TERMS AND CONDITIONS FOR YXUNGSNEAKS NFT COLLECTION (SEASON 1)

These Terms and Conditions (“YxungSneaks Terms”) are a binding contract between you, the purchaser and/or holder of a YxungSneaks NFT Collection (Season 1) NFTs (as defined below, hereinafter referred to as “YXS (Season 1) NFTs”) (“you,” “You,” or “YXS NFT Holder”) and Madeium, Inc. and its affiliates (collectively, “Madeium,” “us,” or “we”).

These YxungSneaks Terms, together with Madeium’s Digital Marketplace Terms and Conditions, Privacy Notice and website Terms of Use, govern your rights regarding and use of the YxungSneaks (Season 1) NFTs.

In the event of any inconsistency, conflict or ambiguity as to the rights and obligations of the parties under this Agreement and any other agreements, terms and conditions or terms of use, the terms of this Agreement shall control and supersede any such inconsistency, conflict or ambiguity.

1. Definitions

  1. “YXS NFT Collection (Season 1) NFTs” (or “YXS (Season 1) NFTs”) shall mean and refer to non-fungible tokens that are launched in Season 1, beginning on December 1, 2022, and which include the Unclaimed YXS AvatarNFT, Claimed AvatarNFT, and YXS SneakerNFT, as well as its in-real-life twin, YXS IRL Sneakers (as each of those terms are defined below). Season 1 shall begin on December 1, 2022 and last until the final product is delivered to NFT owners.
  2. “Unclaimed YXS AvatarNFT” shall mean and refer to a non-fungible token with trait version Avatar_v.1.0 and which corresponds to a YxungSneaks Avatar that has one sock and one sneaker. (See Appendix, Top Image). This indicates that the token has not yet been claimed for an IRL YXS Sneakers, SneakerNFT, and Claimed YXS AvatarNFT (Avatar_v.1.1).
  3. “Claimed YXS AvatarNFT” shall mean and refer to a non-fungible token with trait version Avatar_v.1.1 and which corresponds to a YxungSneaks Avatar that has two sneakers. (See Exhibit 1, Middle Image). This indicates the token has already claimed the IRL YXS Sneakers and SneakerNFT and is an updated version of the Unclaimed YXS AvatarNFT (Avatar_v.1.0).
  4. “YXS SneakerNFT” shall mean and refer to a non-fungible token that corresponds to the pair of YxungSneaks sneakers worn by a Claimed YXS Avatar NFT (Avatar_v.1.0). The YXS SneakerNFT is intended to be the “digital twin” of the wearable IRL YXS Sneakers. This “digital twin” is intended to connect these real-world products using IoT technology via the NFT and uses blockchain technology to authenticate both the real-world product and digital YXS sneakers worn by the Claimed YXS AvatarNFT (Avatar_v.1.1) (See Exhibit 1, Middle Image).
  5. “IRL YXS Sneakers” shall mean and refer to a physical, wearable pair of sneakers corresponding to the YxungSneaks sneakers identified via the YXS SneakerNFT. (See Exhibit 1, Bottom Image). IRL YXS Sneakers are physical, wearable, real-world sneakers. This experimental footwear, which may include 3D-printed components, is NOT tested or designed for sport performance or athletic use. IRL YXS Sneakers for the YxungSneaks NFT Collection (Season 1) refers to one of three YxungSneaks sneaker designs, the Proto 001, Proto 002, or Proto 003, with design and colorway you receive based on your YXS SneakerNFT.
  6. “Claimed YXS AvatarNFT Digital Files” shall mean and refer to any 2D, 3D, or other electronic files that correspond to and may be used to generate digital images, products, and/or experiences. The Claimed YXS AvatarNFT Digital Files are digital files that correspond to and may be used to generate images of the Claimed YXS AvatarNFT with a pair of sneakers on foot. (See Exhibit 1, Middle Image).
  7. “YXS SneakerNFT Digital Files” shall mean and refer to any 2D, 3D, or other digital files that correspond to and may be used to generate images, product, experiences, and cyber-wearables. The YSX SneakerNFT Digital Files are electronic files that correspond to and may be used to generate images, product, and experiences with the pair of YxungSneaks sneakers identified by and corresponding to the YXS SneakerNFT. For avoidance of doubt, because the YXS SneakerNFT Digital Files are digital artwork, the images, renderings, and experiences corresponding to the YXS SneakerNFT are artistic renderings and not “perfect” representations of the IRL YXS Sneakers.
  8. YXS ApparelNFT – shall mean and refer to a non-fungible token that corresponds to a Regular Ruben YXS Jacket worn by a Claimed YXS Avatar NFT (Avatar_v.1.0). There are three (3) Regular Ruben YSX Jackets in the YXS NFT Collection (Season 1). Each is a 1:1 unique colorway of the same jacket design. The YXS ApparelNFT is intended to be the “digital twin” of the wearable IRL YXS Apparel. This “digital twin” is intended to connect these real-world products using IoT technology via the NFT and uses blockchain technology to authenticate both the real-world product and digital YXS jacket worn by the Claimed YXS AvatarNFT (Avatar_v.1.1)
  9. IRL YXS Apparel shall mean and refer to a physical, wearable jacket corresponding to the Regular Ruben YXS Jacket identified via the YXS ApparelNFT. IRL YXS Apparel are physical, wearable, real-world jackets. IRL YXS Apparel for the YxungSneaks NFT Collection (Season 1) refers to one of three Regular Ruben YXS Jackets. Each is a 1:1 unique colorway of the same jacket design. The design and colorway you receive is based on your YXS ApparelNFT, if you have one.
  10. YXS ApparelNFT Digital Files – shall mean and refer to any 2D, 3D, or other digital files that correspond to and may be used to generate images, product, experiences, and cyber-wearables. The YSX ApparelNFT Digital Files are electronic files that correspond to and may be used to generate images, product, and experiences with the pair of Regular Ruben YXS Jacket identified by and corresponding to the YXS ApparelNFT. For avoidance of doubt, because the YXS ApparelNFT Digital Files are digital artwork, the images, renderings, and experiences corresponding to the YXS ApparelNFT are artistic renderings and not “perfect” representations of the IRL YXS Apparel.
  11. YXS TattooNFT shall mean and refer to a non-fungible token that corresponds to a tattoo design worn by a Claimed YXS Avatar NFT (Avatar_v.1.0). There is one (1) tattoo design in the YXS NFT Collection (Season 1). The YXS TattooNFT is intended to be the “digital twin” of the physical IRL YXS Tattoo. This “digital twin” is intended to match the digital tattoo design worn on the Claimed YXS Avatar NFT with a real-world tattoo to be applied to the body of its owner, at the owner’s option.
  12. IRL YXS Tattoo shall mean and refer to a physical, real-world tatoo corresponding to the tattoo identified via the YXS TattooNFT. The IRL YXS Tattoo refers to one tattoo that will be given to the owner of the YXS AvatarNFT with this unique trait, at the owner’s option.

