NFT License Agreement
About Wreck League
Wreck League is a video game published by nWay Inc. (“Game”) and can be accessed via nWay Inc.’s website (“Site”). In connection with the Game, Golden Crest Ventures Limited, a company incorporated under the laws of the British Virgin Islands (“Creator” and referred to herein as “We” or “Us”) issues a collection of collection of digital collectable tokens using the ERC-721/ERC-721A token standard (“NFTs”), otherwise known as the “Wreck League NFTs”. Each Wreck League NFT is an NFT minted or to be minted via smart contract deployed on the Ethereum blockchain (the “Smart Contract”). Wreck League NFTs are a key feature of the Game and may be used within the Game.
Key Definitions
“assemble” means putting together a Non-Founders Mech NFT via the Wreck League Garage using Part NFTs.
“Attachment Part NFTs” refers to Part NFTs that are ancillary to the main parts of a Non-Founders Mech NFT, such as Crest, Emblem, Pauldrons, Kneeguards, and Antenna.
“Body Part NFTs” refers to Part NFTs that are the main parts of a Non-Founders Mech NFT, such as Head, Torso, Weapon Arms, Legs, and S-Bot
“Booster Box NFTs” refers to a collection of unique NFTs, each of which when burned will mint five (5) random and unknown Part NFTs.
“burn” refers to the permanent and irreversible transfer of a NFT to a designated smart contract address, effectively removing it from circulation and making it inaccessible to anyone.
“disassemble” means taking apart a Non-Founders Mech NFT via the Wreck League Garage
“Founders Box NFTs” refers to a collection of unique NFTs, each of which when burned will mint a random and unknown Founders Mech NFT
“Founders Mech NFTs” refers to a collection of unique NFTs, each of which unlike the Non-Founders Mech NFT cannot be disassembled.
“Holder” means the legal and rightful owner of a Wreck League NFT as verified via the Smart Contract.
“Majestic Box NFTs” refers to a collection of unique NFTs, each of which when burned will mint ten (10) random and unknown Part NFTs.
“Mech NFTs” collectively means Founders Mech NFTs and Non-Founders Mech NFTs.
“Non-Founders Mech NFTs” refers to a collection of unique NFTs, each created with the data attributes and associated media files from the ten (10) underlying Part NFTs which have been assembled in the Wreck League Garage to form a Non-Founders Mech NFT, and which can be disassembled in the Wreck League Garage such that the Non-Founders Mech NFT would be burned in the process and the Part NFTs unstaked and returned to the Holder.
“Part NFTs” refers to a collection of unique NFTs comprising of Body Part NFTs and Attachment Part NFTs, whereby five (5) Body Part NFTs and five (5) Attachment Part NFTs can be assembled in the Wreck League Garage to mint a Non-Founders Mech NFT, following which such ten (10) Part NFTs will be staked and locked up until such time when the Holder decides to disassemble the Non-Founders Mech NFT in the Wreck League Garage into its original constituent Part NFTs.
“Wreck League Garage” refers to the Game’s NFT inventory management space where Holders can view, assemble, disassemble and mint Wreck League NFTs for in-game use.
“Wreck League NFTs” collectively means Booster Box NFTs, Founders Box NFTs, Founders Mech NFTs, Non-Founders Mech NFTs, Majestic Box NFTs and Part NFTs, and a “Wreck League NFT” refers to each such NFT individually.
Terms and Conditions
Each Wreck League NFT contains metadata which are associated with digital art created by the Creator, its affiliates or its or its affiliates’ licensor (the “Artwork”). For the purposes of this Agreement, “the Licensed NFT Artwork” refers to the Artwork (in its entirety) specifically, directly and identifiably associated with the relevant Wreck League NFT owned by you in totality and not any individual component of the Artwork.
These terms and conditions constitute a legally binding agreement (the “Agreement”) between (i) the Holder who has expressly accepted the terms of this Agreement by inserting their electronic signature below (“you”) and (ii) the Creator.
Purchasing a Wreck League NFT does not automatically grant you any intellectual property rights or licences to any artwork depicted by such Wreck League NFT. Accordingly, you agree to enter into this Agreement in order to be granted the right to use the Licensed NFT Artwork and the right to use of the Wreck League NFT within the Game. Individuals and entities who subsequently become owners of Wreck League NFT(s) using a secondary marketplace that supports creator fees may enter into this Agreement by inserting their electronic signature below, subject to the verification of ownership of one or more Wreck League NFTs through a process specified by the Creator in its sole discretion.
