Licensing Agreement

CryptoPiggos NFT Purchase and License Agreement

This CryptoPiggos NFT Purchase and License Agreement (this “Agreement”) is a legally binding agreement by and between RareWorx LLC. (“RareWorx” or “us”) and any owner of any CryptoPiggos (defined below) (“you” or “Purchaser”). RareWorx and each Purchaser may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”. This Agreement governs the rights and obligations with respect to a CryptoPiggo. By purchasing a CryptoPiggo, you acknowledge that you have carefully read and agree to the terms of this Agreement.

WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND RAREWORX THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTIONS 14 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 14 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 13 (GOVERNING LAW) WILL APPLY INSTEAD.

1. Agreement to Terms.

(a) “CryptoPiggos” means a non-fungible token (NFT) (i.e., a controllable electronic record recorded on a blockchain) that, as of its genesis issuance, is associated with an image of Piggo Art that is generated on a blockchain network. “Piggo Art” means those images of 10,000 of “Piggos” and the underlying creative elements (i.e., “traits’ or “properties”) that form them, such as the various visual options (e.g., “piggo with the happy expression”, “piggo with the sad expression”, “piggo with the hat”, “piggo with black zappa beard”, “piggo with chain necklace”) under each background category (e.g., “laurel”, “bittersweet”, “lavender blue”). For avoidance of doubt, the Piggo Art is digital in nature and does not include, is not linked to, and is not sold together with, any items or representations that have physical dimensions such as mass or volume.

(b) Additional Terms: CryptoPiggoss may be available for purchase on one or more third-party platforms, such as BloctoBay (each, an “NFT Marketplace”), which we do not operate. The access and use of the NFT Marketplace are subject to the separate terms of the NFT Marketplace.

2. Ownership of a CryptoPiggo.

(a) When Purchaser acquires a CryptoPiggo, Purchaser owns all personal property rights to that CryptoPiggos (e.g., the right to freely sell, transfer, or otherwise dispose of that CryptoPiggos). Such rights, however, do not include the ownership of the intellectual property rights in the Piggo Art. Such rights are licensed pursuant to Section 3 below.

(b) Purchaser represents and warrants that it will not transfer a CryptoPiggo in any subsequent transaction to a Transferee that is (i) 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 (ii) listed on any U.S. Government list of prohibited or restricted parties (“Prohibited Transferees”).

3. License to Piggo Art.

(a) Non-Commercial License to Piggo Art: Subject to your compliance with this Agreement, RareWorx hereby grants to you, for so long as you own the CryptoPiggos (as recorded on the relevant blockchain) a non-exclusive, royalty-free license, with no right to sublicense, to use, copy, and display the Piggo Art associated with your purchased CryptoPiggos for your own personal, non-commercial use (e.g., home display or as a social media avatar), including to create a reasonable number of back-up copies of such Piggo Art and a physical print out of the Piggo Art, each to be retained only for so long as you own the associated CryptoPiggos; and (ii) to sell or otherwise transfer the associated CryptoPiggos consistent with the ownership of it (e.g., posting the Piggo Art on a sales listing on an NFT marketplace) (the “Non-Commercial License”).

(b) Commercial License to Piggo Art: In addition, subject to your compliance with this Agreement, RareWorx hereby grants to you, for so long as you own the CryptoPiggos (as recorded on the relevant blockchain), a royalty-free, worldwide, revocable license, with the right to sublicense, to use, copy, distribute, and display the Piggo Art associated with the CryptoPiggos that you own for Commercial Purposes (the “Commercial License”). “Commercial Purposes” means the creating, selling, and marketing of: (i) physical goods (e.g., apparel) or (ii) tangible or intangible media (e.g., comic books, e- books, video games, film and television productions), each that feature the Piggo Art. These rights do not include the right to create derivative works of the Piggo Art except to the extent necessary to depict the CryptoPiggos in or on the goods or media created pursuant to the exercise of this license (e.g., reformatting the CryptoPiggos into a different form of media).

(c) Transferability. The Non-Commercial License and the Commercial License are non-transferrable, except that they will automatically transfer in connection with the transfer of a CryptoPiggo.

4. Reservation of Rights.

General. All rights in and to the Piggo Art not expressly provided for in this Agreement are hereby reserved by RareWorx. The Piggo Art is licensed, not sold. RareWorx owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Piggo Art. Without limitation, Purchaser shall not, nor permit any third party to do or attempt to, do any of the following without express prior written consent from RareWorx: (i) modify the Piggo Art except as expressly permitted herein; (ii) use the Piggo Art to advertise, market, or sell any product or service except as expressly permitted herein; (iii) use the Piggo Art in connection with media that depicts hate speech, vulgarity (e.g., pornography), offensive behavior, violence, cruelty, or illegal activities or as otherwise prohibited in RareWorx’s Acceptable Use Policy, which can be found at https://rareworx.com/tos, as amended from time to time; (iv) attempt to register any trademark, copyright, or otherwise acquire intellectual property rights in or to the Piggo Art; (v) represent or imply that your exercise of the Commercial License is endorsed by or affiliated with RareWorx; or (vi) make defamatory or dishonest statements about RareWorx, CryptoPiggoss, or otherwise damage the goodwill, value or reputation of RareWorx or the CryptoPiggoss.

