Chromie Squiggles NFT License

This License Agreement (the “License”) for Chromie Squiggles™ has been prepared to identify, and to help clarify, the rights and uses that the current owner (the “Owner,” “You,” or “Your”) of each authentic, non-fungible token minted as a Chromie Squiggle by Author (defined below) or with Author’s permission, and as recorded on the applicable blockchain recognized by Author (each such individual non-fungible token, a “Squiggle NFT”) is permitted to undertake using the artistic output (each, a “Squiggle”) that is created in the minting of a Squiggle NFT.

Based, in part, on a license created by Dapper Labs Inc. (“DLI”) which was intended as an open- source resource for the wider community to encourage adoption of the ERC-721 standard (the “DLI License”), this License is designed to provide the same substantive rights as contained in the DLI License, while also promoting the transparent ethos of our community by incentivizing the disclosure of permitted commercial uses of Squiggles through a system that rewards an Owner for the pre-emptive registration of projects that include the reproduction of any Squiggle.

Like the DLI License, nothing in this License gives an Owner or any third party any rights in or to the names, marks, or logos of Chromie Squiggles or Erick Calderon a/k/a Snowfro (the Author of the Squiggles; hereafter “Author,” “We,” “Us”), all of which are expressly reserved (and please reach out, as directed below, if You have any questions about the scope of the License or the use of any Squiggle).

Author owns all intellectual property rights (including copyright, trademark, service marks, logos, moral rights, etc.) in and to Chromie Squiggles™ and in each Squiggle (collectively, the “Squiggles IP”). The rights that any Owner has in and to a Squiggle are limited to those described in this License. Author reserves all rights in and to the Squiggles that are not expressly granted in this License. If You are not the current owner of a Squiggle NFT that is linked to a Squiggle, no rights to exploit or otherwise use any Squiggle are permitted under this License or otherwise (including even if You were the previous owner of a Squiggle NFT, as the rights under this License to reproduce a Squiggle cease the moment an Owner transfers that Squiggle’s NFT to another person or entity).

a. General Permitted/Encouraged Uses. In keeping with the DLI License, and subject to an Owner’s continued compliance with the terms of this License, Author grants each Owner a limited, worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the individual Squiggle actually associated with Your Squiggle NFT, solely for the following purposes: (i) for Your own personal, non-commercial use (such as using as a screensaver or background, or posting on Your social media accounts, so long as the post does not seek or imply any product promotion); (ii) when storing or offering Your Squiggle NFT for sale on a marketplace that permits the purchase and sale of Squiggle NFTs, provided that the marketplace cryptographically verifies each Owner’s rights to display the Squiggle connected to the Squiggle NFT to ensure that only the actual Owner can display the Squiggle; or (iii) as part of a third-party website or application that permits the inclusion, involvement, or participation of Squiggle NFTs, provided that the website/application cryptographically verifies each Owner’s ownership of the Squiggle connected to Squiggle NFT to ensure that only the actual Owner can display the Squiggle. The foregoing License is not sub-licensable except as expressly required for Owner to fulfill the purposes of the License.

b. Squiggle Loans to Art Exhibitions: Owners are also permitted and, in fact, encouraged to ‘loan’ their Squiggles to museums and non-profit arts organizations for display in exhibitions that promote the public and scholarly recognition of generative and other digital art. In connection with such ‘loans’ (and whether or not such ‘borrowing’ institutions actually use casting devices or similar blockchain-connected display devices), each Owner may automatically sublicense the Squiggle(s) they own, and such ‘borrowing’ institutions may use such Squiggle(s) (hereafter, the “Loaned Squiggles”) in accordance with permitted uses set forth in subparagraph a. above (in each case if and as applicable), as well as for non-commercial, archival, and educational purposes (including without limitation reproduction of Loaned Squiggle(s) in the catalogue(s) and other didactic material associated with an exhibition in which such Loaned Squiggle(s) are included].

