LONELY LILY STUDIOS LLC

MASTER NFT LICENSE AGREEMENT

(Effective Upon Purchase or Transfer)

1. DEFINITIONS

1.1 “Company” means Lonely Lily Studios LLC, a Wyoming limited liability company.

1.2 “Collection” means any NFT collection created, minted, or released by the Company, including but not limited to generative series, one-of-one works, animated works, and future releases.

1.3 “NFT” means a non-fungible token minted by the Company on the Ethereum mainnet blockchain associated with a specific Artwork within a Collection.

1.4 “Artwork” means the specific visual or audiovisual file associated with a particular NFT.

1.5 “Base Character” means the underlying character identity, including but not limited to frogs, pigs, flys, bears, raccoons, ghosts, gnomes, geckos, wolves, beavers, chickens, or other characters created by the Company, including their core design, anatomy, likeness, personality, traits, and lore.

1.6 “Licensed NFT” means the specific NFT owned by the Holder.

1.7 “Holder” means the verified owner of the NFT as reflected by blockchain record.

1.8 “Gross Revenue” means total revenue before deduction of taxes, fees, expenses, or costs.

1.9 “Commercial Use” means any use intended for monetization, financial gain, business activity, or revenue generation.

2. OWNERSHIP OF INTELLECTUAL PROPERTY

2.1 Company Ownership

The Company retains all right, title, and interest in and to:

• All copyrights in the Artwork and Base Characters

• All Base Characters and derivative designs

• Collection names

• Company name

• Logos and trademarks (registered or unregistered)

• Storylines, lore, and fictional universes

• Smart contracts

• Metadata

• Source files, layered files, animation file

• Trade dress and brand identity
  
  

2.2 No Assignment

Ownership of an NFT does not transfer copyright, trademark, or any intellectual property ownership.

2.3 Reservation of Rights

All rights not expressly granted are reserved by the Company.

3. LICENSE GRANT

Subject to compliance with this Agreement, Company grants Holder a:

• Limited

• Non-exclusive

• Non-transferable (except upon NFT sale)

• Revocable

• Worldwide

• Ongoing Commercial License
  
  

To use, display, and commercially exploit the specific Artwork associated with the Licensed NFT.

This license remains valid only while Holder owns the NFT.

4. COMMERCIAL USE RIGHTS (UNDER $300,000)

Holder may commercially exploit the Licensed NFT provided:

• Gross Revenue does not exceed $300,000 USD per calendar year per legal entity

• Revenue from multiple NFTs under the same legal entity is aggregated

• NFT resale proceeds are excluded

• The cap resets January 1 each year

• Holder provides documentation upon reasonable request
  
  

Failure to provide documentation constitutes material breach.

5. REVENUE THRESHOLD GOVERNANCE (OVER $300,000)

If Gross Revenue exceeds $300,000 in any calendar year, Company retains unilateral discretion to:

• Require advisory oversight

• Establish brand approval authority

• Require creative review

• Negotiate royalty participation

• Negotiate equity participation

• Enter joint venture or co-venture agreement

• Assume operational control

• Revoke Commercial Use rights exceeding the threshold
  
  

Nothing obligates Company to enter into partnership.

6. CHARACTER AND TRAIT RESTRICTIONS

6.1 Entire Character Requirement

Commercial use must include the complete character as rendered in the Licensed NFT.

6.2 Prohibited Uses

Holder may NOT:

• Extract individual traits

• Isolate facial components or body parts

• Use silhouette alone

• Modify the full character

• Redraw the complete character

• Create full-character derivatives

• Animate new versions of the complete character

• Train artificial intelligence models using the full character

6.3 Partial Use

Background elements may be used commercially.
Partial reinterpretations not recreating the full character may be permitted at Company’s sole discretion.

7. PROHIBITED COMMERCIAL USES

Holder may not use the Licensed NFT in connection with:

• Cryptocurrency tokens

• Financial securities

• Gambling products

• Adult content

• Political endorsements

• Hate speech

• Defamatory or unlawful material
  
  

8. TRADEMARK AND BRAND RESTRICTIONS

Holder receives no rights to:

• Company name

• Collection names

• Logos

• Brand marks

• Slogans

• Trade dress

• Domains

• Social handles
  
  

Holder may not:

• Register confusingly similar business names

• Register domain names incorporating official marks

• Imply official affiliation
  
  

9. TRANSFER OF NFT

Upon sale or transfer:

• License automatically terminates for prior Holder

• All Commercial Use must cease immediately

• License transfers to new lawful Holde
  
  

Existing inventory must cease distribution unless authorized in writing by the new Holder and not infringing Company IP.

Company may blacklist wallets in breach.

10. ENFORCEMENT

Company retains exclusive enforcement authority and may:

• Issue DMCA takedowns

• Issue cease & desist letters

• Enforce globally

• Pursue damages
  
  

Holder may not independently assert ownership over Base Character IP.

11. TERMINATION

Company may terminate for:

• Breach

• Fraudulent reporting

• Revenue threshold violation

• Reputational harm

• Prohibited use
  
  

Termination results in immediate cessation of Commercial Use.

12. DISCLAIMER

NFTs are provided “as is.”
Company makes no guarantees regarding value, utility, or ecosystem development.

13. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Company shall not be liable for indirect, incidental, or consequential damages.

14. GOVERNING LAW & DISPUTE RESOLUTION

Governing Law: State of Wyoming
All disputes resolved by binding arbitration in Wyoming.
Each party bears its own legal fees.

15. SEVERABILITY

If any provision is unenforceable, remaining provisions remain in effect.

16. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between Company and Holder regarding NFT IP rights.