Licensing Agreement for the Metadrag NFT

This Licensing Agreement (“Agreement” “License” or “License Agreement”) for the Metadrag NFT is entered into by and between Board of Apes, LLC. (“BOA” or “MD”) a Florida Limited Liability Company, and you, the owner or holder of a MetaDrag NFT.  By owning and/or purchasing, or receiving (“owning” or “holding”) a MetaDrag NFT, you hereby adopt, are bound, and agree to the terms and conditions of this License Agreement: 

The terms and conditions set forth herein apply to the MetaDrag NFT without exception, and are bound to, and non-severable from, the MetaDrag NFT. 

Ownership of the MetaDrag NFT constitutes only a revocable limited non-exclusive license (“License”) granted by Board of Apes, LLC. ( “BOA” or “MD”) to the owner of a MetaDrag NFT.  MD may revoke, modify, revise or otherwise terminate this License and/or Agreement at anytime, without notice, and at MD’s sole discretion. 

By obtaining ownership of the MetaDrag NFT, you are subject to this License Agreement and the terms and conditions (“Terms” or “Terms and Conditions”) set forth herein. 

The parties further agree as follows:

1. Ownership.  As referenced above, “ownership” of a MetaDrag NFT constitutes a limited non-exclusive license granted by MD to the owner.  MD owns and will retain ownership of any and all intellectual property (“IP”), including but not limited to trademarks and copyrights, relating to the MetaDrag NFT and any other MD products or services. 
2. Retained Rights and Ownership.  MD will retain, control and own any rights or privileges not specifically granted herein.
3. No Commerical Use. You may not reproduce any art or copyrighted image for any commercial purpose whatsoever.  You may not utilize any trademark, servicemark, tradedress or other stylistic or design elements of the MetaDrag NFT or any MD product, for any commercial purpose whatsoever.  These provisions apply whether or not the mark in question is registered as a U.S. Trademark, and whether or not such copyright is registered with the U.S. Copyright Office. 
4. Limited Authorized Personal Use.  Subject to the terms and conditions of this Agreement, which may be modified from time to time at the sole discretion of MD, and your continuing compliance with these Terms and conditions, you may display, reproduce, perform, publish, distribute and create derivative works relating to the MetaDrag NFT for your own personal, non-commercial, use, so long as such use does not interfere with the trademark rights of MD, does not create consumer confusion, and does not dilute the value of MD or the MetaDrag NFT brand, and as long as such use isn’t in bad taste, hateful, or violent.  MD in its sole discretion may determine whether or not such use interferes with its rights, dilutes the brand, or constitutes bad taste, hateful, or violent conent.  MD may revoke those rights granted herein at anytime and at MD’s sole discretion.  You may not use the MetaDrag NFT or MD IP to engage in any commercial enterprise or for any commercial purpose whatsoever.
5. License to MD.  You hereby grant MD an irrevocable license for your rights in any work of authorship, invention, artwork, design, drawing, video, audio, game, code, content, photo or other such derivative work or creation of any kind or nature whatsoever, based on, derived from, inspired by, incorporating, embodying, or otherwise related to the MetaDrag NFT or other MD product.  You grant MD such a license without limitation and without compensation.  MD may transfer, sell, exploit, modify, reproduce, display or otherwise utilize your creation without limitation, in perpetuity and on a worldwide scope. 
6. Term.  The term commences upon your ownership of a MetaDrag NFT.  Your obligations under this agreement are continuing.  Any rights granted or licensed to you by MD under this Agreement are terminated at the moment that you no longer own a MetaDrag NFT.  Any license granted by you to MD, specifically in paragraph 5 herein, will survive the termination of this Agreement.  If at anytime you disagree with the terms of this Agreement and wish to terminate the Agreement, you may terminate this Agreement by surrendering ownership of the MetaDrag NFT to MD; MD will not compensate you financially or otherwise for any such surrender of ownership. Should you elect to surrender ownership of your MetaDrag NFT to MD, or sell or transfer your MetaDrag NFT to a third party, you agree to release any and all claims of any kind whatsoever against MD simultaneously with such surrender or transfer or sale.  Even if you surrender ownership and terminate this Agreement, or sell or transfer ownership, you will still be bound and have obligations under this Agreement as detailed herein.  As stated above herein, MD may revoke, modify, revise or otherwise terminate this License and/or Agreement at anytime, without notice, and at MD’s sole discretion
7. No Warranties. NEITHER MD NOR ITS AFFILIATES, NOR ANY OF THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, MEMBERS, OR SHAREHOLDERS MAKES ANY WARRANTY WHATSOEVER WITH RESPECT TO THE METADRAG NFT, THE METADRAG GAME, ANY SERVICE OR PRODUCT OFFERED BY MD, OR METADRAG/MD ART, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
   1. Final Sale. ALL SALES OF THE METADRAG NFTS ARE FINAL. YOU ACKNOWLEDGE THAT YOU WILL MAY NOT HAVE AN ABILITY TO VIEW THE FINAL METADRAG NFT THAT IS GENERATED FOR YOU PRIOR TO PURCHASE.  YOU AGREE THAT YOU WILL NOT BE ENTITLED TO A REFUND FOR ANY PURCHASE UNDER ANY CIRCUMSTANCES, INCLUDING IF YOU ARE NOT SATISFIED WITH THE FINAL METADRAG NFT, OR ANY OTHER MD PRODUCT OR SERVICE.
   2. Metadrag NFT is a Freestanding Product.  You understand and agree that your purchase of the MetaDrag NFT is not contingent on the development of any future NFT, software, code or game.  The MetaDrag NFT is a freestanding product and you understand that there may be no future product or service offerings by MD.  The technology industry is volatile and NFTs are volatile and you assume that risk in purchasing and/or owning a MetaDrag NFT. MD is developing the MetaDrag Game as a driving/racing videogame, but the videogame is still in development and may never be released to the public in any capacity. You understand that there is no playable version of the game, in either early development, Alpha, Beta or otherwise, and there may never be a playable version of the game.  You understand that the Metadrag NFT is completely independent from any prospective game.  You understand and agree that any value that you place on the MetaDrag NFT should be completely disassociated from any potential game release by MD, as such a game may never be released or completed.  The value of the MetaDrag NFT is not associated with, or tied to, the MetaDrag game; in purchasing a MetaDrag NFT, you should assume that the value of the MetaDrag game is zero, and that the game has no cash value whatsoever. 
