Juuni is a collection of numerous unique digital collectable characters represented by non-fungible tokens (such tokens, "Juuni NFTs") minted by a smart contract deployed to the Ethereum blockchain. The Juuni License Agreement (the "Agreement") is a legally binding agreement entered into between Studio Rem Co. (the "Company".) and any owner of a Juuni NFT ("you" or "Owner") governing the parties' rights and obligations with respect to Juuni NFTs and Juuni Art.

1. DEFINITIONS

   1. "Juuni NFT" means any Juuni branded or themed NFT created by or on behalf of the Company.
   2. "Juuni Art" means the artwork, image or works of authorship associated with a specific Juuni NFT.
   3. "Juuni Trademarks" means any logo, trademark, service mark, brands, identities and trade dress associated with Juuni, Juuni.xyz, the Juuni NFTs, and the Company, including the "Juuni" or "Juuni.xyz" names, or any other names of Juuni-related characters or products or service developed by the Company.
   4. "Commercial Use" means any activity that is performed with the intent to generate revenue, such as but not limited to the sale or transfer of items (including NFTs) on any marketplace, creating and selling merchandise or creating a comic book or video game.
   5. "NFT" means any blockchain-tracked non-fungible token, including those complying with the ERC-721A, ERC-721, ERC-1155, or other non-fungible token standard.

2. OWNERSHIP

   1. Owner. You are an owner when your digital wallet holds an Juuni NFT, as recorded by Junni smart contract, and validated in the Ethereum blockchain. Owner owns all personal property rights to the token underlying the Juuni NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that Juuni NFT), but do not own the associated artwork, logo, trademarks, brand, or other intellectual property associated with that Juuni NFT.
   2. Company own all copyrights, trademarks, artwork, logo, intellectual property rights ("IP") of all Juuni art in your Juuni NFT, but grant you the license as long as you are an owner of a Junni NFT.
   3. You own the IP in your Derivative Juuni Works. As between you and Company, you own all rights, title and interest in and to any "derivative work," as defined by the United States Copyright Act, based upon your Juuni Art created during the License Term ("Derivative Juuni Work"); provided, however, that (i) we retain the copyright in the Juuni Art underlying any Derivative Juuni Work; (ii) your use of any Derivative Juuni Work during and after the License Term is subject to these agreement; and (iii) your use of any Derivative Juuni Work after the License Term may require a license from the current owner of the Juuni NFT.

3. LICENSE

   For as long as you lawfully own your Juuni NFT, and subject to your compliance with the terms of this License Agreement, we hereby grant you the following rights:
   1. Grant. Subject to your acceptance of, and compliance with, this agreement, upon lawfully acquiring Your Juuni NFT and, for so long as you hold Your Juuni NFT (both dates as recorded by the Company Smart Contract), Company grants to you
      1. A non-exclusive, worldwide, royalty-free, sub-licensable to use, reproduce, display, distribute, modify, and create derivative works of the Juuni Art of your Juuni 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.); Which means, you can display your Juuni NFT, use it as a profile picture or create your Derivative Works for non-Commercial Use.
      2. 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 Juuni Art of your Juuni NFT for any Commercial Use. The license does permit you to mint and create new NFTs and NFT projects based on your Derivative Works of Juuni NFTs that you own, as long as you don't use the Juuni Trademarks on, or to promote, such new NFTs.
      3. From time to time, we may collaborate with third parties to create Juuni 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 Junni NFT or Juuni 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. Which means, you can use your Juuni NFT for Commercial Use. In other words, you can even sell the derivatives, just as long as you don't use the Juuni Trademarks. The only exception is if an Juuni NFT is a product of a collab that contains content not owned by us, then you can't use that specific Juuni NFT for Commercial Use unless we or our partner explicitly provide our consent in writing or through a public announcement.
   2. Restrictions and Reservations.
      1. Modifications and Derivative Works. We recognize that you might want to create modifications and derivative works of your Juuni NFT, and we allow you to do so under the scope of the licenses granted above. However, you acknowledge and agree that the Company may also modify, create derivative works of, and update any Juuni NFT and may create works of authorship similar or identical to your own adaptations, derivative works, and modifications of any Juuni NFT. 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 the Company or its affiliates or licensees in connection with their use of any Juuni 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 Juuni Art that have been created by you.
      2. The License extends only to Your Juuni Art—meaning, the complete selection and arrangement of all base layers, features, attributes, and other elements that comprise Juuni Art of your Juuni NFT. Thus, while the License allows you to create and exploit Derivative Juuni Works, the License does not grant you rights in any individual element of Your Juuni Art, or a license to exploit any individual element separate and apart from Your Juuni Art. For example, the License allows you to create three-dimensional renditions of, and to add new clothing to, Your Juuni Art, but does not allow you to extract individual features (e.g., hair, accessories) for use in a separate work.
      3. No Rights to Trademarks. Nothing in this License will be interpreted to grant you any rights to any Juuni Trademarks belonging to the Company. Without our written permission, you may not use any Juuni Trademarks for any Commercial Use, including but not limited to register any domain names or social media accounts using any Juuni Trademarks. This includes any Juuni Trademarks that may be displayed or contained in any Juuni Art for your Juuni NFT (and you will need to modify the Juuni Art to remove or obfuscate such Juuni Trademarks before making any Commercial Use of such Juuni NFT Art). You may not remove, delete or obscure any trademark notice, copyright notice or other intellectual property notice in any Juuni NFT or Juuni Art.
      4. Transfer. The licenses granted above are non-transferrable, except that if you sell or transfer your Juuni NFT, i.e., you will no longer be granted the foregoing licenses in the Juuni NFT , and such license will transfer to the new owner of the Juuni NFT associated with such Juuni Art. In connection with any sales, transfers or similar transactions of the Juuni NFTs, the transferee agrees that by purchasing, accepting, or otherwise acquiring the Juuni NFT, they shall be deemed to accept the terms of this License agreement. You may not transfer an Juuni 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.
      5. Restrictions. Notwithstanding any of the above, you may not use the Juuni NFT Art in any way that constitutes unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, illegal, obscene activity, damaging the Company image or that promotes any such activities.
      6. Reservation of Rights. All rights in and to the Juuni NFT and any other intellectual property of the Company not expressly licensed herein are hereby reserved by the Company. All goodwill arising from any use of the Juuni Trademarks will inure solely to the Company and its affiliates.

