END USER LICENCE AGREEMENT (EULA)

FOR DIGITAL TOKEN AND DIGITAL COLLECTIBLES (“DIGITAL GOODS”)

Company: Asprey Studio Limited
Location: 34/36 Bruton Street, London W1J 6QX
Incorporated Address: 4 Vencourt Place, London W6 9NU

1. Introduction

This End User Licence Agreement (“Agreement”) is a legal contract between you ("End User", "you") and Asprey Studio Limited ("Licensor", "we", "our", "us"), governing your use of digital tokens (the “Digital Token”) and any associated digital artworks, media, or content (the “Digital Collectible”) (together the “Digital Goods”)

By purchasing, accessing, or otherwise using the Digital Token or Digital Collectible, you agree to be bound by the terms of this Agreement. If you do not agree to this Agreement, you must not use the Digital Token or Digital Collectible

2. Limited Licence to the Digital Goods

2.1 Digital Token and Digital Collectible Separation

The Digital Token is separate from the Digital Collectible and any associated physical item. Ownership or control of the Digital Token entitles the End User only to a limited licence to the Digital Collectible, as described herein. It does not confer any ownership rights or intellectual property rights in the associated Digital Collectible or any physical item.

2.2 Grant of Limited Licence

While the End User holds a Digital Token, the Licensor grants a limited, non-exclusive, revocable, non-transferable (except as expressly stated herein), and non-sublicensable licence to access, view, and use the associated Digital Collectible for personal, non-commercial use within the applicable platform (“Licensed Platform”).

This licence excludes any End User who acquired the Digital Token via illegal or unauthorised means or in any manner not permitted hereunder. End Users are similarly granted a non-exclusive, revocable, non-transferable, and non-sublicensable licence to access and use the Licensed Platform for personal, non-commercial use as permitted hereunder. Except as expressly granted in this End User Licence Agreement, all rights are reserved by the Licensor and its licensors.

2.3 Restrictions on Use

End Users may not, without prior written consent of the Licensor:

Modify, extract, or create derivative works of any Digital Goods or the Licensed Platform (each individually and collectively, Licensed Products);
Use the Licensed Products for commercial purposes;
Use the Licensed Products in video, games, or similar media, unless expressly allowed;
Use the Licensed Products in a way that infringes laws, violates Licensor’s policies, or damages Licensor’s reputation and its licensor’s reputation;
Attempt to acquire intellectual property rights in or to the Licensed Products;
Create, market or sell fractional interests in the Digital Tokens or Digital Collectibles;
Circumvent or disable any security or licence mechanisms in connection with the Licensed Products;
Use any portion of the Licensed Products in connection with any generative AI tools.

2.4 Termination of Rights

Your rights under this Agreement will terminate automatically and without notice if you breach any term herein or cease to possess the relevant Digital Token.

2.5 Modification or Removal

Digital Collectibles may be modified (for example but not limited to adding animation) or removed from the Licensed Platform at the sole discretion of the Licensor or its licensors, including for technical, legal, or commercial reasons. There is no guarantee of ongoing access or support for any Digital Goods, and the End User assumes this risk. There is no guarantee that the Licensed Platform or any associated services will continue indefinitely.

3. Transfer of Digital Tokens

3.1 Conditions for Transfer

End Users may sell or transfer Digital Tokens solely via the Licensed Platform.

3.2 Licence Termination on Transfer

Upon transfer of the Digital Token, the licence granted to the original holder shall automatically terminate. The transferee will be granted a new licence under this Agreement, subject to acceptance of its terms.

3.3 No Guarantee of Resale

No representation is made regarding the re-saleability or liquidity of any Digital Token or Digital Collectible. The secondary market may not exist or function as expected

4. Royalties on Secondary Sales

4.1 Royalties

Digital Tokens may be subject to royalty fees on initial and secondary sales. These royalties compensate the Licensor and its licensors and may be embedded within the smart contract or platform functionality. These royalties may be deducted from the sale price of secondary sales.

4.2 Circumvention Prohibited

End Users shall not bypass, disable, or attempt to avoid payment of royalties by transacting outside approved platforms or by conducting off-chain payments.

5. Disclosures and Risk Acknowledgements

5.1 No Investment Advice or Financial Guarantees

Digital Goods are offered solely for personal enjoyment. They are not securities (as defined under securities laws of the USA) and are not intended for investment or speculative use. The value of Digital Goods is not guaranteed and may fluctuate or fall to zero.

5.2 No Ownership Interest

Purchase or acquisition of the Digital Goods does not entitle the holder to equity or ownership interest in any entity, project or endeavour.

5.3 No Pooled Funds or Promised Utility

Funds received are not pooled for any purpose and do not influence future functionality, utility, or development.

5.4 Acknowledged Risks

The End User acknowledges and accepts the following risks:

Theft, fraud, or security breaches by malicious or bad users;
Legal or regulatory changes impacting use, transfer, or value;
Market volatility, competition, and speculative behaviour;
Licensor ceasing operations or support;
Global and virtual economic events impacting digital assets;
New technologies replacing NFTs or reducing market interest;
Time-limited or conditional ownership benefits that may expire or change.

6. Governing Law and Jurisdiction

6.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

6.2 Jurisdiction

The courts of Los Angeles County, California shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

7. Arbitration and Class Action Waiver

7.1 Arbitration

Except for disputes concerning intellectual property rights, any disputes arising from this Agreement shall be resolved by binding arbitration under the rules of a recognised arbitration body (e.g., LCIA), to be agreed by the parties.

7.2 Class Action Waiver

Disputes will be resolved on an individual basis only. Class actions, class arbitrations, and collective proceedings are expressly prohibited.

7.3 Third-Party Enforcement

The Licensor’s licensors shall have the right to enforce the terms of this Agreement directly.

8. Intellectual Property Notices

All intellectual property rights in and to the Digital Collectibles remain the property of the Licensor or its licensors.

9. Agreement Acknowledgement

By acquiring, accessing, or using any Digital Token or associated Digital Collectible, you confirm that you have read, understood, and agree to be legally bound by this Agreement.