By purchasing a Original Emoji Masterpiece (OEM) NFT either directly from OEM or on the secondary market, you are the owner of that applicable NFT (the “User Owned NFT”).

Subject to compliance with all other relevant terms and conditions, for as long as you own the User Owned NFT, OEM grants you a limited, personal, non-exclusive, non-sublicensable, worldwide license under any copyright owned by OEM to: (1) copy and modify the User Owned NFT (“Derivative NFT”) for non-commercial, personal use; and (2) display and perform the User Owned NFT and/or Derivative NFT for non- commercial, personal use.

The license does not include the rights to copy the User Owned NFT and/or Derivative NFT on to physical merchandise or digital collectables (“Licensed Merchandise”); (2) copy, display and perform the User Owned NFT and/or Derivative NFT for purposes of promoting and marketing the Licensed Merchandise, and (3) distribute the copies of User Owned NFT and/or Derivative NFT printed on the Licensed Merchandise in connection with the sale of the Licensed Merchandise, including doing any of the foregoing for commercial purposes.

Nothing in this license allows for the use of OEM trademark, logo, or any OEM intellectual property other than the copyright rights explicitly licensed herein. Licensees are explicitly prohibited from using the OEM name in a way which may create confusion, mistake or deception about source or origin of the Licensed Merchandise.

You will indemnify and hold harmless, and at OEM’s request defend, OEM from and against any and all claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with (a) any breach of these Terms or unauthorized use of any OEM-Owned Content.

RESERVATION OF RIGHTS

OEM reserves the right to modify these Terms at any time. OEM may freely transfer, assign, or delegate these Terms in whole or in part, without your prior written consent. The failure of OEM to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

Nothing in these Terms shall prohibit OEM from granting any licenses on any OEM owned intellectual property, including but not limited to any User Owned NFT, to any third-parties under separate terms and conditions.