Licenses
Here you can find all the information about the license terms for Made By Apes, and BAYC and MAYC collections.
MADE BY APES CERTIFICATION PROGRAM RULES
By clicking “I accept” or otherwise submitting an application to participate in the “Made by Apes” program operated by or on behalf of Yuga Labs Made By, LLC (“Yuga”), or by participating in the Made by Apes program (including by using the MADE BY APES mark in any capacity), the applicant applying for or participating in the Made by Apes Program (“you” which shall refer to you as an individual, unless you are applying on behalf of an Applying Entity, in which case it shall apply to the Applying Entity) acknowledges and agrees as follows:
Declaration of Applicant.
As an express condition of being permitted to access and/or submit an application to participate in the Made by Apes program, or by otherwise attempting to or actually participating in the Made by Apes program, you hereby represent and warrant:
You are applying for, or otherwise participating in, the Made by Apes program on behalf of yourself or are an authorized officer of the entity that seeks to apply or participate (in such case, the “Applying Entity”);
You agree to and are authorized to agree to these Program Rules;
You meet all accreditation standards;
You have reviewed and fully understand and agree to these Program Rules;
You will not these Program Rules;
You have provided only truthful, complete and accurate information and materials in connection with the application, including those provided to Yuga and any service providers thereof, and all communications with Yuga;
You have competent and reliable evidence to substantiate each of the foregoing.
Eligibility. To be eligible to participate in (or continue to participate in) the Made by Apes program, either you or, if applicable the Applying Entity, must meet each of the following “Certification Requirements”:
You, at all times, own a Bored Ape Yacht Club (“BAYC”) or Mutant Ape Yacht Club (“MAYC”) non-fungible token (“NFT”) and such NFT controlled by (i.e., the private key with respect thereto is stored in) the blockchain compatible “wallet” that is linked to or otherwise associated with your application;
You, at the time of application, own the BAYC NFT or MAYC NFT identified in your application (such artwork, “Your Ape Artwork”);
You (i) have previously offered and/or sold goods or services that prominently feature Your Ape Artwork (or the artwork associated with another BAYC, MAYC, or Bored Ape Kennel Club (“BAKC”) NFT that you own and control(such artwork, “Other Ape Artwork”, and any artwork associated with a BAYC, MAYC or BAKC NFT, “Club Artwork”), or (ii) have a bona fide intent to sell goods or services that prominently feature Club Artwork (all such goods and services, “Your Products”)
You intend to use in commerce the Certification Mark in connection with the offer, marketing and/or sale of Your Products during the License Term;
You are not subject of an overall unsatisfactory rating from any applicable product or service rating company or body;
You have provided only truthful, complete and accurate information in connection with the MADE BY APES program, including the application;
You will, at all times, comply with all applicable laws, regulations, codes, and rules including, without limitation, the Standards of Conduct and the FTC Endorsement Guides, and all laws, regulations, codes or rules regarding packaging, manufacturing processes, storage, distribution, marketing, advertisement, sale of, and product safety with respect to, all of Your Products, including any applicable health and safety standards and labor and employment laws for manufacturing operations (collectively, “Applicable Laws”); and
You have retained competent and reliable evidence to substantiate each of the foregoing.
Approval Required by Yuga. Unless or until Yuga expressly approves your application in its sole discretion, you are not a participant in the Made by Apes program or permitted to hold yourself out in any way as a participant in the Made by Apes program, or otherwise use the MADE BY APES mark (shown in Exhibit A, (the “Certification Mark”) or any other intellectual property related to the Made by Apes program.
Approved Applicant Use Rules. If Yuga expressly approves your application, and provided that you comply at all times with the Program Rules (and as may be amended from time to time):
Yuga assigns to you the “Primary License” number that is provided to you (the “Primary License Number”) to use solely in connection with the offer, marketing and/or sale of Your Products; and
Yuga grants to you a limited, revocable, worldwide, royalty-free, non-exclusive, non-sublicensable, non-assignable, non-transferable license (the “License”), during the License Term (defined below), to use the Certification Mark solely in connection with the offer, marketing and/or sale of Your Products.