2. The Claiming and Redemption Process.

  1. Original Mint and Sale. 6,666 Unclaimed YXS AvatarNFTs (Avatar_v.1.0) will be minted by Madeium, Inc. and listed for consumer purchase at an original list price of $666 USD and purchasable with cryptocurrency equivalents in Ether or Ape Coin. Purchaser pays original gas fee, then does not pay shipping costs or additional gas fees associated with burning, replacing, and minting new NFTs directly to your wallet for YXS Season 1 claims. The below described claiming and redemption process, as well as any shipping costs for IRL YXS Sneakers that are shipped to the owner.
  2. Redemption.

    Right to Claim. The owner of any Unclaimed YXS AvatarNFT (Avatar_v.1.0) may claim updated NFTs via the Madeium Digital Marketplace (market.madeium.com) in accordance with the listed instructions and redemption procedures, Madeium’s Digital Marketplace Terms and Conditions, Privacy Notice and website Terms of Use.

    The Burn and Replace. Upon claiming, the Unclaimed YXS AvatarNFT (Avatar_v.1.0) is “burned” (i.e., taken away from the owner and removed from circulation) and “replaced” by providing to the owner two new NFTs, the Claimed YXS AvatarNFT (Avatar_v.1.1) and a Gen 1 SneakerNFT, as well as an IRL YXS Sneaker.

    If your Claimed YXS AvatarNFT includes rights to an YXS ApparelNFT, you will also receive the corresponding IRL YXS Apparel.