WHEREAS:
A. The Smart Contract maintains a record of which digital wallet is the owner of a specific Wreck League NFT. Accordingly, when you purchase a Wreck League NFT on a secondary marketplace, receive a Wreck League NFT by way of a transfer or otherwise obtaining (through gameplay, mint and burn or other activity) a Wreck League NFT, your ownership of that specific Wreck League NFT is recorded by the Smart Contract. Holding a Wreck League NFT grants you the non-exclusive right to hold, sell, transfer and carry out blockchain transactions involving that Wreck League NFT (“Your Wreck League NFT”). You may also use Your Wreck League NFT within the Game, subject to you accepting and agreeing to be bound by the terms and conditions set out in the Site.
B. The Creator, its affiliates or its or its affiliates’ licensor retains absolute ownership of all intellectual property rights, title and interest in the Artwork of the Wreck League NFTs, including but not limited to copyrights, trademarks, goodwill and other intellectual property rights.
C. You are granted a licence on the terms set out in this Agreement to use the Licensed NFT Artwork for as long as you own the relevant Wreck League NFT. As between you and the Creator, you own all rights, title and interest in and to any modifications, revisions, adaptations or transformations based upon Your Wreck League NFT during the Term (as defined below) (“Derivative Works”), provided that (i) the Creator, its affiliates or its or its affiliates’ licensor retains the ownership of all intellectual property rights in the Licensed NFT Artwork; or (ii) your use of any Derivative Works during and after the Term is subject to the terms of the Licence (as defined below).
D. In addition to utilities within the Game and as otherwise stated on the Site, holding Your Wreck League NFT may provide you with other future utility, provided that your enjoyment of any potential future utility will be subject to the terms of this Agreement.
You and the Creator agree as follows:
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License.1.1 Subject to the terms of this Agreement and provided that you have acquired Your Wreck League NFT lawfully, the Creator hereby grants to you during the Term (as defined below) a non-exclusive, non-transferrable, sublicensable, universe-wide, royalty-free licence to use the Licensed NFT Artwork in any and all formats and media, by any and all technologies and means of delivery, for personal recreational, non-commercial use, including displaying the Licensed NFT Artwork as a profile picture, publicly displaying the Licensed NFT Artwork for personal enjoyment, whether in a physical or digital museum or other venue, and preparation of the Derivative Works (the “Licence”). Unless otherwise stated herein, the Licence does not permit you to commercialize or make commercial uses of any of the intellectual property associated with Your Wreck League NFT, including the Licensed NFT Artwork.1.2 Notwithstanding Clause 1.1 above, effective only from the launch of a web 2.0 version of the Game (“Web2 Game”), the Creator grants to Holders of Mech NFTs during the remaining of the Term a limited, non-exclusive, non-transferable, sublicensable, universe-wide, royalty-free license to commercialize the Licensed NFT Artwork strictly in the manner permitted under the terms and conditions of the Web2 Game (“Limited License”). Subject to change at any time as determined in the Creator’s sole discretion without notice or compensation to Holders of Mech NTs, Holders of Mech NFTs are entitled under the Limited License to create copies of their Mech NFTs as in-app purchase Mechs (“Web2 Mechs”) to be sold in the Web2 Game store and participate in the revenue sharing of sales of such Web2 Mechs at a percentage determined by the Creator in its sole discretion.1.3 Except as expressly provided herein, ownership of a Wreck League NFT and the Licence are not separable in any way. You may not engage in any transaction or activity that purports to decouple the Licence from Your Wreck League NFT.1.4 The Licence is subject to, and conditional upon your continued compliance with, the following restrictions and qualifications:(a) The License extends only to the Licensed NFT Artwork. Therefore, while the License allows you to create and exploit the Derivative Works, the License does not grant you rights in any individual element (such as the features, attributes, properties, or traits) of Your Wreck League NFT or the Licensed NFT Artwork or a license to exploit any individual element separate and apart from Your Wreck League NFT (such as the features, attributes, properties, traits and other elements of other Wreck League NFTs).(b) The License does not grant you any rights in or to any trade names, logos, brands or trademarks of the Creator, any of its affiliates, its or its affiliates’ licensor (“Creator Brand IP Rights”), all of which are expressly reserved to the Creator and its respective affiliates. This means that to the extent that the Licensed NFT Artwork contains any Creator Brand IP Rights, you will need to blur or edit out such Creator IP Rights prior to any use of the Licensed NFT Artwork unless you receive additional written permission from the Creator. You hereby agree that any Creator Brand IP Rights you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to the Creator or an affiliate designated by the Creator(c) The Licence does not grant you any rights to use the business name of “Wreck League” or any other business name of the Creator, any of its affiliates, its or its affiliates’ licensor, all of which are exclusively reserved to the Creator, any of