Terms of Sale

These Terms and Conditions (the "Terms") set forth the terms and conditions on the services ("Services") provided by PFP LLC. (the "Company") in relation to the purchase of PFPDAO NFT Art Collectibles including but not limited to (Solana Slumdawgz, Small Turtles with Wings, Cannibals, Cannibals V2s, Ether Elons, Cannibal Chicks and Founder Club NFTs.)  the digital assets created and distributed by the Company ("NFTs"), the products created and distributed by the Company through opensea, magic eden & this website ("Products"), the transaction of NFTs and Products, and the rights and obligations between the Company and the users ("User"). You must agree to these Terms by reading the entire Terms before using this website or purchasing any items. By using the Website or Services, you represent that you have sufficient knowledge, sophistication, and experience with respect to NFTs, cryptocurrency, intellectual property, and blockchain technology, to make your own evaluation of the merits and risks of any transaction conducted via the Website or Services or any digital asset associated with such transaction. These terms are a legally binding agreement by and between PFP LLC., (“PFP LLC.,” “we” or “us”), a Wyoming corporation, and any owner of PFPDAO NFTs (“you” or “Owner”) governing the parties’ rights and obligations with respect to PFPDAO NFTs and our collectibles.You agree that the PFPDAO NFTs are not and shall not be based upon or redeemable for any tangible or physical item, fractionalized, or capable of use as a coupon, investment, security, or other financial instrument or knowingly marketed in any other manner that would cause transactions to be governed by any applicable securities laws, including but not limited to the Securities Act of 1933, and are not convertible virtual currencies.
Notice regarding arbitration and class action waiver:

By accepting these terms, you are agreeing (with limited exception) to resolve any dispute between you and PFP LLC. through binding, individual arbitration rather than in court. Please review carefully Article 12 (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 Article 12 will not apply to you, but the provisions of Article 14 (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.
 

Chapter I. General Rules Article 1. Application

The Terms' purpose is to set forth the rules and guidelines for the services, transactions, purchase and use of NFTs, the purchase and sale of Products and obligations between the Company and the User. The Terms shall govern all aspects of the interaction between Users and the Company regarding the usage of Services, as well as the purchase, use, and handling of NFTs and Products.
 

Article 2. Agreement to The Terms

1. All Users shall use the Service (including the implementation of transactions of NFTs) and Products under the services and usage of NFTs and Products. The same shall apply hereinafter in this Article in accordance with these Terms. Users may not use the service unless they agree to these Terms.

2. Users who are minors may only use the Service by obtaining prior consent from their parents or legal guardians. Furthermore, if Users will be using the Service on behalf of, or for the purposes of, a business enterprise, then such business enterprise must also agree to these Terms prior to using the Service.

3. By participating in this offering, you agree to be bound by all of the terms incorporated herein and all of the terms of service included as part of Ozone networks, Inc. that is Opensea https://opensea.io/tos (the “OpenSea Terms of Service”) & Euclid Labs that is Magic Eden https://magiceden.io/terms-of- service.pdf (the “Magic Eden Terms of Service). If you do not agree to the terms of this Agreement, as well as the Open Sea/Magic Eden Terms of Service, you may not participate in the Offering.

4. If you are provided a translation of this Agreement, the original version in English will be used in deciding any issues or disputes which arise under this Agreement.
 

Chapter II. NFT Title Article 3. Ownership

1. You Own Your PFPDAO NFTs
   When you own a digital wallet that holds a PFPDAO NFT, as recorded by the Smart Contract, you hold the exclusive right to hold, sell, transfer, and execute blockchain transactions involving that PFPDAO NFT (“Your NFT”). Except for the PFPDAO NFTs we own, PFP LLC. has no right or ability to seize, freeze, or otherwise modify the ownership of any PFPDAO NFTs.

2. PFP LLC. owns the Intellectual Property rights to all PFPDAO NFTs except (Ether elons)
   PFP LLC. owns all rights, title, and interest in and to other PFPDAO Art including any and all copyrights, trademarks, and other intellectual property rights therein (“IP”).
   However, we grant you the License (defined below) to use the PFPDAO Art associated with Your NFT (“Your Art”) for as long as you hold Your NFT.