(a) Particular Exceptions. Without limitation of Section 4(a) above, the license in Section 3(b) does not include: (i) the right to use the Piggo Art to create non-fungible tokens or other digital assets accounted for on a distributed ledger; (ii) the right to create derivative works of the Piggo Art except as expressly provided therein; or (iii) the right to use the Piggo Art as a trademark or brand, or for any other fundraising, advertising, marketing, or similar purposes (other than to advertise or market the merchandise or media that has been made in accordance with Section 3(b)).

(b) No Rights to Trademarks. For avoidance of doubt, the foregoing license does not include the right to, and you may not, use any RareWorx trademarks (e.g., RareWorx or CryptoPiggoss) in connection with your exercise of the license in Section 3(b). No trademark or other rights based on designation of source or origin are licensed to you. You may not register domain names, social media accounts or related addresses include or may be confusingly similar any RareWorx trademarks.

(c) Enforcement. RareWorx reserves the exclusive right to: (1) register and otherwise protect all intellectual property and other rights in any to the Piggo Art and (2) enforce the intellectual property rights in and to the Piggo Art

(d) Right to Interpret and Clarify. RareWorx and Purchaser recognize that the grant of rights reflected in Section 3 and corresponding reservation of rights in Section 4 is novel and unforeseen circumstances may require clarification. As such, RareWorx reserves the right to interpret and clarify the terms of this Agreement in relation to such circumstances it deems novel or unforeseen.

5. Fees and Purchaser Obligations.

(a) Purchase and Sale. The valid execution of this Agreement, including the delivery of the purchased CryptoPiggos, is conditioned upon the following terms being met: (i) Purchaser’s payment and RareWorx’s receipt of the purchase price, if applicable, (ii) Purchaser’s provision to RareWorx a compatible network wallet address (“Wallet”) to which the Purchaser’s CryptoPiggos will be delivered; and (iii) Purchaser’s successful completion of any applicable anti-money laundering, sanctions and other processes as may be requested by RareWorx. If the Purchaser fails to meet any of the conditions above, RareWorx may suspend the delivery of the purchased CryptoPiggos or terminate the transaction.

(b) Purchaser Qualification. Purchaser represents and warrants that it (i) is not 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; and (ii) is not listed on any U.S. Government list of prohibited or restricted parties.

(c) Gas Fees. By buying or selling a CryptoPiggo on an NFT Marketplace, you agree to pay all applicable fees and, if applicable, you authorize RareWorx to automatically deduct fees (including any transaction fees, or Gas Fees, as applicable) directly from Purchaser’s payments for the transaction or subsequent transactions. “Gas Fees” fund the network of computers that run the decentralized blockchain network, meaning that Purchaser will need to pay a Gas Fee for each transaction that occurs via the blockchain network. RareWorx has no insight into or control over these payments or transactions, nor does RareWorx have the ability to reverse any transactions. Accordingly, RareWorx will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions of CryptoPiggoss that you engage in.

(d) Transfers: All subsequent transactions of a CryptoPiggos are subject to the following terms: (i) a CryptoPiggo transferee (the “Transferee”) shall, by purchasing, accepting, accessing or otherwise using a CryptoPiggo or Piggo Art, be deemed to accept all of the terms of this Agreement as a “Purchaser” hereof (other than with respect to Sections 5(a) and 5(c)); (ii) a CryptoPiggo transferor shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the Transferee.

i. Purchaser further acknowledges and agrees that all subsequent transactions of a CryptoPiggo will be effected on the blockchain network governing CryptoPiggos, and Purchaser will be required to make or receive payments exclusively through its cryptocurrency wallet.

6. RareWorx’s Rights and Obligations to the Piggo Art and CryptoPiggoss. The Parties acknowledge and agree that RareWorx is not responsible for the ultimate rendering of the Piggo Art.

7. Warranty Disclaimers and Assumption of Risk. Purchaser represents and warrants that it (a) is the age of majority in Purchaser’s place of residence (which is typically 18 years of age in most U.S. states) and has the legal capacity to enter into this Agreement, (b) that Purchaser will use and interact with its purchased CryptoPiggoss and Piggo Art only for lawful purposes and in accordance with this Agreement, and (c) that Purchaser will not use its purchased CryptoPiggoss or Piggo Art to violate any law, regulation or ordinance or any right of RareWorx, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. Purchaser further agrees that it will comply with all applicable law.

THE CRYPTOPIGGOS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, RAREWORX EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. RAREWORX MAKES NO WARRANTY THAT THE CRYPTOPIGGOSS WILL MEET PURCHASER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. RAREWORX MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT RELATED TO THE CRYPTOPIGGOSS.

RAREWORX WILL NOT BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF AN CRYPTOPIGGO, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO CRYPTOPIGGO; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE CRYPTOPIGGOSS.