Prohibitions and Restrictions.
Without limiting Section 5, you may use the Primary License Number during the License Term only:
in a manner that depicts the Primary License in “shorthand” form or “longhand” form, in each case, an example of which is shown in Exhibit B; and
with respect to using the longhand form, in a manner that accurately identifies Club Artwork associated with BAYC, MAYC or BAKC NFTs that you (1) control through a blockchain-based wallet associated with your Made by Apes participant account, and (2) use in connection with Your Products, in each case, at the applicable time of such use of the longhand form (e.g., if your Primary License number is “10000” and the Club Artwork being used in association with Your Product is from BAYC NFT #00100, then the longhand version would be depicted as 10000-0-00100).
Upon the approval of your application and so long as you (1) are in full compliance of the Certification Requirements and (2) own and control the BAYC or MAYC NFT held in the blockchain-based wallet associated with your Made by Apes participant account, then you may continue to use the Primary License Number during such period. By way of example, if your application is submitted based on your ownership of BAYC NFT #00100, but you also own (or later acquire) MAYC NFT #00100, you may use the Primary License Number to accurately to refer to the Club Artwork associated with MAYC NFT #00100 without further approval by Yuga.
Without limiting Section 5, you may use the Certification Mark and Primary License Number during the License Term only:
in a manner that depicts (1) Certification Mark and Primary License Number in tandem with one another (an example of which is shown in Exhibit C), or (2) each of the Certification Mark and Primary License Number separately on the same packaging and/or marketing materials of Your Product (an example of which is shown in Exhibit D); provided in the case of (2) the Primary License Number must then be referred to as “Made by Apes License No.” followed by the shorthand or longhand version;
in strict accordance with other specifications that Yuga may from time to time provide, including, but not limited to, those regarding its size, color, positioning, and any accompanying, language or symbols;
on the packaging or physical version of Your Products, or in connection with the offer, marketing or sale of Your Products;
in a manner that complies with all Applicable Law; and
for the sole purpose of designating that you and/or Your Products meet the Certification Requirements. Examples of unacceptable use include, but are not limited to, prominent use of the Certification Marks as the predominant logo of any merchandise, or on any immutable or otherwise uneditable digital product (e.g., a NFT that has art that cannot be changed).
Without limiting any other restriction herein, you shall not, directly or indirectly, (i) use the Certification Mark in standalone form (i.e., without the Primary License Number) or the Primary License Number in standalone form (i.e., without the Certification Mark), (ii) modify the Certification Mark, or combine any Certification Mark with another mark, or (iii) use the Certification Mark or Primary License Number in any manner that (1) violates the rights (including but not limited to the intellectual property rights) of any third party, any Applicable Law (defined below), or these Program Rules; (2) is profane, pornographic, vulgar, or offensive; (3) involves hate speech, endorses any form of hate, or harasses, abuses, insults, harms, defames, slanders, disparages, intimidates, threatens, or discriminates against others based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or any other classes or characteristics as may be protected under Applicable Law; (4) spreads false, deceptive, misleading, otherwise unsubstantiated or unfair information or material, or promotes any particular political agenda or message, in each case, whether commercial in nature or otherwise; (5) promotes any activities that may be, appear, or should reasonably be considered, unsafe or dangerous, including, without limitation, drugs prohibited by Applicable Law; (6) causes the Certification Mark to be used in any manner other than as a certification mark; (7) is likely to, or is intended to, reduce, diminish, or damage the goodwill, value, or reputation associated with the Certification Mark, Yuga or any other Covered Party (defined below); (8) indicates, alleges, or otherwise evidences, that Yuga or any other Covered Party authorizes, approves, certifies, endorses, accredits, guarantees, or is otherwise responsible for any of Your Products or your use or exploitation of the Certification Mark; or (9) is intended to or reasonably likely to result in, or cause any of the foregoing.
