OOZ VRM

VRM End User License Agreement

Last Updated as of [September, 11, 2024]

This OOZ&mates VRM End User License Agreement is a binding agreement between you (the “Users” either as an individual or on behalf of an entity) and CRIPCO PTE. Ltd., including any of its affiliates to which rights or obligations under this Agreement are transferred and delegated (the “Company” or “CRIPCO,” “we,” or “us”). The purpose of this Agreement is to grant you specific rights and licenses to use “OOZ&mates” characters, which were created by IPX Corporation Co., Ltd (“IPX”). As the original creator and owner of the OOZ&mates, IPX has granted CRIPCO the rights to use these characters under a master license agreement. By clicking on the “ACCEPT” button below, or by downloading, copying, installing, accessing, or using any provided material (as defined below), you agree to all terms of this Terms. If you are agreeing on behalf of another person, company, or other legal entity, you represent and warrant that you have the authority to bind that person, company, or legal entity to this Terms. If you do not agree to all Terms, please do not download, copy, install, access, or use any provided material.

1. Definition

In this Terms, the meanings of the terms listed in the following items are as specified in the respective items.

• “3D Model” means a digital representation of a three-dimensional object, including but not limited to avatars, figures, or characters, that can be rendered and manipulated within virtual reality (VR) applications, and is provided or created under the terms of this Agreement.

• “VRM” means a file format for handling animal-like 3D Model data for VR applications.

• “OOZ&mates” (or the “OOZ”) means a character IP created by IPX including following nine animal characters: “TAOO”, “OKOO”, “SOOH”, “BOOM”, “COOL”, “MOOV”, “FOON”, “ROOY”, and “DOOK”.

• “You” means the individual entering into this Agreement or, if different, the person, company, or legal entity on whose behalf that individual has entered into this Agreement.

• “User” means any individual or entity that has acquired an Associated NFT and has entered into this Agreement with CRIPCO, thereby gaining access to the VRM, Provided Materials, Documentations, 3D Models, and related rights and licenses as specified in this Agreement.

• “NFT” means a non-fungible, blockchain-based, digital token.

• “Associated NFT” means the NFT that You own, as demonstrated by Your control over the digital wallet in which the NFT is held, and that grants You access to a specific set of 3D Models made available by CRIPCO.

• “Platform” means a platform authorized by CRIPCO. It means the services or platforms that have been authorized by CRIPCO to Depict any User Generated Model or User Generated Skin in connection with an immersive 3-dimensional experience, virtual space or metaverse, subject to the terms of this Agreement. Platform may be posted on (ooz.space) or shared via other communication and distribution means.

• “Depict” means render and display (e.g., on a computer screen or virtual reality headset) any 3D Model, Skin or other animal perceptible element.

• “Documentation” means explanatory materials in printed or electronic form provided by CRIPCO with any Provided Material.

• “Material” means any software program, digital file, code or other content or material.

• “Provided Material” means 3D Models and other Material made available to You by CRIPCO under this Agreement for the purpose of creating, modifying, and using VRM.

• “Primary Content” means the work of authorship or other content originally licensed to the owner of the Associated NFT based solely on ownership of the Associated NFT.

• “OOZ Trait” means any color, gesture, background, clothing, accessory, other item, trait, property, feature or characteristic of any Primary Content that is described or characterized as a “property” or “trait” in any documentation or other materials related to the Primary Content, Provided Material or Documentation.

• “OOZ Trait Model” means any 3D Model of an OOZ Trait for the character, being or avatar Depicted in the Primary Content for the Associated NFT.

• “OOZ Space” means a website operated either (a) by or on behalf of OOZ, or (b) by a third party engaged by CRIPCO to distribute any Provided Material.

• :Skin” means the visible surface to be affixed to any 3D Model including, without limitation, the color, texture, features and appearance thereof.

• “Original Figure Model” means the 3D Model representing the body or figure of the character or avatar Depicted in the Primary Content for the Associated NFT.

• “User Generated Model” means any 3D Model created by you under the terms of this Agreement, including User Generated Commercial Eligible Model, User Generated Personal Use Model, User Generated Replica Model or User Generated Trait Model.

• “User Generated Commercial Eligible Model” means a User Generated Personal Use Model that

a. includes the Original Figure Model or a modified version of it;,

b. may include a User Generated Skin applied to the Original Figure Model or its modified version;

c. includes any OOZ Trait Models, if any, without modifications;

d. may include User Generated Trait Models;

e. does not include any User Generated Skin to any OOZ Trait Model; or

f. does not include any OOZ trademarks, trade names, brands, logos, names, or other indications of origin included in any Provided Materials.

• “User Generated Personal Use Model” means any 3D Model created by You pursuant to the license grant in Section 3, which is not classified as a User Generated Replica Model.

