LICENSE

Last updated May 8, 2024

"GitoQuest Trademarks" includes all logos, trademarks, service marks, and trade dresses related to the Jammin’ Alpacas, Jammin’ Alpacas NFTs, Music Hall of Fame Club, jamminalpacas.com, musichofc.com, gitoquest.com, and any other names linked to products, or services devised by us.

"GitoQuest," "us," "we," or "our" represents GitoQuest, LLC. and its affiliated entities.

"GitoQuest NFT" refers to any NFT that is branded or themed with GitoQuest, created by or on behalf of GitoQuest like the Jammin’ Alpacas NFT.

Jammin' Alpacas NFT Art denotes the visual artwork, images, or authored works linked to a particular Jammin' Alpacas NFT.

"NFT" refers to any non-fungible token that is tracked on a blockchain, including those that comply with the ERC-721A, ERC-721, ERC-721-C, ERC-1155, ERC-1155-C or other non- fungible token standards.

"Commercial Use" involves any activity aimed at generating income, such as selling or transferring items (including NFTs) on any marketplace, producing and selling merchandise, video games or published works.

"you" or "your" identifies you as the legal holder of a Jammin' Alpacas NFT.

This Jammin' Alpacas NFT License Agreement (the "License") is a legally binding contract established between GitoQuest and you. By acquiring a Jammin' Alpacas NFT, you gain all personal property rights associated with the token of the Jammin' Alpacas NFT, such as the rights to sell, transfer, or dispose of the Jammin' Alpacas NFT at will. However, you do not gain ownership of the artwork, brand, or any other intellectual property tied to the Jammin' Alpacas NFT, except for the specific rights granted under this license as outlined below.

Jammin' Alpacas NFT Art License. We grant you the rights outlined below, effective for the duration of your lawful ownership of your Jammin' Alpacas NFT, provided you adhere to the terms of this License:

A. We grant you a non-exclusive, worldwide, royalty-free license that allows you to use, reproduce, display, adapt, and create derivative works from the Jammin' Alpacas NFT Art linked to your Jammin' Alpacas NFT for personal, non-commercial purposes. This includes showcasing it in your digital wallet, using it as a profile picture, or transforming it into pixel-art for use on third-party platforms.

B. You are granted a non-exclusive, worldwide, royalty-free, sub-licensable license (limited to service providers facilitating your Commercial Use) to use, copy, reproduce, and display the Jammin' Alpacas NFT Art associated with your Jammin' Alpacas NFT for any type of Commercial Use or purposes. This particular segment of the license (section B) does not extend to creating derivative works of the Jammin' Alpacas NFT Art unless necessary to modify and represent the Jammin' Alpacas NFT Art on goods or media produced under this license, or as specified in the “No Rights to Trademarks” section below. However, this license does allow you to create and mint new NFTs and NFT projects based on your Jammin' Alpacas NFT Art for Jammin' Alpacas NFTs you own, provided you do not incorporate the GitoQuest Trademarks in these new NFTs or in their promotion. Periodically, we may partner with third parties to produce Jammin' Alpacas NFTs that may incorporate third-party owned artwork, images, authorship works, logos, trademarks, service marks, or trade dress ("Third Party Content"). The license granted in this paragraph does not cover any Jammin' Alpacas NFT or Jammin' Alpacas NFT Art that includes Third Party Content, and you are not permitted to use, copy, reproduce, display, create derivative works of, or create new NFTs based on such Third Party Content, or any part of it, for commercial purposes unless express consent is provided by us or the relevant third parties, either in writing or through a public announcement.

Under this License, you are not granted any rights to the GitoQuest Trademarks owned by GitoQuest. You are prohibited from using any GitoQuest Trademarks for commercial purposes without our explicit written consent, which includes the registration of domain names or social media accounts that incorporate any GitoQuest Trademarks. This restriction also applies to any GitoQuest Trademarks that may appear within the Jammin' Alpacas NFT Art associated with your Jammin' Alpacas NFT; you are required to alter such Jammin' Alpacas NFT Art to either remove or conceal the GitoQuest Trademarks prior to any commercial usage of the Jammin' Alpacas NFT Art. Additionally, you may not eliminate or obscure any trademark, copyright, or other intellectual property notices on any Jammin' Alpacas NFT or Jammin' Alpacas NFT Art.

GitoQuest retains all rights to the Jammin' Alpacas NFT Art and any other intellectual property rights not explicitly granted in this license. Any benefits or goodwill generated from the use of GitoQuest Trademarks will accrue solely to GitoQuest and its affiliates.

The licenses provided above are not transferable, with the sole exception that if you sell or transfer your Jammin' Alpacas NFT, the licenses granted to you for the Jammin' Alpacas NFT Art will terminate, and these rights will automatically pass to the new owner of the Jammin' Alpacas NFT. Anyone acquiring a Jammin' Alpacas NFT, through purchase, receipt, or any other means of acquisition, implicitly agrees to the terms of this License by the act of acquisition. It is prohibited to transfer an Jammin' Alpacas NFT to any person or entity in a country that is under a U.S. Government embargo, or to any person or entity flagged by the U.S. government as supporting terrorism, or to any entity listed on any U.S. Government list of prohibited or restricted parties.