3. (i)  We retain the copyright in PFPDAO Art underlying any Derivative work.

4. (ii)  Your use of any Derivative PFPDAO Work during and after the License Term is subject to these Terms; and

5. (iii)  Your use of any Derivative PFPDAO Work after the License Term may require a license from the current owner of the PFPDAO NFT.

4. Utility
Owners 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 License. PFP LLC. makes no assurances of any utility. Any utility may be subject to other terms and conditions. PFP LLC. will not be responsible in any manner for any Utility offered by any third party.

Article 4. License

1. Grant.
Subject to your acceptance of, and compliance with, these Terms, upon lawfully acquiring Your PFPDAO NFT and, for so long as you hold Your NFT (both dates as recorded by the Smart Contract) (the “License Term”), PFP LLC. grants to you an exclusive, universe-wide, royalty-free, sub-licensable license to reproduce, distribute, prepare derivative works based upon, publicly display, publicly perform, transmit, and otherwise use and exploit, Your PFPDAO Art (“License”).
The License is intended to be broad, enabling you to make both commercial and non-commercial uses of Your PFPDAO Art, in any and all media, whether existing now or invented later, subject only to the restrictions set forth below.

2. Restrictions and Reservations.
i. The License extends only to “Your PFPDAO Art” —meaning, the

complete selection and arrangement of all base layers, features, attributes, and other elements that comprise Your PFPDAO Art

Thus, while the License allows you to create and exploit Derivative PFPDAO Works, the License does not grant you rights in any individual element of Your PPFFDAO Art, or a license to exploit any individual element separate and apart from Your PFPDAO Art.

For example, the License allows you to create three-dimensional renditions of or to add new clothing to, Your PFPDAO Art, but does not allow you to extract individual features (e.g., hair, accessories) for use in a separate work.

1. The License does not grant you any rights in or to ‘PFP LLC.’ (or any other) trade names, brands, trade dress, or trademarks (e.g., “PFPDAO” or “PFP LLC.”), all of which are expressly reserved to PFP LLC. You hereby agree that any PFPDAO TM Rights you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to PFP LLC. For the sake of clarity, the PFPDAO TM Rights do not include Your PFPDAO Art, in which you may acquire trademark rights through the exercise of your rights in accordance with, and subject to, these Terms and Applicable Law.

2. Any application to register a trademark in Your PFPDAO Art must occur during the License Term and be based solely upon the actual use of the PFPDAO Art in commerce and solely for the goods or services in connection with which Your PFPDAO Art has been used in commerce in the applicable jurisdiction as of the date of the application. Thus, you may not seek to register a trademark in Your PFPDAO Art on an “intent to use” basis or where you otherwise have not used Your PFPDAO Art in commerce.

3. You may not use Your PFPDAO 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.

4. You must not use your PFPDAO Art in a manner that violates Applicable Law.

5. All rights not expressly granted herein are reserved by us.

3. License Back to PFP LLC.

You grant to PFP LLC. an irrevocable, perpetual, non-exclusive, universe- wide, royalty-free, sub-licensable license to publicly display and otherwise use Your PFPDAO Art alongside other PFPDAO Art for the purpose of promoting or exhibiting the entire PFPDAO collections.

Article 5. Enforcement

1. Copyright Registrations.
   Any application to obtain a copyright registration in Your PFPDAO Art shall identify “PFP LLC.” as the copyright owner of the PFPDAO Art. Any application to obtain a copyright registration in a Derivative PFPDAO Work may identify you or such other person you designate as the copyright owner but shall identify Your PFPDAO Art as a pre-existing work upon which the Derivative PFPDAO Work is based.

2. Actions
   To the extent applicable law authorizes you to bring a claim for infringement based upon the unauthorized use of Your PFPDAO Art, you agree that:

   1. (i)  Any such claim shall be based solely upon the unauthorized use of

      Your PFPDAO Art, not other PFPDAO Art—for example, on the ground that the other PFPDAO Art is substantially similar to Your PFPDAO Art

   2. (ii)  PFP LLC. may, in its sole discretion, join and, unless it would materially prejudice your rights, elect to take over the control of the prosecution of, any such action.