AN CRYPTOPIGGOS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH RAREWORX DO NOT CONTROL. RAREWORX DO NOT GUARANTEE THAT RAREWORX OR ANY RAREWORX PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY CRYPTOPIGGO. PURCHASER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS PURCHASER PURCHASES THROUGH THE NFT MARKETPLACE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, RAREWORX MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE NFT MARKETPLACE OR ANY PURPORTED SUBSEQUENT TRANSACTIONS.

RAREWORX IS NOT RESPONSIBLE ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF A CRYPTOPIGGOS. RAREWORX IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING CRYPTOPIGGOSS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

8. Assumption of Risk. Purchaser accepts and acknowledges all risks associated with the following:

(a) Purchaser is solely responsible for determining what, if any, taxes apply to Purchaser’s purchase, sale, or transfer of CryptoPiggoss. RareWorx is not responsible for determining or paying the taxes that apply to such transactions.

(b) RareWorx does not store, send, or receive cryptocurrency assets. Any transfer of cryptocurrency assets occurs within the supporting blockchain that is not controlled by RareWorx. Transactions in CryptoPiggoss may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of a CryptoPiggos shall be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that Purchaser initiated the transaction.

(c) There are risks associated with using an Internet-based digital asset, including but not limited to, the risk of hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. RareWorx will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when effecting CryptoPiggos transactions, however, caused.

(d) Digital assets, including blockchain-based assets such as a CryptoPiggos, are subject to developing laws and regulations throughout the world.

(e) Transactions involving a CryptoPiggos may rely on third-party platforms to perform transactions. If RareWorx is unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if RareWorx violates or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and interactions of a CryptoPiggos will suffer.

9. Links to Third Party Websites or Resources. Use and interaction of CryptoPiggoss and Piggo Art may allow Purchaser to access third-party websites or other resources. RareWorx provides access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. Purchaser acknowledges sole responsibility for and assumes all risk arising from Purchaser’s use of any third-party resources. Under no circumstances shall Purchaser’s inability to view its Piggo Art on a third-party website serve as grounds for a claim against RareWorx or RareWorx.

10. Termination of License to Piggo Art. Purchaser’s license to the Piggo Art shall automatically terminate and all rights shall revert to RareWorx if at any time: (i) Purchaser breaches any portion of this Agreement or (ii) Purchaser engages in any unlawful activity related to a CryptoPiggo (including transferring a CryptoPiggo to a Prohibited Transferee). Upon any termination, discontinuation or cancellation of Purchaser’s license to Piggo Art, RareWorx may disable Purchaser’s access to the Piggo Art and Purchaser shall delete, remove, or otherwise destroy any back up or single digital or physical copy of the Piggo Art. Upon any termination, discontinuation or cancellation of the license in this Agreement, the following Sections will survive: 2, 4, 6 through 15.

11. Indemnity. Purchaser shall defend, indemnify, and hold the RareWorx harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using a CryptoPiggos whether or not such person personally purchased a CryptoPiggos) against RareWorx, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) your access to or use of the NFT Marketplace or (b) your breach of this Agreement.

12. Limitation of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER RAREWORX NOR ITS SERVICE PROVIDERS, INVOLVED IN CREATING, PRODUCING, OR DELIVERING AN CRYPTOPIGGO WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE CRYPTOPIGGOS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH CRYPTOPIGGOS OR ACCESS THE PIGGO ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RAREWORX OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL RAREWORX’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE OR INTERACT WITH AN CRYPTOPIGGOS OR ACCESS THE PIGGO ART EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RAREWORX AND PURCHASER.

13. Governing Law and Forum Choice. This Agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 14 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that Purchaser and RareWorx are not required to arbitrate will be the state and federal courts located in the Seattle, Washington, and Purchaser and RareWorx each waive any objection to jurisdiction and venue in such courts.

14. Dispute Resolution.

(a) Mandatory Arbitration of Disputes. The Parties each agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof of a CryptoPiggos transaction (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and RareWorx agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and RareWorx are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

(b) Exceptions. As limited exceptions to Section 14(a) above: (i) both Parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) both Parties each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800- 778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at https://www.adr.org/.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The Parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

(d) Arbitration Costs. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, and RareWorx won’t seek to recover the administration and arbitrator fees RareWorx is responsible for paying unless the arbitrator finds your Dispute frivolous. If RareWorx prevails in arbitration RareWorx will pay for all of its attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

(e) Injunctive and Declaratory Relief. Except as provided in Section 14(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or RareWorx prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

(f) Class Action Waiver. YOU AND RAREWORX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

Severability. With the exception of any of the provisions in Section 14(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

15. General Terms. This Agreement will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns, in particular any Transferee. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings, and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. No amendment to this Agreement or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the Party or Parties to be bound thereby. Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party to this Agreement is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party, or to bind such other Party in any manner. Nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever. Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein. The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. Neither Party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. Any notices or other communications provided by RareWorx under this Agreement be given by contacting the Purchaser at the contact information provided on the NFT Marketplace or directly to RareWorx. Purchaser may give notice to RareWorx by contacting the RareWorx at the contact information provided on the NFT Marketplace or at [e-mail]. Notice is effective upon receipt. The Parties have agreed to contract electronically, and accordingly, electronic signatures will be given the same effect and weight as originals.