Last update: March 12, 2022

These Digital Collectible Terms (“Terms”) set forth the terms and conditions applicable to certain Digital Collectibles (as defined below) made available through the website (“Website”) operated by Mutariuum Universe Corp. (“Mutariuum Universe”). By acquiring any non-fungible blockchain-based digital token (“NFT”) associated with Mutariuum Universe-Owned Content (as defined below) through the Website or by subsequently acquiring any such NFT from any previous owner of the NFT, you agree to be bound by these Terms.

1. Each NFT made available by Mutariuum Universe through the Website is associated with certain digital works of authorship or other content, whether or not copyrighted or copyrightable, and regardless of the format in which any of the foregoing is made available (“Related Content”). Related Content is separate from the associated NFT, and is not sold or otherwise transferred to you but is instead licensed to you as set forth in these Terms. A “Digital Collectible” consists of the applicable NFT originally acquired through the Website and the license rights granted pursuant to these Terms for the Related Content.
   
   

2. These Terms apply only when all Related Content for a particular NFT is exclusively owned or controlled by Mutariuum Universe (“Mutariuum Universe-Owned Content”). The description on the Website of the applicable NFT or Digital Collectible will include information about whether the Related Content for that particular NFT or Digital Collectible is Mutariuum Universe-Owned Content. If any of the Related Content for that NFT or Digital Collectible is owned by a third party, different terms will apply.
   
   

3. Subject to your compliance with these Terms, for as long as you own the applicable NFT, Mutariuum Universe grants you a limited, personal, non-exclusive, non-sublicensable, worldwide license under any copyright owned by Mutariuum Universe in any Mutariuum Universe-Owned Content to: (a) copy and modify the Mutariuum Universe-Owned Content (as modified, “Modified Content”) for non-commercial, personal use; and (b) display and perform the Mutariuum Universe-Owned Content and Modified Content for non-commercial, personal use.
   
   

4. You are also eligible to obtain a license to use Mutariuum Universe-Owned Content for limited commercial use (the “Commercial Use License”). In order to obtain the Commercial Use License, you must create an account with Mutariuum Universe through the Website and agree to the relevant terms and conditions for the account and the Commercial Use License.
   
   

5. Section 3 sets forth all of your license rights hereunder with respect to any Mutariuum Universe-Owned Content. There are no other license rights, whether express or implied, with respect to any of the Mutariuum Universe-Owned Content, Modified Content, or any derivative works thereof, and no license rights are granted under any patent, trademark, trade secret or other intellectual property or proprietary right other than any copyright owned or controlled by Mutariuum Universe. This is true even if the exercise of any license rights granted herein would be prevented, frustrated, or impaired without such a license. Without limiting the foregoing, the licenses granted herein do not grant you the right to, and you will not, and you will not authorize, permit or assist any third party to:
           a. exercise any of the license rights granted herein in any way that results in direct or indirect, compensation, financial benefit, or commercial gain of any kind to you or any third party, whether currently realized or to be provided in the future and regardless of the nature thereof (whether monetary, conveyance of assets, in-kind products or services or other item or service of value);
           b. grant any sublicense of any license rights herein;
           c. delete, remove or obscure any trademark notice, copyright notice, or other intellectual property notice in any Mutariuum Universe-Owned Content;
           d. exercise any license rights herein to create, endorse, support, promote or condone any content, material, or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory, or otherwise objectionable or inappropriate as determined by Mutariuum Universe at its discretion;
           e. reverse engineer, decompile or attempt to discover the source code for any NFT or Mutariuum Universe-Owned Content except to the extent that applicable law permits you to do so notwithstanding this prohibition; or
           f. use any Mutariuum Universe-Owned Content in any manner not expressly authorized herein or exercise any license rights herein in any manner that violates applicable law.
   
   

6. Mutariuum Universe retains all rights, titles, and interest in the Mutariuum Universe-Owned Content and all copyright or other intellectual property rights in any Mutariuum Universe-Owned Content. Except for the license rights expressly granted in Section 3, above, you do not have and will not have any right, title, or interest in or to any Mutariuum Universe-Owned Content. Without limiting the foregoing, the Mutariuum Universe- Owned Content may include trade names, brands, logos, trademarks, names, likenesses, images, or other personal characteristics of persons or characters (“Embedded IP”). Your use of such Embedded IP is limited to use in connection with the exercise of your license rights under these Terms and subject to all limitations set forth herein and any other restrictions that Mutariuum Universe may inform you of in the future. You may not use any such Embedded IP in connection with any business, product, or service, or in any manner that may imply endorsement of any business, message, product, or service, or that is likely to cause confusion or dilute, blur or tarnish such Embedded IP. All use of such Embedded IP, including any goodwill generated by such use, will inure to the benefit of Mutariuum Universe and its Affiliates. An “Affiliate” of Mutariuum Universe is any entity that controls, is controlled by, or is under common control with Mutariuum Universe whether now or in the future, and where “control” means ownership of 50% or more of the shares or other ownership interest if an entity or the ability to direct the management or policies of an entity.
   