Notwithstanding anything in these Program Rules, unless otherwise agreed to by the Parties under a different agreement, you are not permitted to use, are not granted a license with respect to, and otherwise do not have any rights, title, or interest in or to, any intellectual property owned or licensed by Yuga or any other Covered Party, including, but not limited to, the Certification Mark or any trademark or other intellectual property of Yuga or any Covered Party.
Control. Yuga shall have absolute determination and control, in its sole discretion, over the design, redesign, modification, authorized or unauthorized use, manner and degree of application, manner and extent of registration, maintenance, protection, enforcement, ownership, licensing, use, and termination of the Certification Mark or any Primary License Number. You shall immediately and at your sole cost and expense update, revise, or correct any usage of the Certification Mark that is requested by Yuga or if such usage fails to comply with the requirements of the Program Rules.
Usage Limitations.
If Yuga or any court or governmental entity determines that use of any Certification Mark may, in any particular manner or jurisdiction, violate any Applicable Law, be contrary to public policy, or subject Yuga, or any of its subsidiaries, parent companies, Affiliates (including Yuga Labs, Inc.), employees, directors, officers, managers, members, agents or other representatives (collectively, the “Covered Parties”), or you, to (i) claims, causes of action, proceedings, disputes, or other controversies, of any nature, (ii) governmental investigations, inquiries, inquisitions, or government process (including, but not limited to, any subpoena), or (iii) losses, damages, penalties or liabilities of any kind (the foregoing (i) through (iii), collectively, “Claims”), then in each case you agree, upon receipt of notice and request from Yuga, to immediately cease and desist from all use of any such Certification Mark. The Covered Parties shall not be liable to you in any manner, and you irrevocably waive any and all Claims, arising out of Yuga’s exercise of or your obligations in relation to the Made by Apes program.
For purposes hereof, (i) “Affiliate” means, with respect to a Party, any Person that controls, is controlled by, or is under common control with such Party, (ii) “control” means possession of the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise, and (iii) “Person” means any natural person, entity, firm, corporation, or other organization.
Yuga Ownership of the Certification Mark.
You acknowledge that Yuga is the exclusive owner of all right, title, and interest in and to the Certification Mark and that nothing herein shall be construed to accord to You any rights therein except as otherwise expressed in these Program Rules. Any goodwill in the Certification Mark that is derived from your use thereof shall inure to the sole and exclusive benefit of Yuga. You will not at any time: (a) challenge Yuga’s right, title, or interest in the Certification Mark or the validity or any registration thereof; (b) do or cause to be done or omit to do anything, the doing, causing, or omitting of which would contest or in any way impair or tend to impair the rights of Yuga in the Certification Mark; (c) represent that you have any ownership in or rights (other than the usage rights expressly set forth in these Program Rules) with respect to the Certification Mark; or (d) claim, use, or apply to register or record in any jurisdiction any trademark, trade name, trade dress, corporate name, domain name, blockchain-based address, blockchain-based wallet or other blockchain-related identifier, email address, social media username, copyright, or design that is identical with, confusingly similar to, a colorable imitation of, derived from, based upon, or that includes the Certification Mark.
Term.
Unless earlier terminated, the term of the License shall continue for a period of six (6) months starting on the date that you are issued a Primary License number (“Initial Term”). If you use the Certification Mark in commerce in accordance with these Program Rules during the Initial Term, truthfully certify in a form acceptable to Yuga an intention to continue to use the Certification Mark in commerce, and if requested provides reasonable proof thereof to Yuga, then the term of the License shall be extended for a period of one (1) year from the end date of the Initial Term (the “First Renewal Term”). If you use a Certification Mark in commerce in accordance with these Program Rules during the First Renewal Term, truthfully certify in a form acceptable to Yuga an intention to continue to use the Certification Mark in commerce, and if requested provides reasonable proof thereof to Yuga, then the term of the License shall be extended for a period of two (2) years (the “Second Renewal Term”, and together with the Initial Term, and the First Renewal Term, the “License Term”). The License Term may be further extended for successive periods in the same manner as the Second Renewal Term.
Termination.
Yuga shall be entitled to terminate your participation in the Made by Apes program and/or revoke the License.
