1. DEFINITIONS

“Art” means any digital creation, art, design, and drawings created by its author, and first released to

the public by the Creator, that may be associated with an NFT that can be transferred to an Owner.

“Attribute” means each and all constituent elements of the Art, taken independently of the overall Art,

including designs and patterns of the background, clothes, earrings, eyes, face accessories, facial

features, hairstyle, lips, mouth, necklace, and skin tone.

“NFT” means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721

standard, issued and tradable on a blockchain.

“Creator” means the entity which released to the public the Purchased NFT, and related Art, on behalf

of its author, i.e., Socialite Girls’ Club registered in Amsterdam, Netherlands.

“Effective Date” means the date on which this Agreement, as defined hereinafter, shall be deemed

entering into force, that is (i) as for the Primary Owner, the date on which this Agreement is displayed

on SCG Website for the first time and therefore deemed attached to the Purchased NFT through a link

in the NFT’s metadata, i.e., June 20th, 2022 and (ii) as for any subsequent Owner, the date of

acquisition of the Purchased NFT.

“Owner” means the current owner of the NFT and related Art. In case of transfer of ownership, including

via Resale, the recipient becomes the sole Owner of the Purchased NFT. There can be several different

owners of each NFT (and related Art) throughout time but only one Owner at a time. Owner shall include

the Primary Owner and all subsequent Owners.

“Own” means, with respect to an NFT, an NFT that one has purchased or otherwise rightfully acquired

from a legitimate source, where proof of such purchase is recorded on the relevant blockchain, thus

becoming the Owner of the Purchased NFT (and related Art).

“Primary Assignment” means the first assignment by the Creator of all its rights, title and interest in

and to the intellectual property rights on the Art to the Primary Owner, as detailed in Article 3 of the

Agreement, as defined hereinafter.

“Primary Owner” means the individual or entity qualifying as Owner on the Effective Date and party to

the Primary Assignment.

“Purchased NFT” means an NFT that one has purchased, or acquired in any way, and thus Owns

altogether with the related Art.

“Resale” means the sale by the Owner of the Purchased NFT, and related Art, to a subsequent buyer,

which shall own the Purchased NFT and related Art upon its effective purchase and thus become its

new Owner.

“Secondary Assignment” means, in case of Resale, any and all assignment by the Owner of all its

rights, title and interest in and to the intellectual property rights on the Art to the subsequent buyer of

the Purchased NFT.

“SCG Website” means the website published and edited by the Creator accessible at the following

link: https://socialitegirlsclub.com/.

2. OBJECT

This copyright assignment agreement is intended to govern the terms and conditions of assignment of

all rights, title and interest in and to the intellectual property rights on the Art to which this agreement is

attached (hereinafter the “Agreement”).

The Agreement shall govern the Primary Assignment under which the Creator has agreed to assign to

the Primary Owner its intellectual property rights on the Art and all Secondary Assignments between

the Owner and subsequent buyers of the Purchased NFT, where applicable.

The Agreement shall be effective as of the Effective Date and remain in force as long as it is still

attached to the Purchased NFT. By acquiring the Purchased NFT, and related Art, in any way

whatsoever, the Owner hereby acknowledges having read the content of this Agreement as available

on the SCG Website which is linked in the metadata of the Purchased NFT and agrees to abide by its

terms and conditions set forth herein.

This Agreement shall apply to the Primary Assignment and all Secondary Assignments to the extent no

other written agreement has been concluded between the parties to such assignment. In case of

contradiction between the specific agreement and the Agreement, the provisions of the agreement shall

prevail.

The Creator may revise this Agreement and publish amended versions thereof from time to time. Such

new versions will be similar in spirit to the present version, but may differ in detail to address new

problems or concerns. Each version of the Agreement shall be numbered and the latest version

published shall apply. In any case, no amended version of the Agreement shall have the effect to restrict

the rights granted to the Owner hereunder.

