NFT COLLECTOR LICENSE

This “Collector License” is by and between The Ratio Space Inc. (“Licensor”) and the individual or entity that owns the NFT (as defined below) (the “Collector”), and is effective as of the date ownership of the NFT is transferred to the Collector (the “Effective Date”).

COLLECTOR ACKNOWLEDGES RECEIPT AND UNDERSTANDING OF THIS COLLECTOR LICENSE, AND AGREES TO BE BOUND BY ITS TERMS. COLLECTOR’S ACCEPTANCE OF THE NFT SHALL BE DEEMED ACCEPTANCE OF AND CONSENT TO BE GOVERNED BY THESE TERMS. IF COLLECTOR DOES NOT AGREE TO BE BOUND BY THESE TERMS, THIS LICENSE AUTOMATICALLY TERMINATES.

In consideration of the premises and the mutual covenants set forth below and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and intending to be bound, the parties agree as follows:

1. Licenses & Restrictions.

• 1.1. NFT. The “NFT” sold or otherwise transferred to Collector pursuant to this Collector License is a non-fungible token, ownership of which is registered on a blockchain. The NFT is associated with a single instance of a digital art file (“Digital Object”). As detailed below, Collector may own a token, but shall have only a limited license to the Digital Object, subject to the terms and conditions of this Collector License.
• 1.2. Digital Object. The Digital Object is subject to copyright and other intellectual property protections, which rights are and shall remain owned by Licensor or third parties.
• 1.3. License. Upon a valid transfer of the NFT to Collector, Licensor grants Collector a limited, non-sublicensable, license to use, publish, and display the Digital Object during the Term, subject to Collector’s compliance with the terms and conditions of this Collector License, including without limitation, the restrictions in Section 1.4 below, as follows
  • (a) Personal Use. Subject to your continued compliance with these Terms, The Ratio grants you a worldwide, royalty-free, non-exclusive license to use, copy, and display the digital art represented by your Ratio NFT (“Art”), along with any extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) on the Magic Eden platform; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your Ratio NFT, provided that the website/application cryptographically verifies each Ratio NFT Collector’s rights to display the Art for their Ratio NFT to ensure that only the actual Collector can display the Art, and provided that the Art is no longer visible once the Collector of the Ratio NFT leaves the website/application.
  • (b) Commercial Use. Subject to your continued compliance with these Terms, The Ratio grants you a worldwide, royalty-free, non-exclusive license to use, copy, and display the Art represented by your Ratio NFT for the purpose of creating non-derivative works based upon the Art but not including creating NFTs or licensing to museums or similar institutions or for archival purposes (“Commercial Use”). Examples of such Commercial Use would be the use of the Art to produce and sell physical, merchandise products (e.g., T-Shirts, Postcards, etc.) displaying copies of the Art.
  • (c) Nothing in this Section will be deemed to restrict you from (i) owning or operating a third party website or application that permits the inclusion, involvement, or participation of Ratio NFT generally, provided that the third-party website or application cryptographically verifies each Ratio NFT Collector’s rights to display the Art for their Ratio NFT to ensure that only the actual Collector can display the Art, and provided that the Art is no longer visible once the Collector of the Ratio NFT leaves the website/application; or (ii) earning revenue from any of the foregoing.
  • (d) Examples of prohibited commercial use of the NFT include derivative works which feature only The Ratio’s logo, or only the name and image of the AstroTwin. In other words, the art must be represented as exactly as itself as set forth in the Creative Commons No Derivatives license.
  • (e) Resale. Collector has permission to list the Digital Object for resale or trade only on such third party sites as The Ratio may designate from time to time as set forth on its website.
  • (f) The Collector license is non-transferable, except that it will automatically transfer in connection with a Permitted Transfer (defined below) of the NFT. Upon expiration of the Term or breach of any condition of this Collector License by Collector, all license rights shall immediately terminate.
• 1.4. License Restrictions. The Digital Object provided pursuant to this Collector License are licensed, not sold, and Collector receives no title to or ownership of the Digital Object or any associated intellectual property rights. Except for the express license granted by the Collector License, no other rights (express or implied) to the Digital Object is granted. Licensor reserves all rights not expressly granted. Without limiting the generality of the foregoing, Collector shall not, nor authorize, permit, or assist any third party to, do or attempt to do any of the following: (a) use the NFT or Digital Object or any remix or derivative work of such art to advertise, market, or sell a product and/or service; (b) attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Object; (c) use the Digital Object to create, sell or attempt to create or sell any new cryptographic token; (d) fractionalize, pool, rent or stake the NFT or Digital Object, unless done so in compliance with all applicable laws, rules or regulations. Moreover, Collector agrees not to: (e) remove any copyright or other legal notices associated with the NFT or Digital Object; or (f) remove or alter any metadata of the NFT, including without limitation, any link or other reference to this Collector License. Failure to comply with the conditions set forth in Sections 1.3 and 1.4 constitutes a material breach.
• 1.5. Transfers. Subject to the transfer restrictions set forth herein, and payment to Licensor of the Resale Royalty (defined below), Collector may transfer ownership of the NFT, including without limitation, the Collector License and Entitlements (if any), to a third-party (a “Secondary Acquirer”), provided that: (i) Collector has not breached this Collector License prior to the transfer; (ii) the Collector License is not otherwise expired or terminated for any reason; (iii) Collector notifies the Secondary Acquirer that any sale of the NFT by the Secondary Acquirer shall be subject to the Resale Royalty; (iv) such transfer is conducted through such marketplace or other platform as The Ratio may designate from time to time as set forth on its website that cryptographically verifies that the Collector is the actual, current Collector of the NFT; (v) 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; and (vi) Collector ensures that the Secondary Acquirer is made aware of this Collector License and agrees to be bound by its obligations and restrictions (a “Permitted Transfer”). Upon conclusion of a Permitted Transfer, including acceptance of this Collector License, Secondary Acquirer shall be deemed the Collector for purpose of this Collector License. In no case shall the Collector License be transferrable apart from ownership of the NFT. For clarity, only a single individual/entity may own the NFT at any time, and only that individual/entity has the Collector License. As used herein, the term “Resale Royalty” means the royalty amount Licensor shall receive for any sale of the NFT by the Collector, equal to 7.27% of the purchase price, taken from the Collector’s or any Secondary Acquirer’s (who becomes an Collector) sale proceeds. Collector 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.

