THE NEMESIS VIRTUAL METAVERSE AGREEMENT 

This Virtual Metaverse Agreement (the “Agreement”) is entered into on by and between:

• Undo Studios SA, a public limited company registered under Swiss law, having its registered office in Lugano, Switzerland, enrolled in the commercial register with the No. CHE- 434.124.671 (the “Licensor”);

and

• You (the "Licensee").

(the Licensor and the Licensee each a “Party” and collectively the “Parties”)

WHEREAS

a) The Licensor owns a technological solution called “The Nemesis” (the “Product”) aimed for the creation of virtual metaverse or an experience inside a pre-existing metaverse (the “Metaverse”) that can be discovered by the user’s avatars and executing task or challenging in a fully digital way according to the Terms & Conditions (the “Terms & Conditions”) published here.

b) The Licensee intends to integrate a customized Metaverse, enhance their marketing actions with giveaways and take advantage of virtual interaction as a vehicle to promote and sell products and services (ex NFT assets). The user will be able to move around the Metaverse with an avatar and live a fully virtual experience, as well as seeing the product/service and purchasing it through a link into an external platform.

1. SCOPE

1.1 This Agreement shall govern, together with the Terms & Conditions, the use of the Product and the creation of the Metaverse between the Parties.

1.2 The Licensor shall customize the Metaverse or support the Licensee in accordance with the specification set forth in Annex 1. Any further change or development of the Metaverse will be ruled by this Agreement and specified in a new Annex.

1.3 At request and expenses of the Licensee, the Licensor may execute a challenge or game play with giveaway of prizes in token or in kind, to the participants of the Metaverse. Such prizes are given under the condition that no payment is required to obtain them. The Licensor will transfer to the Licensee the data collected during the game in an aggregate manner (without personal data) for information purposes, as well as the personal data of the winner of the challenge or game according to the rules issued by the Licensee.

2. LICENSE

2.1 The Licensor hereby grants to the Licensee, a sub-licensable, transferable, perpetual license to use the Metaverse, as customized for the Licensee pursuant to Section.

2.2 The conditions for the use of the License are set in the Annex 1 to this Agreement.

3. REPRESENTATIONS AND WARRANTIES OF THE LICENSOR

3.1 The Licensor acknowledges that the Licensee has entered into this Agreement in reliance upon the Licensor’s expertise and capacity to meet the Licensee’s needs and/or specifications.

3.2 The Licensor hereby expressly warrants and represents to the Licensee that:

3.2.1 the Product is proprietary to the Licensor and that it has the right to license all intellectual property rights in and to the Product to the Licensee;
3.2.2 the Product will ensure at all times the users’ compliance with applicable laws and regulations according to Swiss law;
3.2.3 the Product will not include any program which contains malicious code or infiltrates or damages a computer system without the owner’s informed consent or is designed to do so or which is hostile, intrusive or annoying to the owner or user and has no legitimate purpose.
3.2.4 the servers hosting the metaverse have sufficient bandwidth to accommodate all participants without any slowdowns;
3.2.5 the access to the servers is guaranteed 24 hours a day, without interruptions of any kind, except for events due to maintenance, chance or force majeure;
3.2.6 all the features agreed for the licensed space are actually displayed and accessible to the participants of the event, throughout its duration.

4. REPRESENTATIONS AND WARRANTIES OF THE LICENSEE

4.1 The Licensee grants to the Licensor a, royalty-free, perpetual right to use any names, logos, images, colors and such other Licensee intellectual property rights as are provided by Licensee to the Licensor solely as necessary for the purposes of creating and issuing the Metaverse.

4.2 The Licensee warrants that the use by the Licensor of the Customer IP shall not infringe the rights (including, without limitation, the intellectual property rights) of any third party. The Licensee hereby agrees to fully and effectively indemnify and keep indemnified the Licensor on demand, from and against any and all losses, damages, liabilities, penalties, suits, judgments and expenses (including reasonable legal expenses) resulting from or arising out of or relating to any breach by the Licensee of the warranty given in the preceding sentence.

4.3 The Licensee warrants that the organization of challenges and game plays inside the Nemesis platform is executed in accordance with any applicable laws. The Licensee hereby agrees to fully and effectively indemnify and keep indemnified the Licensor on demand, from and against any and all losses, damages, liabilities, penalties, suits, judgments and expenses (including reasonable legal expenses) resulting from or arising out of or relating to any breach by You of any regulation related to the organization of challenges or game plays.

4.4 The Licensee warrants that the Metaverse will be used according to the Terms & Conditions and the laws, and that the Metaverse will not be used for broadcasting or making available images, documents, information or any other content that may be illegal or immoral or in any other way create a damage to the reputation of the Licensor.

5. DATA PROTECTION

5.1 Prior to granting access to the Metaverse, the Licensor shall display to users its Privacy Policy and a reference to the Terms & Conditions governing the use of the Metaverse.

5.2 The Licensor shall process any personal data of users collected by it as part of the Metaverse Experience in accordance with its Privacy Policy and the applicable Data Protection legislation. The Licensee will not process or have access to any data of eligible users.

5.3 With the exception of clause 6, The Licensor shall transfer to the Licensee only aggregate data such as the number of users in the Metaverse.

6. EVENT DATA PROCESSING

6.1 In case the Licensee requested to execute a experience in the Metaverse which requires the collection of data, the Licensee will act as a Data Controller and the Licensor as Data Processor.

6.2 The Processor will only process the Personal Data, in a Member State of the European Union or in a State party to the agreement on the European Economic Area (“EEA”) or in Switzerland.

