# Terms & Conditions

This Notorious Aliens Space Agent Game Terms and Conditions (this “Agreement”) is a legally binding agreement by and between Notorious Labs Inc (“The Notorious Aliens Space Agent Game Developers” or “us” or “we”) and any owner of any NASA NFT (defined below) (“you” or “Purchaser”). The Notorious Aliens Space Agent Game Developers and each Purchaser may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”. By purchasing or otherwise owning a NASA NFT, you acknowledge that you have carefully read and agree to the terms of this Agreement.

This website and its connected services are provided “as is” and “as available” without warranty of any kind. By using this website you are accepting sole responsibility for any and all transactions involving Notorious Aliens Space Agent Game (in short NASA Game, or NASA NFT) digital collectibles.

Your purchase from The Notorious Aliens Space Agent Game Developers or purchase from any owner of an NFT originally produced by The Notorious Aliens Space Agent Game Developers does not constitute a financial investment. You are buying a piece of art that lives on the Ethereum blockchain.

WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT.

1\) Agreement to Terms. “NASA NFT” refers to a non-fungible token (NFT) (i.e., a controllable electronic record recorded on a blockchain) that, as of its genesis issuance, is linked to different kinds of images that can be changed in the future including but not limited to dog, cat, tiger and spaceships as applicable. “NASA NFT Art” means the image linked to a particular NFT, which consists of elements of art compiled by the underlying Notorious Aliens Space Agent Game (NASA Game) & smart contract. For avoidance of doubt, the NASA NFT Art is digital in nature and does not include, is not linked to, and is not sold together with, any items or representations that have physical dimensions such as mass or volume.&#x20;

Additional Terms: NASA NFTs may be available for purchase on one or more third-party platforms, such as OpenSea (each, a “NFT Marketplace”), which we do not operate. The access and use of the NFT Marketplace are subject to the separate terms of the NFT Marketplace.

2\) Intellectual property rights and ownership of NASA NFT. Unless otherwise indicated, the Site and the App and the Smart Contracts are proprietary that property and all source code, database, functionality, software, website design, audio, video, text, photographs, and graphics on the Site and the Apps (collectively, the “Content") and trademarks, service marks and logos contained therein (the “Marks") are owned, controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the State of Delaware. Except as expressly provided in these Terms of Use, no part of the Site, the App as well as the Smart Contract and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, the App and the Smart Contracts, you are granted a limited license to access and use the Site or to download or print a copy of any portion of the Content to which you have properly gained access solely to your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the App, the Content, and the Marks.

Provided that you own, or get permission from someone who owns a NASA NFT, you are granted a limited license to create fan-art which can be used commercially given that you follow the terms set herein:

Fan artwork must not use the official Notorious Aliens Space Agent Game Developers assets (Including but not limited to: NASA logo, NASA Shard logo, YOLLAR logo, etc), but creating derivative non-commercial official NASA-assets as inspiration is acceptable.

The artwork must clearly state “NASA Fanart”, link to https://www.notoriousaliens.com/, and link directly to the NASA NFT that is being used for inspiration.

A NASA NFT can be used to generate a maximum of $100,000 in revenue before an official license agreement has to be signed. The revenue can come from either fanart (tokenized or physical) or merchandise (t-shirts, mugs, hoodies, etc).

Creating original fanart without monetizing it is acceptable without any license or ownership.

Purchaser represents and warrants that it will not transfer a NASA NFT in any subsequent transaction to a Transferee that 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 (“Prohibited Transferees”).

3\) Fees and Payments&#x20;

(a) If you elect to purchase (i.e. mint) a NASA NFT through our website, any financial transactions that you engage in will be conducted solely through the Ethereum network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We 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 or any other transactions that you conduct via the Ethereum network.

(b) Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction.