   
7. You will own the copyright in any newly created works of authorship created by you as part of any Modified Content, subject to Mutariuum Universe’s ownership of the underlying Mutariuum Universe-Owned Content and any copyright or other intellectual property right therein. To the extent that the Modified Content continues to incorporate or include any Mutariuum Universe-Owned Content or is otherwise a derivative work of any Mutariuum Universe-Owned Content, you will not use the Modified Content other than as expressly authorized in these Terms. Other than your copyright as described in the preceding sentence, you will not have, and you will not assert or seek to register or obtain, any trademark or other intellectual or proprietary right in any Mutariuum Universe-Owned Content or Modified Content.
   
   

8. You understand that Mutariuum Universe and its Affiliates will continue to further modify and develop on any Mutariuum Universe-Owned Content and may create works of authorship similar or identical to Modified Works created by you. On behalf of yourself and your heirs, successors and assigns, you irrevocably and perpetually covenant and agree not to file or assert before any court or other government tribunal or authority, any claim, counterclaim, demand, action, suit or other proceeding alleging or asserting direct or indirect infringement or misappropriation of any copyright or other intellectual property right that you may have in any Modified Work against (a) any of Mutariuum Universe, any Affiliate of Mutariuum Universe or any of their respective shareholders, directors, officers, employees, contractors, representatives, agents, licensees, distributors, resellers, or business partners, (b) any customers of any of the foregoing, or (c) any successor or assign of any of the foregoing.
   
   

9. You will not (a) create, sell or attempt to create or sell, fractionalized interests in the NFT or the Digital Collectible, (b) separate, unlink or decouple the Mutariuum Universe-Owned Content from the NFT with which it is associated to form the Digital Collectible, or (c) use any Mutariuum Universe-Owned Content or Modified Content to create, sell or attempt to create or sell any new cryptographic token.
   
   

10. To the extent that you are not prohibited from doing so by any other terms or conditions applicable to a particular NFT or Digital Collectible, you may transfer the NFT to a third party, provided that the following conditions are met:
            a. such transfer is conducted through a marketplace or other platform that cryptographically verifies that you are the actual owner of the applicable NFT;
            b. such transfer must comply with (i) any applicable terms of the marketplace or other platform on which such sale or other transfer takes place and (ii) any applicable laws, regulations, regulatory guidance, and rules;
            c. prior to such sale or other transfer, you must (i) provide written notice to the would-be transferee that such transferee’s exercise of the license rights included as part of the Digital Collectible will be conditional upon such transferee agreeing to be bound by these Terms, and (ii) ensure that such transferee is provided with an opportunity to review these Terms; and
            d. after such transfer, your right to display and perform the Mutariuum Universe-Owned Content and all other license rights under these Terms will immediately terminate (without the requirement of notice).
    
    

11. Upon transfer of any NFT, in consideration of the transfer of the license rights set forth in these Terms, the ongoing hosting of any Mutariuum Universe-Owned Content and any other associated services, you will pay (or cause to be paid) to Mutariuum Universe a fee in an amount calculated by multiplying the total amount paid by the acquirer for the NFT (without any deductions of any kind) by the percentage applicable to the NFT specified at Transfer Fees (the “Transfer Fee”). If the platform or service used to facilitate the transfer captures and pays the full amount of the Transfer Fee directly to Mutariuum Universe then you will have no obligation to pay any additional amounts. You will pay any and all transaction fees, payment transfer fees, and taxes (other than taxes on Mutariuum Universe’s net income) associated with the transfer and will not deduct any such amounts from the amount paid to Mutariuum Universe as the Transfer Fee. All amounts owed hereunder will be paid in US Dollars or in a cryptocurrency acceptable to Mutariuum Universe and will be paid to the account or digital wallet designated by Mutariuum Universe.
    
    

12. THE DIGITAL COLLECTIBLE IS INTENDED FOR CONSUMER ENJOYMENT, USE, AND CONSUMPTION ONLY. IT IS NOT A “SECURITY,” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.
    
    

13. You will comply with any NFT issuance or marketing policy that Mutariuum Universe may provide to you or post at NFT Issuance and Marketing Policy, as updated from time to time.
    
