License Agreement

Effective Date: This Agreement is effective immediately upon your acquisition of a Super Space Defenders Digital Collectible, regardless of the date of purchase or transfer.

Issued By: SpaceLabs

This NFT License Agreement (the “Agreement”) is made between SpaceLabs (“we,” “us,” or “our”), the company behind the Super Space Defenders brand and intellectual property (IP), and you (“you” or “your”), the owner of a Digital Collectible from the Super Space Defenders collections. By owning a Super Space Defenders Digital Collectible, you agree to this License Agreement.

1. Definitions

1.1 NFT (Non-Fungible Token): A unique blockchain-based token that certifies ownership of a specific digital asset. For purposes of this Agreement, NFTs refer to tokens associated with Super Space Defenders Artwork.

1.2 Digital Collectible(s): NFTs issued by SpaceLabs under the Super Space Defenders brand, which include associated digital artwork, metadata, and other visual elements.

1.3 Artwork: The digital art and visual components associated with a Digital Collectible from the Super Space Defenders collections.

1.4 Collections: Digital Collectible series developed under the Super Space Defenders brand, including but not limited to:

• Super Space Defenders
• Aurora Capsules
• Project Lucifer
• Interplanetary Gazette
• Fallen Soldiers

1.5 Brand Assets: The names, logos, trademarks, storylines, and other intellectual property belonging to the Super Space Defenders brand, managed by SpaceLabs.

1.6 Permitted Commercial Use: Use of the Artwork associated with your Digital Collectible for commercial purposes, up to a maximum of $100,000 USD (or equivalent in local currency) in gross annual revenue.

2. Ownership of the Digital Collectible

2.1 Your Rights: By owning a Digital Collectible, you own the blockchain-based NFT and the associated Artwork. Ownership of the Digital Collectible does not convey ownership of the Super Space Defenders IP, Brand Assets, or underlying creative works.

2.2 Our Rights:

• SpaceLabs retains all intellectual property rights to the Super Space Defenders brand, including Brand Assets, storylines, and creative works.
• SpaceLabs reserves the right to use any Artwork associated with the Super Space Defenders Digital Collectibles for commercial or promotional purposes without requiring approval from the Digital Collectible owner.

3. Your License

3.1 Personal Use: You may use, copy, and display the Artwork associated with your Digital Collectible for personal, non-commercial purposes.

3.2 Permitted Commercial Use: You are granted a limited license to use the Artwork associated with your Digital Collectible for commercial purposes, provided that:

• Your gross annual revenue from such use does not exceed $100,000 USD.
• For uses beyond this limit, you must obtain prior written approval from SpaceLabs.
• You ensure compliance with Section 4 (Brand Assets Usage).

3.3 Restrictions:

• You may not use the Artwork for any illegal, offensive, or defamatory purposes.
• You may not modify the Artwork in a way that misrepresents the Super Space Defenders brand or its IP.

4. Brand Assets Usage

4.1 Public Use: You are permitted to reference and display Super Space Defenders Brand Assets (e.g., logos, project names) for non-commercial purposes, such as showcasing your Digital Collectible.

4.2 Commercial Use: If you wish to use Super Space Defenders Brand Assets as part of a commercial venture involving the Artwork (e.g., merchandise, advertising, or media), you must obtain prior written approval from SpaceLabs.

4.3 Prohibited Uses:

• You may not use the Super Space Defenders name, logos, or storylines in a manner that implies endorsement, partnership, or ownership of the IP by you without express written consent.

5. SpaceLabs’ Rights to the Artwork

5.1 Commercial and Promotional Use: Space Labs retains the right to use the Artwork associated with your Digital Collectible for any purpose, including but not limited to:

• Marketing and promotion of the Super Space Defenders brand.
• Merchandise and product development.
• Integration into media, storylines, or other creative projects.

5.2 Compensation: At our discretion, Space Labs may provide compensation for the use of Artwork associated with your Digital Collectible. Such compensation may include:

• Limited-edition physical rewards.
• Unique prizes.
• Revenue shares or other rewards.

This compensation is not guaranteed and will be determined by SpaceLabs on a case-by-case basis.

6. Termination of License

6.1 This license is tied to your ownership of the Digital Collectible. If you transfer ownership of the NFT to another party, your rights under this Agreement will immediately terminate, and the new owner will be bound by its terms.

7. Disclaimer of Liability

7.1 SpaceLabs and the Super Space Defenders brand are not responsible for any losses, damages, or disputes arising from your use of the Digital Collectible or associated Artwork, including but not limited to losses caused by unauthorized third-party use.

7.2 The Digital Collectible and associated Artwork are provided "as is," without warranties of any kind, express or implied.

8. Governing Law

8.1 This Agreement shall be governed by and construed in accordance with the laws of the United States of America, without regard to its conflict of law principles. Any disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the federal or state courts within the United States.

9. Miscellaneous

9.1 SpaceLabs reserves the right to update or modify this Agreement at any time. Updates will be communicated to Digital Collectible holders through official channels.

9.2 If any provision of this Agreement is found to be unenforceable, the remainder shall remain in full force and effect.

By holding a Super Space Defenders Digital Collectible, you acknowledge and agree to the terms of this License Agreement.

For inquiries regarding larger commercial uses or other questions, please contact [email protected].