The License shall automatically and immediately terminate if you no longer own and control any BAYC or MAYC NFTs for whatever reason (including, but not limited to, due to the transfer to any non-Affiliate third party, whether authorized or unauthorized) and, if requested, fail to provide proof within forty-eight (48) hours of such transfer that you also control the blockchain-based wallet to which such NFT was transferred.
Furthermore, if you no longer own and control a specific BAYC, MAYC or BAKC NFT (but you still own a different BAYC or MAYC NFT such that your participation in the Made by Apes program is not terminated), then you may not refer to or otherwise identify such specific BAYC, MAYC or BAKC NFT (or any Club Artwork in relation thereto) in any permitted use of the Primary License Number.
Upon your participation in the Made by Apes program being terminated or expiring, the License granted hereunder shall immediately terminate, Yuga may revoke or burn any non-fungible token sent to you, and you shall immediately discontinue all use of the Certification Mark and Primary License Number in any and all forms.
Sell-Off Period.
If your participation in the Made by Apes program is terminated other than as a result of your uncured breach, or otherwise expires, then all rights herein licensed shall revert to Yuga without further notice, and provided that you obtain the rights to continue to exploit the applicable Club Artwork being used in connection with Your Products, you shall have a non-exclusive thirty (30) day period (“Sell-Off Period”) during which time you may sell any inventory of Your Products featuring the Certification Mark that is in your stock.
If you no longer own and control a BAYC, MAYC or BAKC NFT that you previously referred to in connection with the Primary License Number, then provided you that obtain the rights to continue to exploit the applicable Club Artwork for such NFT, you may, during the Sell-Off Period, sell any inventory of Your Products featuring the Primary License Number that refers to such NFT that is in your stock.
During any applicable Sell-Off Period and at all times thereafter, you shall not produce or allow the production of any additional units of Your Products or other materials featuring any Certification Mark.
Indemnity. You shall defend, indemnify, and hold the Covered Parties from and against any and all Claims including, without limitation, settlement costs, and expenses (including, without limitation, reasonable outside attorneys’ fees), brought or asserted by a third-party against any of the Covered Parties arising from or related to: (a) your breach (or any breach on behalf of you) of the Program Rule, and (b) the manufacture, advertising, promotion, use, marketing, or sale of Your Products.
Consent to Use Your Information. You authorize the Covered Parties to publish information about you, your business, and your use of the Certification Marks for the purpose of indicating your participation in the Made by Apes program. Without limiting the generality of the foregoing, you consent to the Covered Parties’ use of your name, logo, online profile information, and Club Artwork: (a) on their websites, blogs, social media, and other Internet sources; (b) for use in recruiting additional parties to apply to participate in the Made by Apes program; and (c) in press releases, news articles, advertisements, and other public statements concerning the Made by Apes program. For the sake of clarity, the Covered Parties shall have no duty, responsibility, or obligation to keep confidential any information provided by you in its application or otherwise in connection with the Made by Apes program.
No Warranty by Yuga. YUGA PROVIDES THE RIGHTS GRANTED TO YOU HEREUNDER WITHOUT ANY WARRANTY OF ANY KIND. YUGA EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. UNDER NO CIRCUMSTANCES WILL YUGA OR ANY OTHER YUGA COVERED PARTY BE RESPONSIBLE FOR ANY CLAIMS, WHETHER DIRECT OR THIRD-PARTY, INCLUDING, BUT NOT LIMITED TO, THOSE ALLEGING, PERSONAL INJURY OR DEATH, OR ARISING OUT OF OR RESULTING FROM YOUR USE OR MISUSE OF ANY CERTIFICATION MARK, THE MANUFACTURE, ADVERTISING, PROMOTION, USE, MARKETING, AND SALE OF YOUR PRODUCTS, ANY USE OR MISUSE OF ANY OF YOUR PRODUCT, OR ANY CONDUCT OR REPRESENTATIONS, WARRANTIES, CERTIFICATIONS OR OTHER ACTIONS OR OMISSIONS OF YOU, WHETHER ONLINE OR OFFLINE. YUGA MAKES NO REPRESENTATION, WARRANTY, GUARANTEE, CERTIFICATION OR OTHERWISE ABOUT ANY OF YOUR PRODUCTS OR ANY OTHER PRODUCTS BEARING ANY CERTIFICATION MARK OR PRIMARY LICENSE NUMBER (IN WHICHEVER FORM) AND EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF THE SAME. YUGA CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF ANY OF YOUR PRODUCT.