• “User Generated Replica Model” means a 3D Model created by You pursuant to the license grant in Section 3 that combines and incorporates, without further modification, the entire set of 3D Models (i.e. the Original Figure Model and each of the OOZ Trait Models) made available to you for a particular Associated NFT, so as to create, as accurately as possible, a 3-dimensional reproduction of the character, image or content associated with the Associated NFT.

• “User Generated Skin” means a Skin created by You pursuant to the license grant in Section 3.

• “User Generated Trait Model” means a 3D Model created by You that is a substitute for any OOZ Trait Model and that is not a derivative work of any OOZ Trait Model but is instead a new, independent work of authorship created by You.

2. Overview

Based on Your demonstrated ownership of an Associated NFT, CRIPCO provides you with access to the Provided Materials, which are collectively represent a set of 3D Models, including an Original Figure Model and all relevant OOZ Trait Models that can be used to Depict a 3-dimensional representation of the Primary Content for the Associated NFT. Your license rights granted herein with respect to any Provided Materials are conditioned on Your ownership of the Associated NFT. Your ownership of other NFTs, including other NFTs issued by CRIPCO, will not entitle You to any license rights with respect to Provided Materials made available for a different NFT.

3. License Grant

Subject to the terms and conditions of this Agreement, CRIPCO grants You for so long as You own the Associated NFT a limited, non-transferable, non-sublicensable non-exclusive license, solely for personal, non-commercial purposes (except as provided in Section 4, below), to

a. download the Provided Materials and Documentation to a computer owned or controlled by You,

b. use the Documentation solely for purposes of exercising Your license rights hereunder,

c. modify the Provided Materials on the computer owned or controlled by You or on a Platform to create User Generated Models and User Generated Skins,

d. perform, screen, exhibit User Generated Models and User Generated Skins,

e. make the minimum number of copies of the Provided Materials and Documentation necessary to exercise the licenses granted in subsections (a), (b), (c) and (d) above.

4. Commercial Use

The commercial use rights granted pursuant to Section 3 may be solely provided that after You have first removed (i.e. by smoothing or otherwise modifying the 3D Model) any “OOZ&mates” trademark, trade name, brand, logo, name or other indication of origin that was included in any of the Provided Materials (including any 3D Model Depicted using any of the Provided Materials) such that it no longer appears in any User Generated Commercial Eligible Model.

5. Sublicenses

Except as expressly provided herein, the rights and licenses granted to You under this Agreement are non-transferable and non-sublicensable. You shall not assign, sublicense, transfer, pledge, lease, rent, or share Your rights under this Agreement to any third party without the express written consent of the CRIPCO.

6. Prohibited Use

You may not use the VRM to engage in the following categories of activity (“ Prohibited Uses “). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of the VRM involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us at [e-mail]. By using the VRM, you confirm that you will not use the VRM to do any of the following:

 Unlawful Activity: Engage with any activity that violates, or assists in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in any relevant country, including but not limited to: a. activities involving the creation, distribution, or promotion of explicit adult content, including pornography or content of a sexual nature; b. activities related to the use, distribution, or promotion of illegal drugs, drug paraphernalia, or substances regulated under applicable laws; c. any other activity that involves proceeds of any unlawful activity, or publishing, distributing, or disseminating any unlawful material or information.

 Abuse Other Users: Interfere with another individual’s or entity’s access to or use of any VRM; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information about others, including without limitation email addresses, without proper consent;

 Fraud: Engage in any activity that operates to defraud Company, other Users, or any other person; provide any false, inaccurate, or misleading information;

 Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Company intellectual property, name, or logo, including use of Company trade or service marks, without express consent from Company or in a manner that otherwise harms Company; any action that implies an untrue endorsement by or affiliation with Company.

 Illegal Source of Funds: Use or access to the VRM to transmit or exchange funds, currencies, or other financial instruments that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion.

 Other Prohibited Activities: Additionally, you confirm that you may not, nor may you assist other parties to:

a. exercise any license rights hereunder after you no longer own the Associated NFT;

b. without limiting any commercial use rights defined in Section 4, exercise any of the license rights granted herein in any way that results in direct or indirect, compensation, financial benefit or commercial gain of any kind to You or any third party, whether currently realized or to be provided in the future and regardless of the nature thereof (whether monetary, conveyance of assets, in-kind products or services or other item or service of value);

c. sublicense, lease, rent, loan, publish, distribute or otherwise transfer or disclose any Provided Materials or Documentation to any third party;

d. without limiting any commercial use rights under other terms or agreements described in Section 4, and except with respect to User Generated Models or User Generated Skins uploaded to a Platform for Your own use, sublicense, lease, rent, loan, publish, distribute or otherwise transfer or disclose any User Generated Models or User Generated Skins to any third party;

