Any holder of a DeGods NFT (as defined below) who (a) has completed a request for use of the Licensed Marks and been approved through the process defined by De Labs in https://www.ip.de.xyz (the “Website”) and (b) is eligible to legally conduct business with De Labs under applicable law (e.g., you, and the country you reside in, are not subject to sanctions and of legal contracting age in your jurisdiction), may use the Licensed Marks but only in strict compliance with this Agreement.

Subject to Licensee’s compliance with the terms and conditions of this Agreement and so long as Licensee owns a DeGods non-fungible token as recorded on the relevant blockchain (“DeGods NFT”), De Labs grants to Licensee, and Licensee hereby accepts, a limited, non-exclusive, worldwide (but only where permitted by law), revocable, non-transferable, non-sublicensable, royalty-free license, during the term of this Agreement, to use and reproduce the trademarks and logos as approved by De Labs in its sole and absolute discretion and listed on the Website (the “Licensed Marks”) solely on and in connection with the products and/or services described in Licensee’s request for use of Licensed Marks completed via the Website and approved by De Labs or (if applicable) its Designee in its sole and absolute discretion (the “Licensed Products”), and for no other purpose. Specifically, the license granted under this Agreement does not include the right to use the Licensed Marks to create, or in any other way in connection with, any non-fungible tokens or other digital collectible items accounted for on a blockchain network. De Labs reserves all rights not expressly granted in this Agreement.

De Labs may from time to time authorize a third party, including a decentralized autonomous organization (DAO), to approve or reject requests for use of the Licensed Marks and/or otherwise exercise certain De Labs’ rights under this Agreement (such third-party, a “Designee”).

As between the parties, (i) De Labs owns and will retain all right, title, and interest in and to the Licensed Marks; and (ii) all use by Licensee of the Licensed Marks under this Agreement, and all goodwill accruing therefrom, will inure solely to the benefit of De Labs. Licensee will not dispute or challenge, or assist any person or entity in disputing or challenging, De Labs’ rights in and to the Licensed Marks or the Licensed Marks’ validity. If Licensee acquires any rights in the Licensed Marks by operation of law or otherwise or De Labs requires the execution of certain documents or other acts to maintain, perfect, or enforce its rights, Licensee hereby irrevocably: (i) assigns and transfers such rights to De Labs, along with all associated goodwill; (ii) agrees to take any further such acts; and (iii) appoints De Labs’ and its Designee’s officers as Licensee’s attorneys in fact, coupled with an interest, for such limited purpose. Licensee agrees that it will not register or try to register any trademark that is confusingly similar to the Licensed Marks anywhere. Licensee agrees to not use or register any trademark with De Labs’ branding and design elements or any similar branding or design elements.

Licensee agrees that its use of the Licensed Marks and the Licensed Products will be consistent with De Labs’ quality standards and brand usage guidelines established from time to time, and will be in compliance with all applicable laws and regulations. If De Labs notifies Licensee that Licensee’s use of the Licensed Marks and/or the Licensed Products falls below De Labs’ standards, Licensee will fix the problem to De Labs’ satisfaction within thirty (30) days of notice. Licensee will not use the Licensed Marks in any manner that may defame, disparage, dilute, tarnish or otherwise damage or harm the reputation of De Labs, its affiliates or their business, or the Licensed Marks.

Licensees may be identified in a list of De Labs’ licensees made publicly available by De Labs (on its website and/or via other means), and Licensee authorizes De Labs to use Licensee’s name and marks for such purpose. Licensee acknowledges and agree that the Licensed Marks may be licensed to third-parties for use in connection with products or services similar to the Licensed Products, and De Labs has the right, but has no obligation, to support the resolution of, or resolve any, dispute that may arise between licensees of the Licensed Marks, which may include modifying this Agreement or any approvals previously granted.

This Agreement remains in effect until terminated. De Labs may terminate this Agreement on written notice to Licensee, effective immediately, if (i) Licensee fails to fix any problem with its use of the Licensed Marks within thirty (30) days after De Labs provides notice as described in Section 5; (ii) Licensee stops using the Licensed Marks for at least six (6) months; (iii) Licensee notifies De Labs that Licensee intends to stop using the Licensed Marks; (iv) Licensee breaches this Agreement; (v) upon any Change of Control (defined in Section 9(f)), bankruptcy, or insolvency of, or appointment of a receiver for, Licensee, in each case, as determined by De Labs in its reasonable discretion, and (vi) any actual or attempted assignment or transfer of this Agreement. Further, this Agreement will automatically terminate if Licensee ceases to own a DeGods NFT. Upon termination of this Agreement, Licensee will immediately discontinue all use of the Licensed Marks, provided that Licensee will be allowed to sell-off any inventory of physical Licensed Products existing on the date of termination for a period not to exceed four (4) months after termination. The provisions of Sections 4, 6, 8 and 10-12 shall survive the termination or expiration of this Agreement.

“Confidential Information” means any business or technical information of either party, including, without limitation, any information relating to any plans, finances, marketing plans, customer lists, business opportunities, research, development or know-how and any other information the nature of which would reasonably be expected to be proprietary or confidential.  Confidential Information will not include information: (i) in the public domain through no fault of the receiving party at the time of disclosure; (ii) rightfully known by the receiving party without restriction as to use or disclosure prior to receiving such information; (iii) rightfully acquired by the receiving party from a third party who has the right to disclose such information without breach of any obligation of confidentiality; or (iv) that is independently developed by the receiving party without reference to Confidential Information of the disclosing party.  The parties will not use the Confidential Information of one another except as necessary for the performance of this Agreement and will not disclose such Confidential Information to any third party.  The parties will use all reasonable efforts to maintain the confidentiality of one another’s Confidential Information, but in no event less than the efforts that it ordinarily uses with respect to its own proprietary information of similar importance.  The foregoing obligations will not restrict the parties from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the parties give reasonable notice to one another to enable them to contest the order or requirement. 

Each party represents and warrants to the other party that: (i) it has the right to enter into this Agreement and (ii) the execution, delivery and performance of this Agreement are within the corporate powers of such party and have been duly authorized by all necessary corporate action on the part of such party (if applicable), and this Agreement constitutes a valid and binding agreement of such party. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, DE LABS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, IN CONNECTION WITH THIS AGREEMENT AND THE Y00TS MARKS, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DE LABS MAKES NO REPRESENTATION OR WARRANTY THAT ANY LICENSED TRADEMARK IS VALID OR THAT THE EXERCISE BY LICENSEE OF ANY RIGHTS GRANTED UNDER THIS AGREEMENT WILL NOT INFRINGE THE RIGHTS OF ANY PERSON.

Licensee will defend De Labs against any claim, suit or proceeding brought by a third party: (i) alleging a breach of this Agreement by Licensee or (ii) arising from or relating to use of any Licensed Trademark under this Agreement, including any product liability claim or any claim of infringement, dilution, or other violation of any intellectual property rights relating to the manufacture, promotion, advertising, distribution, or sale of the Licensed Products by Licensee (but excluding any claim based solely on an allegation that Licensee’s use of the Licensed Marks in accordance with this Agreement infringes such third-party’s trademarks).  De Labs shall have the right to defend any such claim through counsel of its own choice.  You may not settle any claim, suit, or proceeding without De Labs’ prior written consent.