DeFi Whale Squad Licensing Agreement

The DeFi Whale Squad Licensing Agreement

Last revised on: March 14, 2022

This Defi Whale Squad License Agreement (this “Agreement”) identified in the collection-level IPFS metadata of the “Defi Whale Squad by JEY Labs Inc.” and any other versions which may be revised or modified from time to time in accordance with Section 23, is a legally binding agreement between JEY Labs Inc. (as defined below) and you (as defined below). This Agreement supplements JEY Labs Inc.’s Terms of Use (the “Terms”) and Privacy Policy, to which you agree that you are bound and are a party.

1. Definitions.

1. “Content” shall refer to any artwork, designs, drawings, illustrations, images, vectors, audio, videos, 3D assets, template assets, other pictorial or graphic works, metadata or other content that are associated with an NFT, including 3D renderings of whales and their various characteristics, textures or variants but shall not include Trademarks.
2. “Control” shall refer to a direct or indirect ownership of over fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs.
3. “JEY Labs Inc.” shall refer to JEY Labs Inc and any entity that Controls, is Controlled by, or is under common Control with JEY Labs Inc. 
4. “JEY Labs Inc. Marks” shall refer to all Trademarks that JEY Labs Inc. owns or has the right to license or sublicense, including “JEY LABS INC..”
5. “Ethereum Persistent Fork” shall refer to an Ethereum network and blockchain generally recognized in the blockchain industry as the mainnet and consensus blockchain of a persistent “contentious hardfork” from Ethereum, provided that such hardfork has or would reasonably be expected to have material value independent from Ethereum.
6. “Whale” shall refer to, collectively, (i) an NFT having the name “Defi Whale Squad by JEY Labs Inc.”, the “DEFI WHALE SQUAD”  symbol and a URI identifying a JSON object that specifies the applicable Whale Metadata, including any other metadata specified in the JSON object; and (ii) the Whale Metadata.
7. “Whale Metadata” shall refer to, in the context a Whale, the applicable Token ID and identification of the applicable Whale Content.
8. “Whale Content” shall refer to Content in connection with applicable Whale.
9. “NFT” shall refer to an Ethereum-based, non-fungible token.
10. “Own” or “Ownership” shall refer to, in the context of an NFT, (i) control, or a singular ability of being able to control, exclusively and lawfully the private key associated with the public Ethereum address holding the NFT, unless such control is subject to a contract contemplated in clause (ii); or (ii) lawfully and by way of an enforceable contract exclusively having the right to transfer, or direct the transfer of, the NFT to a public Ethereum address associated with a private key that is exclusively and lawfully controlled.
11. “Trademarks” shall refer to trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, trade names, corporate names, service names, symbols, logos, trade dress, packaging design, slogans, Internet domain names, uniform resource locators and other similar identifiers of origin, in each case, whether or not registered, and any and all common law rights thereto, registrations and applications for registration thereof, and any goodwill associated therewith and symbolized thereby.
12. “URI” shall refer to Uniform Resource Identifier.
13. “you” or “your” shall refer to the person or entity who lawfully acquired one or more Defi Whale from JEY Labs Inc. or another person or entity and does not include any person or entity who acquires a fractional interest in a Whale. If the creation of an Ethereum Persistent Fork results in the existence of copies of Defi Whale  at the same network addresses at which they were then held on Ethereum, the scope of the term “you” or “your” and all terms, conditions, rights and obligations in this Agreement will be deemed expanded to include each person or entity who Owns the copies of Defi Whale  on the Ethereum Persistent Fork. THE PARTIES ACKNOWLEDGE AND AGREE THAT, AS A RESULT OF AN ETHEREUM PERSISTENT FORK, THE AGGREGATE NUMBER OF DEFI WHALE SQUAD MAY BE INCREASED.