6.3 A transfer of the Personal Data to a third country other than the aforementioned requires prior informed consent given by the Controller and must comply with the specific requirements put forward in article 44 of the GDPR. The Processor may process the Personal Data in the countries on the condition that an adequate level of protection is established through an Adequacy Decision by the European Commission pursuant to article 45(3) of the GDPR.

6.4 The Processor shall ensure that the necessary technical and organizational measures according to Data Protection laws are implemented prior to the processing of the Personal Data.

6.5 The Processor shall notify the Controller of any incident with regard to the processing of the Personal Data and shall comply with any reasonable request for information to allow the Controller to respond to and to take suitable further steps in respect of the incident.

6.6 Upon instructions from the Controller but subject to the applicable legal provisions, the Processor will fully cooperate in:

6.6.1 providing access to data subjects whose Personal Data are being processed via the provision of the services by the Processor;
6.6.2 deleting or correcting their Personal Data and/or;
6.6.3 demonstrating that their Personal Data have been deleted or corrected if they are incorrect, or, if the Controller disagrees with the point of view of the data subject, recording that the data subject is of the opinion that the Personal Data are incorrect.

6.7 The Processor will only engage a third party for the processing of Personal Data (“Sub Processors”) after ensuring that the Sub Processor is subject to the same responsibilities and obligations, including but not limited to those laid down in article 28(2-4) of the GDPR as those imposed on the Processor in this Agreement.

7. LIMITATION OF LIABILITY

7.1 Neither Party excludes or limits liability to the other Party for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any matter for which it would be unlawful for the Parties to exclude liability.

7.2 The Licensee shall keep harmless and indemnified the Licensor against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with any claim made against the Licensor in connection with a wrongful or illicit use of the Metaverse created according to Section 1, or otherwise arising out of or in connection with a wrongful or illicit use of the Product through the Platform.

8. CONFIDENTIALITY

8.1 Each Party undertakes to keep confidential and not to disclose the other Party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this Agreement.

8.2 For purpose of this Section 6, “Confidential Information” shall mean any information of commercial value, in whatever form or medium, disclosed by the Party (or any of its affiliates) to the other Party (or any of its affiliates), including commercial or technical know-how, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing and marketing.

8.3 Each Party may disclose the other Party’s Confidential Information:

8.3.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s Confidential Information comply with this Section 6; and
8.3.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.4 The obligations contained in this Section 6 shall survive the expiry or termination of this Agreement for any reason, but shall not apply to any Confidential Information which:

8.4.1 is publicly known at the time of disclosure to the receiving Party; or
8.4.2 becomes publicly known otherwise than through a breach of this Agreement by the receiving Party, its officers, employees, agents or contractors; or
8.4.3 can be proved by the receiving Party to have reached it otherwise than by being communicated by the other Party including being known to it prior to disclosure, having been developed by or for it wholly independently of the other Party, or having been obtained from a third party without any restriction on disclosure on such third party of which the recipient is aware, having made due enquiry;
8.4.4 is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by the receiving Party, provided that, where legally permissible, the disclosing Party is given reasonable advance notice of the intended disclosure.

9. DURATION AND TERMINATION

9.1 This Agreement shall commence on the date hereof and shall continue, unless terminated in accordance with this Section 9.

9.2 Either Party may at any time terminate this Agreement with a six-month prior notice or with immediate effect by giving written notice to the other Party if:

9.2.1 the other Party commits a material breach of any term of this Agreement, including any breach of the Terms & Conditions, and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;

9.2.2 the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts;

9.2.3 the other Party files a petition in bankruptcy, or enters into an agreement with its creditors, or applies for or consents to the appointment of a receiver or trustee, or makes an assignment for the benefit of creditors, or suffers or permits the entry of an order adjudicating it to be bankrupt or insolvent and such order is not discharged within thirty (30) days;

9.2.4 a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within thirty (30) days;

9.2.5 the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

9.2.6 any warranty given in Section 4 or 5 is found to be untrue or misleading.

9.3 Other than as set out in this Agreement, neither Party shall have any further obligation to the other under this Agreement after its termination.

9.4 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement, including Sections 5 and 6 shall remain in full force and effect.

9.5 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

10. NO ASSIGNMENT

10.1 Neither this Agreement nor any rights or obligations set forth herein shall be assigned, transferred or otherwise conveyed by a Party, without the prior written consent of the other Party.

11. WAIVER

11.1 No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

12. REMEDIES

12.1 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

13. ENTIRE AGREEMENT 

13.1 This Agreement constitutes the entire Agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

14. AMENDMENTS 

14.1 No amendment of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorized representatives).

15. SEVERANCE 

15.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

15.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

16. COUNTERPARTS

16.1 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

17. NO PARTNERSHIP OR AGENCY

17.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute any Party the agent of the other Party, nor authorize any Party to make or enter into any commitments for or on behalf of the other Party, except as expressly authorized by the Licensor or the Licensee (as the case may be).

18. FORCE MAJEURE

18.1 Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for a-hundred-eighty (180) days or more, the Party not affected may terminate this Agreement by giving thirty (30) days’ written notice to the other Party.

19. GOVERNING LAW AND JURISDICTION

19.1 This Agreement shall in all respects be governed by and construed in accordance with the substantive laws of Switzerland (to the exclusion of its conflicts of law provisions and of the Vienna Convention on the Contracts of the Sale of Goods).

19.2 Any dispute arising out of or in connection with this Agreement, including its validity, invalidity, breach, or termination shall be exclusively referred to the competent courts for the City of Lugano, Switzerland.