    

14. From time to time at their discretion, Mutariuum Universe or third parties may make additional content, physical items, or other benefits available to the holder of the applicable NFT (any of the foregoing, an “Additional Benefit”). None of Mutariuum Universe or any third party has any obligation to inform you of, or to provide you with, any Additional Benefit, and you should therefore not expect any Additional Benefit when acquiring an NFT. It will be your responsibility to keep yourself apprised of the availability of any Additional Benefit and to take the necessary steps to apply for or collect any Additional Benefit. The terms and conditions applicable to any Additional Benefit will be set forth in the information or materials provided with the Additional Benefit. Except to the extent set forth in such information or materials which shall supersede and govern over any conflicting or inconsistent provisions in these Terms, any digital works of authorship made available by Mutariuum Universe as an Additional Benefit will be licensed on the same terms set forth herein for, and will otherwise be treated as Mutariuum Universe-Owned Content. Any physical item provided as an Additional Benefit is not part of the Mutariuum Universe-Owned Content and, except as otherwise provided in any separate terms and conditions applicable to the Additional Benefit, you will not have any license rights under any intellectual property rights in or to any such physical item.
    
    

15. Mutariuum Universe will have no responsibility or liability, and you hereby waive and release any and all claims, arising out of or in connection with (a) any blockchain or related technology, (b) any digital wallet, digital wallet technology, similar technology or related service, (c) the transfer or loss of any NFT or the inability to demonstrate ownership or control of any NFT, (d) any marketplace or other platform for buying, selling or transferring any NFT other than the Website, (e) any platform or service provided by any third party or any technology-related thereto, (f) any Modified Content or Additional Benefit provided by any third party, or any terms or conditions applicable to any such Modified Content or Additional Benefit, (g) any computer, server, network device or other hardware or any Internet service provider or other telecommunications service or hardware, or (h) any other service, equipment, technology or network or data transfer infrastructure not owned and controlled by Mutariuum Universe.
    
    

16. You will indemnify and hold harmless, and at Mutariuum Universe’s request defend, Mutariuum Universe and its Affiliates from and against any and all claims, demands, liabilities, damages, penalties, fines, taxes, costs, and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with (a) any breach of these Terms or unauthorized use of any Mutariuum Universe-Owned Content, (b) your ownership or transfer of any NFT, or (c) exercise of any license rights hereunder by you.
    
    

17. MUTARIUUM UNIVERSE AND ITS AFFILIATES MAKE DIGITAL COLLECTIBLES, NFTS, AND MUTARIUUM UNIVERSE-OWNED CONTENT, AS WELL AS ANY ADDITIONAL BENEFIT THAT ANY OF THEM OR ANY THIRD PARTY MAY PROVIDE, AVAILABLE “AS IS”, “WHERE-IS” AND EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.
    
    

18. IN NO EVENT WILL MUTARIUUM UNIVERSE OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KIND OR FOR ANY SPECIAL, PUNITIVE OR SIMILAR DAMAGES.
    
    
19. In addition to any other rights and remedies to which Mutariuum Universe may be entitled under contract, at law, or in equity, if you breach any of your obligations under these Terms, your right to display and perform the Mutariuum Universe-Owned Content and any and all other license rights that you may have under these Terms will immediately terminate without any requirement of notice. Upon termination of your license rights, you will immediately cease all use of any Mutariuum Universe- Owned Content. Mutariuum Universe may disable digital wallet or similar functionality for the affected Mutariuum Universe-Owned Content, prohibit any platform or service from retrieving or rendering any such Mutariuum Universe-Owned Content in connection with the services they provide, and take other steps to prevent unauthorized use of any Mutariuum Universe-Owned Content. Mutariuum Universe will have no obligation or liability to you for any such actions and you will not interfere with, or seek to prevent, any such actions.
    
    
20. These Terms supplement any additional terms and conditions in any information or materials provided with any Mutariuum Universe-Owned Content or Additional Benefit (“Additional Terms”). In the event of any conflict or inconsistency between these Terms and any Additional Terms, the Additional Terms will supersede and govern. These Terms and any Additional Terms constitute the entire agreement between you and Mutariuum Universe with respect to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Mutariuum Universe relating to the NFT, Mutariuum Universe-Owned Content, or Digital Collectible.
    
    
21. These Terms will be construed in accordance with the laws of the state of Delaware as applied to contracts made and performed entirely therein, and without regard to conflicts of laws principles to the contrary. All disputes relating to these Terms will be brought solely in the state or federal courts located in the boroughs of Claymont (New Castle County) in the state of Delaware and you hereby consent to the exclusive jurisdiction of such state and federal courts and waive any defense of forum non-conveniens. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THESE TERMS.
    
    
22. These Terms do not, and may not be construed to, create any partnership, joint venture, or agency between you and Mutariuum Universe. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, that provision will be enforced to the maximum extent permitted by law and otherwise deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The failure of Mutariuum Universe to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of Mutariuum Universe’s right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather, the same will be and remain in full force and effect. You may not assign, transfer or otherwise dispose of these Terms (including any rights or obligations hereunder), and any purported assignment, transfer, or other disposition will be null and void.