[vc_row][vc_column][vc_column_text]These Digital Collectible Limited Commercial Use License Terms (“Terms”) are entered between RAP STAR HERO, Inc. (“RAP STAR HERO”) and any person or entity (“you”) who has

Acquired any non-fungible blockchain-based digital token (“NFT”) associated with RAP STAR HERO-Owned Content (as defined below), and
Registered for an account on the website (“Website”) operated by RAP STAR HERO and agreed to these Terms by clicking to indicate your acceptance of these Terms.
Each NFT is associated with certain digital works of authorship or other content, whether or not copyrighted or copyrightable, and regardless of the format in which any of the foregoing is made available (“Related Content”). Related Content is separate from the associated NFT, and is not sold or otherwise transferred to you but is instead licensed to you. A “Digital Collectible” consists of the applicable NFT originally acquired through the Website and the license rights for the Related Content.
The license rights described in these Terms are available only when all of the Related Content for a particular NFT is owned exclusively by RAP STAR HERO (“RAP STAR HERO-Owned Content”). The description on the Website of the applicable NFT or Digital Collectible will include information about whether the Related Content for that particular NFT or Digital Collectible is owned by RAP STAR HERO or a third party. If any of the Related Content for an NFT or Digital Collectible is owned by a third party then the license rights described herein are not available for that particular NFT or Digital Collectible.
Certain license rights with respect to RAP STAR HERO-Owned Content are set forth in separate terms that were agreed to by you at the time you acquired the applicable NFT (the “Digitable Collectible Terms”). A copy of the applicable Digitable Collectible Terms (RAP STAR HERO-Owned Content) can be found Digital Collectible Terms (RAP STAR HERO-Owned Content). By agreeing to these Terms, you acknowledge and confirm your agreement to the Digital Collectible Terms and certify that you are not in breach of any terms or conditions therein. Capitalized terms used and not otherwise defined in these Terms will have the meaning set forth in the Digital Collectible Terms. These Terms supplement and incorporate all non-conflicting terms and conditions of the Digital Collectible Terms. Any reference to these “Terms” includes any and all incorporated terms of the Digital Collectible Terms.
Subject to your compliance with these Terms, for as long as you own the applicable NFT, RAP STAR HERO grants you a limited, personal, non-exclusive, worldwide license under any copyright owned by the RAP STAR HERO in any RAP STAR HERO-Owned Content to:
Copy the Modified Content on to physical merchandise which physical merchandise shall not include any footwear or apparel (“Licensed Merchandise”),
Copy, display and perform the Modified Content for purposes of promoting and marketing the Licensed Merchandise, and
Distribute the copies of Modified Content printed on the Licensed Merchandise in connection with the sale of the Licensed Merchandise, including doing any of the foregoing for commercial purposes up to the dollar limitations set forth herein.
Prior to engaging in any activity licensed under these Terms, or entering into any agreement or transaction with a third party to do so, you must notify RAP STAR HERO by email at [email protected] . You will include in such notice the nature of the contemplated activity, the name of any counterparty to the agreement or transaction, the contact information for the counterparty, and a reasonably detailed description of the nature of the proposed agreement or transaction. You authorize RAP STAR HERO or its designee to contact the identified counterparty for purposes of verifying the information provided and your compliance with these Terms. Using generally accepted accounting principles (GAAP), you will track and record the total gross revenue (without any deductions) from all Licensed Merchandise that is sold or otherwise distributed by you or any third party (the “Total Proceeds”) as well as the total amount received by or owed to you in connection with such sales or distribution. You will make such records available to RAP STAR HERO or its designee from time to time upon request of RAP STAR HERO for purposes of verifying your compliance with these Terms. In no event may the Total Proceeds for all Licensed Merchandise exceed One Million US Dollars ($1,000,000) in aggregate. Once Total Proceeds has reached $1,000,000 you must notify RAP STAR HERO and all sales or other distribution of Licensed Merchandise must cease unless you and RAP STAR HERO have agreed in writing to the terms that will govern any future sales. Any amounts received by or payable to you related to any Licensed Merchandise or the exercise of your rights under these Terms that are not expressly permitted under these Terms will be immediately paid to RAP STAR HERO at the time received by you, including any amounts received after termination of any license rights under these Terms. In the event Licensed Merchandise has been manufactured that is not permitted to be sold or distributed pursuant to these Terms, you will consult with RAP STAR HERO on the manner in which any such Licensed Merchandise will be destroyed or otherwise disposed of and obtain RAP STAR HERO’s prior written approval before proceeding.
You may sublicense the any right to licensed hereunder to one or more third parties (each such third party to which you have granted a sublicense, a “Sublicensee”) solely for the purposes permitted herein and provided that in all such cases the Sublicensee does not provide products or services that compete with any product or service provided by RAP STAR HERO or any Affiliate of RAP STAR HERO, and the sublicense arrangement is documented pursuant to a written sublicense agreement that contains at least the following terms:
The sublicense will terminate immediately upon termination of the license granted to you under these Terms,
The sublicense rights may not be further sublicensed by the Sublicensee,
The Sublicensee is obligated to provide you with any information that you are obligated to provide to RAP STAR HERO under these Terms and to cooperate with RAP STAR HERO’s audit or other investigation of activities related to any Licensed Merchandise,
Disclaimers of representations and warranties, disclaimers of damages and limitations of liability in favor of RAP STAR HERO, indemnification by Sublicensee of RAP STAR HERO and other terms at least as protective of RAP STAR HERO as these Terms.
You will provide RAP STAR HERO with a copy of any such agreement upon request of RAP STAR HERO. You will ensure that each Sublicensee complies with these Terms and you will remain fully responsible and liable for all purposes under these Terms for any breach of these Terms by any Sublicensee or any act or omission of any Sublicensee as if such breach, act or omission had been done by you.
Section 4 sets forth all of your license rights hereunder with respect to any Related Content. There are no other license rights, whether express or implied, with respect to any of the Related Content or any derivative works thereof, and no license rights are granted under any patent, trademark, trade secret or other intellectual property or proprietary right other than any copyright owned or controlled by RAP STAR HERO. This is true even if exercise of any license rights granted herein would be prevented, frustrated or impaired without such a license. Without limiting the foregoing, in addition to any limitations set forth elsewhere in these Terms (excluding, for avoidance of doubt, the prohibitions in the Digital Collectible Terms on commercial use to the extent expressly authorized under these Terms but including all other limitations and restrictions that are do not conflict with these Terms) the licenses granted herein do not grant you the right to, and you will not, and you will not authorize, permit or assist any third party to:
Sell or distribute any merchandise or other product bearing any Modified Content if the merchandise or other product is or includes, in whole or in part, any footwear or apparel, or
Use any name, logo or other trademark of RAP STAR HERO or any Affiliate of RAP STAR HERO on any Licensed Merchandise, or otherwise do or say anything to indicate or imply that RAP STAR HERO or any of its Affiliates sponsors, promotes or endorses any Licensed Merchandise or provides any representations or warranties with respect to any Licensed Merchandise.
You will indemnify and hold harmless, and at RAP STAR HERO’s request defend, RAP STAR HERO from and against any and all claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with
Any breach of these Terms or unauthorized use of any RAP STAR HERO-Owned Content,
The design, manufacture, sale or other distribution or disposal of any Licensed Merchandise, or
Exercise of any license rights hereunder by you or any Sublicensee.[/vc_column_text][/vc_column][/vc_row]