We acknowledge your interest in creating adaptations and derivative works from your Jammin' Alpacas NFT Art, and we permit such activities within the limits of the licenses previously issued. You must also recognize and agree that GitoQuest retains the right to modify, produce derivative works from, and update any Jammin' Alpacas NFT Art. Additionally, GitoQuest may develop works of authorship that are similar or identical to your own adaptations, derivative works, and modifications of any Jammin' Alpacas NFT Art. Consequently, you, along with your heirs, successors, and assigns, irrevocably agree not to pursue any claims, demands, or legal actions against GitoQuest or its affiliates or licensees concerning their use of any Jammin' Alpacas NFT Art or any adaptations, derivative works, and modifications thereof, even if such creations closely resemble or are identical to the adaptations, derivative works, or modifications you have made.

Beyond the stated terms, you may not engage in or promote activities using the Jammin' Alpacas NFT Art that are illegal, defamatory, harassing, abusive, fraudulent, racist, vulgar, or obscene, nor may you engage in any activity that promotes such behaviors.

You assume all risks associated with your access to and use of the Jammin' Alpacas NFT and Jammin' Alpacas NFT Art. GitoQuest provides the Jammin' Alpacas NFTs and Jammin' Alpacas NFT Art to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, GitoQuest and its related entities, including its parents, affiliates, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the "GitoQuest Entities"), disclaim all warranties and conditions, whether express or implied, including those of merchantability, fitness for a particular purpose, and non-infringement. GitoQuest Entities make no warranties or representations and disclaim all responsibility for: (A) the completeness, accuracy, availability, timeliness, security, or reliability of the Jammin' Alpacas NFTs and Jammin' Alpacas NFT Art; (B) compatibility or operation with any specific applications, systems, devices, blockchains, digital wallets, hardware, or marketplaces; (C) whether the Jammin' Alpacas NFTs and Jammin' Alpacas NFT Art will meet your requirements, or be available without interruption, secure, or error-free; and (D) potential deletion, or failure to store or transmit the Jammin' Alpacas NFTs and Jammin' Alpacas NFT Art. The Jammin' Alpacas NFTs are designed solely for consumer use and enjoyment, not as an investment or "security" as defined under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, or any state securities laws in the United States.

To the maximum extent permitted by applicable law, you agree that the GitoQuest Entities will not be liable for any indirect, special, exemplary, incidental, consequential, or punitive damages arising from or related to your use or inability to use the Jammin' Alpacas NFTs, including but not limited to lost profits, data losses, or business interruption, regardless of the cause and under any theory of liability. This includes damages arising under this license or from the use or performance of the Jammin' Alpacas NFTs, whether in contract, strict liability, or tort (including negligence) even if informed of the possibility of such damages. Furthermore, for any claims, demands, or damages whatsoever arising from or related to this License or the use or performance of the Jammin' Alpacas NFTs, the total liability of the GitoQuest Entities, whether in contract, tort (including negligence) or otherwise, shall not exceed the greater of (I) $1,000 or (II) the amount you have paid to GitoQuest for your Jammin' Alpacas NFT. Please note, certain jurisdictions, such as New Jersey, may not allow the exclusion or limitation of incidental or consequential damages, thus these limitations may not apply to you.

By agreeing to this License and using the Jammin' Alpacas NFTs or Jammin' Alpacas NFT Art, you commit to defend, indemnify, and hold harmless the GitoQuest Entities from any claims, costs, damages, losses, liabilities, and expenses (including legal fees) that arise due to your actions. These include: (i) any breach of the terms of this License, violation of applicable laws or regulations; (ii) infringement of third-party rights; (iii) your use or misuse of the Jammin' Alpacas NFT or Jammin' Alpacas NFT Art; (iv) any modifications or derivative works you create from the Jammin' Alpacas NFT Art; or (v) any fraudulent acts, negligence, or intentional misconduct on your part.

GitoQuest may opt to introduce additional features, access options, content, items, or other benefits for Jammin' Alpacas NFT owners ("Additional Features"). There is no obligation on the part of GitoQuest to provide any such Additional Features, and you should not anticipate receiving any Additional Features upon purchasing an Jammin' Alpacas NFT. Should any Additional Features be offered, they may be governed by separate terms and conditions, which will be disclosed to you at the time of their availability.

We reserve the right to amend this License periodically. Should there be any significant changes, we will make a reasonable effort to inform you, for example by posting a conspicuous notice on our website's homepage. Nonetheless, it remains your responsibility to periodically review this License for any changes. By continuing to access or use the Jammin' Alpacas NFTs or Jammin' Alpacas NFT Art after these updates, you are affirming your acceptance of the revised License.

Should you violate any terms of this License, all licenses granted to you by GitoQuest will immediately terminate. Following termination, you must discontinue all marketing, distribution, and sales of products, services, and media that incorporate the Jammin' Alpacas NFT Art, and you must cease all further use of the Jammin' Alpacas NFT Art. Any clauses intended to persist after the License’s termination will remain effective, despite the termination. This termination will not affect any other legal rights or remedies that GitoQuest may have.

Should any part of this License be found to be illegal, void, or unenforceable for any reason, that part shall be separable from this License and will not impact the validity and enforceability of the remaining provisions. GitoQuest may freely assign this License and the rights granted within it, but you may not assign your rights under this License without GitoQuest' explicit written consent. Any attempt to assign your rights in violation of this License will be considered null and void. Neither party's failure to enforce any provision of this License following a breach shall be construed as a waiver of any subsequent breach. You affirm that you possess the legal authority to enter into this License. This License is governed by New Jersey law, excluding its conflicts of law principles, and any disputes related to this License shall be adjudicated exclusively in the state and federal courts of New Jersey. BOTH PARTIES EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LICENSE. Both you and GitoQuest agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this License.