its affiliates, its or its affiliates’ licensor. The Licence does not grant you any right to represent yourself as being associated with the Creator, any of its affiliates, its or its affiliates’ licensor in any capacity. Specifically, nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between you and the Creator, and neither you nor the Creator will have authority to contract for or bind the other in any manner whatsoever(d) You may not use the Licensed NFT Artwork (i) on any physical or digital tobacco, pharmaceutical or regulated product; (ii) on any physical or digital weapons or other items which may represent or are associated with war; (iii) in a manner that expresses hate or prejudice or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability; or (iv) any manner which would bring the Creator, any of its affiliates, its or its affiliates’ licensor into disrepute.(e) You may not use the Licensed NFT Artwork in a manner that violates any applicable law.(f) While your right to use the Licensed NFT Artwork under the Licence is royalty-free, you agree to pay a creator fee (otherwise known as a resale royalty) when you buy or sell the Wreck League NFTs. The Creator has selected 5% as the percentage of creator fees. These creator fees are deducted each time a Wreck League NFT is sold on a secondary marketplace that supports such creator fees. You undertake not to transfer your ownership in any of Your Wreck League NFTs in any manner which would purposefully result in you failing to pay the creator fees in full. For the avoidance of doubt, you are not prohibited from gifting Your Wreck League NFT to another person or making a transfer that is not for the purpose of circumventing the payment of creator fees.(g) As a continuing condition of receiving the rights under this Licence, you agree to the collection and payment of creator fees to the Creator when you buy and sell a Wreck League NFT. You agree that you will not use Your Wreck League NFT(s) and the Licensed NFT Artwork in any way that circumvents the payment of creator fees in the sale of Your Wreck League NFT(s). You agree that you will not offer to sell or sell Your Wreck League NFT(s) on any website, app, intermediary, marketplace, platform, or exchange (collectively, “marketplace”) that does not collect or enforce creator fees or that makes creator fees optional or adopts a so-called “zero royalty” approach. You agree that offering to sell or selling Your Wreck League NFT(s) on a marketplace that does not collect or enforce creator fees or makes creator fees optional, or conducting a sale by any other manner (such as peer-to-peer transactions) that circumvents the payment of creator fees, is not authorized by this Licence and constitutes a breach of this Licence. Additionally, if you sell Your Wreck League NFT(s) on a marketplace that does not collect the creator fees, you agree to pay the amount of creator fees to the Creator.(h) Your obligation to pay creator fees in the sale of Your Wreck League NFTs shall expire when the copyright term to the Artwork expires.(i) The Licence does not permit you to (i) use the Licensed NFT Artwork in a manner which competes with the Creator; or (ii) in audiovisual media.(j) All rights not expressly granted in this Agreement are reserved by the Creator.
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In-Game Use.2.1 Any minting, staking, burning of Your Wreck League NFT must be performed in accordance with the instructions provided by the Site and any specifications of your digital wallet provider. You shall be solely responsible for any costs in connection with the mint, stake or burn, including gas fees, and for the payment of all taxes that may be applicable as a result of you minting, staking, burning Your Wreck League NFT. You expressly acknowledge that the value of any NFTs is outside the Creator’s reasonable control and specifically:(a) upon burning an Majestic Box NFT, the resulting ten (10) Part NFTs (either individually or collectively) may not have the same value as the burned Majestic Box NFT;(b) upon burning a Booster Box NFT, the resulting five (5) Part NFTs (either individually or collectively) may not have the same value as the burned Booster Box NFT;(c) upon assembling and staking ten (10) Part NFTs on the Wreck League Garage, the resulting Non-Founders Mech NFT may not have the same value as the staked ten (10) Part NFTs (either individually or collectively);(d) upon disassembling and burning a Non-Founders Mech NFT, the resulting ten (10) Part NFTs (either individually or collectively) may not have the same value as the burned Non-Founders Mech NFT; and(e) upon burning a Founders Box NFT, the resulting Founders Mech NFT may not have the same value as the burned Founders Box NFT.2.2 Competition events are held within the Game whereby Holders of Mech NFTs entitled to use their Mech NFTs to compete against each other, gaining points for winning matches and losing points for losses (a “Designated Battle”). By participating in Designated Battles, Holders of Mech NFTs may accumulate points and receive on-chain rewards (e.g., Wreck League NFTs) based on their total points and ranking at the end of competition events.2.3 Holders of Mech NFTs are entitled to use their Mech NFTs to compete against each other in a one-versus-one battle (a “High Stake Battle”) within the Game. At the end of a High Stake Battle, the losing Mech NFTs will be burned and only certain Part NFTs will remain. The winning Holder will be entitled to such Part NFTs. By participating in a High Stake Battle, Holders of Mech NFTs acknowledge that they might lose their Mech NFTs and that the Creator