   3. Play for Keeps (“P4K”) is a concept being developed by MD that has no application at this time.  It is not currently included in any version of the MetaDrag game.  In the P4K concept, players may risk in-game assets in races against other drivers, wherein the winning driver keeps the risked in-game asset.  The in-game assets involved or risked under the initial Play for Keeps concept, would have no value whatsoever, monetary or otherwise in the real world, and they cannot be traded or exchanged outside of the game.  The P4K concept is still in the initial phase of development and the final product may differ dramatically from the initial concept being developed depending on business, technical, design, and legal considerations; just as the MetaDrag game may never be released, the P4K concept may never be fully developed or implemented and any decision to purchase a MetaDrag NFT should presume that P4K may never happen.
   4. In the event that MD releases a playable version of the MetaDrag Game, MD may stop supporting and/or shutdown the MetaDrag game at anytime and at the sole discretion of MD, without notice.  In the event that MD releases a playable version of the MetaDrag Game, as referenced above herein, MD makes no representations, warranties, or promises as to the quality of the game, the playability of the game, the functionality of the game, whether the game is error free or otherwise.  As mentioned above, assume the game is worthless if you choose to buy a MetaDrag NFT as the NFT and the game are separate and distinct products. 
   5. MD will not refund or compensate any MetaDrag NFT holder for any issue relating to the MetaDrag Game whatsoever, whether the game is never playable/never released, is shutdown, is of poor quality, or for any other matter or issue relating to the MetaDrag game.  By purchasing the MetaDrag NFT you acknowledge that the MetaDrag NFT and MetaDrag Game are separate and distinct products.  In purchasing a MetaDrag NFT you assume that the value of the MetaDrag game is zero.
   6. Additional Disclaimers, Waivers and Release.IN NO EVENT SHALL MD, ITS AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, MEMBERS, OR SHAREHOLDERS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTELLECTUAL PROPERTY INFRINGEMENT, PRICE DEPRECIATION, LEGAL OR REGULATORY ENFORCEMENT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
      1. Sales of the MetaDrag NFTs are not intended to be an offering or sale of securities, swaps on either securities or commodities or a financial instrument of any kind as may be determined by any law, rule, or regulation. Purchases and sales of MetaDrag NFTs may not be subject to the protections of any laws governing those types of financial instruments. This document and all other content, including without limitation content on MD’s website(s) and/or social media posts and/or otherwise, do not constitute a prospectus or offering document, and are not an offer to sell.
      2. In the event that MD deposits digital assets or MetaDrag NFTs into an incorrect address due to either (i) incorrect information uploaded by you, (ii) a data breach, hack, or other similar occurrence, or (iii) a general failure or malfunction of the underlying blockchain or third party technology, MD may not have the ability, and is under no obligation or duty but will use best efforts, to return such digital assets or MetaDrag NFTs to you.
      3. MD does not give any advice or recommendation regarding the MetaDrag NFTs, including, but not limited to, the suitability and/or appropriateness of, and investment strategies for, the purchase of the MetaDrag NFTs for financial investment purposes. You are solely responsible for determining the nature, potential value, suitability, and appropriateness of your involvement with the sales of the MetaDrag NFTs and any related use thereof for any purpose. The MetaDrag NFTs are not designed for investment purposes and MD does not give any advice or recommendation that the MetaDrag NFTs are to be considered as a type of financial investment by any law, rule, or regulation. With respect to the commercial use of the MetaDrag NFTs, you acknowledge and agree that MD  makes no representation nor do you have any expectation that you shall achieve any targets, financial or otherwise, for anticipated commercialization thereof, and you further acknowledge that any such sales are not at all correlated with the sales or perceived value of any MetaDrag NFTs, and, furthermore, that any such increase in value or actual commercial activity involving of the MetaDrag NFTs are in no way related to the efforts of MD in the operations of its business. With respect the sale of the MetaDrag NFTs or commercialization thereof, you acknowledge and agree that you are not expecting to profit from the MetaDrag NFTs in any way based on any efforts by MD or its affiliates. The purchase of a MetaDrag NFT is a non-reversible and non-refundable event. MD shall have no obligation or liability for the secure custody or use of the MetaDrag NFT or any losses arising from such custody or use or solely the purchasers.
      4. NFTs are RISKY.  NFTs are highly speculative and risky.  Do not buy or invest in the Metadrag NFT unless you understand the risks associated with NFTS.  Please note the following risks in regarding non-fungible tokens (“NFTs”) and other digital assets: The price and liquidity of blockchain assets, including NFTs, are extremely volatile and may be subject to large fluctuations; fluctuations in the price of other digital assets could materially and adversely affect NFTs, which may also be subject to significant price volatility; legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of NFTs; NFTs are not legal tender and are not backed by the government; transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.IN ADDITION, YOU HEREBY ACKNOWLEDGE THAT MD MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ECONOMIC VIABILITY OR FINANCIAL CONSIDERATIONS OF THE SALE OF THE MetaDrag NFTs OR THE COMMERCIALIZATION THEREOF, AND, ACCORDINGLY, MD SHALL NOT BE LIABLE TO YOU FOR ANY ECONOMIC LOSS OR FAILURE TO REACH PROJECTED AND/OR ANTICIPATED SALES WITH RESPECT THERETO.
      5. You hereby expressly waive and release any and all claims, now known or hereafter known, against MD and its affiliates and each of their officers, directors, managers, employees, agents, members, or shareholders (collectively, “Releasees”), related to the MetaDrag NFTs, whether arising out of the ordinary negligence of MD or any Releasees or otherwise. You covenant not to make or bring any such claim against MD or any other Releasee, and forever release and discharge MD and all other Releasees from liability under such claims.