c. Limited Commercial Use. In keeping with the spirit and intention of the DLI License, and subject to (i) the earning increase available to those Owners who pre-register their Commercial Use (defined below) in accordance with subparagraph e. below, and (ii) an Owner’s continued compliance with the terms of this License, including the disclosure obligations and the “Restrictions and Limitations on Uses,” Author grants each Owner a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, license to use, copy, and display the Squiggle for Your Squiggle NFT(s) for the purpose of commercializing only Your own Merchandise (as that term is defined below) that includes, contains, or consists of the Squiggle (“Commercial Use”), subject to the following limitations:

d. Restrictions and Limitations on All Uses. You agree that You may not, nor permit any third party to do or attempt to do, any of the foregoing without Author’s prior express written consent in each case: (i) modify any Squiggle in any way, including, without limitation, cropping or otherwise altering in any manner a Squiggle or any aspect of a Squiggle, including, without limitation, the shapes, designs, attributes, or color schemes; (ii) use a Squiggle to advertise, market, or sell any third-party product or service, or otherwise in connection with any third-party product or service, including in any way that indicates, suggests, or implies an endorsement by Author of any of the foregoing; (iii) use a Squiggle in connection with images, videos, or any other content or media that depicts hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech, that does not reflect the inclusive community that Chromie Squiggles™ seeks to foster, or that otherwise infringes upon the rights of others; (iv) use any Squiggle in movies, videos, or other media or as the basis for the creation of any other derivative work except solely for Your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of a Squiggle, except as expressly permitted above; (vi) attempt to trademark, copyright, or otherwise acquire any intellectual property rights in or to any Squiggle or Squiggle NFT; or (vii) otherwise utilize the Squiggle for Your or any third party’s commercial benefit. This restriction will remain in place during the entirety of an Owner’s ownership of a Squiggle NFT, and will survive the expiration or termination of this License.

e. Transparency & Reporting of Commercial Uses. In order to ensure, and promote, the proper use of all Squiggles, all permitted commercial uses of Squiggles (as identified above), it is recommended that such uses be registered with Author by completing the form located at https://squiggledao.com/squigglelicense/apply, prior to making any Squiggle subject to Commercial Use. To incentivize and promote the transparent disclosure of permitted Commercial Uses of Squiggles, subject to compliance with the restrictions identified above, the Owner of any Squiggle NFT who pre-registers the permitted Commercial Use of the Squiggle in accordance with this License will be entitled to retain the enhanced amount of up to Two Hundred and Fifty Thousand United States Dollars ($250,000), or its equivalent, a year. Owners are not permitted to exceed the gross revenue limitations (either $100,000 for unregistered uses or $250,000 for pre- registered uses), without Author’s prior written permission.

f. Registering Interest in Commercial Exploitation Opportunities. Any Owner who is interested in exploring opportunities to commercialize the Squiggle associated with Your Squiggle NFT (or who has received an offer or request from a third-party which requires the Author’s express written consent to use or license the Squiggle) should complete and submit the form available at https://squiggledao.com/squigglelicense/apply, identifying Your interest in making Your Squiggle available for such Commercial Use. The terms of any such license, will be subject to mutual approval by Owner and Author. Similarly, any third-party that is interested in acting as a vendor for the authorized reproduction of Squiggles (in merchandise such as t-shirts or hats, or in digital frames or other means of physically displaying a Squiggle), please contact us at https://squiggledao.com/squigglelicense/apply. Approved vendors will be required to (1) confirm that any person or entity seeking to reproduce a Squiggle is the current Owner of that Squiggle NFT, and (2) demonstrate that the reproductions will be of an acceptable quality and will not modify, crop (except to fit the dimensions of the object that the Squiggle is being reproduced on, but not to alter the content such that the original intent or visual effect of the Squiggle is changed or compromised), or otherwise alter the Squiggle without Author’s prior, written permission.

The license granted above applies only to the extent that You continue to be the Owner of the applicable Squiggle NFT. If at any time You sell, trade, donate, give away, “burn,” transfer, or otherwise dispose of Your Squiggle NFT for any reason, this License will immediately terminate with respect to the associated Squiggle without the requirement of notice, and You will have no further rights in or to that Squiggle. When the Artwork is legally transferred to a new Owner, as recorded on the applicable blockchain, the new Owner will thereafter be entitled to exercise the License set forth herein (as the same may be further revised), and references to “You” herein will thereafter be deemed to refer to the new Owner. If You exceed the scope of the License without entering into a broader license agreement with, or obtaining an exemption from, Author, You acknowledge and agree that: (i) You are in breach of this License; (ii) in addition to any remedies that may be available to Author at law or in equity, the Author may immediately terminate this License, without the requirement of notice to You; and (iii) You will be responsible to reimburse Author for any costs and expenses incurred by Author during the course of enforcing the terms of this License against You (including reasonable attorneys’ fees and fees incurred recovering any judgment against You).