will not be responsible for, and will not be liable to any Holder for, any loss in connection with High Stake Battles.3.1 The Creator acknowledges that not every owner of a Wreck League NFT will be aware of the need to enter into a license agreement with the Creator upon the acquisition of a Wreck League NFT. Accordingly, by entering into this Agreement, the Creator hereby releases you from all liability and obligations and irrevocably waives its right to make a claim against you in respect of any infringement of Creator Brand IP Rights in respect of the Licensed NFT Artwork, subject to the following conditions:(a) your use of the Licensed NFT Artwork must not have breached any term of this Agreement. In other words, the Creator will treat you as if you entered into this Agreement upon you legally acquiring Your Wreck League NFT; and(b) the Creator’s release and waiver shall only apply in respect of the period commencing from the date you acquire Your Wreck League NFT lawfully and ending immediately upon your transfer of Your Wreck League NFT to another person or the loss of your Mech in a High Take Battle in accordance with Clause 2.3 above.3.2 The Creator agrees to carry out all such acts to give effect to the release and waiver set out in this Clause 3. Specifically, if the release set out in Clause 3 is insufficient under any laws applicable to you, the Creator shall execute in your favour a separate document giving effect to the release and waiver.4.1 Each party represents and warrants to the other that it has the full right, power, and authority to enter into, perform, and grant the rights and licences it grants and is required to grant under this Agreement.4.2 You hereby represent and warrant to the Creator that:(a) you lawfully acquired Your Wreck League NFT;(b) you paid the creator fees when acquiring Your Wreck League NFT via a secondary marketplace;(c) you are the sole and absolute owner of the private keys to the wallet address set forth in your signature block below and, to the extent that you co-own such wallet address with any other person(s), that you have the authority to enter into this Agreement on the behalf of such other person(s);(d) you will not use the Licensed NFT Artwork in any manner that is defamatory, obscene, or otherwise unlawful;(e) you will not use the Licensed NFT Artwork in any manner that is in contravention of any applicable law, this Agreement or any right of the Creator or its affiliates, suggests sponsorship of or by, or association with, any third party;(f) you will not use the Licensed NFT Artwork in any manner that is detrimental to the Creator or its affiliates;(g) you will not carry out any act to sell or otherwise dispose of your ownership of Your Wreck League NFT in a manner which circumvents the requirement to pay the creator fees; and(h) you are not, and will not, knowingly execute a transaction involving a Wreck League NFT or the Licensed NFT Artwork with any person who is (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or (ii) listed on any list of prohibited or restricted parties, whether on a list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.5.1 You will have an obligation to cover all of the Creator’s costs arising from any material breach of this Agreement by you.5.2 As a separate obligation to that in Clause 5.1, you will defend, indemnify, and hold the Creator, its licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees, and agents (the "Indemnified Parties”) harmless from and against any and all claims, damages, losses, investigations, liabilities, judgments, fines, penalties, settlements, interest, and other similar results or occurrences (including attorneys’ fees) that directly or indirectly arise from, or are related to or in connection with, any claim, suit, action, demand, or proceeding or other similar occurrence, process, or activity that is initiated, made, brought, or financed by a third party (including any person who accesses or transacts using any Wreck League NFTs or artwork associated with Wreck League, whether or not such person personally purchased a Wreck League NFT) against the Indemnified Parties, or on account of the investigation, defence, or settlement thereof, arising out of related to, or in connection with: (a) your access to or use of any NFT marketplace or third-party services or products; (b) your breach or alleged breach of this Agreement; (c) your exercise or attempted exercise of the License; or (d) your actual or alleged violation of applicable law. Counsel to be used in the defense of such claim must be approved by the Creator in writing prior to retention of such counsel and, upon our request, you will allow us to participate in the defense of any such claims. You will not enter into any settlement or compromise of any claim or litigation or that includes an admission of liability without the Creator’s prior written consent.5.3 Each Wreck League NFT is an intangible digital asset that exists only by virtue of the ownership record maintained on the Ethereum blockchain. Any transfer of ownership that might occur in any unique digital asset occurs on the decentralized ledger within the Ethereum blockchain, which the Creator does not control.5.4 The Creator will not be responsible or liable to owner for any loss in connection with any Wreck League NFT or the Licensed NFT Artwork and takes no responsibility for, and will not be liable to owner for, any use of or inability to use any Wreck League NFT or the Licensed NFT Artwork for any reason.5.5 There are numerous risks associated with blockchain technology and the Wreck League NFTs. You should familiarize yourself with these risks