Ambassadors of Art License Agreement

Last updated: December 1, 2025

This Ambassadors of Art License Agreement (this “Agreement”) is entered into by Jose A. Zephyr Revocable Trust (hereinafter referred to as “AmbassArt” or “Zephyr-Trust” or “User” or “Licensee”) and the entity executing this Agreement (hereinafter referred to as “You” or “Owner” or “Licensor”).

You indicated you would like to share and display all the artworks of your AmbassArt Gallery (“Your Gallery” – https://ambassart.com/gallery/[your_gallery]) within the Catalogue Subscription (the “Catalogue”). To enable this setting, you must review and accept the below License Agreement, which apply to the licensed items of intellectual property (the “Licensed IP”) from Your Gallery.

Please do not accept the Terms of this Agreement if you are a RESELLER. This License Agreement set out the rights and obligations that apply between User and Owner.

If you are accepting this Agreement on behalf of an Artist, you warrant that: (a) you have full legal authority to bind the Artist to this Agreement; (b) you have read and understand the Terms of this Agreement; and (c) you agree, on behalf of the Artist, to the Terms of this Agreement. If you do not have the legal authority to bind the Artist, please do not accept the Terms of this Agreement.

THIS LICENSE AGREEMENT WILL COMMENCE ON THE DATE YOU, THE OWNER OF THIS ACCOUNT, CLICK THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS; YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT (the “Effective Date”).

In consideration of the parties’ respective rights and obligations that are described in this Agreement, the parties agree as follows:

1. License

Owner hereby grants to User a non-exclusive license to use the following Licensed IP: all artworks of Owner, displayed on Owner’s AmbassArt “Gallery” (https://ambassart.com/gallery/[your_gallery]). Owner grants the License solely for the limited purposes of displaying the Licensed IP on the AmbassArt Catalogue via the Internet. User is authorized to use the Licensed IP worldwide (the “Territory”).

Nothing herein obligates User to exercise the rights granted in this Agreement.

2. Consideration

As consideration for the license granted and described in this Agreement, User shall pay to Owner the following fees and/or royalties:

Type of Payment	Payment Due Date	Payment Amount
Milestone Payment	The twenty first (21st) of each month	$0.12 per Licensed IP selected in any paid plan.

Payment shall be made within three (3) days of the due date. If any payment is not made within three (3) days after the due date, Owner may charge interest of 5% per month charged. In the event any payment is collected at law or through an attorney-at-law, or under advice therefrom, or through a collection agency, User agrees to pay all costs of collection, including, without limitation, all court costs and reasonable attorney’s fees.

3. Right to Sublicense

User has no right to grant sublicenses to any third party unless Owner provides its approval in writing. Any approved sublicense is subordinate to, and must conform to the terms and conditions of this Agreement, and will not include the right to grant further sublicenses.

4. Copies

User shall not make copies of the Licensed IP, except as expressly approved by Owner. For any authorized copy made of the Licensed IP, User must accurately reproduce the Licensed IP with the proper notices as directed by Owner from time to time.

5. Intellectual Property Notice and Markings

In no event may User remove any copyright or intellectual property notice, proprietary legend, trademark or service mark from any materials. Owner may require an appropriate legal notice or legend, as required by law or established by Owner, be placed on all products, packaging and promotional materials.

6. Quality Control

User agrees that any use of the trademarks included in the Licensed IP must comply with all quality control standards and usage guidelines as may be reasonably established by Owner, and must generally conform with good trademark usage. Owner may reasonably request that User deliver representative samples of any products or materials containing the Licensed IP to ensure all quality control standards and usage guidelines are being maintained and adhered to.

7. Ownership of Licensed IP

User agrees that, subject to the rights and licenses granted herein, Owner is, and will remain, the sole and exclusive owner of all right, title, and interest, throughout the world, to all Licensed IP and any copies of the Licensed IP.

8. User’s Diligence

User will cooperate to diligently protect the Licensed IP. User agrees to promptly notify Owner in writing of any unauthorized use, infringement, misappropriation, dilution, or other violation or infringement of the Licensed IP of which User becomes aware.

9. Legal Action

Owner will maintain sole control and discretion over the prosecution and maintenance with respect to all rights, including all intellectual property rights to the Licensed IP. Owner will have the primary right, but not the obligation, to bring and control any litigation, enforcement action, proceeding, or other legal action (collectively, the “Action”) against any unauthorized use, infringement, misappropriation, dilution or other violation of the Licensed IP. User agrees to cooperate with Owner in any Action that Owner may undertake to protect the Licensed IP, and upon Owner’s request, User will execute, file, and deliver all documents and proof necessary for that purpose, including being named as a party to the Action as required by law. Owner will be entitled to retain the entirety of any award arising from any Action. User may participate and be represented in any Action by its own counsel at its own expense. User will have no claim of any kind against Owner based on, or arising out of Owner’s handling of, or decisions concerning, any Action, settlement or compromise.

