EON RIFT NFT LICENSE AGREEMENT

Last Revised on 9/21/24

This EON RIFT NFT License Agreement (the “License”) is a legally binding agreement entered into between NEOFRENS CORP. a U.S. based corporation having its registered office in the State of Delaware, at 221 N. Broad Street, Suite 3A, Middletown, DE 19709 (“Neofrens”) and you. 

When you purchase an EON RIFT NFT, you:

  • acquire the ownership on the NFT and the right to sell it and to transfer it.

  • acquire a non-exclusive, worldwide, royalty-free, license, for the time you are owner of the NFT and until you transfer the ownership of such NFT (the “License Expiration Term”),  to use, reproduce, display, modify, and create derivative works of the EON RIFT NFT Art for your EON RIFT 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), as better detailed in art. 1, letter a) below. 

  • a non-exclusive, worldwide, royalty-free, sub-licensable (but only to service providers assisting you with a Commercial Use) license, until the License Expiration Term, to use, copy, reproduce and display the EON RIFT NFT Art for your EON RIFT NFT for any Commercial Use, as better detailed in art. 1, letter b) below.

When you purchase an EON RIFT NFT you do not acquire any intellectual property right related directly or indirectly, EON RIFT Trademarks, EON RIFT Project or any other intellectual property right underlying the EON RIFT NFT nor any intellectual property right on the associated artwork, brand, or other intellectual property associated with that EON RIFT NFT, except for the specific licensed rights set forth above.

DEFINITIONS

“EON RIFT Project”: means the project better described on www.eonrift.com, intending to offer products and services across multiple media platforms, including video games, trading card games, comics, digital and physical collectibles, merchandise, animated series and films, and blockchain-based tokens, also through AI digital solutions

“EON RIFT NFT” means any EON RIFT branded or themed NFT created by or on behalf of Neofrens.

“EON RIFT NFT Art” means the artwork, image or works of authorship associated with a specific EON RIFT NFT.

“EON RIFT Trademarks” means any and all logos, trademarks, service marks, and trade dress associated with EON RIFT, eonrift.com, the EON RIFT NFTs, and Neofrens, including the “EON RIFT” or “eonrift.com” including any name of EON RIFT-related characters or products or service developed by us.

“Neofrens,” “us,” “we,” or “our” means Neofrens, Inc and/or its affiliates.

“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.

“NFT” means any blockchain-tracked non-fungible token, including those based on Ethereum blockchain, or other non-fungible token standard.

“you” or “your” means a lawful owner of an EON RIFT NFT.

Capitalized terms that you see have the meanings set forth in this “Definitions” Section.

Art. 1 License Grant

EON RIFT NFT Art License. For as long as you lawfully own your EON RIFT NFT and until you transfer the ownership of such NFT (the “License Expiration Term”), and subject to your compliance with the terms of this License, we hereby grant you the following rights:

What rights are we giving you as long as you own an EON RIFT NFT?

A)

a non-exclusive, worldwide, royalty-free, license to use, reproduce, display, modify, and create derivative works of the EON RIFT NFT Art for your EON RIFT 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 EON RIFT NFT or use it as a profile picture for non-Commercial Use. You can also create derivatives for non-Commercial Use, within the limits set forth by local legislation and local authorities.

B)

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 EON RIFT NFT Art for your EON RIFT NFT for any Commercial Use. The license in this sub-section (B) does not include a right to create derivative works of the EON RIFT NFT Art except as necessary to adapt and depict the EON RIFT 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. From time to time, we may collaborate with third parties to create EON RIFT 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 EON RIFT NFT or EON RIFT 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.

Modifications and Derivative Works

We recognize that you might want to create modifications and derivative works of your EON RIFT NFT Art, and we allow you to do so under the scope of the licenses granted above. However, you acknowledge and agree that Neofrens may also modify, create derivative works of, and update any EON RIFT NFT Art and may create works of authorship similar or identical to your own adaptations, derivative works, and modifications of any EON RIFT 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 Neofrens or its affiliates or licensees in connection with their use of any EON RIFT 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 EON RIFT 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 EON RIFT Trademarks belonging to Neofrens. Without our written permission, you may not use any EON RIFT Trademarks for any Commercial Use, including to register any domain names or social media accounts using any EON RIFT Trademarks. This includes any EON RIFT Trademarks that may be displayed or contained in any EON RIFT NFT Art for your EON RIFT NFT (and you will need to modify the EON RIFT NFT Art to remove or obfuscate such EON RIFT Trademarks before making any Commercial Use of such EON RIFT NFT Art). You may not remove, delete or obscure any trademark notice, copyright notice or other intellectual property notice in any EON RIFT NFT or EON RIFT NFT Art.

Which means, we are NOT giving you rights to use the EON RIFT Trademark or other logos. That includes EON RIFT trademarks on your EON RIFT NFT. You must get our written permission before using EON RIFT Trademarks or logos.

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

Basically, these licenses are not transferable, unless you sell your EON RIFT NFT.

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

There are some reasonable restrictions to what you can do with your EON RIFT NFT.

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

DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION

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

ADDITIONAL PROVISIONS

Additional Features. Neofrens may choose to make additional features, access, content, items or other benefits available to owners of EON RIFT NFTs (“Additional Features”). Neofrens has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring an EON RIFT 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 EON RIFT NFTs or EON RIFT 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 Neofrens 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 EON RIFT NFT Art and shall cease all further use of the EON RIFT 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 Neofrens or you. Termination will not limit any of Neofrens' 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 Neofrens to any third party or subject providing same or similar services, but may not be assigned by you without the prior express written consent of Neofrens. 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 Delaware, 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 Delaware. 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 Neofrens 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.