DEFINITIONS  As used herein and throughout this Agreement:
 (1) “Agreement” means the entire content of this document. (2) “Mental Labyrinth: Motion Scapes” collection shall mean and refer to Licensor’s creation of unique digital collectibles, also known as NFTs, that is managed entirely by the Polygon MATIC network and the respective smart contract on that network. (3) “NFT” shall mean any blockchain-tracked, non-fungible token, also referred to as a ‘token.’
 (4) “Smart Contract” shall mean lines of code or a transaction protocol which is intended to automatically execute, control or document basic relevant events and actions according to the terms of an agreement. The code and the agreements contained therein exist across a distributed, decentralized blockchain network. (5) “Permissible Work” shall mean the visual, audible, literary, dramatic, artistic, and subject-matter works and content tied to the Mental Labyrinth: Motion Scapes (MLMS) NFT Collection.


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LICENSE
  (1) Ownership Rights. Licensor represents to be the sole author and creator of the Permissible Work and that the Permissible Work is an original work. Licensor agrees to have the sole and exclusive right to enter into this Agreement and the full warrant and authority to grant the rights granted hereby. (2) Non-Exclusive. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Permissible Work. Licensor shall have the right to assign and/or license its rights and obligations under this Agreement and all its right, title and interest in the Permissible Work without the consent of Licensee. (3) Scope. Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive license to use the Permissible Work in the course of personal non-commercial use and purposes. The license covers the non-exclusive right, to transfer ownership of Permissible Work through NFT trades, and displaying for personal use in accordance with the terms of this Agreement.
 (4) Assignment. This Agreement (including, without limitation, the license granted hereunder) is personal to Licensee and shall not be assigned or transferred by Licensee, except to a new purchaser of all or substantially all of the Permissible Work licensed to the Licensee. Any other attempt on the part of Licensee to assign, sub-license, or transfer Licensee’s rights under this Agreement, except as provided herein, shall be invalid and void.
 (5) Accordance. Licensee desires to obtain, and Licensor has agreed to transfer to and authorize the use of the Permissible Work by Licensee in accordance with the terms and conditions of this Agreement. Licensee’s purchase and use of the Permissible Work, in whole or in part, indicates their assent to the terms and conditions of this Agreement; and acknowledgement to have read and be legally bound by the terms of this Agreement.


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TRANSFERS  To the extent that you are not prohibited from doing so by any other terms or conditions applicable to a particular NFT/digital collectable within the collection, you may transfer the NFT to a third party, provided that the following conditions are met: (1) such transfer is conducted through a marketplace or other platform that cryptographically verifies that you are the actual owner of the applicable NFT; (2) such transfer must comply with any applicable terms of the marketplace or other platform on which such sale or other transfer takes place and any applicable laws, regulations, regulatory guidance, and rules; (3) and prior to such sale or other transfer, you must provide written notice to the would-be transferee that such transferee’s exercise of the license rights included as part of the NFT will be conditional upon such transferee agreeing to be bound by these Terms, and ensure that such transferee is provided with an opportunity to review these Terms. (4) After such transfer, your right to display and perform the Permissible Work and all other license rights under these Terms (including for avoidance of doubt, if applicable, any Commercial Use License) will immediately terminate (without the requirement of notice).

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PROHIBITED USES  
Licensee agrees not to use the Permissible Work to commit any criminal offense, nor to distribute any malicious, harmful, offensive or obscene material. You shall indemnify, defend (at Licensor’s request) and hold harmless Licensor, its affiliates and its respective employees, and contractors, from and against any and all claims, losses, liabilities, damages, expenses and costs (including reasonable attorneys’ fees) arising from your breach or alleged breach of this section. Licensee agrees not to burn (purposefully take a token out of circulation, often by sending it to a cryptocurrency wallet to which no one has access) the Permissible Work without explicit written consent from the Licensor.

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LICENSOR’S INTELLECTUAL PROPERTY  
In the event that Licensor creates trademark, service mark or trade dress rights in connection with the Permissible Work, Licensor shall have an exclusive and irrevocable right in such trademark, service mark, or trade dress. The Licensee hereby assigns and transfers to Licensor all trademark, service mark and trade dress rights created by any uses of the Permissible Work. Licensee agrees not to attempt to obtain rights or assert rights in the Permissible Works’ trademark, service mark and trade dress or challenge Licensor’s rights or assist others to obtain rights or challenge Licensor’s rights in the Permissible Works.

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SUCCESSORS
  The rights and obligations under this Assignment will inure to the benefit and be binding upon any of Licensee’s successors and assignees, as well as Licensor’s.

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NO CONFLICT 
Licensor warrants and represents that Licensor is not a party to, or will not be a party to, any assignment, agreement or other contract in conflict with this Assignment.

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ENTIRE AGREEMENT
 The contents of this document constitute the entire agreement between Licensor and Licensee and supersedes any prior or contemporaneous understandings, whether written or oral.

 

HEADINGS Headings to this Assignment are for convenience only and shall not be construed to limit or otherwise affect the terms of this Assignment.

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INDEMNIFICATION
  Licensee shall fully indemnify, defend, and hold harmless Licensor from and against any and all claims, losses, damages, expenses, and liability, including without limitation, suits arising from offering, promoting, advertising, sale, or use by Licensee, or any of its authorized sub-licenses, of the Permissible Work, whether or not such use conforms to standards set by Licensor, provided that such claim, loss, damage, expense, or liability does not arise from the negligence of Licensor.

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RESOLVING DISPUTES
 (1) If there is a disagreement between the Licensor and the Licensee on the interpretation of this agreement or any aspect of the performance by either party of its obligations under this agreement, representatives of the parties will, within 10 days of receipt of a written request from either party to the other, meet in good faith and try to resolve the disagreement without recourse to legal proceedings. (2) If resolution does not occur within 7 days after meeting, the parties may jointly appoint a mediator or independent expert to do so. (3) Nothing in this clause restricts either party’s freedom to seek urgent relief to preserve a legal right or remedy, or to protect proprietary or trade secret right.

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JURISDICTION & GOVERNING LAW  
This Agreement shall be governed in all respects by the laws of the United States of America and the laws of the state of California. Licensor and Licensee consent to jurisdiction under the state and federal courts within the state of California.

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