ELITIUM

ELITIUM NFT LICENSE

This ELITIUM NFT License (the “License”) shall form an integral part of the Terms of Use and the Privacy Policy of ELITIUM and shall include all defined terms contained therein. If any defined term in this License conflicts with or supplements a definition provided for in the Terms of Use or Privacy Policy, the definition of the term contained in this License shall apply for the purposes of this License. In addition to the terms contained in the Terms of Use, this License shall apply to all NFT Purchases.

Please read this License very carefully. This License is between the Creator and the Collector for any NFT Purchase.

1. DEFINITIONS

“Art” means any art, design, and drawings that may be associated with an NFT that you Own.

“Creator” refers to

1. any user or artist who has been whitelisted to tokenize NFTs on the ELITIUM Platform;

2. any user or artist who holds all ownership interest in the NFT and all copyrights over an NFT, including the record of creation of the NFT; or,

3. any user who holds the license to resell any NFT in their possession in accordance with the terms of said license

with whom you are entering into an NFT Purchase agreement.

“Extensions” means third party designs that: (i) are intended for use as extensions or overlays to the Art, (ii) do not modify the underlying Art, and (iii) can be removed at any time without affecting the underlying Art.

“Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from Creator, where proof of such purchase is recorded on the relevant blockchain.

“Purchased NFT” means an NFT that you Own.

“Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.

2. OWNERSHIP

You acknowledge and agree that Creator (or, as applicable, its licensors) owns all legal right, title and interest in and to the Art, and all intellectual property rights therein. The rights that you have in and to the Art are limited to those described in this License. Creator reserves all rights in and to the Art not expressly granted to you in this License.

3. LICENSE

3.1 General Use

Subject to your continued compliance with the terms of this License, Creator grants you a worldwide, exclusive, transferable license to the Collector to use and display the Art and/or its associated NFT, along with any Extensions that you choose to create or use, solely for the following purposes:

1. for your own personal, non-commercial use;

2. as part of a marketplace, including the ELITIUM Marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or

3. as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application.

4. RESTRICTIONS

4.1 Restrictions on Purchased NFTs

You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without Creator’s express prior written consent in each case:

1. modify the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes (your use of Extensions will not constitute a prohibited modification hereunder);

2. use the Art for your Purchased NFTs to advertise, market, or sell any third party product or service;

3. use the Art for your Purchased NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;

4. use the Art for your Purchased NFTs in movies, videos, or any other forms of media, unless it is solely for your own personal, non-commercial use;

5. sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased NFTs;

6. attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs; or,

7. otherwise utilize the Art for your Purchased NFTs for your or any third party’s commercial benefit.

4.2 Restrictions on Purchased NFTs containing Third Party IP

To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: (i) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (ii) that, depending on the nature of the license granted from the owner of the Third Party IP, Creator may need to pass through additional restrictions on your ability to use the Art; and (iii) to the extent that Creator informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this license.

4.3 Survival

The restrictions in Section 4 will survive the expiration or termination of this License.

5. TERMS OF LICENSE

The license granted in Section 3 above applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 3 will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs.