GRANT OF RIGHTS

‍1.1 Subject to the terms and conditions of this Agreement, The Ape Society hereby grants to the Holder, a non-exclusive, worldwide, and royalty-free right to use, reproduce, distribute, publicly perform and display, and make derivative works of the individual NFT owned by the Holder, for any purpose, including commercial purposes, provided that such usage does not break any laws or contain adult content.

1.2 The Ape Society further grants to the Holder, a non-exclusive, worldwide, and royalty-free right to use, reproduce, distribute, publicly perform and display, and make derivative works of official brand assets in any creations of the Holder.

‍RESTRICTIONS?

‍2.1 Non-holders and holders must seek permission from the specific NFT holder before using their assets either commercially or otherwise. Such permission must be in writing and may not be unreasonably withheld.

‍THE APE SOCIETY'S RIGHTS

‍3.1 Notwithstanding anything to the contrary in this Agreement, The Ape Society retains the right to use any Ape NFT for promotional content, or in connection with the marketing and promotion of The Ape Society.

3.2 The Ape Society will make a good faith attempt to reach out to the holder of the NFT for permission before using their NFT for promotional purposes. However, the failure of The Ape Society to obtain such permission will not constitute a breach of this Agreement.

‍DISPUTE RESOLUTION

‍4.1 All disputes arising between NFT holders regarding the use of NFTs or brand assets shall be resolved independently and without the involvement of The Ape Society. The Ape Society bears no responsibility for settling such disputes.

‍CLASS ACTION WAIVER

‍5.1 Both The Ape Society and the Holder agree that any proceedings to resolve or litigate any dispute, whether through a court of law or arbitration, shall be solely conducted on an individual basis. The Holder agrees that they will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.

‍INDEMNIFICATION

‍6.1 The Holder agrees to indemnify, defend, and hold harmless The Ape Society, its officers, directors, employees, agents, licensors, suppliers, and any third party information providers against all losses, expenses, damages, and costs, including reasonable attorneys' fees, incurred in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party in the event that the Holder's use of the NFT or any official brand assets infringes the rights of any third party, violates any law, or breaches the terms of this Agreement.

‍SEVERABILITY

‍7.1 If any provision of this Agreement is found to be invalid or unenforceable under any applicable law, such provision shall be deemed modified to the extent necessary to render such provision valid and enforceable and the other provisions of this Agreement will remain in full force and effect.

‍GOVERNING LAW

‍8.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which The Ape Society is established.