MARA NFT TERMS

These terms (“Terms”) are a legally binding agreement by and between Faraway, Inc. (“Faraway,” “we” or “us”), a Delaware corporation, and any holder of a Mara NFT (defined below) (“you” or “Holder”) governing the parties’ rights and obligations with respect to Mara NFTs and Mara Art (defined below).

Mara NFT” means a non-fungible token minted by a smart contract deployed and associated with the contract metadata containing these Terms, or such other smart contract(s) as designated by Faraway from time to time in its sole discretion, including any replacement, upgrade, or successor smart contract(s) that Faraway may designate in its sole discretion (each, an “Mara NFT Smart Contract”). Mara NFTs include Successor Mara NFTs (as defined below). A Mara NFT Smart Contract associates each Mara NFT with a piece of digital art (the “Art”), as may be changed from time to time and which may contain a KodaPendant Additional Feature (as defined below).

The “KodaPendant Additional Feature” is a supplemental visual trait of certain Mara NFTs created by burning an Otherside Vessel associated with “Otherside Relics by Gucci: KodaPendant” metadata (each, a “KodaPendant Mara NFT”), wherein, as a result of such burn, the resultant KodaPendant Mara NFT’s metadata is modified to produce Mara Art that features the applicable KodaPendant necklace.

NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER:

BY ACCEPTING THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND Faraway THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 10 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 10 WILL NOT APPLY TO YOU, BUT THE PROVISIONS OF SECTION 12 (GOVERNING LAW AND FORUM CHOICE) AND RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.

YOU ALSO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.

1. Ownership.

  • (a) You Own Your Mara NFT. When you own a digital wallet that holds a Mara NFT, as recorded by the Mara Smart Contract, you hold the exclusive right to hold, sell, transfer, and execute blockchain transactions involving that Mara NFT (“Your Mara NFT”). Except for the Mara NFTs we own, Faraway has no right or ability to seize, freeze, or otherwise modify the ownership of any Mara NFT without authorization from the Holder; provided, the foregoing shall not restrict Faraway’ right to modify the Art.
  • (b) We Own (but License to You) the IP in Your Art. Faraway owns all rights, title, and interest in and to the Art including any and all copyrights, trademarks, and other intellectual property rights therein (“IP”). However, we grant you the applicable Non-Commercial License (as defined below) to use the Art associated with Your Mara NFT (“Your Art”) for as long as you hold Your Mara NFT.
  • (c) Utility. Holders may be offered utility, benefits, or entitlements (collectively, “Utility”) from time to time, but these Terms do not confer any Utility except as granted by the Non-Commercial License. Faraway makes no assurances of any Utility. Any Utility may be subject to other terms and conditions. Faraway will not be responsible in any manner for any Utility offered, or proposed to be offered by, any third party.
  • (d) Replacement or Successor Mara NFTs. From time to time and in Faraway’ sole discretion, you may be offered the opportunity and option to mint, claim, or otherwise receive replacements, substitutions, or upgrades to Your Mara NFTs (a “Successor Mara NFT”). In connection with, and to be eligible for the receipt or redemption of, a Successor Mara NFT, you will be required to agree to any and all additional terms and conditions associated with such receipt or redemption, including but not limited to the burning of your then-existing Mara NFT, as Faraway shall determine and communicate to you from time to time. You are not obligated to mint, claim or receive a Successor Mara NFT, but if you do, you agree to continue to be subject and bound by these Terms with respect to your Successor Mara NFT to the same extent as with respect to your Mara NFT. Faraway WILL NOT BE RESPONSIBLE TO ANY HOLDER FOR ANY LOSS IN CONNECTION WITH ANY SUCH REPLACEMENT OR UPGRADE OF A MARA NFT, SUCCESSOR MARA NFT, OR MARA NFT SMART CONTRACT, OR IF NO REPLACEMENT OR UPGRADE OCCURS.

