PUNIKS NFT LICENSE AGREEMENT

PUNIKS NFT Art License. For as long as you lawfully own your PUNIKS NFT, and subject to your compliance with the terms of this License, we hereby grant you the following rights:

1. a non-exclusive, worldwide, royalty-free, license to use, reproduce, display, modify, and create derivative works of the PUNIKS NFT Art for your PUNIKS NFT for personal, non-commercial use (such as to display in your wallet, as a profile picture, to create a pixel-art version for use in a third party platform);

a non-exclusive, worldwide, royalty-free, sub-licensable (but only to service providers assisting you with a Commercial Use) license to use, copy, reproduce and display the PUNIKS NFT Art for your PUNIKS NFT for any Commercial Use. The license in this sub-section (2) does not include a right to create derivative works of the PUNIKS NFT Art except as necessary to adapt and depict the PUNIKS NFT Art in or on the goods or media created pursuant to this license, or as otherwise required in the “No Rights to Trademarks” Section below. But this license does permit you to mint and create new NFTs and NFT projects based on your PUNIKS NFT Art for PUNIKS NFTs that you own, as long as you don't use the PUNIKS Trademarks on, or to promote, such new NFTs. From time to time, we may collaborate with third parties to create PUNIKS NFTs which include artwork, images, works of authorship, logos, trademarks, service marks, or trade dress owned by a third party (“Third Party Content”). The license in this paragraph does not extend to any PUNIKS NFT or PUNIKS NFT Art that contains Third Party Content, and you may not use, copy, reproduce, display, create derivative works of, or create new NFTs based on such Third Party Content, or any portion thereof, for any Commercial Use, unless we or the applicable third parties expressly provide our consent in writing or by public announcement.

We recognize that you might want to create modifications and derivative works of your PUNIKS NFT Art, and we allow you to do so under the scope of the licenses granted above. However, you acknowledge and agree that Ajion Labs may also modify, create derivative works of, and update any PUNIKS NFT Art and may create works of authorship similar or identical to your own adaptations, derivative works, and modifications of any PUNIKS NFT Art. Accordingly, on behalf of yourself and your heirs, successors and assigns, you irrevocably covenant and agree not to assert or bring any suit, claim, demand or challenge against Ajion Labs or its affiliates or licensees in connection with their use of any PUNIKS NFT Art or any adaptations, derivative works, and modifications thereto, even if such artwork or content is similar to or the same as any adaptations, derivative works, or modifications in any PUNIKS NFT Art that have been created by you.

No Rights to Trademarks. Nothing in this License will be interpreted to grant you any rights to any PUNIKS Trademarks belonging to Ajion Labs. Without our written permission, you may not use any PUNIKS Trademarks for any Commercial Use, including to register any domain names or social media accounts using any PUNIKS Trademarks. This includes any PUNIKS Trademarks that may be displayed or contained in any PUNIKS NFT Art for your PUNIKS NFT (and you will need to modify the PUNIKS NFT Art to remove or obfuscate such PUNIKS Trademarks before making any Commercial Use of such PUNIKS NFT Art). You may not remove, delete or obscure any trademark notice, copyright notice or other intellectual property notice in any PUNIKS NFT or PUNKS NFT Art.

Transfer. The licenses granted above are non-transferrable, except that if you sell or transfer your PUNIKS NFT, you will no longer be granted the foregoing licenses in the PUNIKS NFT Art, and such license will transfer to the new owner of the PUNIKS NFT associated with such PUNIKS NFT Art. In connection with any sales, transfers or similar transactions of the PUNIKS NFTs, the transferee agrees that by purchasing, accepting, or otherwise acquiring the PUNIKS NFT, they shall be deemed to accept the terms of this License. You may not transfer an PUNIKS NFT to a transferee that is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. government as a terrorist-supporting country; or is otherwise listed on any U.S. Government list of prohibited or restricted parties.

Restrictions. Notwithstanding any of the above, you may not use the PUNIKS NFT Art in any way that constitutes unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, illegal or obscene activity, or that promotes any such activity.

Reservation of Rights.All rights in and to the PUNIKS NFT Art and any other intellectual property of Ajion Labs not expressly licensed herein are hereby reserved by Ajion Labs. All goodwill arising from any use of the PUNIKS Trademarks will inure solely to Ajion Labs and its affiliates.

Disclaimers.YOUR ACCESS TO AND USE OF THE PUNIKS NFT AND PUNIKS NFT ART IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE PUNIKS NFTS AND PUNIKS NFT ART ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AJION LABS, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE “AJION LABS ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE AJION LABS ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, ORIGINALITY, SECURITY OR RELIABILITY OF THE PUNIKS NFTS AND PUNIKS NFT ART; (B) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM, DEVICE, BLOCKCHAIN, DIGITAL WALLET, HARDWARE OR MARKETPLACE; AND (C) WHETHER THE PUNIKS NFTS AND PUNIKS NFT ART WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS; AND (D) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT THE PUNIKS NFTS AND PUNIKS NFT ART. THE PUNIKS NFTS ARE INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. THEY ARE 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.Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE AJION LABS ENTITIES BE LIABLE (A) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THIS LICENSE OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THIS LICENSE AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE AJION LABS ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. THE MAXIMUM AGGREGATE LIABILITY OF THE AJION LABS ENTITIES FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) $1,000 OR (II) THE AMOUNT YOU PAID AJION LABS FOR YOUR PUNIKS NFT. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

Indemnification. By entering into this License and accessing or using the PUNIKS NFTs or PUNIKS NFT Art, you agree that you shall defend, indemnify and hold the Ajion Labs Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the Ajion Labs Entities arising out of or in connection with: (i) your violation or breach of any term of this License or any applicable law or regulation; (ii) your violation of any rights of any third party; (iii) your access to or use of the PUNIKS NFT or PUNIKS NFT Art; (iv) any modifications to or derivative works of the PUNIKS NFT Art you create, or (v) any fraud, negligence or wilful misconduct committed by you.

Additional Features. Ajion Labs may choose to make additional features, access, content, items or other benefits available to owners of PUNIKS NFTs (“Additional Features”). Ajion Labs has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring an PUNIKS NFT. Additional Features may be subject to additional terms and conditions, which may be presented to you at the time they are made available.

Updating This License. We may modify this License from time to time. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by placing a prominent notice on the first page of our website. However, it is your sole responsibility to review this License from time to time to view any such changes. Your continued access or use of the PUNIKS NFTs or PUNIKS NFT Art after the License has been updated will be deemed your acceptance of the modified License.

Termination of License. If you breach any of the provisions of this License, all licenses granted by Ajion Labs will terminate automatically. Upon the termination of your licenses, you shall cease all marketing, distribution, or sale of goods, services and media that feature the PUNIKS NFT Art and shall cease all further use of the PUNIKS NFT Art. All provisions which by their nature should survive the termination of this License shall continue in full force and effect subsequent to and notwithstanding any termination of this License by Ajion Labs or you. Termination will not limit any of Ajion Labs' other rights or remedies at law or in equity.

Miscellaneous. If any provision of this License shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this License and shall not affect the validity and enforceability of any remaining provisions. This License and the licenses granted hereunder may be freely assigned by Ajion Labs but may not be assigned by you without the prior express written consent of Ajion Labs. Any purported assignment in violation of this License will be null and void. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. You represent and warrant that you have the legal capacity to agree to this License. This License is governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in New York, New York. 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 THIS LICENSE. You and Ajion Labs agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of this License.