Licenses & Restrictions.

NFTs. The “NFTs” sold or otherwise transferred to Owner pursuant to the Agreement are non-fungible tokens, ownership of which are registered on a blockchain. Each NFT is associated with a single instance of a digital art file (“Digital Art”) and/or other entitlements. As detailed below, Owner may own a token, but shall have only a limited license to the Digital Art, subject to the terms and conditions of the Agreement.  Owner must ensure that she/he/it obtains and maintains a functioning self-custody wallet such as MetaMask® or Coinbase Wallet® or similar (“Wallet”) capable of accessing the NFTs, as well as any cryptocurrencies necessary to purchase and/or sell the NFTs including, where applicable, Ethereum (“ETH”).

Digital Art. The Digital Art is subject to copyright and other intellectual property protections, which rights are and shall remain owned by Licensor and/or third parties.

License. Upon a valid transfer of an NFT to Owner, Licensor grants Owner a limited, non-sublicensable, license to use, publish, and display the Digital Art during the Term, subject to Owner’s compliance with the terms and conditions of the Agreement including, without limitation, the restrictions in Section 1.4. below, solely for the following purposes: (a) for her/his/its own personal, non-commercial use; (b) to list the NFT for resale or trade as part of an NFT marketplace that permits the purchase and sale of the NFT; provided, that the marketplace cryptographically verifies each NFT owner’s rights to display the Digital Art associated with the NFT to ensure that only the actual owner can display the Digital Art; and/or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of NFTs; provided, that the website/application cryptographically verifies each NFT owner’s rights to display the Digital Art associated with the NFT to ensure that only the actual owner can display the Digital Art; and provided, further, that the Digital Art is no longer visible once the owner of the NFT leaves the website/application (the “Owner License”). The Owner license is non-transferable, except that it will automatically transfer in connection with a Permitted Transfer (defined below) of the subject NFT.  Upon expiration of the Term or breach of any condition of the Agreement by Owner, all license rights shall immediately terminate.

License Restrictions. The Digital Art provided pursuant to the Agreement is licensed, not sold, and Owner receives no title to or ownership of the Digital Art or any associated intellectual property rights thereto.  Without limiting the foregoing, the license to the Digital Art does not grant Owner any right, title or interest in or to the individual layered files, traits or digital works associated with same (collectively, the “Layered Files”). Except for the express license granted to Owner by the Owner License, no other rights (express or implied) to the Digital Art are granted and all rights that are not specifically granted to Owner are reserved by Licensor, as applicable and as between Owner and Licensor. This includes, but is not limited to, the intellectual property rights, and publicity rights, associated with the images, names, logos, Layered Files, trademarks, the ability to mint 3D, voxel or other versions of the NFTs, the smart contract code, or anything else not specifically granted by the Owner License. Without limiting the generality of the foregoing, Owner shall not, nor authorize, permit, or assist any third party to do, or attempt to do, any of the

following: (a) copy, modify, create derivative works from, or distribute the Digital Art or an NFT; (b) display the Digital Art other than as expressly licensed in Section 1.3; (c) use an NFT or Digital Art to advertise, market or sell a product and/or service; (d) incorporate an NFT or Digital Art in videos or other media; (e) sell merchandise incorporating an NFT or Digital Art; (f) attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to a Digital Art; (g) impose a fee or require other consideration for another to view a Digital Art; (h) use a Digital Art for its or any third party’s commercial benefit; (i) use a Digital Art to create, sell or attempt to create or sell any new cryptographic token; or (j) fractionalize, pool, rent or stake an NFT or Digital Art, unless done so in compliance with all applicable laws, rules or regulations. Moreover, Owner agrees not to: (i) remove any copyright or other legal notices associated with an NFT or Digital Art; or (ii) remove or alter any metadata of an NFT including, without limitation, any link or other reference to the Agreement. Failure to comply with the conditions set forth in Sections 1.3 and 1.4 hereof constitutes a material breach of the Agreement.