e. tamper with, or attempt to circumvent or disable, any security feature or licensing control function of the Provided Materials or Documentation;

f. without affecting your obligation to remove any branding from any User Generated Replica Model or User Generated Commercial Eligible Model as a condition to having any commercial use rights pursuant to Section 4, delete, remove or obscure any trademark notice, copyright notice or other intellectual property notice in any Provided Materials or Documentation;

g. use for acts or purposes contrary to public order and morals, violent expressions, anti-social acts or purposes, specific beliefs, religions, or political remarks;

h. act to damage the reputation and dignity of the Company (including the services provided by the Company) and Company Characters;

i. use any Provided Material, Documentation, User Generated Model or User Generated Skin in any manner not expressly authorized herein or exercise any license rights herein in any manner that violates applicable law.

j. attempt to disable or circumvent any security or access control mechanism of the VRM, where applicable;

k. design or assist in designing cheats, exploits, hacks, modes or any other unauthorized third parties software to modify or interfere with the Services, with the exception of automation software and bots, provided that such automation software and bots operate in the ordinary course of using the Services and do not cause disruption or harm to the Services;

l. take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or detrimentally interfere with, intercept, or expropriate any system, data, or information.

Please be aware that if You engage in actions categorized as 'Prohibited Use', the Company reserves the right to take legal action against the offending You to safeguard the integrity of Platform and the safety of all our users.

7. Third Party Services.

You will be responsible for

a. installation, configuration, integration, testing and operation of any Editing Software,

b. obtaining Your own account on the Platform and providing any information and entering into any agreements related thereto,

c. obtaining, provisioning, and maintaining all computers, mobile devices, other equipment or hardware, software (including operating systems and updates), internet and other network connectivity, electrical supply, and appropriate facilities and environmental conditions, and

d. obtaining, provisioning, and maintaining any third-party services necessary for exercise of any of Your license rights hereunder.

CRIPCO will have no responsibility or liability, and You hereby waive and release all claims, arising out of or in connection with:

i. any blockchain or related technology,

ii. any digital wallet, MetaMask technology, similar technology, or related service,

iii. the transfer or loss of any NFT or the inability to demonstrate ownership or control of any NFT,

iv. any marketplace or other platform for buying, selling, or transferring any NFT other than the OOZ Space,

v. any platform or service provided by any third-party, or any technology related thereto including without limitation on OOZ Space,

vi. any User Generated Model or User Generated Skin,

vii. any computer, server, network device or other hardware or any Internet service provider or other telecommunications service or hardware, or

viii. any other service, equipment, technology or network or data transfer infrastructure not owned and controlled by CRIPCO.

8. Representations, Warranties, and Risks

8.1. No Representation or Warranty CRIPCO, ITS LICENSORS, THEIR RESPECTIVE AFFILIATES, AND IPX MAKE PROVIDED MATERIALS AND VRM ON AN “AS IS” AND “WHERE IS” BASIS, EXPRESSLY DISCLAIMING ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.

8.2. Assumption of Risks Related to Blockchain Technology By using the Provided Materials or VRM provided under this Agreement, you acknowledge the inherent risks associated with blockchain technology and cryptographic systems; and understand that blockchain technologies and associated currencies or tokens are highly volatile due to many factors including but not limited to adoption, speculation, technology and security risks. You also acknowledge that fluctuations in transaction costs and advancements in cryptographic technology, such as quantum computing, may impact your use of the Provided Material or VRM, and you assume all associated risks. Neither the Company nor IPX shall be liable for any losses or damages arising from these risks.

8.3. Applicable Law You are responsible for complying with applicable law. You agree that we are not responsible for determining whether or which laws may apply to your use of VRM. You are solely responsible for reporting and paying any taxes arising from your use of VRM. Company must comply with applicable law. Applicable law, regulation, and executive orders may require us to, upon request by government agencies, take certain actions or provide information.

8.4. Operational Risks You are aware of and accept the risk of operational challenges. Platform may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on the Platform. You agree to accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses. We will not bear any liability, whatsoever, for any damage or interruptions caused by any viruses that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software.

9. Indemnification

You agree to release and to indemnify, defend and hold harmless the Company, IPX and its parents, subsidiaries, affiliates and agencies, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys' fees and court costs) claims or actions of any kind whatsoever arising or resulting from your use of the Software, your violation of this Disclaimer, and any of your acts or omissions that implicate publicity rights, defamation or invasion of privacy. If you are obligated to indemnify the Company or IPX, they reserves the right, at its own expense, to assume exclusive defense and control of any matter and, in such case, you agree to cooperate with the Company or IPX in the defense of such matter.

