LICENCE AGREEMENT //

This Time Wanderer NFT License Agreement (the “License”) is a legally binding agreement entered into between Time Wanderer (TW) and you.

When you acquire a TW NFT, you own all personal property rights to the token underlying the TW NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that TW NFT),

but you do not own the associated artwork,brand, or other intellectual property associated with that TW NFT, except for the specific licensed rights set forth below.

 

DEFINITIONS

 

“Time Wanderer NFT” means any TW branded or themed NFT created by or on behalf of Time Wanderer.

“Time Wanderer NFT Art” means the artwork, image or works of authorship associated with a specific Time Wanderer NFT or any other work of the brand.

“Time Wanderer Trademarks” means any and all logos, trademarks, service marks, and trade dress associated with TW, timewanderer.com, the TW NFTs, including the “Time Wanderer” or “timewanderer.com”

names, or any other names of TW-related characters or products or service developed by us.

“Time Wanderer,” “TW,” “us,” “we,” or “our” means Time Wanderer, 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.

“You” or “Your” means a lawful owner of an TW NFT.

 

LICENSE GRANT

 

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

 

1. a non-exclusive, worldwide, royalty-free, license to use, reproduce, display, modify, and create derivative works of the TW NFT Art for your TW 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- 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 TW NFT Art for your TW NFT for

any Commercial Use. The license in this sub-section (2) does not include a right to create derivative works of the TW NFT Art except as necessary to adapt and depict the TW 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

TW NFT Art for TW NFTs that you own, as long as you don’t use the TW Trademarks on, or to promote, such new NFTs. From time to time, we may collaborate with third parties to create TW 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 TW NFT or TW 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 TW NFT Art, and we allow you to do so under the scope of the licenses granted above. However, you acknowledge and agree

that Time Wanderer may also modify, create derivative works, create works of authorship similar to your own adaptations, derivative works, and modifications of:

 

Any TW 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 Time Wanderer

or its affiliates or licensees in connection with their use of any TW 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 TW 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 TW Trademarks belonging to Time Wanderer. Without our written permission, you may not use any TW Trademarks

for any Commercial Use, including to register any domain names or social media accounts using any TW Trademarks. This includes any TW Trademarks that may be displayed or contained in any TW NFT Art

for your TW NFT (and you will need to modify the TW NFT Art to remove or obfuscate such TW Trademarks before making any Commercial Use of such TW NFT Art). You may not remove, delete or obscure any

trademark notice, copyright notice or other intellectual property notice in any TW NFT or TW NFT Art.

Transfer. The licenses granted above are non-transferable, except that if you sell or transfer your TW NFT, you will no longer be granted the foregoing licenses in the TW NFT Art, and such license will transfer

to the new owner of the TW NFT associated with such TW NFT Art. In connection with any sales, transfers or similar transactions of the TW NFTs, the transferee agrees that by purchasing, accepting, or otherwise

acquiring the TW NFT, they shall be deemed to accept the terms of this License.

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

Reservation of Rights. All rights in and to the TW NFT Art and any other intellectual property of Time Wanderer not expressly licensed herein are hereby reserved by Time Wanderer. All goodwill arising from any use

of the TW Trademarks will inure solely to Time Wanderer and its affiliates.

 

ADDITIONAL PROVISIONS

 

Additional Features. Time Wanderer may choose to make additional features, access, content, items or other benefits available to owners of TW NFTs (“Additional Features”).

Time Wanderer has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring an TW 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 TW NFTs or TW 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 Time Wanderer 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 TW NFT Art and shall cease all further use of the TW 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 Time Wanderer or you. Termination will not limit any of Time Wanderer’s 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 Time Wanderer but may not be assigned by you without the prior express written consent of Time Wanderer.

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.