Transfers.  Subject to the transfer restrictions set forth herein, and payment to Licensor of the Resale Royalty (defined below), Owner may transfer ownership of an NFT including, without limitation, the Owner License and Entitlements (if any), to a third-party (a “Secondary Acquirer”); provided that: (a) Owner has not breached the Agreement prior to the transfer; (b) the Owner License has not otherwise expired or been terminated for any reason; (c) Owner notifies the Secondary Acquirer that any sale of the NFT by the Secondary Acquirer shall be subject to the Resale Royalty; (d) such transfer is conducted through a marketplace or other platform that cryptographically verifies that the Owner is the actual, current owner of the NFT;   (e) Secondary Acquirer is not placed on the “Specially Designated Nationals and Blocked Persons List” by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury, the “Denied Persons List” by the Bureau of Industry and Security of the United States Department of Commerce or is a resident, citizen or entity located or incorporated under the laws of any country, territory or other jurisdiction subject to a U.S. Government embargo; (f) such transfer complies with all applicable laws, rules, regulations, regulatory guidance, and terms of the marketplace or other platform on which such sale or transfer takes place, including compliance with any anti-money laundering, anti-bribery laws, and political donation or contribution laws; and (g) Owner ensures that the Secondary Acquirer is made aware of the Agreement and agrees to be bound by its obligations and restrictions (a “Permitted Transfer”). Upon conclusion of a Permitted Transfer, including acceptance of the Agreement, Secondary Acquirer shall be deemed the Owner for purpose of this Owner Agreement.  In no case shall the Owner License or any Entitlement(s) (defined below) granted under the Agreement be transferrable apart from ownership of the subject NFT.  For clarity, only a single individual/entity may own an NFT at any time, and only that individual/entity has the Owner License or access to any Entitlement(s)). As used herein, the term “Resale Royalty” means the royalty amount Licensor shall receive for any sale of an NFT by the Owner, equal to ten percent (10%) of the purchase price, taken from the Owner’s or any Secondary Acquirer’s (who becomes an Owner) sale proceeds.  Owner shall pay any and all transaction fees, payment transfer fees and taxes (other than taxes on Licensor’s net income) associated with the Permissible Transfer and shall not deduct any such amounts from the amount paid to Licensor as the Resale Royalty. To the extent a smart contract associated with the NFT is programmed to automatically transfer the Resale Royalty to Licensor, payment shall be deemed made when and if such Resale Royalty is actually paid to Licensor.

 Entitlements.

Event Description. Subject to the restrictions set forth in Subsection 2.2 herein below, the acquisition of an NFT may entitle the current Owner thereof to a certain additional entitlement(s) as may be offered by the Licensor, in its sole discretion (the “Entitlements”), each subject to availability and the restrictions set forth in Subsection 2.2 below and as otherwise communicated by Licensor from time-to-time. 

Restrictions. Notwithstanding a valid transfer of ownership of an NFT, once the Entitlement for each event has been redeemed by an Owner of the subject NFT, no subsequent Owner of that same NFT shall have the right to redeem such Entitlement. No Entitlement may be licensed, sold, transferred, rented or assigned, separate and apart from a Permitted Transfer of ownership of the NFT. Any Entitlement(s) must be redeemed by the Owner, or it/they will be forfeited.  The Entitlements have no cash value.  Redemption of the Entitlement(s) are subject to availability, and Licensor reserves the right to reschedule each Entitlement, in its sole discretion, including for circumstances beyond Licensor’s control. 

Procedure: Owner may claim the Entitlement(s) by following the procedures detailed on the Site, or as otherwise communicated to Owner by Licensor.

 Warranty; Disclaimers and Assumption of Risk.

Owner Warranty.  Owner represents and warrants that Owner: (a) is at least the age of majority in Owner’s state of residence (which is typically 18 in most U.S. states) and has the legal capacity to enter into the Agreement; (b) will use and interact with each NFT, including the Digital Art associated therewith, only for lawful purposes and in accordance with the Agreement and all applicable laws, rules and regulations; and (c) will not use the NFT, including

the Digital Art associated therewith, to violate any law, regulation or ordinance or any right of Licensor or any third party, including, without limitation, any right of privacy, publicity, copyright, trademark and/or patent. 

DISCLAIMER; ASSUMPTION OF RISK.  THE NFTS AND ASSOCIATED DIGITAL OBJECTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OR SUPPORT OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS RESPECTIVE OFFICERS, EMPLOYEES, MEMBERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (COLLECTIVELY, “COVERED PARTIES”) DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR MAKES NO WARRANTY THAT AN NFT OR THE ASSOCIATED DIGITAL OBJECT WILL MEET OWNER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. FURTHER, LICENSOR PROVIDES NO WARRANTY REGARDING, AND WILL HAVE NO RESPONSIBILITY FOR, ANY CLAIM ARISING OUT OF: (a) A MODIFICATION OF AN NFT OR ASSOCIATED DIGITAL ART MADE BY ANYONE OTHER THAN LICENSOR, UNLESS LICENSOR APPROVES SUCH MODIFICATION IN WRITING, IN ADVANCE; (b) OWNER’S MISUSE OF OR MISREPRESENTATION REGARDING AN NFT OR ASSOCIATED DIGITAL ART; (c) THE FLUCTUATION IN VALUE OF AN NFT; AND/OR (d) ANY TECHNOLOGY THAT FAILS TO PERFORM OR CEASES TO EXIST.