2. Intellectual Property Rights in the NFT.

Except as expressly set forth herein, Licensor retains all right, title, and interest in and to any intellectual property rights in the NFT.

3. Warranty; Disclaimers and Assumption of Risk.

• 3.1. Collector Warranty. Collector represents and warrants that Collector: (a) is at least the age of majority in Collector’s state of residence (which is typically 18 in most U.S. states) and has the legal capacity to enter into this Collector License; (b) will use and interact with the NFT, including the Digital Object, only for lawful purposes and in accordance with this Collector License and all applicable laws; and (c) will not use the NFT, including the Digital Object, 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, or patent.
• 3.2. DISCLAIMER; ASSUMPTION OF RISK. THE NFT AND DIGITAL OBJECT 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 OFFICERS, EMPLOYEES, MEMBERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“AFFILIATES”) DISCLAIM 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 THE NFT OR THE DIGITAL OBJECT WILL MEET COLLECTOR’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: (i) A MODIFICATION OF THE NFT OR DIGITAL OBJECT MADE BY ANYONE OTHER THAN LICENSOR, UNLESS LICENSOR APPROVES SUCH MODIFICATION IN WRITING; (ii) COLLECTOR’S MISUSE OF OR MISREPRESENTATION REGARDING THE NFT OR DIGITAL OBJECT; (iii) THE FLUCTUATION IN VALUE OF THE NFT; OR (iv) ANY TECHNOLOGY THAT FAILS TO PERFORM OR CEASES TO EXIST.
  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR WILL NOT BE LIABLE TO COLLECTOR FOR, ANY USE OF THE NFT, 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 THE NFT; (v) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE NFT; (vi) COLLECTOR’S FAILURE TO MAINTAIN THE SECURITY OF ITS WALLET’S PRIVATE KEY; (vii) ANY UNINTENDED TRANSFER OR LOSS OF THE NFT; AND (viii) COLLECTOR’S INABILITY TO DEMONSTRATE OWNERSHIP OR CONTROL OF THE NFT.
  FURTHER, COLLECTOR UNDERSTANDS AND AGREES THAT OWNERSHIP OF, AND TRANSACTIONS INVOLVING, THE NFT MAY REQUIRE OR RELY ON THIRD-PARTY TECHNOLOGY AND/OR PLATFORMS, INCLUDING WITHOUT LIMITATION A DIGITAL WALLET, A BLOCKCHAIN OR RELATED TECHNOLOGY, SMART CONTRACTS, INTERNET SERVICE PROVIDERS, MARKETPLACES, EQUIPMENT OR OTHER INFRASTRUCTURE (COLLECTIVELY, “THIRD PARTY TECHNOLOGY”). COLLECTOR 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.