4\) Transfers. All subsequent transactions of the NASA NFTs are subject to the following terms: (a) the NASA NFT transferee (the “Transferee”) shall, by purchasing, accepting, accessing or otherwise using the NASA NFT or NASA NFT Art, be deemed to accept all of the terms of this Agreement as a “Purchaser” hereof; and (b) the NASA NFT transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the Transferee. Purchaser further acknowledges and agrees that all subsequent transactions of the NASA NFT will be effected on the blockchain network governing the NASA NFT, and Purchaser will be required to make or receive payments exclusively through its cryptocurrency wallet.

5\) The Notorious Aliens Space Agent Game Developers’ Rights and Obligations to the NASA NFT Art, NASA NFTs and NASA Game. The Parties acknowledge and agree that we are not responsible for repairing, supporting, replacing, or maintaining any website, App or NFT. In addition, we are not responsible for adhering to any specification, roadmap, or vision described on the website, Discord channel, or otherwise. These are provided to you as a courtesy to show you our ideas, and such does not create any right or obligation on us to complete or perform any or all of any such specification, roadmap, vision, or otherwise.

6\) Warranty Disclaimers and Assumption of Risk. Purchaser represents and warrants that it (a) is the age of majority in Purchaser’s place of residence (which is typically 18 years of age in most U.S. states) and has the legal capacity to enter into this Agreement, (b) that Purchaser will use and interact with the NASA NFTs, NASA NFTs’ Art and NASA Game only for lawful purposes and in accordance with this Agreement, and (c) that Purchaser will not use the NASA NFTs, NASA NFTs Art or NASA Game to violate any law, regulation or ordinance or any right of The Notorious Aliens Space Agent Game Developers, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. Purchaser further agrees that it will comply with all applicable law.

THE NASA NFTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE NOTORIOUS ALIENS SPACE AGENTS GAME DEVELOPERS EXPLICITLY DISCLAIM 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. THE NOTORIOUS ALIENS SPACE AGENTS GAME DEVELOPERS MAKE NO WARRANTY THAT THE NASA NFTS WILL MEET PURCHASER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. THE NOTORIOUS ALIENS SPACE AGENTS GAME DEVELOPERS MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE NASA NFTS OR NASA GAME.

THE NOTORIOUS ALIENS SPACE AGENTS GAME DEVELOPERS WILL NOT BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE NASA NFT, 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) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO THE NASA NFT; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE NASA NFTS OR THE NASA GAME.

THE NASA NFTS 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 WE DO NOT CONTROL. THE NOTORIOUS ALIENS SPACE AGENTS GAME DEVELOPERS DO NOT GUARANTEE THAT THE NOTORIOUS ALIENS SPACE AGENTS GAME DEVELOPERS CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NASA NFT. PURCHASER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS PURCHASER PURCHASES THROUGH THE NFT MARKETPLACE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, WE MAKE NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE NFT MARKETPLACE OR ANY PURPORTED SUBSEQUENT TRANSACTIONS.

WE ARE NOT RESPONSIBLE ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT, WEBSITE, APP, NASA GAME SOFTWARE), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NASA NFTS. THE NOTORIOUS ALIENS SPACE AGENTS GAME DEVELOPERS ARE 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 NASA NFTS OR NASA GAME, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

7\) Assumption of Risk. Purchaser accepts and acknowledges all risks associated with the following:

(a) Purchaser is solely responsible for determining what, if any, taxes apply to Purchaser’s purchase, sale, transfer of the NASA NFTs or playing the NASA Game. The Notorious Aliens Space Agent Game Developers are not responsible for determining or paying the taxes that apply to such transactions.

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

(c) 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. The Notorious Aliens Space Agent Game Developers will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting NASA NFT and NASA Game transactions, however caused.

(d) Digital assets, including blockchain based assets such as the NASA NFTs, are subject to developing laws and regulations throughout the world.

8\) Indemnity. Purchaser shall defend, indemnify, and hold The Notorious Aliens Space Agent Game Developers, its licensors and affiliates (the “Indemnified Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the NASA Game or NASA NFTs whether or not such person personally purchased the NASA NFTs) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with your breach of this Agreement.

