Commercial License Agreement

License Categories

The Platform offers the following types of commercial licenses:

License Forms

Licensed Territory

The licensed territory shall be specified in the specific license agreement and may be selected as a worldwide license, a specific country/region license, or a language-based regional license.

License Term

IP commercial licenses (merchandise, game adaptation, film & TV adaptation, etc.) are calculated in years and selected at the time of purchase; a new license must be purchased after expiration. Illustration commercial use rights are sold as a one-time buyout and are perpetually valid — no annual renewal is required.

IP Commercial License Purchase Eligibility

• You must be at least 18 years of age
• You must have full legal capacity
• If purchasing on behalf of an entity, you must be authorized to enter into agreements on behalf of that entity
• You must complete the KYC identity verification required by the Platform
• You must not be located in a sanctioned country or region

Identity Verification Requirements (IP Commercial Licenses Only)

Before purchasing an IP commercial license (merchandise, game adaptation, film/TV adaptation, audiobook/podcast, publishing, or short video adaptation), you are required to complete KYC (Know Your Customer) verification, which includes providing a valid government-issued ID, contact information, business information (if applicable), and other relevant details. Verification information will be used for contract execution and legal compliance purposes.

Overview

Illustration commercial rights are a lightweight commercial license offered by the Platform, allowing buyers to use illustration works for commercial purposes. Unlike IP commercial licenses (which require KYC verification, agreement signing, and annual fees), illustration commercial rights follow a simplified process — no KYC required, one-time purchase, perpetual validity.

Author Listing Process

1. Author uploads original illustration and mints it as an NFT
2. Enable the "Commercial Rights" option in the work settings
3. Set prices for standard and/or exclusive licensing
4. Once listed, buyers can browse and purchase in the marketplace

Authors do not need KYC verification to list illustrations or enable commercial rights.

Buyer Purchase Process

1. Browse the marketplace and select an illustration of interest
2. View illustration details and choose a licensing mode (standard or exclusive)
3. Confirm the price and complete payment
4. Commercial rights are granted immediately upon successful payment

Buyers do not need KYC verification to purchase illustration commercial rights — just register and log in.

Licensing Modes

Permitted Uses

• Merchandise printing (T-shirts, phone cases, mugs, etc.)
• Posters and decorative art prints
• Tattoo designs
• Digital wallpapers and screensavers
• Marketing materials and advertising assets
• Commercial social media content
• Other lawful commercial purposes

Usage Restrictions

• You may not claim to be the original creator of the illustration
• You may not resell the illustration itself as a standalone product (e.g., selling the original image file directly)
• You may not use the illustration for illegal, pornographic, hate speech, or other purposes that violate Platform policies
• You may not transfer or sublicense the rights to a third party

IP Commercial License Purchase Steps

1. Browse and select the work you wish to license
2. Select the license type, license form (exclusive/non-exclusive), licensed territory, and license term
3. Confirm the license fee and select a payment method
4. Complete KYC verification (if not already completed)
5. Complete payment
6. Sign the electronic license agreement
7. Receive the license certificate and related licensing documents

Payment Methods

License fees may be paid by credit card via Stripe. All payments are processed securely through the Platform.

Scope of License

The Licensor, through the Platform, grants you the right to use the Licensed Work within the agreed license type, territory, and term. The specific scope of the license shall be subject to the license type you select and the license agreement you sign.

Licensee Rights

Within the scope of the license, you have the right to:

• Use the characters, storylines, world-building elements, and other components of the Licensed Work
• Create derivative content based on the Licensed Work
• Use derivative content for commercial purposes
• Publicly promote and advertise the use of the Licensed Work within the scope of the license
• For illustration licenses: use the illustration for merchandise printing, posters, tattoo design, digital products, marketing materials, and other commercial purposes

Rights Retained by the Licensor

The following rights are retained by the Licensor and may not be exercised without separate written consent:

• Copyright ownership of the Licensed Work
• Other commercial use rights not covered by the license type
• Usage rights outside the licensed territory
• Usage rights beyond the license term
• The right to modify the original work

License Fee

The license fee is determined based on factors such as the popularity of the work, license type, license form, licensed territory, and license term. The specific fee will be clearly displayed on the purchase page.

Payment Terms

The license fee must be paid in full in a single payment. After payment is completed, you must sign the electronic license agreement for the license to take effect.

Platform Service Fee

The Platform deducts a service fee from the upfront license fee. Standard license: Platform 30%, Author 70%. Exclusive license: Platform 40%, Author 60%.

Royalties (Ongoing Fees)

In addition to the one-time license fee, the license agreement includes ongoing royalty obligations. Royalty rates range from 8% to 40% of Net Sales Revenue, with the specific rate set forth in your signed license agreement. Exemption threshold: no royalty is due if annual Net Sales Revenue is below $50,000 USD; only the portion exceeding $50,000 is subject to the agreed royalty rate. Partial years are pro-rated. Net Sales Revenue includes product sales, box office, streaming, advertising, subscriptions, and other commercial income derived from the Licensed Work; affiliate sales are consolidated. Allowable deductions include actual returns and refunds, shipping costs, sales taxes, and payment processing fees.