2. Minting Defi Whale Squad.

1. Subject to Section 2(c), starting at 16:00 UTC on March 24, 2022 (“Minting Start Time”), four thousand, four hundred and forty-four (4444) Defi Whale Squad, the first half of the mint will be available to be minted  (“First Mint Phase/ Mint Phase 1”) at https://Defi Whale Squad.wtf in accordance with the following:

1. Members whose wallet has been whitelisted and included on a list known as “whitelist 1” shall have access to the first mint phase
2. Eight hundred and eighty eight (888) Whales will be randomly airdropped to wallets in Whitelist 1
3. Whitelist 1 shall consist of members including (but not limited to) Integral community members, ITGR stakers, traders and liquidity providers, ITGR token holders, event attendees, partners, influencers, advisors and core team members who shall receive a Whale airdropped  at random.
4. Whitelist 2 shall consist of members including (but not limited to) Integral community members, ITGR stakers, traders and liquidity providers, ITGR token holders, event attendees, partners, influencers, advisors and core team members
5. Both wallets in Whitelist 1 and Whitelist 2 shall have access to mint Whales in the first mint phase - Mint Phase 1. 
6. If you Mint a Whale, then a random Whale will be transferred to the Ethereum network address used to Mint such Whale. You are responsible for all Ethereum gas costs associated with Minting such Whales.
7. Whitelist 1 recipients will receive 1 whale NFT 100% free of charge, airdropped to their Ethereum wallet address and will not be responsible for paying ETH gas fees to mint.
8. In Mint Phase 1, each person or entity may Mint only two (2) Whales, regardless of the number of Ethereum network addresses that such person or entity directly or indirectly controls.

2. Upon completion of the first phase of the mint ( Mint Phase 1/ First Mint Phase) Four thousand, four hundred and forty four (4,444) whales shall be made available to wallets in Whitelist1, Whitelist 2 along with an expanded list of actively engaged community members and ITGR token holders for the second phase of the mint known as (Mint Phase 2 / Second Mint Phase).

1. Minting in the second phase (Mint Phase 2/ Second Mint Phase) shall be restricted to four (4) Whales per wallet, regardless of the number of Ethereum network addresses that such person or entity directly or indirectly controls and shall be priced at 0.08 ETH per Whale.
2. If you Mint a Whale, then a random Whale will be transferred to the Ethereum network address used to Mint such Whale. You are responsible for all Ethereum gas costs associated with Minting such Whales.
3. JEY Labs Inc. reserves the right to modify the 0.08 ETH mint price per NFT planned for Mint Phase 2 / Second Mint Phase) depending on supply and demand for minting of DeFi Whale Squad NFTs and general NFT market conditions.

3. License to Whales Content. 

1. Subject to this Agreement, and in the context of any Whales that you Own, you are hereby granted an irrevocable worldwide, fully paid up, non-exclusive, sublicensable (through multiple tiers, subject to Section 3(b)), non-assignable (except as set forth in Section 5) (i) license which shall enable you to publish, display, reproduce, copy, modify, improve, create derivative works of, enhance and otherwise exploit the applicable Whales Content and (ii) sublicense to display the JEY Labs Inc. Marks depicted in the original version of such Whales Content, in the same manner and format as depicted in such original version, in copies or derivative works of such Whales Content by JEY Labs Inc. for the duration of your ownership of such whale, (collectively  (i) and (ii), above  being referred to as the “Whales Content License”) this license does not extend  to sublicensing JET Labs inc. Marks on an individual basis or in a manner that otherwise separates it from such copies or derivative works.
   

2. To ensure the validity of any sublicenses granted of the Whales Content or the JEY Labs Inc. Marks, such sublicences must be granted and governed by (i) terms and conditions with such restrictions as may be set forth in this Agreement and (ii) such sublicense must explicitly state that it is subject to the terms set forth in this agreement and shall lapse on the termination of this agreement.