4. ADDITION FEATURES

   The Company may choose to make additional features, access, content, items or other benefits available to owners of Juuni NFTs ("Additional Features"). The Company has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring a Juuni NFT. Additional Features may be subject to additional terms and conditions, which may be presented to you at the time they are made available. This license allows us to add more features to your Juuni NFT, but doesn't create an obligation for us to do so.

5. TERMINATION

   1. Upon the transfer of Your Juuni NFT to a new Owner, as recorded by the Juuni Smart Contract, your License hereunder shall immediately and automatically terminate, and any trademark and corresponding registration obtained in connection with your exercise of the License shall be deemed abandoned unless duly transferred to the new Owner under a separately negotiated written agreement.
   2. In addition, if you breach any of the provisions of this License, all licenses granted by the Company 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 Juuni Art and shall cease all further use of the Juuni Art.
   3. After termination, you may sell off existing (at the time of transfer) inventories of merchandise featuring Your Juuni Art that were created and offered for sale during the License Term, but the creation or distribution of any new merchandise or inventory featuring the Juuni Art would require a license from the new Owner.
   4. 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 the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.

6. OWNER'S REPRESENTS AND WARRANTS

   Owner represents and warrants that Owner:
   1. is over the age of majority and has the legal capacity to enter into this agreement;
   2. will only use and interact with any Juuni NFT and Juuni Art in accordance with this agreement;
   3. will comply with all applicable law in the exercise of its rights and obligations under this agreement and will not violate any right of Company, its licensors, or any right of any third party.

7. ASSUMPTION OF RISKS

   Owner accepts and acknowledges all risks associated with the following:
   1. Company is not responsible for determining or paying any taxes that apply to any Owner’s purchase, sale, or transfer of rights in each Juuni NFT. As between the parties, Owner is solely responsible for determining what, if any, taxes apply to such transactions.
   2. Transactions involving Juuni NFTs and Juuni Art rely on third-party or decentralized platforms, systems, or marketplaces. Company does not maintain, control, or assume any obligations with respect to such platforms, systems, or marketplaces. To the extent that Company provides links or access to third party platforms, sites, or other resources, it does so only as a convenience and is not responsible for the content, products, or services on or available from those third parties or through any content displayed thereon.

8. INDEMINIFICATION

   By entering into this License and accessing or using the Juuni NFTs or Juuni NFT Art, you agree that you shall defend, indemnify and hold the Company, its licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees, and agents (the "Indemnified Parties") harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, expenses, and other similar results or occurrences (including attorneys' fees) that directly or indirectly arise from, or are related to or in connection with, any claim, suit, action, demand, or proceeding or other similar occurrence, process, or activity that is initiated, made, brought, or financed by a third party (including any person who accesses or transacts using any Juuni NFT or Juuni Art, whether or not such person personally purchased a Juuni NFT) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of, related to, 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 Juuni NFT or Juuni NFT Art; (iv) any modifications to or derivative works of the Juuni NFT Art you create, or (v) any fraud, negligence or willful misconduct committed by you.

9. 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 the Company but may not be assigned by you without the prior express written consent of the Company. 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.

10. GOVERNING LAW

    The validity, interpretation, construction and performance of this License, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of California, without giving effect to principles of conflicts of law. Each party consents to the exclusive jurisdiction and venue of the courts of Santa Clara County, California in connection with any claim, dispute or legal proceeding related to this Agreement. You and the Company 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.

11. DISCLAIMERS

    YOUR ACCESS TO AND USE OF THE JUUNI NFT AND JUUNI NFT ART IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE JUUNI NFTS AND JUUNI NFT ART ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABL"E BASIS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, ORIGINALITY, SECURITY OR RELIABILITY OF THE JUUNI NFTS AND JUUNI 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 JUUNI NFTS AND JUUNI 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 JUUNI NFTS AND JUUNI NFT ART. THE JUUNI NFTS AND JUUNI NFT ART 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

12. LIMIT LIABILITY

    TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY 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 COMPANY 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 COMPANY ENTITIES FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE NO MORE THAN THE AMOUNT YOU PAID THE COMPANY FOR YOUR JUUNI 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.

13. UPDATE

    Company reserves the right to update or amend this agreement by publicly publishing a new version of them, including, but not limited to, in the Company web site, or any successor 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 Juuni NFTs or Juuni NFT Art after the License has been updated will be deemed your acceptance of the modified License.