    If your Claimed YXS AvatarNFT includes rights to an YXS TattooNFT, you will also receive rights to receive the corresponding IRL YXS Tattoo.

    Any additional gas fees for the burn and replace are included in original purchase.

    Delivery. The Claimed YXS AvatarNFT (Avatar_v.1.1), YXS Gen 1 SneakerNFT, YXS ApparelNFT, and YXS TattooNFT will be minted to the same wallet address (with gas fees covered) that was holding the Unclaimed YXS AvatarNFT and triggered the claim process at market.madeium.com. The IRL YXS Sneakers and IRL YXS Apparel will be shipped to the physical address provided by the owner at no additional shipping cost. IRL YXS Tattoo will be coordinated with the local tattoo artist of your choosing.

3. IP and Commercialization Rights.

The intellectual property rights and rights to commercialize your NFTs and any related wearable products depend on the specific type of NFT you own, and are set forth in this section, as follows:

  1. Unclaimed YXS AvatarNFT:

    The owner of any Unclaimed YXS AvatarNFT shall have the following rights:

    Sale. You own your Unclaimed YXS AvatarNFT, and it may be sold to another party on Ethereum and within the market.madeium.com site.

    Personal Use Display License. Madeium grants You the exclusive, worldwide limited personal use license to publicly display and distribute the Unclaimed YXS AvatarNFT, and to sublicense those rights to third parties. For avoidance of doubt, the owner of any Unclaimed YXS AvatarNFT (Avatar_v.1.0) may use and display the corresponding avatar but does not have the right to create derivative works or otherwise commercialize the Unclaimed YXS AvatarNFT wearing only one sneaker and one sock.

  2. Claimed YXS AvatarNFT

    The owner of any Claimed YXS AvatarNFT shall have the following rights:

    Sale. You own your Claimed YXS AvatarNFT, and it may be sold to another party on Ethereum and within the market.madeium.com site.

    Commercial Use License. Madeium grants You the exclusive, worldwide right to publicly display and distribute that Claimed YXS AvatarNFT (Avatar_v.1.1), and to sublicense those rights to third parties.

    Digital Files for Metaverse Use of Avatar. As soon as practicable, Madeium will provide each owner of a Claimed YXS AvatarNFT with the related Claimed YXS AvatarNFT Digital Files for use online, gaming, or in the metaverse and grants you a license to use the non-branded Claimed YXS AvatarNFT Digital Files for that purpose. For avoidance of doubt, there are no restrictions on how you use these files. For example, you may import avatars into third-party environments and/or wear your cyber-wearables on third-party avatars if you own the authentic NFT.

    IP Commercialization Rights. The owner of any Claimed YXS AvatarNFT (Avatar_v.1.1) shall also have IP commercialization rights to create derivative works from the Claimed YXS AvatarNFT and to license Claimed YXS AvatarNFT and any such derivative works to third parties. Should You license Your non-branded Claimed YXS AvatarNFT or any derivative work of Your Claimed YXS AvatarNFT to a third party, You shall pay to Madeium, Inc., a royalty of 7% of net revenues for the licensed product or service which also includes creator royalties.

  3. The YXS SneakerNFT that you receive when you redeem Your Claimed AvatarNFT (as described above per Avatar_v.1.1) is designated “Generation 1” or “Gen 1.”

    Sale. You own your YXS SneakerNFT, and it may be sold to another party on Ethereum and within the market.madeium.com site.

    Commercial Use License. Madeium grants You the exclusive, worldwide right to publicly display and distribute that YXS SneakerNFT, and to sublicense those rights to third parties.

    Digital Files for Metaverse Use of Sneakers. As soon as practicable, Madeium will provide each owner of a Gen 1 YXS SneakerNFT with the related YXS SneakerNFT Digital Files for use online or in the metaverse and grants you a license to use the YXS SneakerNFT Digital Files to use those files for that purpose. For avoidance of doubt, there are no restrictions on how you use the corresponding digital sneakers, and they may be worn by a YxungSneakers avatar or a third-party avatar. However, because the image corresponding to the YXS SneakerNFT is the digital twin of the IRL YXS Sneaker, the image of the sneaker itself may not be modified or changed or used to create derivative works.