4. JEY Labs Inc. Marks.

1. You are hereby forbidden from directly or indirectly, at any time or place (i) filling any application to register any intellectual property rights embodied in the JEY Labs Inc. Marks or  claiming ownership of any intellectual property rights embodied in the JEY Labs Inc. Marks;  or dealing with any JEY Labs Inc. in any manner which is inconsistent with the rights of ownership of such marks vested in JEY Labs Inc. (ii) registering or attempting to register in any jurisdiction any Trademark that is similar in design, shape, or appearance  to any of the JEY Labs Inc. Marks or which would reasonably be expected to result in dilution of any of the JEY Labs Inc. Marks; (iii) Joining together any of the JEY Labs Inc. Marks with any other Trademarks, or (iv) challenging or contesting the validity of any of the JEY Labs Inc. Marks.
2. You acknowledge and agree that you will at all times maintain and preserve the quality of the JEY Labs Inc. Marks and that you shall at all times, directly or indirectly, not tamper with the goodwill and good reputation associated with the JEY Labs Inc. Marks, or act in any way or manner which might put said goodwill and reputation at risk of jeopardy and you shall at all times deal with  the JEY Labs Inc. Marks in a manner that is consistent with the JEY Labs Inc.’s trademark usage guidelines as may be published or provided by it from time to time. You are expressly forbidden from acting or omitting to act in any manner that, or that might,   (i) alter any JEY Labs Inc. Marks without the prior written consent of JEY Labs Inc.; or (ii) deal with or permit the dealing with JEY Labs Inc. Marks in any manner that tarnishes, degrades, disparages or reflects adversely on JEY Labs Inc. or its business or reputation, or that would be detrimental to the JEY Labs Inc. Marks. You agree and acknowledge that you shall abide by any requests by JEY Labs Inc. regarding the use of the JEY Labs Inc. Marks if JEY Labs Inc. determines that such use does not comply with JEY Labs Inc.’s quality control standards.

5. Transfers of Defi Whale Squad.

1. The license granted by this agreement permits you the selling, transfer, assignment, trading, donation, giving away or otherwise disposal of all or some  of your rights, titles and interests in and to your Whales, including the applicable Whales Content License (“Transfer”).  In the event of any assertion by any recipient of a Whale, whether in connection with a dispute or otherwise, that such recipient is not subject to this Agreement, such a Transfer shall be deemed void ab initio by this agreement and you will continue to be the Owner of such Whales.

6. Termination and Enforcement.

1. In the event of a valid Transfer and subject to 5a above, (i) the totality of your rights, titles and interests in and to your Whales and your Whales Content License will at once and automatically  transfer to the recipient of such Whales, and such recipient will be bound by and subject to the most current version of this Agreement at the time of such Transfer; (ii) any and all rights you have in the Whales Content and JEY Labs Inc. Marks will immediately and automatically terminate and be revoked; and (iii) you will have no further right, title or interest in and to such Whales Content and JEY Labs Inc. Marks.
2. Without limitation to the above clauses, this Agreement will at once and automatically terminate, with all rights returning to JEY Labs Inc., if (i) you contravene any of  Sections 2(c), 4, 7 or 9 of this Agreement; (ii) you engage in any unlawful practice or activity related to Defi Whale Squad with Whales Content that includes any JEY Labs Inc. Marks; or (iii) you or your directors, officers, employees, agents, affiliates or representatives, as applicable, are or become owned or controlled by a person or entity that (A) is the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“Sanctions”), or (B) is located, organized or resident in a country or territory that is the subject of Sanctions. If the Whales Content License or this Agreement terminates, you will discontinue all use and display of the Whales Content and JEY Labs Inc. Marks.
3. Upon the termination of the Whales Content License or this Agreement, if JEY Labs Inc. hosts any of the Whales Content, then JEY Labs Inc. may disable your access to the applicable Whales Content (or request that a third party hosting any of the Whales Content disable your access to the applicable Whales Content) or deny access to any benefits, services or goods associated with Defi Whale Squad, and you will immediately delete, remove or otherwise destroy any backup or single digital copy of the applicable Whales Content
4. You acknowledge and agree that JEY Labs Inc. has the right as reserved by it  to audit your use and other exploitation of the JEY Labs Inc. Marks, and you will cooperate with all requests by JEY Labs Inc. related to the enforcement of its rights therein or under this Agreement (including any request that may require you to reveal your identity to JEY Labs Inc.).