3. Disputes Among Owners
   PFP LLC. has no obligation to support the resolution of, or resolve any, dispute that may arise between PFPDAO NFT owners.

Article 6. Transfers

1. No Decoupling
Except as expressly provided herein, ownership of a PFPDAO NFT and the License are not separable in any way. You may not engage in any transaction or activity that purports to decouple the License from Your PFPDAO NFT.

1. Termination of License
   Upon the transfer of Your PFPDAO NFT to a new Owner, as recorded by the PFPDAO Smart Contract:

   1. a)  Y our License hereunder shall immediately and automatically

      terminate;

   2. b)  You must discontinue any use of Your PFPDAO Art as a

      trademark or other source identifier; and

   3. c)  Any trademark and corresponding registration obtained in

      connection with your exercise of the License shall be deemed abandoned unless duly transferred to the new Owner under a separately negotiated written agreement.

2. Published PFPDAO Works
   If during the License Term, you create and make available to the public a work using Your PFPDAO Art (a “Published High PFPDAO Work”), you may, except as set forth in Article 6(2)(b), continue to use and exploit that Published PFPDAO Work in accordance with these Terms after the License Term; provided, however, that:

   1. (i)  You will be responsible for any obligations or liabilities arising from

      your continued use of the Published PFPDAO Work after the

      License Term.

   2. (ii)  This privilege does not allow you to use the PFPDAO Art to create

      any new works or materials after the License Term. Thus, for example:

      • A digital series featuring Your PFPDAO Art that was released during the License Term may continue to run after the License Term, but any creation or distribution of any new episodes featuring the PFPDAO Art would require a license from the new Owner.

      • After the License Term, you may sell off existing (at the time of transfer) inventories of merchandise featuring Your PFPDAO Art that were created and offered for sale during the License Term, but the creation or distribution of any new merchandise or inventory featuring the PFPDAO Art would require a license from the new Owner.

Article 7. Owner’s Representations and Warranties

Owner represents and warrants that Owner:

1. Is over the age of majority and has the legal capacity to enter into these Terms.

2. Will only use and interact with any PFPDAO NFT and PFPDAO Art in accordance with these Terms.

3. Will comply with all applicable law in the exercise of its rights and obligations under these Terms and will not violate any right of PFP LLC., its licensors, or any right of any third party.

4. Is not, and will not, knowingly execute a transaction involving a PFPDAO NFT or PFPDAO Art with any person who is,

   1. 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.

   2. Listed on any U.S. Government list of prohibited or restricted

      parties.

Article 8. Warranty Disclaimers

1. Each PFPDAO NFT and PFPDAO NFT Art is provided “as is” and “as available” without warranty of any kind. Without limiting the foregoing, PFP LLC. 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.

2. Each PFPDAO NFT is an intangible digital asset that exists only by virtue of the ownership record maintained on the Solana blockchain. Any transfer of ownership that might occur in any unique digital asset, occurs on the decentralized ledger within the Solana blockchain, which PFP LLC. does not control.

1. PFP LLC. will not be responsible or liable to owner for any loss in connection with any PFPDAO NFT or PFPDAOArt and takes no responsibility for, and will not be liable to owner for, any use of or inability to use any PFPDAO NFT or PFPDAO Art, including but not limited to any losses, damages, or claims arising from:

   1. (I)  User error such as forgotten passwords, incorrectly constructed transactions, or mistyped wallet addresses.

   2. (II)  The behaviour or output of any software or hardware.

   3. (III)  Data loss or corruption.

   4. (IV)  Any features, development, errors, or other issues with

      blockchain networks or wallets.

   5. (V)  Unauthorized access to any PFPDAO NFT or PFPDAO

      art.

   6. (VI)  The acts or omissions of any third party.

