Diddy Memes
Terms and Conditions

Thank you for visiting www.pdiddymemes.com (the "Website"). Please carefully review the terms below as they contain important information about the Website and the digital collectible tokens known as as "Diddy Memes" or "Diddy" featured on the Website(the "Diddy Memes").

Introduction

The Website is owned and operated by Combs Brothers Productions LLC (hereinafter collectively referred to with its affiliate(s), successor(s), assign(s) and/or designee(s) as "Meme Group" "we" "our" or "us"). Combs Brothers Productions LLC is owned exclusively by relatives of Sean Combs, a/k/a "Diddy", including certain of his children. Our Website, together with any content, functionality, and services offered on or through our Website, and all of the existing and any updated or new content, features, functionalities, materials, social media pages, shall be collectively referred to as the "Services."

THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, RELEASES, A CLASS-ACTION WAIVER, AND A REQUIREMENT TO ARBITRATE ANY AND ALL CLAIMS THAT MAY ARISE HEREUNDER AGAINST COMBS BROTHERS PRODUCTIONS LLC, AND ITS COMMERCIAL PARTNERS AND LICENSORS, AND EACH OF THEIR RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, "COVERED PARTIES"), WHO ARE EXPRESS THIRD-PARTY BENEFICIARIES OF THE MANDATORY ARBITRATION PROVISION.

You agree to the Terms and Conditions in their entirety when you: (a) access or use the Website; (b) access and/or view any of the: (i) links to third-party resources and other information ("Third-Party Links") through the Website; and/or (ii) videos, audio, stories, testimonials, text, photographs, graphics, artwork, information and/or other content that may be featured on the Website (the "Website Content," and together with the Third-Party Links, the "Content"); and/ or (d) purchase any of the Diddy Memes featured on the Website (the "Diddy Memes"); and/or (e) indicate your acceptance of these Terms and Conditions.

These Terms and Conditions supersede all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to your use of the Services. If you do not understand or agree to the Terms and Conditions in its entirety, you should not use the Website or any of the Services in any manner or form whatsoever.

6. Grant of Rights

Subject to and fully conditioned upon your continued compliance with these Terms and Conditions, and solely for so long as you own a Diddy Meme embedded with the Associated Artwork, we grant you a revocable, limited, personal, non- exclusive, non-sublicensable, worldwide license to display, perform and distribute such Associated Artwork solely (i) for non-commercial, personal use, including within audiovisual media (e.g., displaying such Associated Artwork on a platform or service, including online games or online environment(s) that may be commonly known as "metaverse(s)", for personal, non-commercial purposes); and/or (ii) in connection with your attempt(s) to sell or otherwise transfer your Diddy Meme(s) to any other person or entity, in each case subject to the terms and conditions set forth herein (the "License"). You acknowledge and agree that we may revoke, amend, remove or otherwise modify the License granted to you, for any reason, with or without notice to you.

Notwithstanding anything to the contrary and for the avoidance of doubt, the foregoing shall not permit the use of, and you will not, and you will not authorize, permit or assist any third party to, directly or indirectly use, any Associated Artwork in connection with any of the following:

1. a. any illegal product or service or any other use in violation of applicable law;

2. b. any physical or digital firearm or weapon;

3. c. any physical or digital tobacco product, pharmaceutical product or regulated drug, or product, substance or material containing any tobacco product or regulated drug (excluding alcohol);

4. d. any counterfeit physical or digital product;

5. e. any product, service, content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable, inappropriate or harmful to our intellectual property and/or goodwill, as determined by us in our sole discretion; and/or

6. f. any other digital collectible project (including without limitation, fungible or non- fungible blockchain-based tokens) that would use or incorporate any Associated Artwork.

7. Ownership and Limitations

We retain all rights, title and interest in the Website Content and Associated Artwork, and all copyrights and/or other intellectual property rights therein. Except as specifically set forth in Section 6 above, you do not have and will not have any right, title or interest in or to any Associated Artwork and you shall not be deemed to be granted any rights, whether express or implied, with respect to any Associated Artwork or any derivative works thereof.

For avoidance of doubt, you have no right to, and you will not, and you will not authorize, permit or assist any third party to, use any name, trademark, logo, branding or other intellectual property of Meme Group or any affiliate, commercial partner or licensor of Meme Group, or of Sean Combs, for any purpose not specifically set forth herein, or otherwise do or say anything to indicate or imply that we or any of our affiliates sponsors, promotes or endorses any product, service or media or provides any representations or warranties with respect to any product, service or media.

For the avoidance of doubt, if at any time you transfer a Diddy Meme to a third party, any rights granted to you hereunder with respect to such Diddy Meme and the Associated Artwork associated therewith shall immediately terminate (without the requirement of notice) with no outstanding or ongoing obligation or liability to you.