3. PRIMARY ASSIGNMENT

In consideration of the Purchase Price, as defined hereinafter, and subject to the Primary Owner

continued compliance with the terms of this Agreement and applicable laws, the Creator hereby assigns

as of the Effective Date to the Primary Owner, on an exclusive basis, for the legal duration of the

intellectual property rights and for the whole world, all exploitation, reproduction, representation and

adaptation rights relating to the Art attached to the Purchased NFT to which this Agreement is linked.

It is specified that the rights of reproduction, representation and adaptation are granted to the Primary

Owner for all modes of exploitation, including commercial ones, and on all medium and/or media

(including but not limited to, digital media, physical media, paper editions, optical discs, storage media,

multimedia, etc.), using all formats (including but not limited to, still images, animated sequences, etc.)

and by all technical processes known to date or to come (including but not limited to digitalisation and

computer storage, downloading, all computerised means or electronic communication networks, etc.),

and such rights shall include, in particular but without being limited to it:

(i) the reproduction by any process of the Art, by any means known and/or unknown in the current

state of the art, including but not limited to manufacturing, duplication, copying, broadcasting,

distribution, publication, marketing, promotion and advertising, in all formats and sizes, allowing

communication to third parties, by any means and/or medium;

(ii) the representation and communication, directly or indirectly, to third parties, of the Art, in whole

or in part, by any means of communication known or unknown to date, including but not limited

to by catalogue, written press, display, POS advertising, posters, television and by all public or

private, free or paying, analogue or digital, telecommunication or computer networks, online

and offline, including the Internet and any other equivalent;

(iii) the right to, subject to the Creator’s moral rights as detailed in Article 6, and where technically

required, edit, adapt and modify in a non-substantial way the Art, for the purposes of its

reproduction or representation and to create derivative works thereof, which may include

corrections of size, format, color, enhancement or preservation of certain details and any other

required correction;

(iv) the right to integrate all or part of the Art into another work and create derivative work thereof,

and the right to affix any trademarks, logos and/or text, including advertising, with respect to

the provisions set forth in Articles 6 and 7;

(v) the right to proceed, in its name and at its expense, to any appropriate registration in the

countries of its choice, subject to compliance with any registered rights of the Creator.

For the avoidance of doubt, nothing contained in this Agreement shall grant or shall be deemed to grant

any right on the Art’s Attributes, which shall remain the exclusive property of the Creator.

The Primary Owner shall remain free to exploit or not to exploit the rights thus assigned under the

trademark or name of its choice, subject to compliance with the provisions of this Agreement.

Creator agrees that the full price of transfer of the above-listed rights is included in the Purchase Price,

as defined hereinafter.

Without prejudice of the moral rights detailed in Article 6, the Creator shall be deemed to have transfer

all the above-mentioned rights to the Primary Owner on the Effective Date, in execution of the Primary

Assignment. Consequently, the Creator may only use the Art with the prior consent of the Owner.

4. SECONDARY ASSIGNMENT

The Primary Owner and, where applicable, all subsequent Owners, shall have the right to Resale the

Purchased NFT, and related Art, on a marketplace allowing the purchase and sale of NFTs. The Owner

shall provide its best efforts to Resale the Purchased NFT on a marketplace which (i) cryptographically

verifies each NFT owner’s rights to display the Art in order to list it for sale, to ensure that only the actual

Owner can display the Art for Resale, and (ii) provides for a percentage of the Resale price to be

automatically granted to the Creator upon Resale.

The Primary Owner and, where applicable, all subsequent Owners, shall have the right to license,

assign or otherwise transfer to a third-party all or part of the intellectual property rights on the Art hereby

granted as per this Agreement, for any purpose whatsoever.

In case of transfer of ownership of the Purchased NFT, in any way whatsoever, including Resale, the

Owner agrees to assign to the subsequent buyer of the Purchased NFT all rights on the related Art

detailed in Article 3 of this Agreement, under the same conditions, to the extent such rights have not

been previously transferred to a third-party in compliance with the Agreement.