7. Restrictions.

1. You are expressly forbidden from and from permitting any third party to, do or attempt to do, any of the following without JEY Labs Inc.’s express prior written consent in each case:

i. use any Whales with Whales Content that includes any JEY Labs Inc. Marks 1) in connection with defamatory or dishonest statements about JEY Labs Inc. or any other use that otherwise is reasonably likely to damage the goodwill, value or reputation of JEY Labs Inc., or 2) in a manner that represents or implies that JEY Labs Inc. endorses or supports your or anyone else’s exercise of rights using the Whales Content License;

ii. use any Whales with Whales Content that includes any JEY Labs Inc. Marks in connection with images, videos or other forms of media that depict hatred, intolerance, violence, cruelty or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; or

iii. attempt to trademark, copyright or otherwise acquire additional intellectual property rights in or to any Whales Content or JEY Labs Inc. Marks.

2. You hereby agree, acknowledge, warrant and covenant in good faith to JEY Labs Inc. that you and, to your knowledge, your directors, officers, employees, agents, affiliates or representatives, as applicable, are not, or are not owned or controlled by, a person or entity that 

1. is the subject of any Sanctions or 

2. is located, organized or resident in a country or territory that is the subject of Sanctions.

‍

8. Royalties.

You acknowledge and agree that JEY Labs Inc. reserves the right to, and shall pay 5% of the gross amount collected (excluding any fees and taxes) of initial or secondary sales (transfers) of a Whales, to contractors of JEY Labs Inc. who designed the Whales Content.

9. Indemnification.

You hereby agree to defend, indemnify, and hold harmless JEY Labs Inc. and its respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including reasonable attorneys’ fees, that may arise out of or in relation to (a) your use or other exploitation of, or conduct in connection with, the Defi Whale Squad (including Ownership thereof), the Whales Content or JEY Labs Inc. Marks, or (b) your violation of this Agreement.

10. Disclosures; Disclaimers.

NFTs and NFT related transactions, which includes JEY Labs Inc.’s transfers and any further Transfers of Defi Whale Squad and in majority of the cases listings, offers, bids, acceptances and other operations involving Defi Whale Squad are carried out making use of experimental smart contracts and blockchain technologies, which includes but is not limited to NFTs, cryptocurrencies, wallets and consensus algorithms. You hereby acknowledge and agree that such technologies are still in their early stages and are experimental, speculative and inherently risky. Due to this reason and because such technologies are based of computer technology, they may be susceptible to bugs, malfunctions, timing errors, hacking and theft or changes to the network rules of the Ethereum blockchain (including an Ethereum Persistent Fork), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or NTFs (including Defi Whale Squad), or lost opportunities to buy or Transfer NFTs (including Defi Whale Squad). JEY Labs Inc. role is that of a developer of software. JEY Labs Inc. does not operate the Defi Whale Squad or any aspect of transfers, including Transfers, thereof and, therefore, has no oversight, involvement or control concerning your transactions in Defi Whale Squad. All transactions between users of JEY Labs Inc.-developed software are executed peer-to-peer directly between the users’ Ethereum addresses through a smart contract. REGARDLESS OF ANYTHING IN THIS AGREEMENT THAT POINTS TO OR SUGGESTS THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JEY LABS INC. PROVIDES AND MAKES AVAILABLE DEFI WHALE SQUAD ON AN “AS IS'' AND “AS AVAILABLE” BASIS, AND JEY LABS INC. EXPRESSLY DISCLAIMS, AND YOU HEREBY WAIVE, ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, LEGAL, STATUTORY OR OTHERWISE, OR ARISING FROM STATUTE, OTHERWISE IN LAW, COURSE OF DEALING OR USAGE OF TRADE, INCLUDING THE IMPLIED OR LEGAL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, AVAILABILITY, RELIABILITY, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF DEFI WHALE SQUAD AND ASSUME ANY RISKS ASSOCIATED WITH YOUR EXERCISE OF THE WHALES CONTENT LICENSE.