• Governing Law.  You hereby consent to jurisdiction and agree to be governed by the Laws of the State of Florida.  Venue will be in either Orange County or Seminole County Florida. Any Federal Lawsuit must be brought in the Middle District of Florida. 
• Attorney’s Fees. In the event of any lawsuit or dispute, each party agrees to be responsible and pay for their own attorney’s fees.
• Severability.  Each paragraph, provision, sentence and part thereof of this Agreement shall be deemed separate from each other paragraph, provision, sentence or part thereof, and the unenforceability of any such paragraph, provision, sentence or part thereof shall not affect the enforceability of the balance of this Agreement.
• Amendment and Modification.  MD may modify the terms of this Agreement at MD’s sole discretion and at any time without notice.
• Notice and Adoption. As the URL location for this Agreement may be  incorporated within the MetaDrag NFT, and may be reviewed at anytime, including prior to your ownership, you are considered to be on notice at all times concerning this Agreement, and any modifications thereto, and your purchase or ownership of the MetaDrag NFT constitutes your adoption of this Agreement. 
• Entirety of Agreement. Regardless of any prior social media posts, web forums, Tweets, direct messages, web content or other discussions, this Agreement, along with any other terms and conditions set forth by MD, represents the entire agreement and understanding between the Parties and supersedes all other agreements and understandings made prior to the date of execution of this Agreement, whether written or oral, express or implied.
• Enforceability: You may not purchase the MetaDrag NFT without accepting the Terms and Conditions relating thereto, and accepting and agreeing to be bound by this Licensing Agreement.  By purchasing the MetaDrag NFT, you explicitly agree to be bound by this Agreement.
• Indemnification and Hold Harmless. You agree to indemnify, hold harmless, and, at MD’s request, defend MD and its affiliates and each of their respective officers, directors, managers, employees, agents, members and stockholders from and against any and all claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with (a) your exercise of any licensed rights hereunder; (b) your use of the MetaDrag NFT or any Art in any manner and for any purpose; or (c) your breach of this Agreement or any applicable law or regulation.

I hereby agree to be bound by the Licensing Agreement for the MetaDrag NFT