Asset Terms & Management Services Agreement

By acquiring, purchasing, or receiving a Phygitals Digital Twin (“Phygitals Digital Twin”), you agree to the terms outlined in this Asset Management Agreement (“Agreement”). These terms, along with the Phygitals Terms of Service (“Phygitals Terms”), which are accessible on our website, constitute the complete agreement between you and Phygitals. Any capitalized terms used but not defined in these terms shall carry the meaning assigned to them in the Phygitals Terms.

1. Ownership of Phygitals Digital Twins and Associated Artwork

Each Phygitals Digital Twin represents a unique digital item that includes or is associated with specific artwork created or owned by Phygitals or its partners (“Artwork”). You acknowledge and agree that Phygitals retains full ownership, rights, and intellectual property of the Artwork, including any associated branding (“Brand”).

Although you may own the Phygitals Digital Twin itself, ownership of the Artwork and Brand is granted through a limited license under this Agreement, and no ownership rights to the Artwork or Brand are transferred to you. You “own” a Phygitals Digital Twin only if you have legally acquired it from an authorized source, with proper proof of purchase recorded in our system.

2. License Grant

Upon your lawful acquisition of a Phygitals Digital Twin and provided that you comply with this Agreement, Phygitals grants you a non-exclusive, revocable, and worldwide license to:

• Display the Artwork and Brand associated with your Phygitals Digital Twin, exclusively for personal, non-commercial purposes (e.g., on your personal devices, as part of a digital collection, or in virtual spaces such as galleries).

• Resell or Transfer your Phygitals Digital Twin in a legitimate marketplace, with proper verification of ownership to ensure that only the rightful owner can offer it for sale.

• Access Special Features or privileges tied to your Phygitals Digital Twin, such as asset management services or other benefits, as made available on our platform.

This license is non-transferable except in the case of resale or transfer of the Phygitals Digital Twin to a new legitimate owner. The license ends immediately if you breach this Agreement.

3. Asset Management Services

Each Phygitals Digital Twin signifies ownership of a specific physical asset, as shown in the Artwork linked to the Digital Twin. By purchasing a Phygitals Digital Twin, you acknowledge that:

• The seller of the Phygitals Digital Twin is released from their contract with Phygitals for Asset Management Services (“Assumed Contract”).

• You, as the buyer, assume the seller’s rights and obligations under the Assumed Contract through novation, becoming legally bound by this agreement.

• You are entering into a binding agreement with Phygitals for the management of the asset linked to the Digital Twin.

You can terminate the Assumed Contract by:

• Selling the Phygitals Digital Twin to a new buyer, transferring the Assumed Contract in the process.

• Redeeming the Phygitals Digital Twin for the underlying physical asset.

The redemption of your Phygitals Digital Twin for the associated physical asset may involve additional charges, such as shipping and handling, based on the then-current policies of Phygitals.

4. Restrictions on Usage

You agree not to:

• Modify, alter, or create derivative works based on the Artwork or Brand.

• Use the Artwork or Brand for commercial purposes, including any advertisements, promotions, or product endorsements, unless explicitly permitted in this Agreement.

• Use the Artwork or Brand in association with illegal, harmful, or offensive content.

• Claim any intellectual property rights over the Artwork or Brand, including attempting to register trademarks or copyrights.

• Use the Artwork or Brand in a way that could harm the reputation or goodwill of Phygitals or its partners.

These restrictions remain in place even after the expiration or termination of the license granted under this Agreement.

5. Disclaimers

You understand and agree that the Phygitals Digital Twin does not represent a financial instrument or security of any kind. It is purely a digital item backed by a physical asset and cannot be equated with traditional financial assets.

6. Transferring Your Phygitals Digital Twin

You may transfer or resell your Phygitals Digital Twin, provided that:

• You comply with the terms of this Agreement.

• The third party buyer agrees to the Assumed Contract.

Once the transfer is made, all licenses granted to you will terminate immediately. The new owner will assume the rights to the Phygitals Digital Twin and its associated privileges, including any remaining asset management services.

7. Phygitals Fee

Any transfer of a Phygitals Digital Twin, whether by you or the current owner, is subject to a transfer fee of 6% of the sale price. This fee is payable to Phygitals and will be deducted from the transaction.

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