FURTHER, OWNER UNDERSTANDS AND AGREES THAT OWNERSHIP OF, AND TRANSACTIONS INVOLVING, AN NFT MAY REQUIRE OR RELY ON THIRD-PARTY TECHNOLOGY AND/OR PLATFORMS INCLUDING, WITHOUT LIMITATION, DIGITAL WALLETS, BLOCKCHAINS OR RELATED TECHNOLOGY, SMART CONTRACTS, INTERNET SERVICE PROVIDERS, MARKETPLACES, EQUIPMENT OR OTHER INFRASTRUCTURE (COLLECTIVELY, “THIRD PARTY TECHNOLOGY”). OWNER UNDERSTANDS AND AGREES THAT THE EXISTENCE AND PERFORMANCE OF THIRD PARTY TECHNOLOGY ARE OUTSIDE OF LICENSOR’S CONTROL.  TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, LICENSOR DISCLAIMS ALL LIABILITY FOR THE USE, UNAVAILABILITY, OR FAILURE OF ANY THIRD PARTY TECHNOLOGY.

THE NFTS ARE INTENDED AS COLLECTIBLE ITEMS FOR INDIVIDUAL ENJOYMENT ONLY. THEY ARE NOT MEANT AS INVESTMENT VEHICLES.  LICENSOR MAKES ABSOLUTELY NO PROMISE OR GUARANTEE THAT THE NFTS WILL INCREASE IN VALUE, OR MAINTAIN THE SAME VALUE AS THE AMOUNT OWNER PAID TO PURCHASE SAME.  OWNER UNDERSTANDS AND AGREES THAT THE NFTS HAVE NO INHERENT MONETARY VALUE, AND THEY SHOULD BE TREATED AS NOTHING MORE THAN COLLECTIBLES WITH POTENTIAL FUTURE VALUE OR LACK THEREOF.  PLEASE BE AWARE THAT THE PRICES OF NFTS ARE EXTREMELY VOLATILE, AND PRICE FLUCTUATIONS IN ETH COULD IMPACT THE PRICE OF NFTS BOTH POSITIVELY AND NEGATIVELY.  GIVEN THIS VOLATILITY, NFTS SHOULD NOT BE CONSIDERED INVESTMENTS.  OWNER ASSUMES ALL RISKS IN CONNECTION THEREWITH.  NO INFORMATION AND/OR CONTENT MADE AVAILABLE BY AND/OR THROUGH THE SITE OR OTHERWISE BY LICENSOR IS OR SHOULD BE CONSIDERED ADVICE OR AN INVITATION TO ENTER INTO AN AGREEMENT FOR ANY INVESTMENT PURPOSE.  FURTHER, NO ELEMENT OF THE NFTS QUALIFIES OR IS INTENDED TO BE AN OFFERING OF SECURITIES IN ANY JURISDICTION, NOR DOES IT CONSTITUTE AN OFFER OR AN INVITATION TO PURCHASE SHARES, SECURITIES OR OTHER FINANCIAL PRODUCTS.  OWNER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ASSURING THAT THE PURCHASE AND SALE OF NFTS, AND THE USE OF CRYPTOCURRENCIES, COMPLIES THE WITH LAWS AND REGULATIONS IN OWNER’S JURISDICTION.  OWNER ASSUMES ALL RISKS ASSOCIATED WITH USING AN INTERNET-BASED CRYPTOCURRENCY 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 OWNER’S WALLET.  NFTS, CRYPTOCURRENCIES AND BLOCKCHAIN TECHNOLOGY ARE RELATIVELY NEW AND THE REGULATORY LANDSCAPE IS UNSETTLED.  NEW REGULATIONS COULD NEGATIVELY IMPACT SUCH

TECHNOLOGIES WHICH MAY, IN TURN, IMPACT THE VALUE OF OWNER’S NFTS.  OWNER UNDERSTANDS AND ACCEPTS ALL RISK IN THAT REGARD.  WITHOUT LIMITING THE FOREGOING, OWNER ASSUMES ALL RESPONSIBILITY FOR ANY ADVERSE EFFECTS OF DISRUPTIONS OR OTHER ISSUES IMPACTING ETH OR THE ETHEREUM PLATFORM.

