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The California Wildfire Resilience White Paper + Financial Model Template → [Get the Kit]: July 27, 2026
IBUW PROJECTSResearch • Licensing • Resilience

ICEGUARD™ COMMERCIAL LICENSE AGREEMENT

Master Legal Framework & IP Transfer

Effective Date: July 15, 2026

Parties:

BUW Projects Corp. (“Creator” or “Company”), acting through its authorized representative Victor Inkindi (Rema), CEO, and the current Holder of the applicable NFT (as defined below) (“Holder”).

1. Definitions

  • “NFT” means any of the 318 non-fungible tokens within the limited series, identified by their individual Token IDs dynamically generated upon a valid on-chain transaction on the Base blockchain under contract address 0xf2a867f4a558cb652b2e77796fb5b2603efd14b0.
  • “Underlying IP” means the pre-development conceptual blueprints, architectural diagrams, and technical documentation for the ICEGUARD Thermodynamic Wildfire Defense System created by Victor Inkindi (Rema) and BUW Projects Corp.
  • “Holder” means the current owner of record of an NFT, as reflected on the Base blockchain. This term includes both initial purchasers and secondary transferees.

2. License Grant and Unlimited Commercial Scope

Subject to the mandatory engineering conditions in Section 3 and the Holder’s acceptance of and ongoing compliance with this Agreement, the Creator grants the Holder a non-exclusive, worldwide, royalty-free, perpetual (for so long as the Holder owns the NFT) license to display, reproduce, and commercially exploit the Underlying IP for the manufacturing, architectural integration, and deployment of ICEGUARD systems. There is no cap on the gross annual revenue the Holder may generate under this commercial license.

This license is personal to the current Holder and automatically transfers with valid on-chain transfer of the NFT, subject to the terms of this Agreement. No copyright ownership or assignment is transferred—only the limited license described herein.

3. Mandatory Engineering & Liability Disclaimers (CRITICAL)

The Underlying IP represents a pre-development conceptual blueprint and is not a pre-approved, ready-to-install product. By purchasing this NFT, accessing the files, or utilizing this license, the Holder expressly acknowledges and legally obligates themselves to the following:

  • The IP must be utilized strictly as a foundational schematic.
  • Prior to procurement or installation, final localized site adaptation, hydraulic load calculations, and municipal permitting sets must be reviewed, modified, and stamped by an Architect of Record (AOR) and licensed Professional Engineers (Mechanical, Structural, Fire Protection) within the Holder’s specific operational jurisdiction.
  • The Creator (BUW Projects Corp.) provides the blueprints “as is” and makes no performance guarantees, warranties (express or implied), or representations regarding suitability, safety, or compliance.
  • The Holder assumes full responsibility and liability for all engineering, permitting, compliance, life-safety requirements, and any resulting damages or claims.

4. Global Applicability and Jurisdictional Adaptation

The ICEGUARD™ Conceptual Blueprint is engineered utilizing the State of California’s rigorous Wildland-Urban Interface (WUI) and Title 22 standards as a thermodynamic baseline. The Holder expressly acknowledges that this is a foundational schematic and not a ready-to-build localized permit set. International and non-California purchasers accept sole responsibility for engaging localized Professional Engineers to adapt these baseline thermodynamics to their specific municipal, regional, and national zoning, electrical, and hydraulic codes. The Creator explicitly disclaims any obligation to perform localized engineering adaptations.

5. Secondary Sale Royalties

The Creator is entitled to receive 10% of the gross sale price on each secondary transfer of the NFT (“Creator Royalty”). To the extent the applicable marketplace supports on-chain royalty enforcement, the Holder consents to this automatic deduction. Where not enforced on-chain, the Holder agrees to remit the 10% Creator Royalty to the Creator’s designated wallet address within thirty (30) days of the sale.

6. Intellectual Property Ownership & Moral Rights

The Creator retains all right, title, and interest in and to the Underlying IP, including all original copyrights. This Agreement grants the Holder a commercial license only; no copyright is transferred to the Holder by virtue of purchasing or owning the NFT.

In accordance with Canadian Copyright Law, the Creator provides a limited waiver of their statutory moral rights strictly to allow the Holder to adapt the blueprints for site-specific architectural integration but retains moral rights to object to uses that would harm the Creator’s reputation.

7. Prohibited Uses

The Holder shall not (a) register the Underlying IP as their own trademark, (b) claim original authorship of the Underlying IP, or (c) use the Underlying IP or any derivative thereof as training data for machine learning or AI models without the Creator’s prior written consent.

8. Transfer, Metadata Binding, Delivery Service, and Termination

License Transfer and Binding Effect. This license automatically transfers to any new Holder upon a valid on-chain transfer of the NFT. To establish irrefutable privity of contract with all downstream entities, the token’s metadata shall conspicuously display an immutable link to this Agreement.

By acquiring ownership of the NFT (whether primary or secondary), the Holder is deemed to have read, understood, and agreed to be bound by this Agreement. Initial purchasers must accept this Agreement via click-through consent on the Creator’s website prior to file access. Subsequent Holders are encouraged to review and accept the Agreement upon accessing files. Failure to provide notice of this Agreement to a transferee does not relieve the transferor of its obligations.

Ancillary File Delivery Service. The license granted in Section 2 is conveyed solely by valid ownership of the NFT on the Base blockchain. Ownership of the NFT is sufficient to establish the Holder’s rights under this Agreement.

As a separate, ancillary convenience, the Creator may provide access to the Underlying IP files via its website and/or controlled IPFS gateways (the “Delivery Service”). This Delivery Service is provided on a best-efforts basis only, with no uptime, availability, permanence, or continued access guarantees. The Creator disclaims any liability for any interruption, suspension, permanent unavailability, or failure of the Delivery Service, including due to technical issues, gateway restrictions (e.g., host origin rules), or discontinuation. Holders are strongly encouraged to download and securely store (and, where possible, pin on IPFS) the files immediately upon access.

Access controls (e.g., host origin restrictions and gateway keys) are implemented solely for operational, security, and cost-management reasons related to the Delivery Service.

Termination. Upon a valid transfer, or if the Holder burns the NFT or materially breaches this Agreement, the prior Holder’s commercial rights terminate immediately, and they must cease all use of the Underlying IP.

9. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered in Toronto, Ontario, under the rules of the ADR Institute of Canada (or successor). The arbitration shall be conducted in English by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

US Buyers Acknowledgment: By purchasing this NFT, US-based buyers expressly consent to Ontario law and exclusive arbitration in Toronto, Ontario. Buyers waive any objections based on forum non conveniens or lack of personal jurisdiction.

10. Consequential Damages Waiver and Limitation of Liability (CRITICAL)

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, OR DELAY DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED INTELLECTUAL PROPERTY OR THE DELIVERY SERVICE.

THE CREATOR’S TOTAL AGGREGATE LIABILITY—WHETHER ARISING IN CONTRACT, TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE), STATUTORY DUTY, OR OTHERWISE—SHALL BE COMPREHENSIVELY RESTRICTED AND CAPPED TO THE GROSS SUM PAID BY THE INITIAL PURCHASER TO ACQUIRE THE NFT.

Buyer Acknowledgment of Rights: The Holder acknowledges that they receive the specific commercial license rights expressly set forth in Section 2, subject to all limitations and obligations in this Agreement. In the event the Delivery Service is unavailable for more than [30] days following a good-faith written request by a Holder who has accepted this Agreement, the Creator will use reasonable efforts to provide an alternative delivery method (e.g., a direct secure link).

BUW Projects Corp

Victor Inkindi (Rema), CEO