2. License.

  • (a) Non-Commercial License Grant. Subject to your acceptance of, and compliance with, these Terms, upon lawfully acquiring Your Mara NFT and for so long as you hold Your Mara NFT (both dates as recorded by the Mara Smart Contract) (the “Non-Commercial License Term”), Faraway grants to you a non-exclusive, universe-wide, royalty-free, license to use, copy, and display (but without any right to sublicense) Your Art solely for your own personal, non-commercial use, including (i) for home display, display in a virtual gallery, or as a social media avatar; (ii) to create a reasonable number of back-up copies, each to be retained only for so long as You own the associated Mara NFT, and a physical print out solely for your own personal use and display; and (iii) as part of a Faraway’ website or application, or the website or application of a third party approved in Faraway’ sole discretion, that permits the inclusion, involvement, or participation of Your Mara NFT (the “Non-Commercial License”).
  • (b) Restrictions and Reservations.
    • i. The Non-Commercial License does not grant you any rights in or to (A) Faraway’ trade names, brands, trade dress, or trademarks (e.g., “Faraway” or “Mara”), all of which are expressly reserved to Faraway (collectively, “Yuga TM Rights”) or (B) any other trade names, brands, trade dress, or trademarks of third-parties licensed to or authorized by Faraway (e.g., “Gucci”, “PUMA”), all of which are expressly reserved to their respective owners (“Third Party TM Rights”). You hereby agree that any Yuga TM Rights or Third Party TM Rights you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to Faraway or to their respective owner, as the case may be.
    • ii. You may not use Your Art in a manner that expresses hate or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability.
    • iii. You may not use Your Art in a manner that violates applicable law.
    • iv. All rights not expressly granted herein are reserved by us.

3. Enforcement.

  • (a) Disputes Among Holders. Faraway has no obligation to support the resolution of, or resolve any, dispute that may arise between Mara NFT holders.

4. Transfers.

  • (a) No Decoupling. Except as expressly provided herein, ownership of a Mara NFT and the applicable Non-Commercial License are not separable in any way. You may not engage in any transaction or activity that purports to decouple the applicable Non-Commercial License from Your Mara NFT.
  • (b) Termination of License. Upon the transfer of Your Mara NFT to a new Holder, as recorded by the Mara Smart Contract: (i) your Non-Commercial License shall immediately and automatically terminate; (ii) you must discontinue any use of Your Applicable Art.

5. Holder’s Representations and Warranties.

Holder represents and warrants that Holder:

  • (a) is over the age of majority and has the legal capacity to enter into these Terms;
  • (b) will only use and interact with any Mara NFT and Art in accordance with these Terms;
  • (c) will comply with all applicable law in the exercise of its rights and obligations under these Terms and will not violate any right of Faraway, its licensors, or any right of any third party;
  • (d) is not, and will not, knowingly execute a transaction involving a Mara NFT with any person who is, (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or (ii) listed on any U.S. Government list of prohibited or restricted parties.

6. Warranty Disclaimers.

  • (a) EACH MARA NFT AND ART IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, Faraway EXPLICITLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
  • (b) EACH MARA NFT IS AN INTANGIBLE DIGITAL ASSET THAT EXISTS ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ETHEREUM BLOCKCHAIN. ANY TRANSFER OF OWNERSHIP THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM BLOCKCHAIN, WHICH Faraway DOES NOT CONTROL.
  • (c) Faraway WILL NOT BE RESPONSIBLE OR LIABLE TO HOLDER FOR ANY LOSS IN CONNECTION WITH ANY MARA NFT OR ART AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO HOLDER FOR, ANY USE OF OR INABILITY TO USE ANY MARA NFT 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) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE OR HARDWARE; (III) DATA LOSS OR CORRUPTION; (IV) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS OR WALLETS; (V) UNAUTHORIZED ACCESS TO ANY MARA NFT OR ART; OR (VI) THE ACTS OR OMISSIONS OF ANY THIRD PARTY.
  • (d) Faraway WILL NOT BE RESPONSIBLE TO ANY HOLDER FOR ANY LOSS IN CONNECTION WITH MODIFICATION TO ART OR IF NO SUCH MODIFICATION OCCURS.
  • (e) Faraway WILL NOT BE RESPONSIBLE TO ANY HOLDER FOR ANY LOSS IN CONNECTION WITH ANY SUCH REPLACEMENT OR UPGRADE OF A MARA NFT, SUCCESSOR NFT, OR MARA NFT SMART CONTRACT, OR IF NO REPLACEMENT OR UPGRADE OCCURS.
  • (f) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONSUMER CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