9\) Limitation of Liability

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE NOTORIOUS ALIENS SPACE AGENTS GAME DEVELOPERS NOR ITS SERVICE PROVIDERS, INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE NASA NFTS AND NASA GAME 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 NASA NFTS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE NASA NFTS OR ACCESS THE NASA NFT ART OR THE NASA GAME, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE NOTORIOUS ALIENS SPACE AGENTS GAME DEVELOPERS OR ITS SERVICE PROVIDERS HAS 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.

(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE NOTORIOUS ALIENS SPACE AGENTS GAME DEVELOPERS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE NASA NFTS OR ACCESS THE NASA NFT ART OR THE NASA GAME EXCEED THE GREATER OF (A) THE AMOUNT YOU ACTUALLY PAID US UNDER THESE TERMS IN THE PRIOR 12 MONTHS, OR (B) $500.

(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE NOTORIOUS ALIENS SPACE AGENTS GAME DEVELOPERS AND PURCHASER.

(d) THE REGULATORY REGIME GOVERNING BLOCKCHAIN TECHNOLOGIES, CRYPTOCURRENCIES, AND TOKENS IS UNCERTAIN, AND NEW REGULATIONS OR POLICIES MAY MATERIALLY ADVERSELY AFFECT THE DEVELOPMENT OF THE NASA GAME AND ECOSYSTEM, AND THEREFORE THE POTENTIAL UTILITY OR VALUE OF THE NASA NFTS OR TOKENS.

10\) 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 11 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that Purchaser and The Notorious Aliens Space Agent Game Developers are not required to arbitrate will be the courts located in Delaware, and Purchaser and The Notorious Aliens Space Agent Game Developers each waive any objection to jurisdiction and venue in such courts.

11\) Dispute Resolution.&#x20;

(a) Mandatory Arbitration of Disputes . The Parties each agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof of the NASA NFTs and NASA Game transaction(s) (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and The Notorious Aliens Space Agent Game Developers are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.

(b) Exceptions . As limited exceptions to Section 11(a) above: (i) both Parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) both Parties each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

(c) Conducting Arbitration and Arbitration Rules . The arbitration will be conducted by JAMS under its JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except as modified by this Agreement. The JAMS Rules are available at https://www.jamsadr.com/. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at https://www.jamsadr.com/.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location but any such arbitration will be conducted remotely to the extent permitted by the JAMS Rules. 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 agreement.

(d) Arbitration Costs . Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and The Notorious Aliens Space Agent Game Developers won’t seek to recover the administration and arbitrator fees The Notorious Aliens Space Agent Game Developers is responsible for paying, unless the arbitrator finds your Dispute frivolous. If The Notorious Aliens Space Agent Game Developers prevail in arbitration it will pay for all of its attorneys’ fees and costs and won’t 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.

(e) Injunctive and Declaratory Relief . Except as provided in Section 11(b) 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 The Notorious Aliens Space Agent Game Developers 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.

(f) Class Action Waiver . YOU AND THE NOTORIOUS ALIENS SPACE AGENTS GAME DEVELOPERS 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 REPRESENTATIVE PROCEEDING. 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 void.

(g) Severability . With the exception of any of the provisions in Section 11(f) of this Agreement (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.

12\) NASA NFTs may accumulate one or more utility tokens (including but not limited to YOLLAR) when they are staked in the smart contract. YOLLAR is built for one purpose and one purpose only: to enable you to play various parts of the game which may include minting more NASA NFTs within the Notorious Aliens Space Agent Game ecosystem. YOLLAR has no other functionality other than within the Notorious Aliens Space Agent Game ecosystem, and it cannot be purchased from The Notorious Aliens Space Agent Game Developers. It can only be accumulated by staking your NASA NFTs and playing the NASA Game. The Notorious Aliens Space Agent Game Developers do not provide or intend to provide a secondary marketplace for YOLLAR.

13\) General Terms. 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. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. No amendment to this Agreement or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the Party or Parties to be bound thereby. Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. 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. Nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever. Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and 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. The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. Neither Party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

