees and costs and will not 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 11(c)
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 We prevail on a
claim and seek public injunctive relief (that is, injunctive relief that has the primary
purpose and effect of prohibiting unlawful acts that threaten future injury to the
public), the entitlement to and extent of such relief must be litigated in a civil court
of competent jurisdiction and not in arbitration. The parties agree that litigation of
any issues of public injunctive relief shall be stayed pending the outcome of the merits
of any individual claims in arbitration.
Class Action Waiver. YOU AND YUGA LABS
AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL
CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not
consolidate another person’s claims with your claims and may not otherwise preside over
any form of a representative or class proceeding. If this specific provision is found to
be unenforceable, then the entirety of this Dispute Resolution section shall be null and
Severability. With the exception of any of the provisions in Section 11(g)
of these Terms (“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.
Entire Agreement. Without limiting any provision hereof establishing order or precedence amongst these
Terms, the Site’s Terms of Service, the Otherside Koda License Agreement and the Vessel License Agreement,
as applicable (collectively, the “Aggregate Terms”), constitute the entire and
exclusive understanding and agreement between Yuga Labs and you, and any person who
seeks to, attempts to or otherwise actually purchases an Otherside Relics by Gucci:
KodaPendant, regarding the Otherside Relics by Gucci: KodaPendant, and shall supersede
and replace all prior oral or written understandings or agreements regarding Otherside
Relics by Gucci: KodaPendants. If any provision of these Terms is held invalid or
unenforceable by an arbitrator or a court of competent jurisdiction, that provision
will be enforced to the maximum extent permissible, and the other provisions of these
Terms will remain in full force and effect. Except where provided by applicable law in
your jurisdiction, you may not assign or transfer these Terms, by operation of law or
otherwise, without Yuga Labs’ prior written consent. Any attempt by you to assign or
transfer these Terms absent our consent or your statutory right, without such consent,
will be null and void in its entirety. Yuga Labs may freely assign or transfer these
Terms without restriction. Subject to the foregoing, these Terms will bind and inure to
the benefit of the parties, their successors and permitted assigns.
No provision of these Terms is intended to confer any rights, benefits, remedies,
obligations, or liabilities hereunder upon any person or entity other than you (or any
person who seeks to, attempts to, or otherwise actually purchases an Otherside Relics
by Gucci: KodaPendant, as the case may be) and Yuga Labs, and each party’s respective
successors and permitted assigns, except for the Yuga Labs Parties. Neither party will
be afforded or denied preference in the construction of these Terms, whether by virtue
of being the drafter or otherwise. 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.
Notices. Any notices or other communications provided by Yuga Labs under these Terms will be
given by posting to the Site or the Otherside Relics Website. Except as set forth in
Section 10(a), You may give notice to Yuga Labs by contacting Yuga Labs at [email protected]. Notice is effective upon receipt.
Waiver of Rights. Yuga Labs’ failure to enforce any right or provision of these Terms will not be
considered a waiver of such right or provision. The waiver of any such right or provision
will be effective only if in writing and signed by a duly authorized representative of
Yuga Labs. Except as expressly set forth in these Terms, the exercise by either party of
any of its remedies under these Terms will be without prejudice to its other remedies
under these Terms or otherwise.
If you have any questions about these Terms or the Otherside Relics by Gucci:
KodaPendant, please contact Yuga Labs at [email protected].