7. Assumption of Risk.

Holder accepts and acknowledges all risks associated with the following:

  • (a) While we strongly encourage transparency, communication, and research prior to acquiring a Mara NFT, including to understand what previous and existing uses have been made of the Mara NFT and Art and how those uses may affect value, any purchase of a Mara NFT is at the purchaser’s own risk. Faraway is not responsible for verifying or providing information on how a Mara NFT or its Art have been exploited. Additional documentation from a Holder may be necessary or prudent.
  • (b) Faraway is not responsible for determining or paying any taxes that apply to any Holder’s purchase, sale, or transfer of rights in each Mara NFT. As between the parties, Holder is responsible for determining what, if any, taxes apply to such transactions.
  • (c) Transactions involving Mara NFTs and Art rely on third-party or decentralized platforms, systems, or marketplaces. We do not maintain, control, or assume any obligations with respect to such platforms, systems, or marketplaces. To the extent that Faraway provides links or access to third party platforms, sites, or other resources, it does so only as a convenience and is not responsible for the content, products, or services on or available from those third parties or through any content displayed thereon.

8. Indemnity.

Holder shall defend, indemnify, and hold Faraway, its licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees, and agents (the “Indemnified Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, expenses, and other similar results or occurrences (including attorneys’ fees) that directly or indirectly arise from, or are related to or in connection with, any claim, suit, action, demand, or proceeding or other similar occurrence, process, or activity that is initiated, made, brought, or financed by a third party (including any person who accesses or transacts using any Mara NFT or Art, whether or not such person personally purchased a Mara NFT) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of, related to, or in connection with: (a) your access to or use of any NFT marketplace or third-party services or products; (b) your breach or alleged breach of these Terms; (c) your exercise or attempted exercise of the Non-Commercial License; or (d) your actual or alleged violation of applicable law. Counsel to be used in the defense of such claim must be approved by Faraway in writing prior to retention of such counsel and, upon our request, you will allow us to participate in the defense of any such claims. You will not enter into any settlement or compromise of any claim or litigation or that includes an admission of liability without our prior written consent.

9. Limitation of Liability.

  • (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO INDEMNIFIED PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES,OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY MARA NFT OR ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Faraway 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 PURPOSE. IN NO EVENT WILL ANY INDEMNIFIED PARTY’S CUMULATIVE LIABILITY HEREUNDER FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED $100.
  • (b) BY PURCHASING OR OWNING A MARA NFT, HOLDER ACKNOWLEDGES THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Faraway AND HOLDER.