11. Exclusion of Consequential and Related Damages.

REGARDLESS OF ANYTHING IN THIS AGREEMENT THAT POINTS TO OR SUGGESTS THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STATUTE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY WILL JEY LABS INC. OR ITS STOCKHOLDERS, MEMBERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE, FOR (A) INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, OR SIMILAR HARM OF ANY TYPE OR KIND (INCLUDING LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES) OR (B) ANY AGGREGATE LIABILITY EXCEEDING THE AMOUNT (AS CONVERTED TO U.S. DOLLARS AT THE TIME OF MINTING) PAID BY YOU TO JEY LABS INC. TO MINT THE WHALES THAT GAVE RISE TO THE CLAIM FOR LIABILITY, IN EACH CASE, ARISING OUT OF OR IN CONNECTION WITH (I) THIS AGREEMENT OR (II) THE USE, INABILITY TO USE OR ACCESS, OR INABILITY TO OTHERWISE BENEFIT FROM DEFI WHALE SQUAD (INCLUDING THE APPLICABLE WHALES CONTENT).

12. Dispute Resolution and Arbitration.

1. Kindly go through carefully and ensure you understand the following sections properly as it requires you to arbitrate certain disputes and claims with JEY Labs Inc. and limits how you can seek relief from JEY Labs Inc. This section also precludes you from suing in court or having a jury trial.
   

2. You hereby acknowledge and agree that any dispute arising out of or related to this Agreement is one of a personal nature to you and JEY Labs Inc. and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
   

3. Except for small claims disputes in which you or JEY Labs Inc. seeks to bring an individual action in small claims court located in the county of your billing address, disputes in which JEY Labs Inc. seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property or claims related to the enforcement or validity of JEY Labs Inc.’s intellectual property rights (collectively,“Excluded Claims”), you hereby agree to waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement resolved in court. You In its stead agree to any dispute or claim that you have against JEY Labs Inc. or relating in any way to this Agreement, the Defi Whale Squad, any Whales Content, the JEY Labs Inc. Marks or the Whales Content License (other than Excluded Claims), 
   

1. that any such dispute or claim shall only be resolved pursuant to the below provisions of this Section 12, and 

2. to first contact JEY Labs Inc. and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to JEY Labs Inc. by email at legal@JEY Labs Inc..exchange. The Notice must (i) include your name, residence address, email address and telephone number; (ii) describe the nature and basis of the claim; and (iii) set forth the specific relief sought. JEY Labs Inc.’s notice to you will be similar in form to that described above. If you and JEY Labs Inc. cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Seychelles, under the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules is available on the JAMS website and is hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

4. You and JEY Labs Inc. agree that this Agreement affects interstate commerce and that the enforceability of this Section 12 will be substantively and procedurally governed by the Commercial Code Act, (the “CAA”), to the maximum extent permitted by applicable law. As limited by the CAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
5. The arbitrator, JEY Labs Inc. and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
6. You and JEY Labs Inc. agree that for any arbitration you initiate, you will pay the filing fee and all other JAMS fees and costs. For any arbitration initiated by JEY Labs Inc., JEY Labs Inc. will pay all JAMS fees and costs. You and JEY Labs Inc. agree that the courts of the Seychelles have exclusive jurisdiction over the enforcement of an arbitration award.
7. Any claim arising out of or related to this Agreement must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and JEY Labs Inc. will not have the right to assert the claim.