Sales Reporting Obligations

If your license agreement includes royalty terms, you must submit an annual sales report for the preceding year by January 31, including gross revenue, deductions, net sales, and royalties due. Royalties must be paid in USD within 45 days of the report deadline.

Audit Rights

The Licensor or Platform may conduct one audit per year with 30 days' written notice. The Licensee must retain relevant financial records for at least 5 years.

Refund Policy

Due to the special nature of digital intellectual property licensing, license fees are non-refundable once paid. Once the license is signed and takes effect, no refunds will be provided. If the license cannot be used properly due to intellectual property issues on the part of the Licensor, the Platform will coordinate a resolution in accordance with the relevant terms of the license agreement.

Refund for Unsigned Agreements

Commercial licenses are special digital products involving intellectual property rights. Once purchased, the license occupies the licensing quota for the work (especially for exclusive licenses), and even before the agreement is signed, it has already caused actual impact on the Licensor and other potential Licensees. Therefore, if you have completed payment but have not signed the electronic license agreement within 7 days, you may request a refund of 50% of the amount paid. If the agreement remains unsigned after 7 days, the license will be deemed forfeited, and the Platform will automatically initiate a refund of 50% of the amount paid.

Content Review

The Licensor has the right to review derivative content you create based on the Licensed Work to ensure consistency in quality and brand image. Review requirements and standards shall be specified in the license agreement.

Quality Standards

Your derivative works shall:

• Be consistent with the overall style and tone of the Licensed Work
• Not deviate from the nature and positioning of the original work (e.g., content rating, subject matter scope)
• Not contain content that violates applicable laws and regulations
• Not damage the reputation of the Licensor or the original work
• Meet the quality standards of the relevant industry

Intellectual Property of the Original Work

The copyright and related intellectual property rights of the Licensed Work belong to the Licensor. This Agreement does not constitute any form of intellectual property transfer.

Intellectual Property of Derivative Works

For derivative works you create based on the Licensed Work, the portions that are your original creation belong to you. However, your rights in the derivative works are subject to the terms of this license agreement, including limitations on the license term and scope of use.

Infringement Handling

If you discover that a third party is infringing upon the intellectual property rights of the Licensed Work, you shall promptly notify the Platform and the Licensor. You may not initiate legal proceedings against the infringing party in your own name without authorization.

License Term

The license takes effect on the date the license fee is paid in full and terminates upon expiration of the agreed license term.

Early Termination

The license may be terminated early under the following circumstances:

• You materially breach the terms of this Agreement
• You use the Licensed Work beyond the scope of the license
• You fail to pay the license fee on time
• Your derivative works seriously damage the reputation of the Licensor
• Changes in laws or regulations make it impossible to continue performing the Agreement

Effect of Termination

• You must immediately cease all use of the Licensed Work, including all production, distribution, display, and sales
• All digital content must be delisted by the termination date — no sell-off period is provided under this Agreement
• If you still hold physical inventory, you are encouraged to negotiate a license renewal before expiration
• License fees already paid will not be refunded
• Any continued use after the license expiration date constitutes infringement and will be subject to the breach penalties specified in the license agreement

Licensor Warranties

• The Licensor holds lawful copyright or licensing rights to the Licensed Work
• The Licensed Work does not infringe upon any third party's intellectual property rights
• The Licensor has the authority to license the commercial use of the work through the Platform

Licensee Warranties

• You have full legal capacity to enter into this Agreement
• You will use the Licensed Work within the scope of the license
• Your derivative works will not infringe upon any third party's rights
• You will comply with all applicable laws and regulations
• The KYC information you provide is true, accurate, and complete

Platform Liability

The Platform acts as the Licensor's agent and technology service provider and shall not be liable for the content or quality of the Licensed Work or for your commercial success. The Platform's liability is limited to its role as an intermediary service provider.

Liability Cap

The total liability of any party arising from this Agreement shall not exceed the amount of the license fee you have paid.

Exclusion of Liability

No party shall be liable for indirect losses, loss of profits, loss of business opportunities, or consequential damages.

Amicable Negotiation

Any disputes arising from this Agreement shall first be resolved through amicable negotiation between the parties.

Arbitration

If negotiation fails, either party may submit the dispute to JAMS for arbitration in Wilmington, Delaware. Small claims (USD $25,000 or less) shall be resolved through JAMS Streamlined Arbitration Rules conducted online. The arbitration award shall be final and binding on both parties.

Governing Law

This Agreement shall be governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

Entire Agreement

This Agreement, together with the specific license agreement you sign, constitutes the entire agreement between the parties regarding the licensing matters and supersedes all prior oral or written agreements.

Amendments

The Platform reserves the right to amend this Agreement. Material changes will be notified in advance. Changes shall not affect specific license agreements that have already taken effect.

Assignment

You may not assign the rights or obligations under this Agreement without the written consent of the Licensor and the Platform.

Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.