10. Dispute Resolution.

  • (a) Mandatory Arbitration of Disputes. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Mara NFT or Art (“Dispute”) must be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. Each party waives the right to a trial in court and/or by a jury. This arbitration provision shall survive any termination of the Non-Commercial License or these Terms.
  • (b) Exceptions. As limited exceptions to Section 10(a) above: (i) the parties may seek to resolve a Dispute in small claims court if it qualifies; (ii) each party retains the right to seek injunctive or other equitable relief from a court as authorized in Section 12 solely to prevent (or enjoin) the infringement or misappropriation of its intellectual property rights; (iii) we each may bring an action in a court as authorized in Section 12 for temporary injunctive relief until an arbitrator has been empaneled and can determine whether to continue, terminate or modify such relief; and (iv) either party may move to compel arbitration pursuant to this Section 10 or to enforce an arbitral award issued hereunder, in a court as authorized in Section 12 or in any other court of competent jurisdiction.
  • (c) Arbitration Procedures and Fees. You and Faraway agree that JAMS ("JAMS") will administer the arbitration under its Streamlined Rules in effect at the time arbitration is sought ("JAMS Rules"). Those rules are available at www.jamsadr.com. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator in accordance with those rules. You and Faraway further agree that, unless and only to the extent prohibited under JAMS Rules, the arbitration will be held in New York, New York, or, at your election, will be conducted telephonically or via other remote electronic means. The JAMS Rules will govern payment of all arbitration fees. The arbitrator shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit and that are not waivable under applicable law. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules (or JAMS Comprehensive Rules, as applicable per below), and we will not seek to recover the administration and arbitrator fees we are responsible for paying unless the arbitrator finds your Dispute is frivolous.
  • (d) Proceedings Requiring Three Arbitrators. Notwithstanding any language to the contrary in Section 10(c), if a party either seeks a monetary award in excess of one million thousand dollars ($1,000,000) or seeks an equitable form of relief that would significantly impact other Faraway users, in each case as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators and take place pursuant to the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Comprehensive Rules”). Each party shall select one neutral arbitrator, with the third neutral arbitrator selected in accordance with the JAMS Comprehensive Rules. That third arbitrator shall serve as chair of the arbitral panel and must be a retired judge with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section 10(d) shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or through the JAMS selection process – participate in the arbitral panel. You and Faraway agree that any award issued by a three-arbitrator panel may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election.
  • (e) Batch Arbitration. To increase efficiency of resolution, in the event 25 or more similar arbitration demands against Faraway, presented by or with the assistance of the same law firm or organization, are submitted to JAMS in accordance with the rules described above within a 30-day period, JAMS shall consolidate those arbitrations as contemplated in the JAMS Rules by (a) grouping the arbitration demands into batches of no more than 25 demands per batch (plus, to the extent there are fewer than 25 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (b) providing for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. For avoidance of doubt, consolidation does not require that all arbitrations in a single batch be decided the same, nor does it impair your right to present any evidence or argument that you think particular to your case, so long as consistent with JAMS Rules. You agree to cooperate in good faith with Faraway and JAMS to implement such a batch approach to resolution and fees.
  • (f) Class Action and Collective Arbitration Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR Faraway SHALL BE ENTITLED: TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES; TO PARTICIPATE IN ANY GROUP, CLASS, COLLECTIVE OR MASS ARBITRATION OR LITIGATION; TO ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY; OR OTHERWISE TO SEEK TO RECOVER FOR LOSSES INCURRED BY A THIRD PARTY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THESE TERMS, IN THE EVENT ALL OR ANY PORTION OF SECTIONS 10(D), (E) OR (F) OF THIS SECTION 10 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) ARE FOUND TO BE INVALID OR LESS THAN FULLY ENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION 10 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) MAY BE DEEMED VOID AND AS HAVING NO EFFECT UPON EITHER PARTY'S ELECTION.

11. Amendments.

Faraway reserves the right to clarify or amend these Terms by publicly publishing a new version of them, including, but not limited to, on https://lotm.gg/license and any other website.

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

13. Miscellaneous.

  • (a) The Non-Commercial License applies only to the Mara NFT on the blockchain that Faraway, in its sole discretion, may designate, which designation shall apply retroactively. Thus, for example, if a fork or other event purports to result in duplicate Mara NFTs, only the non-fungible token recorded on the blockchain designated by Faraway will be eligible to receive the benefit of the Non-Commercial License. Any license purportedly granted hereunder to the owner of a non-fungible token recorded on a blockchain not designated by Faraway is void ab initio.
  • (b) These Terms will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.
  • (c) These Terms constitute the entire agreement, and supersede any and all prior or contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of these Terms, all of which are hereby merged into these Terms. Without limitation, the terms of any other document, publication, course of dealing, or course of trade will not modify these Terms, except as expressly provided in Sections 11 or 13(a) or as the parties may agree in writing.
  • (d) Failure to promptly enforce a provision of these Terms or any rights related to the Mara NFT or Art will not be construed as a waiver of such provision or rights.
  • (e) Nothing contained in these Terms will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither party is, by virtue of these Terms or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party. Nothing contained in these Terms will be deemed to create any third-party beneficiary right upon any third party whatsoever.
  • (f) The parties shall execute and deliver to the other party any and all such other instruments in reasonable mutually acceptable form and substance and shall take any and all such other actions as may be reasonably necessary to carry the intent of these Terms into full force and effect.
  • (g) If any one or more of the provisions of these Terms should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the arbitrator, court, or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein.
  • (h) The headings to sections of these Terms are for convenience or reference only and do not form a part of these Terms and will not in any way affect its interpretation.
  • (i) Neither party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise.
  • (j) For purposes of these Terms, the words and phrases “include,” “includes,” “including,” and “such as” are deemed to be followed by the words “without limitation”.
  • (k) Holder may give notice to Faraway by contacting Faraway at [email protected]. Notice is effective upon receipt.
  • (l) 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.