    Gen 1 YXS SneakerNFT Owner’s Right for Demand Sales of Gen 2 YXS SneakerNFTs. After product delivery of Season 1, each Gen 1 YXS SneakerNFT provides its owner with the right to utilize the Madeium Digital Marketplace and Madeium Manufacturing, Inc. to list, sell, and manufacture on-demand up to ten (10) derivative copies of the Gen 1 YXS SneakerNFT and its corresponding Gen 1 IRL YXS Sneaker in accordance with the guidance and instructions posted on by Madeium on the Madeium Digital Marketplace site. Each derivative copy of the Gen 1 YXS SneakerNFT shall be referred to as a Gen 2 YXS SneakerNFT. Each Gen 2 YXS SneakerNFT provides its holder with the right to receive a corresponding Gen 2 YXS IRL Sneaker, which will be shipped to their address by Madeium when purchased. For avoidance of doubt, the Gen 2 YXS SneakerNFT does not provide its owner with any further rights to list, sell, or manufacture any additional SneakerNFTs or IRL YXS Sneakers.

    For original sale and minting, Owners may list for sale the Gen 2 YXS SneakerNFTs only through the Madeium Digital Marketplace. Madeium will not mint these NFTs, produce product, or complete any transactions until a buyer purchases the listed Gen 2 SneakerNFT.

    You are entitled to retain the Profits from sales of Gen2 YXS Sneaker NFTs and its corresponding Gen 2 IRL YXS Sneakers. Profits shall be calculated as the sales price less the cost of goods sold, as calculated by Madeium, Inc.

    Notwithstanding the foregoing, this section does not apply to any Gen 1 YXS SneakerNFT that corresponds to IRL YXS Sneakers that is based on a collaboration with Wicked Craniums, unless that third party provides it separate confirmation and consent.

  4. YXS ApparelNFT

    Three (3) of the Claimed AvatarNFTs in the YxungSneaks NFT Collection (Season 1) will include rights to also receive a YXS ApparelNFT. If your ClaimedAvatar (as described above per Avatar_v.1.1) is wearing a Regular Ruben YXS Jacket you will receive a YXS ApparelNFT when you redeem that Claimed AvatarNFT.

    Sale. You own your YXS ApparelNFT, and it may be sold to another party on Ethereum and within the market.madeium.com site.

    Commercial Use License. Madeium grants You the exclusive, worldwide right to publicly display and distribute that YXS YXS ApparelNFT, and to sublicense those rights to third parties.

    Digital Files for Metaverse Use of Apparel. As soon as practicable, Madeium will provide each owner of YXS ApparelNFT with the related YXS ApparelNFT Digital Files for use online or in the metaverse and grants you a license to use the YXS ApparelNFT Digital Files to use those files for that purpose. For avoidance of doubt, there are no restrictions on how you use the corresponding digital jackets, and they may be worn by a YxungSneakers avatar or a third-party avatar. However, because the image corresponding to the YXS ApparelNFT is the digital twin of the IRL YXS Apparel, the image of the jacket itself may not be modified or changed or used to create derivative works.

  5. YXS TattooNFT

    One (1) of the Claimed AvatarNFTs in the YxungSneaks NFT Collection (Season 1) will include rights to also receive a YXS TattooNFT. If your ClaimedAvatar (as described above per Avatar_v.1.1) has the YXS tattoo unique trait you will receive a YXS TattooNFT when you redeem that Claimed AvatarNFT.

    As stated above in Section 2, the YXS TattooNFT grants the owner of this NFT the right to get the real tattoo on their physical body to match the YXS tattoo on their Claimed Avatar. Madeium will work with you and your local tattoo artist and pay the tattoo artist for this tattoo at no additional cost to you.

Grantback License. All IP rights provided to You, include the following limited grant-back license, intended to allow YxungSneaks and Madeium to use the various avatar and sneaker images for marketing and advertising purposes: You grant to Madeium a limited license to publicly display and/or distribute the Unclaimed YXS AvatarNFT, the Claimed YXS AvatarNFT, the YXS SneakerNFT, the YXS ApparelNFT, the YXS TattooNFT, the IRL YXS Sneaker, the IRL YXS Apparel, the IRL YXS Tattoo, and any YXS SneakerNFT Digital Files, for purposes relating to marketing and advertising the YXS NFT Collection (Season 1) NFTs.

APPENDIX

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