10. Limitation on liability

You acknowledge and agree that you assume full responsibility for your use of the Provided Materials or VRM. You acknowledge and agree that any information you send or receive during your use of the Provided Materials or VRM may not be secure and may be intercepted or later acquired by unauthorized parties. You acknowledge and agree that your use of the Provided Materials or VRM is at your own risk. Recognizing such, you understand and agree that, to the fullest extent permitted by applicable law, neither the Company, IPX nor any related entities, suppliers or licensors will be liable to you for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages of any kind, including without limitation damages for loss of profits, goodwill, use, data or other tangible or intangible losses or any other damages based on contract, tort, strict liability or any other theory (even if the Company or IPX had been advised of the possibility of such damages), resulting from the Provided Materials or VRM; the use or the inability to use the Provided Materials or VRM; unauthorized access to or alteration of your transmissions or data; statements or conduct of any third parties related to the Provided Materials or VRM; any actions we take or fail to take as a result of communications you send to us; human errors; technical malfunctions; failures, including public utility or telephone outages; omissions, interruptions, latency, deletions or defects of any device or network, providers, or software (including, but not limited to, those that do not permit participation in the service); any injury or damage to computer equipment; inability to fully access the website, the Provided Materials or VRM or any other website; theft, tampering, destruction, or unauthorized access to, images or other content of any kind; data that is processed late or incorrectly or is incomplete or lost; typographical, printing or other errors, or any combination thereof; or any other matter relating to the Provided Materials or VRM.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. accordingly, some of the above limitations may not apply to you.

11. Termination and Suspension

In addition to any other rights and remedies to which CRIPCO may be entitled under contract, at law or in equity, if You breach any of Your obligations under this Agreement, all of Your license rights hereunder will immediately terminate without any requirement of notice. Your license rights will also terminate in the event You transfer the applicable Related NFT to a third party. Upon termination of Your license rights, You will immediately cease all use of any Provided Materials or VRM, cease any exercise of any other rights under Section 3, and permanently delete, erase and destroy any Provided Material, Documentation, VRM (including without limitation any User Generated Model or User Generated Skin) in your possession or control (including in any account the Platform). Upon termination of Your license rights CRIPCO may disable or cause third parties (including without limitation a Platform) to disable access or use of any Provided Material, Documentation, User Generated Model or User Generated Skin in connection with the services they provide and take other steps to prevent unauthorized use of any Provided Material, Documentation, User Generated Model or User Generated Skin. CRIPCO will have no obligation or liability to You for any such actions and You will not interfere with, or seek to prevent, any such actions. The following provisions of the Agreement survive any termination of these Agreement: INDEMNITY; REPRESENTATIONS, WARRANTIES AND RISKS; LIMITATION ON LIABILITY; OUR PROPRIETARY RIGHTS; LINKS; TERMINATION; NO THIRD PARTIES BENEFICIARIES; ARBITRATION AND CLASS ACTION WAIVER; USE OF SERVICES.

12. Additional Terms.

This Agreement may be supplemented or amended by additional terms provided with any Provided Material (“Additional Terms”). In the event of any conflict or inconsistency between this Agreement and any Additional Terms, the Additional Terms will supersede and govern. This Agreement and any Additional Terms constitute the entire agreement between You and CRIPCO with respect to the subject matter hereof and supersede any and all prior or contemporaneous written or oral agreements or understandings between You and CRIPCO relating to the Provided Material and VRM.

13. Jurisdiction and Governing Law

This Agreement shall be subject to, governed by and construed in accordance with the laws of Singapore. You agree that any dispute between the Users and the Company arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre(“SIAC”) in accordance with Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated in this Clause. The tribunal shall consist of one arbitrator to be appointed in accordance with the SIAC Rules. The language of arbitration shall be English. The seat of the arbitration shall be Singapore.

14. General Information

14.1. Section Titles The section titles in the Agreement are for convenience only and have no legal or contractual effect.

14.2. Communications Users with questions, complaints or claims with respect to the VRM may contact us using the relevant contact information set forth above and at [e-mail].

15. MISCELLANEOUS.

These Terms (along with other policies found on Company’s website) contain the entire agreement between the parties and replaces all prior oral and written agreements. No oral modifications, express or implied, may change the terms of this agreement. The parties have not relied on any representations or promises relating to the subject matter of this agreement except those contained within the four corners of this agreement.

These Terms and other agreements relating to the website do not constitute a joint venture, partnership, agency, employment, or fiduciary relationship between the parties, except when one is expressly stated. Neither party nor its agents have any authority to bind the other party, and the relationship of the parties is that of buyer and seller, or independent contractors in certain circumstances.

These Terms inure to the benefit of and binds the successors, assigns, heirs, executors and administrators of the parties. However, you may not assign or delegate any right or duty hereunder without written consent from Company. Any attempt to do so is null and void.

If any provision of these Terms is held invalid or unenforceable, the remainder of the Terms will remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it will remain in full force and effect in all other circumstances.