‍

13. Governing Law.

The interpretation and enforcement of this Agreement, and any dispute related to this Agreement, the Defi Whale Squad, any Whales Content, the JEY Labs Inc. Marks or the Whales Content License, will be governed by and construed and enforced under the laws of the Seychelles, as applicable, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. You agree that JEY Labs Inc. may initiate a proceeding related to the enforcement or validity of JEY Labs Inc.’s intellectual property rights in any court having jurisdiction. For any other proceeding that is not subject to arbitration under this Agreement, the courts located in Seychelles will have exclusive jurisdiction. You waive any objection to venue in any such courts.

14. Severability.

In the event that any provision of this Agreement is found to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, JEY Labs Inc. shall in good faith amend this Agreement in order that the original intent of this Agreement is effected as closely as possible so as to enable the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15. Entire Agreement.

This Agreement along with all other documents which are incorporated in it by reference, shall constitute the sole and entire agreement of the parties with respect to the subject matter of this Agreement and overrides all previous and concurrent understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

16. Assignment.

JEY Labs Inc. reserves the right to  assign this Agreement or assign, subcontract, delegate, license or sublicense any or all of its rights and obligations hereunder. This Agreement (including the Whales Content License) is personal to you and shall not be assigned or transferred by you; provided, however, that upon a Transfer, this Agreement will be assigned from the transferor of the Whales to the transferee of the Whales, if any, and the surviving provisions described in Section 24 will continue in full force and effect as between you and JEY Labs Inc.. Any attempted assignment or transfer in violation of this Section 16 will be null and void.

17. Interpretation.

Except and in the event the context expressly otherwise requires, for purposes of this Agreement, (a) wherever the word “include,” “includes” or “including” is used in this Agreement, it will be deemed to be followed by the words “without limitation”; and (b) the word “or” will not be exclusive. Headings of sections are for convenience only and will not be used to limit or construe such sections.

18. Communications

You acknowledge and agree to receive all communications, agreements, documents, receipts, notices and disclosures (collectively, “Communications”) that JEY Labs Inc. provides in connection with this Agreement electronically. You also agree that JEY Labs Inc. may provide Communications to you by posting them on the Site (as defined in the Terms) or by emailing them to you at the email address you provide in connection with using the Services (as defined in the Terms), if any. You should maintain copies of Communications by printing a paper copy or saving an electronic copy. You may also contact JEY Labs Inc. with questions or complaints at

 legal@JEY Labs Inc..exchange.

19. No Equitable Remedies.

By virtue of this agreement, you are disentitled by reason of any breach of this Agreement to any equitable relief, whether injunctive or otherwise, and you agree not to seek, any equitable relief, whether injunctive or otherwise.

20. Other Remedies.

All rights or remedies accruing to JEY Labs Inc. as set forth in this Agreement is in addition to, and not in lieu of, any other right or remedy whether described in this Agreement, under applicable law, at law, or in equity. The failure or delay of JEY Labs Inc. in exercising any right, power or privilege under this Agreement shall not be construed as and will not serve as a waiver thereof.

21. No Third-Party Beneficiaries.

You acknowledge and agree that, except as otherwise expressly provided in this Agreement, there will be no third-party beneficiaries to the Agreement other than the Indemnified Parties.

22. Conflicts.

In the event of a conflict between this Agreement and the Terms, the terms of this Agreement will govern to the extent of such conflict. For the avoidance of doubt, Sections 9 through 13 of this Agreement will be deemed to supplement rather than conflict with the Terms.

23. Modifications.

JEY Labs Inc. reserves the right to revise or modify the provisions of this agreement at any time to the extent required by law or court order.

24. Surviving Terms.

Sections 6, 9 through 24 and any other right or obligation of the parties in this Agreement that, by its nature, shall survive termination, expiration or assignment of this Agreement, will survive any expiration, termination or assignment of this Agreement.