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FLASH NFT LIMITED LICENSE AGREEMENT

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This FLASH NFT Limited License Agreement (the “License”) is a legally binding agreement entered into between Beastlike and you. When you acquire an FLASH NFT Limited, you own all personal property rights to the token underlying the FLASH NFT Limited (e.g., the right to freely sell, transfer, or otherwise dispose of that FLASH NFT’s), but you do not own the associated artworkNFT, brand, or other intellectual property associated with that FLASH NFT Limited, except for the specific licensed rights set forth below.

DEFINITIONS​

“FLASH NFT,” means any FLASH branded or themed NFT created by or on behalf of Beastlike. “FLASH NFT Art” means the artwork, image or works of authorship associated with a specific FLASH NFT Limited. “Flash Trademarks” means any and all logos, trademarks, service marks, and trade dress associated with Flash. “Commercial Use” means any activity that is performed with the intent to generate revenue, such as sale or transfer of items (including NFTs) on any marketplace, creating and selling merchandise or creating a comic book or video game. “Final 50 Beanz” means the Beanz NFTs created by Beastlike with Token ID numbers ___________. “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. “you” or “your” means a lawful owner of an FLASH NFT Limited.

LICENSE GRANT​

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

1. As long as you own an Flash NFT, you are provided with a non-exclusive, worldwide, royalty-free, license to use, reproduce, display, modify, and create derivative works of the Flash NFT Art for your Flash 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);

2. You can display your Flash NFT or use it as a profile picture for non-Commercial Use. You can also create derivatives for non-Commercial Use but in compliance with the laws of your land.

3. 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 Flash NFT Art for your Flash NFT for any Commercial Use. The license in this sub-section (2) does not include a right to create derivative works of the Flash NFT Art except as necessary to adapt and depict the Flash 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 Flash NFT Art for Flash NFTs that you own, as long as you don't use the Flash Trademarks on, or to promote, such new NFTs. From time to time, we may collaborate with third parties to create Azuki 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 Flash NFT or Flash 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.

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

4. You can se your Flash NFT for Commercial Use. Yes, you can even sell the derivatives, just as long as you don't use the Flash Trademarks with the exception that if an Flash NFT is a product of a collab that contains content not owned by us, then you can't use that specific Flash NFT for Commercial Use unless we or our partner explicitly provide our consent in writing or through a public announcement.

MODIFICATIONS AND DERIVATIVE WORKS​

We recognize that you might want to create modifications and derivative works of your Flash NFT Art, and we allow you to do so under the scope of the licenses granted above. However, you acknowledge and agree that Beastlike may also modify, create derivative works of, and update any Azuki NFT Art and may create works of authorship similar or identical to your own adaptations, derivative works, and modifications of any Azuki 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 Beastlike or its affiliates or licensees in connection with their use of any Flash 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 Flash NFT Art that have been created by you.

You shall have the right to modify and derivate of Flash NFT art, but it won’t account for any harm or foul if we with the same mission makes something that happens to look similar to what you made.

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

You are not provided with the rights to use the Flash Trademark or other logos, including Flash trademarks on your Flash NFT. You must get our written permission before using Flash Trademark or logos.

Transfer. The licenses granted above are non-transferrable, except that if you sell or transfer your Flash NFT, you will no longer be granted the foregoing licenses in the Flash NFT Art, and such license will transfer to the new owner of the Flash NFT associated with such Flash NFT Art. In connection with any sales, transfers or similar transactions of the Flash NFTs, the transferee agrees that by purchasing, accepting, or otherwise acquiring the Flash NFT, they shall be deemed to accept the terms of this License. You may not transfer an Flash 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.

Any of your licenses are not transferable, unless you sell or Flash NFT.

Restrictions. Notwithstanding any of the above, you may not use the Flash 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.

While using any of the Flash NFT or its derivates, you have to comply with restrictions as to what you can do with your Flash NFT.

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

If any of your act is not specifically permitted above, then in that scenario, you have to first ask us and receive our consent.

Disclaimers​

YOUR ACCESS TO AND USE OF THE FLASH NFT AND FLASH NFT ART IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE FLASH NFTS AND FLASH 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, CHIRU LABS, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE “CHIRU LABS ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE BEASTLIKE 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 FLASH NFTS AND FLASH 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 FLASH NFTS AND FLASH 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 FLASH NFTS AND FLASH NFT ART. THE FLASH 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 BEASTLIKE 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 BEASTLIKE 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 BEASTLIKE 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 BEASTLIKE FOR YOUR FLASH 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 Flash NFTs or Flash NFT Art, you agree that you shall defend, indemnify and hold the Beastlike Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the Beastlike 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 Flash NFT or Flash NFT Art; (iv) any modifications to or derivative works of the Flash NFT Art you create, or (v) any fraud, negligence or wilful misconduct committed by you.

Please use your Flash NFT responsibly. If someone sues us because of something you did with your Flash NFT, you will be responsible for any damages we face (including our legal expenses).

ADDITIONAL PROVISIONS

Additional Features. Beastlike may choose to make additional features, access, content, items or other benefits available to owners of Flash NFTs (“Additional Features”). Beastlike has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring an Flash 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 Flash NFT, but doesn't create an obligation for us to do so. 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 Flash NFTs or Flash NFT Art after the License has been updated will be deemed your acceptance of the modified License. We will give you prominent advance notice in case we change this license. Termination of License. If you breach any of the provisions of this License, all licenses granted by Beastlike 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 Flash NFT Art and shall cease all further use of the Flash 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 Beastlike or you. Termination will not limit any of Beastlike’s other rights or remedies at law or in equity. Basically this license will be terminated if you breach any provisions. 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 Beastlike but may not be assigned by you without the prior express written consent of Beastlike. 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 _____________, 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 __________________.

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 Beastlike 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.