NFT Rights License Agreement

NFT RIGHTS LICENSE AGREEMENT

This NFT Rights License Agreement ("Agreement") is made and entered into as of Effective Date: by and between Licensor: (Licensor) and Licensee: (Licensee). Licensor and Licensee are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Licensor is the registered or recognized owner of certain non-fungible token(s) ("NFTs") recorded on the blockchain identified as , including the NFT identified by smart contract address and token identifier(s) and known as (the "Licensed NFT(s)").

WHEREAS, Licensor has the authority to grant certain rights in and to the intellectual property and related rights associated with the Licensed NFT(s); and Licensee desires to obtain and Licensor desires to grant a license to use such rights on the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. GRANT OF LICENSE

1.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Non-Exclusive Exclusive license to use, reproduce, publicly display, and distribute the visual artwork and associated metadata of the Licensed NFT(s) for the Permitted Uses described below, in the Territory and Term specified herein. This license does not transfer ownership of the underlying NFT token or Licensor's ownership of the underlying intellectual property except as expressly set forth in this Agreement.

1.2 Permitted Uses. Licensee is authorized to: display the Licensed NFT(s); reproduce still images or thumbnails for promotion; create derivative works; use the Licensed NFT(s) to facilitate resale listings; engage in commercial exploitation. Use beyond these Permitted Uses requires the prior written consent of Licensor.

2. CONSIDERATION

2.1 Payment. As full consideration for the rights granted herein, Licensee shall pay to Licensor the following: a royalty equal to % of gross proceeds from Licensee's commercial exploitation of the Licensed NFT(s), payable .

2.2 Payment Mechanics. Payments shall be made in lawful currency or other mutually agreed token and shall be accompanied by a statement identifying the transactions giving rise to the payment. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3. TERM; TERMINATION

3.1 Term. The license granted under this Agreement commences on the Effective Date and shall continue for a period of years unless earlier terminated in accordance with this Agreement. Alternatively, select Perpetual:

3.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches a provision and fails to cure within days after receipt of written notice specifying the breach.

3.3 Effect of Termination. Upon termination, Licensee shall cease any non-permitted use of the Licensed NFT(s) and, where reasonably practicable, remove or disable further distribution of infringing materials. Termination shall not relieve Licensee of its obligation to pay amounts accrued prior to termination or to comply with post-termination obligations set forth herein.

4. OWNERSHIP; RESERVATION OF RIGHTS

4.1 Ownership. Licensor retains all right, title and interest in and to the Licensed NFT(s), the underlying token(s), the original artwork, and all associated intellectual property rights except for the express license granted to Licensee in this Agreement. License of the NFT token on a blockchain does not constitute transfer of copyright unless expressly stated in writing.

4.2 Reservation. All rights not expressly granted herein are reserved by Licensor. Licensee acknowledges that Licensor may license the same or similar rights to other parties unless an exclusive license was selected and properly recorded in the smart contract metadata if so elected by Licensor.

5. RESTRICTIONS

5.1 Prohibited Uses. Licensee shall not: (a) represent or imply any ownership of the underlying copyright except as granted; (b) incorporate the Licensed NFT(s) in any pornography, illegal activity, hate speech, or materially defamatory content; (c) remove or alter trademark, creator attribution or blockchain provenance without Licensor's written consent.

6. REPRESENTATIONS AND WARRANTIES

6.1 Licensor Representations. Licensor represents and warrants that (a) it has full authority to grant the license granted herein; (b) to Licensor's knowledge, the Licensed NFT(s) do not infringe any third party intellectual property rights; and (c) there are no outstanding encumbrances that would impair Licensor's ability to grant the rights conveyed by this Agreement.

6.2 Licensee Representations. Licensee represents and warrants that it will comply with the terms of this Agreement and that its exploitation of the Licensed NFT(s) will not violate applicable law.

7. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any third-party claim, loss, liability, damage or expense (including reasonable attorneys' fees) arising out of or resulting from (a) a breach of the Indemnifying Party's representations, warranties or obligations under this Agreement; or (b) the Indemnifying Party's gross negligence or willful misconduct.

8. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, punitive or exemplary damages, and each Party's aggregate liability in connection with this Agreement shall not exceed the total fees actually paid by Licensee to Licensor under this Agreement during the twelve (12) months preceding the claim.

9. CONFIDENTIALITY

Each Party agrees to hold in confidence and not disclose any non-public information marked or reasonably understood to be confidential disclosed by the other Party in connection with this Agreement, except as required by law or to enforce rights under this Agreement.

10. NOTICES

Notices shall be in writing and delivered by email with confirmation, registered mail, or courier to the contact information provided above and shall be effective upon receipt.

11. ASSIGNMENT

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Licensor may assign this Agreement in connection with a merger, sale of substantially all assets or change of control. Any purported assignment in violation of this Section shall be null and void.

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Except as necessary to seek injunctive relief, the Parties agree to resolve disputes through final and binding arbitration administered in accordance with rules chosen by the Parties.

13. ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

14. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that, to the extent possible, implements the Parties' original intent.

15. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Waiver of any breach shall not constitute waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be deemed an original, and execution may occur by electronic signature or transmitted facsimile copy.

16. MISCELLANEOUS PROVISIONS

16.1 Registration and On-Chain Records. The Parties acknowledge that the blockchain is an immutable public record; Licensor may, at Licensor's election, record or reference the existence of this Agreement or its terms in on-chain metadata. Recording such metadata shall not modify the terms of this Agreement except by express written amendment signed by both Parties.

16.2 Publicity. Neither Party shall use the other Party's name, trademarks, or logos for advertising or publicity without the prior written consent of the other Party, except that Licensor may identify Licensee as a licensee in a list of licensees.

ADDITIONAL DATA

Individual Corporation LLC Other:

Individual Corporation LLC Other:

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