2. Some jurisdictions do not allow the exclusion of implied warranties in consumer contracts, so the above exclusion may not apply to you.

Article 9. Assumption of Risk

Owner accepts and acknowledges all risks associated with the following:

1. PFPDAO NFTs and PFPDAO Art may be used in many ways. While we strongly encourage transparency, communication, and research prior to acquiring a PFPDAO NFT, including to understand what previous and existing uses have been made of the PFPDAO NFT and PFPDAO Art and how those uses may affect value, any purchase of a PFPDAO NFT is at the purchaser’s own risk. PFP LLC. is not responsible for verifying or providing information on how a PFPDAO NFT derives its use case or its monetary valuation.

2. PFPLLC. is not responsible for determining or paying any taxes that apply to any Owner’s purchase, sale, or transfer of rights in each PFPDAO NFT. As between the parties, Owner is solely responsible for determining what, if any, taxes apply to such transactions.

3. Transactions involving PFPDAO NFTs and PFPDAO 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 PFP LLC. 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.

Article 10. Indemnity

Owner shall defend, indemnify, and hold PFP LLC., 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 PFPDAO NFT or PFPDAO Art, whether or not such person personally purchased a PFPDAO NFT) against the Indemnified Parties, or on account of the investigation, defence, or settlement thereof, arising out of, related to, or in connection with:

1. Your access to or use of any NFT marketplace or third-party services or products.

2. Your breach or alleged breach of these Terms.

3. Your exercise or attempted exercise of the License.

4. Your actual or alleged violation of applicable law. Counsel to be

   used in the defence of such claim must be approved by PFP LLC. in writing prior to retention of such counsel and, upon our request, you will allow us to participate in the defence 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.

Article 11. Limitation of Liability

1. 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 PFPDAO NFT or PFPDAO Art, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not PFP LLC. 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.

2. By purchasing or owning a PFPDAO NFT, owner acknowledges that the exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between PFP LLC. and owner.

Article 12. Dispute Resolution.

1. 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 PFPDAO NFT or PFPDAO 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 License or these Terms.

2. Exceptions.
   As a limited exception to Article 12(1) above:

   1. (i)  the parties may seek to resolve a Dispute in small claims court if it

      qualifies; and

   2. (ii)  each party retains the right to seek injunctive or other equitable

      relief from a court to prevent (or enjoin) the infringement or misappropriation of its intellectual property rights.

1. Conducting Arbitration and Arbitration Rules
   The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form for Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the county (or parish) where one lives, with provision to be made for remote appearances to the maximum extent permitted by the AAA rules, unless the parties both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of these Terms.

2. Class Action Waiver
   You and PFP LLC. agree that each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
   Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with a party’s 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.

3. Severability
   With the exception of any of the provisions in Article 12(4) (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

Article 13. Amendments

PFP LLC. reserves the right to clarify or amend these Terms by publicly publishing a new version of them, including, but not limited to, on https://www.thehighhyenas.com or any successor website.

Article 14. 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 legal provisions. Except as otherwise expressly set forth in Article 12 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined above) will be the state and federal courts located in the State of Wyoming, and You and PFP LLC. each waive any objection to jurisdiction and venue in such courts.

Article 15. Miscellaneous

1. The License applies only to the PFPDAO NFT on the blockchain that PFP LLC., 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 PFPDAO NFTs, only the non-fungible token recorded on the blockchain designated by PFP LLC. will be eligible to receive the benefit of the License. Any license purportedly granted hereunder to the owner of a non- fungible token recorded on a blockchain not designated by PFP LLC. is void ab initio.

2. These Terms will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.

3. 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 Article 13 or 15(1) or as the parties may agree in writing.

4. Failure to promptly enforce a provision of these Terms or any rights related to the PFPDAO NFT or PFPDAO Art will not be construed as a waiver of such provision or rights.

1. 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.

2. 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.

3. 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.

4. 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.

5. Neither party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise.

10. 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”.

11.Owner may give notice to PFP LLC. by contacting PFP LLC. pfpdesignllc@gmail.com. Notice is effective upon receipt.

12.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.