8. Blockchain Forks

1. a. You acknowledge and agree that the Diddy Memes sold through the Purchase Links exist on the version of the Solana digital blockchain ledger and network that is recognized by the nodes or validators of such network as canonical as of the time of such sale (the "Designated Blockchain"); provided that, for the avoidance of doubt, the Designated Blockchain does not refer to any Persistent Forks (as defined below), any digital blockchain ledgers which are not operating in a production environment or blockchains which are referred to as a "testnet". As used herein, a "Persistent Fork" means a digital blockchain ledger and network generally recognized in the blockchain industry as the mainnet and consensus blockchain of a persistent "contentious hardfork" from the Designated Blockchain, which such hardfork has or would reasonably be expected to have material value independent from the Designated Blockchain.

2. b. In the event of a Persistent Fork that creates a copy(ies) of any Diddy Memes at the same addresses at which they were then held on the Designated Blockchain, the scope of the term "you" under these Terms, and all licenses granted to and other rights of you under these Terms, shall be deemed expanded to include each person who lawfully holds exclusive title to and ownership of the copy(ies) of the applicable Diddy Memes that are included on the Persistent Fork. You hereby acknowledge and agree that, as a result of the preceding sentence, in the event of a Persistent Fork, the aggregate number of the Diddy Memes may be increased and/or unlimited minting of such Diddy Memes may be permitted.

9. Assumption of Risk

You acknowledge that the Diddy Memes and/or Associated Artwork is/are made available solely for social, cultural, and entertainment purposes and not as an investment instrument of any kind. Accordingly, you acknowledge and agree that you assume the following risks:

1. a. to the extent there is a secondary market and/or price for Diddy Memes, such prices may be extremely volatile and you may experience substantial losses in connection with a sale or other disposition of Diddy Memes. We make absolutely no promise or guarantee that the Diddy Memes will increase in value or maintain the same value as the amount you paid to purchase same;

2. b. risks associated with digital assets (including Diddy Memes) include, but are not limited to, (i) hardware, software and/or Internet failures, (ii) the loss of access to Diddy Memes due to, e.g., loss of so-called "private key(s)" or third-party custodial error, (iii) malicious software introduction (e.g., hacking or cyber- attacks), and/or (iv) that third parties may obtain unauthorized access to information stored within your so-called "digital wallet" or elsewhere (e.g., fraud);

3. c. upgrades, so-called "hard forks," failures, cessations or other changes to the blockchain(s) underlying the Diddy Memes that may affect your access to and/or use of any Diddy Memes or Associate Artwork;

4. d. risks associated with third-party software providers, marketplaces and/or other actors that may be associated with any Diddy Meme(s), including with respect to the continued availability of such third party(ies) and/or the protection and/or storage of any digital assets or other data that you may provide to such third party(ies);

5. e. the risk of changes to the regulatory and/or policy regime(s) governing blockchain technologies (e.g., digital assets) which may adversely affect your access to and/ or use of any Diddy Meme or Associated Artwork;

6. f. risks associated with transaction(s) between you and any third party(ies) (e.g., your transfer of Diddy Meme(s) to any such third party).

In addition to assuming all of the above risks, you acknowledge that you have obtained sufficient information to make informed decision(s) with respect to the Diddy Memes (including, without limitation, the acquisition thereof and/or your entering into these Terms and Conditions) and that you understand and agree that you are solely responsible for determining the nature, suitability and appropriateness of these risks for yourself.

10. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Covered Parties from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities of every kind and nature whatsoever (including, without limitation, attorneys" fees and other legal expenses), whether known or unknown, that are caused by, arise out of or are related to (a) your ownership, use or misuse of any Diddy Meme and/or Associated Artwork; (b) your breach or violation of these Terms; and/or (c) your breach or violation of any right(s) of any third party (collectively, "Claims"). You agree to promptly notify us of any Claim(s) and shall cooperate fully with the Covered Parties in defending such Claims. You further agree that the Covered Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN ANY WRITTEN AGREEMENT(S) BETWEEN YOU AND US.

11. Limitation of Liability; Release

1. a. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, THE DIDDY MEMES AND/OR ASSOCIATED ARTWORK ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" "BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. Meme Group (AND ITS AFFILIATE(S), LICENSOR(S) AND/OR OTHER BUSINESS ASSOCIATE(S)) MAKES NO WARRANTY THAT THE FOREGOING: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR- FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL OR SAFE. WE DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE DIDDY MEMES AND/OR ASSOCIATED ARTWORK ASSOCIATE THEREWITH. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

2. b. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL MEME GROUP OR ITS AFFILIATES, OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF DIGITAL ASSETS (E.G., NFTS), LOSS OF SO-CALLED "PRIVATE KEY(S)", LOSS OF SO-CALLED "SEED PHRASE(S)", LOSS OF ACCESS TO ANY SO-CALLED "DIGITAL WALLET(S)", OR ANY OTHER DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO ACCESS OR USE, ANY DIDDY MEMES AND/OR ASSOCIATED ARTWORK, INCLUDING BUT NOT LIMITED TO ANY CONTENT ON THE SERVICE OR ANY OTHER WEBSITES AND/OR MOBILE APPLICATIONS AND/OR ANY ITEMS OBTAINED THROUGH THE SERVICE OR SUCH OTHER WEBSITES AND MOBILE APPLICATIONS, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

3. c. IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, DIDDY MEMES AND/OR ASSOCIATED ARTWORK AND/OR THE ACCESS TO AND/OR USE THEREOF, EXCEED $100.