Limitation of Liability. IN NO EVENT SHALL YUGA OR ANY OTHER COVERED PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST OPPORTUNITY, LOST REVENUE, LOSS OF GOODWILL, OR OTHERWISE, ARISING FROM, RELATED TO, OR IN CONNECTION WITH THE MADE BY APES PROGRAM OR ANY ALLEGED BREACH OF ANY REPRESENTATION, WARRANTY OR OTHER PROVISION OF THESE PROGRAM RULES, REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIMS ARE BASED AND EVEN IF YUGA OR THE APPLICABLE COVERED PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL YUGA’S AND ALL OTHER YUGA COVERED PARTIES’ AGGREGATE, TOTAL AND CUMULATIVE LIABILITY, FOR ALL CLAIMS OF ANY NATURE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THE MADE BY APES PROGRAM, INCLUDING BUT NOT LIMITED TO, THESE PROGRAM RULES AND THE CERTIFICATION MARK, EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).
Relationship of Parties. You and the Covered Parties are not participating in any agency or employment arrangement or otherwise in any partnership, joint venture, or franchise.
Assignment; Third-Party Beneficiary. You may not assign the License or any other right, privilege or preference resulting from your participation in the Made by Apes program without the prior written consent of Yuga.
Disputes; Governing Law and Choice of Forum. Except for any claim for injunctive relief arising out of your breach of the Program Rules, you and Yuga (or in the event that you seek to bring any Claim against a Covered Party, you upon the request of the Covered Party) agree to arbitrate, in New York, New York, through JAMS, any and all disputes or claims arising out of or related to the Made by Apes program, including, but not limited to, the validity, enforceability, interpretation, or performance of the Program Rules, whether sounding in tort, contract, statutory violation or otherwise, or involving the construction or application or any of the terms, provisions, or conditions of these Program Rules. Any arbitration may be initiated by a written demand. The arbitrator’s decision shall be final, binding, and conclusive. You and Yuga (or if you seek to bring any Claim against a Covered Party, you upon the request of the Covered Party) further agree that these Program Rules are intended to be strictly construed to provide for arbitration as the sole and exclusive means for resolution of all disputes to the fullest extent permitted by law. You and Yuga (or if you seek to bring any Claim against a Covered Party, you) expressly waive any entitlement to have such controversies decided by a court or a jury.
Severability. If any provision or provisions of these Program Rules a shall be determined by a court of competent jurisdiction to be illegal or unenforceable, the remaining provisions hereof shall be deemed severable and enforceable in accordance with their terms.
Entire Agreement; Modification. These Program Rules, including the exhibits and appendices hereto, represents and contains the entire agreement and understanding of the Yuga and you with respect to the Made by Apes program, and it supersedes all prior oral and written agreements and understandings of Yuga and you in this regard, all of which are merged herein. No representation, warranty, condition, understanding, or agreement of any kind with respect to the subject matter hereof shall be relied upon by you unless expressly stated herein. Notwithstanding the foregoing, Yuga may update these Program Rules (including, but not limited to, to add or amend any terms hereof, or incorporate by reference anything herein) from time to time in its sole discretion. In such case, Yuga will let you know by posting the updated Program Rules on the applicable Made by Apes program website. It’s important that you review the Program Rules whenever they are updated. If you continue to use the License after updated Program Rules have been posted, it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you must not use or exploit the License or any other right, privilege or preference offered in connection with the Made by Apes program.
Survival. All provisions that, by their nature, should survive the termination or expiration of your application to, participation in, the expiration or termination of the License or your participation in the Made by Apes Program, whichever is the latest, shall continue in full force and effect beyond such termination or expiration.
Exhibits