4.Limitation of Liability; Indemnity.

• 4.1. Dollar Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR’S CUMULATIVE LIABILITY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE GREATER OF: (i) THE AMOUNT PAID TO LICENSOR FOR THE INITIAL SALE OF THE NFT; OR (ii) ONE HUNDRED DOLLARS ($100).
• 4.2. Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS AFFILIATES BE LIABLE UNDER ANY CLAIM ARISING OUT OF OR RELATED TO THIS COLLECTOR LICENSE 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 LICENSOR WAS ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES.
• 4.3. 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 LICENSOR OR ITS AFFILIATES ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF COLLECTOR’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 4, Licensor’s liability will be limited to the maximum extent permissible.
• 4.4. Indemnity. Collector shall indemnify, defend and hold harmless Licensors and its Affiliates 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: (i) Collector’s breach of any provision in this Collector License, including but not limited to Collector’s failure to comply with the licensing conditions set forth in Section 1: (ii) use of the NFT in any way that violates any applicable laws or regulations; (iii) unauthorized transfer or purported transfer of the NFT; or (iv) exercise of any license rights hereunder by Collector.

5. Term & Termination.

• 5.1. Term. This Collector License shall continue until terminated pursuant to the terms of this Collector License, including Subsections 5.2, 5.4 or 5.4 below (the “Term”).
• 5.2. Termination for Transfer. The Collector License applies only to the extent that Collector continues to own the applicable NFT. If at any time the Collector sells, trades, donates, gives away, transfers, purports to transfer, or otherwise disposes of the NFT for any reason, this Collector License, including without limitation the Collector License granted to Collector will immediately terminate without the requirement of notice, and Collector will have no further rights in or to the NFT or Digital Object.
• 5.3. Termination for Transfer. Except for a Permitted Transfer effectuated in accordance with the terms of this Collector License, including without limitation, Section 1.5, this Collector License shall automatically terminate upon any purported transfer by the Collector. For clarity, any transfer of the NFT, other than a Permitted Transfer, terminates the Collector License, including without limitation, the Collector License in its entirety.
• 5.4. Termination for Cause. Licensor may terminate this Collector License for Collector’s material breach by written notice specifying in detail the nature of the breach, effective in thirty (30) days unless the Collector first cures such breach, or effective immediately if the breach is not subject to cure.
• 5.5. Effects of Termination. Upon termination of this Collector License, Collector shall cease all use of the Digital Object and delete, destroy, or return all copies of the Digital Object in its possession or control. Collector acknowledges that any use of the Digital Object upon termination of the Collector License shall be deemed an intellectual property infringement. Any provision of this Collector License that must survive to fulfill its essential purpose will survive termination or expiration.

6. Miscellaneous.

• 6.1. Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
• 6.2. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Collector License to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.
• 6.3. Assignment & Successors. This Collector License is not assignable or transferable by Collector, except pursuant to a Permitted Transfer of ownership of the NFT to a Secondary Acquirer, in which case the terms and conditions hereof will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns. Any purported assignment or transfer by Collector in violation of this Section 6.3 is void.
• 6.4. Severability. To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of this Collector License invalid or otherwise unenforceable in any respect. If any provision of this Collector License is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Collector License will continue in full force and effect.
• 6.5. No Waiver. Neither party will be deemed to have waived any of its rights under this Collector License by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Collector License will constitute a waiver of any other breach of this Collector License.
• 6.6. Choice of Law & Jurisdiction: This Collector License is governed by New York law and both parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and waive any right to challenge personal jurisdiction or venue.
• 6.7. Entire Agreement. This Collector License sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
• 6.8. Amendment. This Collector License may not be amended in any way except through a written agreement by authorized representatives of the Licensor and the current Collector of the NFT.