 Limitation of Liability; Indemnity.

Dollar Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COVERED PARTIES’ CUMULATIVE LIABILITY UNDER THE AGREEMENT, FOR ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE GREATER OF: (a) THE AMOUNT PAID TO LICENSOR FOR THE INITIAL SALE OF THE SUBJECT NFT(S); OR (b) ONE HUNDRED DOLLARS ($100). 

Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COVERED PARTIES  BE LIABLE UNDER ANY CLAIM ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER NONDIRECT DAMAGES OF ANY KIND OR FOR ANY SPECIAL, PUNITIVE OR SIMILAR DAMAGES OR EXPENSES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, LOST DATA, OR LOST SAVINGS), EVEN IF THE APPLICABLE COVERED PARTY(IES) WAS/WERE ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES.

Clarifications & Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITIES LIMITED BY THIS SECTION 4 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF THE APPLICABLE COVERED PARTY(IES) IS/ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF OWNER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COVERED PARTIES WILL NOT BE LIABLE TO OWNER FOR ANY USE OF AN NFT AND/OR ASSOCIATED DIGITAL OBJECT 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 AN NFT AND/OR ASSOCIATED DIGITAL OBJECT; (v) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES INCLUDING, WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST A BLOCKCHAIN NETWORK UNDERLYING AN NFT AND/OR ASSOCIATED DIGITAL OBJECT; (vi) OWNER’S FAILURE TO MAINTAIN THE SECURITY OF ITS WALLET’S PRIVATE KEY; (vii) ANY UNINTENDED TRANSFER OR LOSS OF AN NFT AND/OR ASSOCIATED DIGITAL OBJECT; (viii) THE FAILURE TO REALIZE ANY SPECIFIC INVESTMENT INCOME, REVENUE OR OTHER FINANCIAL OUTCOME; (ix) THE FAILURE TO OBTAIN ACCESS TO ANY ENTITLEMENT; AND/OR (x) OWNER’S INABILITY TO DEMONSTRATE OWNERSHIP AND/OR CONTROL OF AN NFT.  If applicable law limits the application of the provisions of this Section 4, Licensor’s liability will be limited to the maximum extent permissible.

Indemnity. Owner shall indemnify, defend and hold harmless the Covered Parties from and against any and all claims, demands, causes of action, liabilities, damages, penalties, losses, fines, costs and expenses (including reasonable attorneys’ fees,  legal costs and court costs, which shall be reimbursed as incurred) arising out of, related to, or in connection with, or alleging: (a) Owner’s breach of any provision contained in the Agreement, including, but not limited to, Owner’s failure to comply with the licensing conditions set forth in Section 1 hereof; (b) Owner’s use of an NFT in any way that violates any applicable laws, rules or regulations; (c) Owner’s unauthorized transfer, or purported transfer, of an NFT; or (d) Owner’s improper and/or unauthorized exercise of any license rights in and/or to an NFT.

 Term & Termination.

Term. This Owner Agreement shall begin on the Effective Date as defined herein above and shall continue until terminated pursuant to the terms of this Owner Agreement (the “Term”).

Termination for Transfer. The Owner License applies only to the extent that Owner continues to own the subject NFT.  If, at any time, the Owner sells, trades, donates, gives away, transfers, purports to transfer, or otherwise disposes of the subject NFT for any reason, this Owner Agreement, including, without limitation, the Owner License granted to Owner hereunder, will immediately terminate without the requirement of notice, and Owner will have no further rights in or to the subject NFT, Digital Art, or any Entitlement(s).

Termination for Transfer. Except for a Permitted Transfer effectuated in accordance with the terms of the Agreement, including, without limitation, Section 1.5 hereof, this Owner Agreement shall automatically terminate

upon any purported transfer by the Owner.  For clarity, any transfer of an NFT, other than a Permitted Transfer, terminates the Owner Agreement, including without limitation, the Owner License and Entitlement in its entirety.

Termination for Cause. Licensor may terminate this Owner Agreement for Owner’s material breach of any term of the Agreement by written notice specifying in detail the nature of the breach, effective in thirty (30) days unless the Owner first cures such breach, or effective immediately if the breach is not subject to cure.

Effects of Termination. Upon termination of this Owner Agreement, Owner shall cease all use of the Digital Art and delete, destroy, or return all copies of the Digital Art in its possession or control. Owner acknowledges that any use of the Digital Art upon termination of the Owner License shall be deemed an intellectual property infringement. Any provision of this Owner Agreement that must survive to fulfill its essential purpose will survive termination or expiration.