In case of transfer of ownership of the Purchased NFT, in any way whatsoever, including Resale, all

rights on the Art granted by the Owner to a third-party, and/or rights of the Owner on derivate works

thereof, shall remain in force and fully effective after the Resale, unless otherwise agreed upon between

the Owner and the subsequent buyer.

This Agreement shall govern any Resale as long as it is still attached to the Purchased NFT and

provided no other agreement has been concluded between the Owner and the subsequent buyer, which

shall only apply between the parties of said agreement.

5. COMPENSATION

It is expressly agreed that all intellectual property rights assigned to the Primary Owner, as per the

Primary Assignment, or to the subsequent Owners, as per a Secondary Assignment, are granted in

consideration of the price paid by the Owner to purchase the Purchased NFT, as listed on the NFT

marketplace on which it is acquired (the “Purchase Price”), where applicable, which shall be deemed

fixed and definitive.

Notwithstanding the foregoing, the Creator shall also be entitled to a compensation on any Resale of

the Purchased NFT in accordance with the percentage of commission determined by the NFT

marketplace on which said Resale is completed.

6. MORAL RIGHTS

The Creator shall have the right to enforce, on behalf of the author, all moral rights of the author of the

Art, as provided by applicable law, which shall remain perpetual, inalienable, imprescriptible and, in

general, absolute.

The Owner hereby undertakes to abide, and make its contractors, including licensees and subsequent

buyers, and third parties abide by the author’s moral rights in any and all use of the Art, and in particular

the following rights:

(i) right of authorship, which shall entitle the Creator to demand and claim at any time that the

author’s chosen name be mentioned on any mode of publication of the Art; and

(ii) right to preserve the integrity of the Art, which shall entitle the Creator to oppose any

modification, deletion or addition likely to alter the Art, or any use of the Art that may alter

its spirit, devaluate it or otherwise be deemed prejudicial to the reputation of the author.

7. TRADEMARKS AND PROMOTION

When using the Art, in any way whatsoever, including but not limited to its publication, exploitation,

and/or promotion, the Owner shall not use the trademarks, service marks, or proprietary words or

symbols of the Creator, to the extent otherwise permitted by applicable law or by written agreement of

the Creator.

By exception, when using the Art for non-commercial purposes only, the Owner shall have the right to

reference the Creator by using the denomination “Socialite Girls’ Club” or condensed denominations

 “SCG”, unless informed otherwise by the Creator. Such use shall not, in any way

whatsoever, damage or adversely impact the Creator or author’s reputation.

The Creator shall have the right, at its sole discretion, to promote, including through social medias, any

public use of the Art by the Owner, unless the Owner informs the Creator otherwise.

Except as set forth in this Article 7, nothing contained in this Agreement shall grant or shall be deemed

to grant to either party any right, title or interest in or to the other party’s trademarks.

In any case, the Owner shall not use the Art in a way that would or could present the Creator as

endorsing, recommending or favoring, in any way whatsoever, the Owner and/or its use of the Art.

8. COOPERATION

The Creator and the Owner shall cooperate in good faith and reasonably assist each other in the

prosecution of legal proceedings involving the Art, or derivate works therefrom, including proceedings

conducted for the purpose of protecting any and all intellectual property rights on the Art from

infringement.

The Creator shall have the right to protect and defend, including through litigation, the rights attached

to the Art in the event of the Owner’s inaction and subject to its prior information.

9. GOVERNING LAW

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in

part, the provision shall apply with whatever deletion or modification is necessary so that the provision

is legal, valid and enforceable and gives effect to the initial intention of the parties.

The validity of this Agreement and any of its terms and provisions, as well as the rights and duties of

the parties hereunder, shall be governed, interpreted and enforced in accordance with the laws of

the Netherlands.