10. Mutual Representations and Warranties

Each party represents and warrants that: (a) it has the power and authority to enter into this Agreement, and the execution, delivery, and performance of this Agreement and the transactions and other documents contemplated have been authorized by the parties; and (b) this Agreement has been executed and delivered by each party, and constitutes a legal, valid, and binding obligation of the party, fully enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors’ rights, and general equity principles.

11. Owner’s Representations and Warranties

Owner represents and warrants that: (a) Owner owns and/or controls the rights granted to User in this Agreement and Owner has the right to grant such rights and to enter into this Agreement; (b) to the best of its knowledge the Licensed IP does not infringe upon or violate (i) any copyright, patent, trademark, or other proprietary right of a third party or (ii) any applicable law, regulation, or non-proprietary right of a third party; and (c) Owner has no knowledge of any claim which, if sustained, would be contrary to Owner’s warranties, representations, and obligations contained in this Agreement.

12. No Warranties

User acknowledges that: (a) Owner is providing Licensed IP to User on an “as is” basis without warranty of any kind; (b) Owner has not prepared or modified the Licensed IP to meet any specific requirements or specifications of the User; (c) Owner makes no representations or warranties as to value, use, sale or other exploitation of the Licensed IP by the Owner or any third party.

13. Laws and Regulations

User represents and warrants that User will comply, and ensure its Affiliates comply, with all local, state, federal and international laws and regulations relating to the development, manufacture, use, sale, importation and exportation of Licensed IP.

14. Indemnification by Owner

Owner will under no circumstances, be obligated to indemnify, defend, or hold User, its Affiliates, or respective representatives, officers, directors, stockholders, employees or agents harmless from any liability, claims, demands, causes of action, judgments, damages, or expenses (including reasonable attorneys’ and experts’ fees and costs) arising out of or as a result of User’s or its sub-licensees’ use of the Licensed IP under this Agreement.

15. Limitations of Liability

EXCEPT FOR ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED BY LAW, NEITHER PARTY, NOR ANY AFFILIATE, WILL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY, ANY AFFILIATE OR OTHER THIRD PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE, OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME STATES. USER MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. OWNER DOES NOT SEEK TO LIMIT USER’S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.

16. Term

This Agreement will commence from the Effective Date, and will continue in full force and effect for an initial period of three (3) year(s). This Agreement will automatically be renewed for periods of one (1) year(s) each, unless either party gives notice of non-renewal to the other party at least thirty (30) days prior to the end of any one (1) year term.The notice will terminate this Agreement upon expiration of the then current term.

17. Termination

Either party may terminate this Agreement immediately upon delivery of written notice to the other party specifying clearly the grounds for termination if the other party commits a material breach of its obligations under this Agreement and fails to cure the breach within thirty (30) days after written notice of the breach is received by the breaching party. For the avoidance of doubt, termination will be without prejudice to any liability incurred prior to the effective date of termination.

18. Assignment

This Agreement may not be assigned by User without Owner’s prior written consent. Owner may assign this Agreement, in whole or in part, to any Affiliate or successor. The rights and obligations under this Agreement will be binding upon the parties and their successors. The use of the Licensed IP, however, shall inure solely to the benefit of Owner and its respective successors and permitted assigns. Any attempted assignment or delegation in contravention of these provisions will be void and ineffective.

19. Severability

If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the Agreement will be valid and enforceable and the parties will negotiate in good faith a substitute, valid and enforceable provision which most nearly puts into effect the intent of the parties.

20. No Waiver

This Agreement may not be altered, modified, or amended in any way except in writing signed by both parties. The failure of a party to enforce any provision of the Agreement will not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.

21. Entire Agreement

This Agreement and the attachments hereto represent and constitute the entire agreement between the parties, and supersede and merge all prior negotiations, agreements, and understandings, oral or written, with respect to any and all matters between the parties.

22. Governing Law

The parties hereby agree that this Agreement will be governed by, and constructed and enforced in accordance with the laws of the District of Columbia, without reference to rules governing choice of laws.

23. Disputes

Any dispute arising from this Agreement shall be resolved through mediation. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.

24. Notices

All notices, demands or other communications to be given under this Agreement by either party to the other shall be in writing and shall be deemed to have been duly given if: (i) sent by registered post to a party at the address given for that party in this Agreement; or (ii) to the email address of each party usually used to correspond within Your Gallery option for invoicing/payment of royalties.

25. Amendments

Subject to any express limitations set out therein, the License and Consideration Sections in this Agreement may be amended or modified by either party to the other (a) for legal or reasonable commercial reasons, and (b) to amend the amount of fees, but no more frequently than once a year. Unless otherwise agreed, amendments will take effect upon giving the other party 30 days notice via email. All changes shall be deemed to have been accepted by the other party unless that party terminates the Agreement prior to the expiry of the 30 day period.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date.

If you do not wish to accept this Agreement, you can always go back to the previous screen to disable License Agreement and proceed with account sign-up.

AmbassArt, Version 1.0

Previous versions: December 1, 2025