and agree to assume these risks by owning a Wreck League NFT.5.6 To the maximum extent permitted by law, no Indemnified Party will be liable for any incidental, special, exemplary, or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage, or system failure, or the cost of substitute services of any kind arising out of or in connection with these terms or from the use of or inability to use or interact with any Wreck League NFT or the Licensed NFT Artwork, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not the Creator or its service providers have been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Notwithstanding the foregoing, in no event will any Indemnified Party’s cumulative liability hereunder from all causes of action and all theories of liability exceed the price paid for Your Wreck League NFT(s).6.1 This Agreement is effective commencing from the date that you enter into this Agreement and shall automatically expire immediately after your disposal (including by way of sale, transfer, burning or losing in a High Stake Battle) of Your Wreck League NFT (as recorded by the Smart Contract) (“Term”).6.2 Upon the termination or expiration of this Agreement: (a) if you have complied with the conditions of the License, including the obligation to the payment of creator royalties, the subsequent acquirer of Your Wreck League NFT shall receive the same rights under this Agreement to the extent permitted under applicable law; (b) if you have not complied with the conditions of the License, all rights licensed under this Agreement will revert to the Creator and you will be prohibited from any further use of the Licensed NFT Artwork; (c) you may retain any tangible property using the Licensed NFT Artwork for personal use only; and (d) all sublicenses that have been granted by you shall automatically and immediately terminate. If, during the Term, you create and make available to the public a Derivative Work, you may continue to use and exploit that Derivative Work in accordance with this Agreement after the Term; provided however that: (i) you will be responsible for any obligations or liabilities arising from your continued use of the Derivative Work after the Term; and (ii) this privilege does not allow you to use the Licensed NFT Artwork to create any new works or materials after the Term.7.1 If you materially breach any term of this Agreement, or if the Creator discovers that you acquired Your Wreck League NFT(s) unlawfully or you acquired Your Wreck League NFT(s) and failed to pay creator fees, the Creator may seek appropriate measures and remedies, including but not limited to any one or more of the following:(a) terminating this Agreement with immediate effect, provided that the Creator may allow you to cure such breach within a specified timeframe;(b) restricting you from participating in the Game;(c) restricting you from enjoying or participating in any future benefit or gathering of the community for Your Wreck League NFT(s) (including, without limitation, airdrops and events conducted for the community), although, for the avoidance of doubt, the Creator has no obligation to provide any future benefit or gathering to the community or you;(d) requiring a marketplace to remove or disable access to the infringing uses of the Licensed NFT Artwork displayed on a marketplace, platform or other Internet service provider by way of a Digital Millennium Copyright Act notice or a takedown notice, in accordance with applicable copyright or other laws.8.1 Recognized Blockchain. The License applies only to the Wreck League NFTs on the blockchain that the Creator, in its sole discretion, may designate, which designation shall apply retroactively. Thus, for example, if a fork or other event purports to result in duplicate Wreck League NFTs, only the Wreck League NFTs recorded on the blockchain designated by the Creator will be eligible to receive the benefit of the License. Any license purportedly granted hereunder to the owner of a NFT recorded on a blockchain not designated by the Creator is void ab initio.8.2 Assignment. This Agreement is personal to you. Unless otherwise provided in this Agreement, you may not assign or otherwise transfer any of its rights, delegate, or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation, or transfer in violation of this Clause is void. The Creator may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding on and inures to the benefit of the parties hereto and their respective permitted successors and assigns.8.3 Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.8.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles on the conflicts of laws.8.5 Dispute Resolution. Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court.8.6 Entire Agreement, Severance. This Agreement, including and together with any related attachments, is the sole and entire agreement of the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.8.7 Amendment. Any amendments of this Agreement must be submitted to all Holders for voting. An amendment will only be effective upon the approval of (1) the Creator; and (2) the majority of the Holders that participate in such voting process. For the purposes of voting among the majority of the Holders, each Wreck League NFT shall be entitled to one (1) vote, except that two (2) Booster Box NFTs shall be entitled to one (1) vote and ten (10) Part NFTs shall be entitled to one (1) vote.
By inserting an electronic signature below, you, being the sole and absolute owner of the private keys to the wallet address [wallet address], hereby agree to the terms of this Agreement.
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