4. d. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, THE DIDDY MEMES AND/OR ASSOCIATED ARTWORK MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM SHALL BE DEEMED PERMANENTLY WAIVED AND BARRED.

5. e. YOU, ON BEHALF OF YOURSELF AND YOUR SUCCESSORS, ASSIGNS, AND OTHER LEGAL REPRESENTATIVES (INDIVIDUALLY AND COLLECTIVELY, THE "RELEASING PARTIES"), HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY RELEASE AND FOREVER DISCHARGE EACH OF THE COVERED PARTIES OF AND FROM ALL DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS, COVENANTS, CONTRACTS, CONTROVERSIES, DAMAGES AND ANY AND ALL OTHER CLAIMS, COUNTERCLAIMS, DEFENSES, RIGHTS OF SET-OFF, DEMANDS AND LIABILITIES WHATSOEVER OF EVERY NAME AND NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, BOTH AT LAW AND IN EQUITY, WHICH ANY RELEASING PARTY MAY NOW OR HEREAFTER OWN, HOLD, HAVE OR CLAIM TO HAVE AGAINST THE COVERED PARTIES OR ANY OF THEM FOR, UPON, OR BY REASON OF ANY CIRCUMSTANCE, ACTION, CAUSE OR THING WHATSOEVER WHICH ARISES FOR OR ON ACCOUNT OF, OR IN RELATION TO, OR IN ANY WAY IN CONNECTION WITH ANY OF THE ADDITIONAL RIGHTS, INCLUDING ANY EXERCISE OR REMOVAL THEREOF.

6. f. THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING OUR LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.

12. Governing Law

These Terms will be construed in accordance with the laws of the state of New York as applied to contracts made and performed entirely therein, and without regard to conflicts of laws principles to the contrary. Except as otherwise set forth in Section 12 below, any disputes relating to these Terms will be brought solely in the state or federal courts located in the New York County, New York and you hereby consent to the exclusive jurisdiction of such state and federal courts and waive any defense of forum non conveniens. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THESE TERMS.

13. Dispute Resolution

1. a. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, including all questions of arbitrability, shall be settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules by a sole arbitrator. You and Meme Group shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty- one (21) days of the commencement of the arbitration, the appointment shall be made by the AAA in accordance with the Commercial Arbitration Rules. The place, or legal seat of arbitration, shall be New York County, New York, and the language of the arbitration shall be English.

2. b. You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons. Each party shall be exclusively responsible for paying its own arbitration filing fees, which may later be allocated by the arbitrator as set forth below.

3. c. The arbitrator shall issue a reasoned award and, subject to the limitation of liability set forth above, shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs, to proceed ex aequo et bono, or to exercise rights of iura novit curia. You and Meme Group each retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney's fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.

4. d. YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH US MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM WILL BE PERMANENTLY BARRED.

14. Remedies

In addition to any other rights and remedies to which we may be entitled under contract, at law or in equity, in the event that you breach these Terms at any time, your right to copy, display, perform and/or distribute the Associated Artwork and any and all other license rights that you may have under these Terms and Conditions will immediately terminate without any requirement of notice and with no outstanding or ongoing obligation or liability to you. Upon any termination of your license rights hereunder, you will immediately cease all use of any Associated Artwork. We may disable digital-wallet and/or similar functionality(ies) with respect to the affected Associated Artwork, prohibit any platform or service from retrieving or rendering any such Associated Artwork in connection with the services they provide and/or take any other steps to prevent unauthorized use of any Associated Artwork. We will have no obligation or liability to you for any such actions and you will not interfere with, or seek to prevent, any such actions.

15. Miscellaneous

These Terms do not, and may not be construed to, create any partnership, joint venture or agency relationship between you and Meme Group. If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms. If Meme Group fails to insist that you perform any of your obligations under these Terms, or if Meme Group does not enforce its rights against you, or if it delays in doing so, that will not mean that Meme Group has waived its rights against you and will not mean that you do not have to comply with those obligations. If Meme Group does waive a default by you, it will only do so in writing, and that will not mean that it will automatically waive any later default by you. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with Meme Group's prior written consent, unless otherwise specifically set forth herein. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Serving as an advisor to Combs Brothers Production LLC is Maven Agency LLC and Michael Shelton, Mission Street Ventures, Brannan Street Ventures, and by and through Reed Smith LLP