License

1. OWNERSHIP OF CONVEX NFTS AND ARTWORK.

Each CONVEX NFT is a limited-edition digital asset that embodies or includes certain artwork owned or created by Convex (the “Artwork”). You acknowledge and agree that Convex Research Inc. (“Convex”) owns all legal right, title and interest in and to the Artwork, and all intellectual property rights therein. CONVEX NFTs may also incorporate one or more elements of Convex’s trademarks and branding (the “Brand”). Each CONVEX NFT is a non-fungible token hosted on the Ethereum blockchain, ownership of which can be transferred through gift, purchase, or sale. The Artwork is neither stored nor embedded in the CONVEX NFT, but is accessible through the CONVEX NFT. Although the CONVEX NFT itself is owned by its then-current owner, the Artwork embodied thereby and any brand incorporated therein or used therewith is licensed, pursuant to the terms of this agreement, and not transferred or sold, to such owner. “Own” means, with respect to a CONVEX NFT, a CONVEX NFT that you have rightfully and lawfully purchased or acquired from a legitimate source, where proof of such purchase or acquisition is recorded on the relevant blockchain. The rights that you have in and to the Artwork are limited to those expressly stated in the paragraph immediately below. Convex and its licensors reserve all rights in and to the Artwork and Brand not expressly granted to you herein.

2. LICENSES.

Subject to your lawful purchase or acquisition of a CONVEX NFT and your continued compliance with this Agreement, Convex grants you a worldwide, non-exclusive, revocable, royalty-free license, with no right to sub-license, (a) to display the Artwork and any Brand embodied by your CONVEX NFTs, solely for the following purposes: (i) for your own personal, non-commercial use (e.g., display in a virtual gallery, on a mobile device, as an avatar, or in your home); (ii) through or as a part of a marketplace that permits the purchase and sale of your CONVEX NFTs in connection with such potential purchase or sale, provided that the marketplace cryptographically verifies rights to ensure that only the actual owner can offer a CONVEX NFT for sale; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your CONVEX NFTs, provided that the website/application cryptographically verifies rights to ensure that only the actual owner can display the CONVEX NFT; and (b) to access certain limited features or exercise certain privileges on or through Convex website and/or mobile application(s) (collectively, the “Convex Digital Properties”), in each case in accordance with the functionalities of such Convex Digital Properties and as may be modified by Convex from time to time in Convex’s sole discretion. Convex provides the CONVEX NFT, licenses the Artwork and Brand to the owner of the CONVEX NFT, and provides the Convex Digital Properties on an “AS IS” basis, and expressly disclaims any warranties or conditions of any kind, either express or implied, including, without limitation, any warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose. The license to display the Artwork and any Brand embodied by the CONVEX NFT is automatically and always transferred with the NFT as provided below. Otherwise the license to display the Artwork and any Brand embodied by the CONVEX NFT is non-transferable.

3. RESTRICTIONS.

You agree that you will not, nor will you permit any third party to, do or attempt to do any of the following without Convex’s express prior written consent in each case: (i) modify, distort or perform any other change to the Artwork or Brand embodied by your CONVEX NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Artwork or Brand embodied by your CONVEX NFTs as a brand or trademark or to advertise, market, or sell any product or service (other than an authorized offering of the CONVEX NFT itself); (iii) use the Artwork or Brand embodied by your CONVEX NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others or promote illegal activities; (iv) use the Artwork or Brand embodied by your CONVEX NFTs in movies, videos, or any other forms of media, 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 the Artwork or Brand embodied by your CONVEX NFTs; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork or Brand embodied by your CONVEX NFTs; (vii) use the Artwork or Brand embodied by your CONVEX NFTs in connection with defamatory or dishonest statements about Convex and/or its affiliated companies or which otherwise damage the goodwill, value or reputation of Convex or represent or imply that your exercise of the licenses granted hereunder is endorsed by Convex and/or its affiliated companies; or (viii) otherwise utilize the Artwork Brand embodied by your CONVEX NFTs for your or any third party’s commercial benefit (other than an authorized offering of the CONVEX NFT itself). These restrictions will survive the expiration or termination of licenses granted hereunder. Without limiting the foregoing, the license granted by this Agreement does not include: (i) the right to use the Artwork or Brand in connection with additional NFTs; or (ii) the right to create derivative works of the Artwork. You may not use or attempt to register any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any Artwork, Brand, or any other representation, name or mark that may be confusingly similar to any of Convex’s intellectual property.

4. TRANSFERRING YOUR CONVEX NFT.

You may transfer any CONVEX NFT that you lawfully own to a third party, subject to this Agreement. After any such transfer, your licenses to the Artwork and Brand will immediately terminate. Your licenses will also immediately terminate if you breach this Agreement. If you transfer any CONVEX NFT, you must make the transferee aware of, and you must cause any such transferee to agree in writing to comply with and be bound by, this Agreement. You acknowledge and agree that any transfer of this CONVEX NFT, by you or by the then-current owner, is subject to a fee payable to Convex equal to 15% of the total consideration paid for the CONVEX NFT in connection with any such transfer.