Exhibit 10.1

 

Non-Exclusive Trademark License Agreement

 

This Non-Exclusive Trademark License Agreement (this “Agreement”) is effective as of October 19, 2026 (the “Effective Date”) and is entered into by and among Dogecoin Foundation, Inc., a Colorado non-profit corporation (the “Foundation”), MadeUpNumbers Ltd., a registered company limited by guarantee under the laws of England and Wales (“MadeUpNumbers” and, together with the Foundation, “Licensor”), and House of Doge (U.S.) Inc. (“House of Doge”, formerly known as House of Doge Inc.). Each is a “Party” and together they are the “Parties.”

 

WHEREAS, Licensor owns or controls rights in the DOGECOIN and DOGE names, related logos and associated brand assets;

 

AND WHEREAS, the Parties wish to establish a limited, non-exclusive license for specified investment products;

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

 

1. Definitions. For purposes of this Agreement:

 

“Affiliates” means, with respect to any Party, any other entity that directly or indirectly controls, is controlled by, or is under common control with such Party, such as parent companies and subsidiaries.

 

“21Shares” means 21Shares and any of its affiliates involved in an Existing 21Shares Product.

 

“Existing 21Shares Products” means the following products, in each case as existing on the Effective Date: (i) 21Shares Dogecoin ETF (TDOG); (ii) 21Shares Dogecoin ETP (DOGE); and (iii) 21Shares 2x Long Dogecoin ETF (TXXD).

 

“Licensed Marks” means the DOGECOIN and DOGE word marks, logos and associated brand assets that Licensor owns or controls and specifically provides or approves in writing for use under this Agreement.

 

“Licensed Products” means: (i) the Existing 21Shares Products; and (ii) any regulated investment product or tokenized investment product or service that the Foundation approves in writing under Section 3.

 

“Territory” means worldwide, subject to all applicable laws and regulatory requirements in each jurisdiction.

 

2. Non-Exclusive License. Subject to this Agreement, Licensor grants House of Doge and its Affiliates during the Term a limited, non-exclusive, non-transferable license to use the Licensed Marks in the Territory solely to develop, sponsor, support, promote, market, distribute and operate the Licensed Products. Licensor may use and license the Licensed Marks itself and may grant the same or similar rights to any third party. No exclusivity, official-partner status or other preferred status is granted or implied.

 

a)The Existing 21Shares Products are approved as of the Effective Date and may continue without a new product approval, subject to this Agreement.

 

 

 

b)Except as stated above or specifically approved by the Foundation in writing, House of Doge may not sublicense, assign or otherwise permit any third party to use the Licensed Marks.

 

c)This Agreement does not authorize use of the Licensed Marks for other purposes such as general merchandise, payment products, unrelated financial products, House of Doge’s corporate name or any goods or services other than the Licensed Products.

 

3. Approval of New Products. Before launching, offering, marketing or making available any regulated investment product or tokenized investment product or service other than an Existing 21Shares Product, House of Doge must obtain the Foundation’s prior written approval for both the product or service and the proposed use of the Licensed Marks. House of Doge’s request must provide sufficient information for review, including the product structure, relevant jurisdictions, regulatory status, material service providers, proposed launch date and proposed brand usage. Approval of a new product or material expansion is at Licensor’s sole discretion and becomes effective only through a written product addendum signed by all Parties identifying the product, permitted marks and uses, principal users, relevant territories, economics and conditions. Licensor has no obligation to approve or negotiate an additional grant. The Foundation shall use commercially reasonable efforts to respond to a complete request within ten business days. Silence or approval of branding materials does not constitute approval of an additional product or expansion.

 

4. Brand Standards and Quality Control. House of Doge shall use the Licensed Marks only in the form and manner approved by the Foundation and in accordance with any reasonable written brand guidelines supplied by the Foundation. House of Doge shall not alter the Licensed Marks, combine them with another mark in a way that creates a new composite mark, register any confusingly similar mark or domain name, challenge Licensor’s rights, or use the Licensed Marks in a misleading, unlawful or reputation-damaging manner. Upon reasonable request, House of Doge shall provide samples of current uses. The Foundation may require House of Doge to correct a non-compliant use within a reasonable period, taking account of applicable regulatory and operational requirements.

 

5. Revenue Share. Excluding any existing 21Shares Products, House of Doge shall pay the Foundation a percentage of Net Revenue (to be negotiated on a Licensed Product by Licensed Product basis) earned from and after the Effective Date from each Licensed Product that uses any Licensed Mark (the “Revenue Share”). There is no minimum monthly royalty, minimum guarantee, upfront license fee or other minimum payment obligation under this Agreement.

 

(a)“Net Revenue” means all net cash consideration actually received by House of Doge or any entity it controls from or in connection with a Licensed Product, including licensing, management, advisory, marketing, sponsorship, referral, distribution, performance, revenue-sharing and similar fees, less only: (i) refunds, rebates and chargebacks actually paid; (ii) sales, use, value-added and similar transaction taxes collected and remitted to a governmental authority; and (iii) documented, out-of-pocket amounts incurred that are directly attributable to generating that revenue. General overhead, internal personnel costs, financing costs, depreciation and amortization are not deductible. Revenue is counted once and only to the extent attributable to goods or services provided on or after the Effective Date.

 

(b)Within 30 days after each calendar quarter, House of Doge shall deliver to the Foundation a statement showing, by Licensed Product, gross amounts received, each permitted deduction, Net Revenue and the Revenue Share due, and shall pay the Revenue Share in U.S. dollars by wire transfer to an account designated by the Foundation. Non-U.S.-dollar amounts shall be converted using a commercially reasonable published exchange rate consistently applied. House of Doge may make deductions or withholdings required by law and shall provide reasonable supporting documentation.

 

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6. Records. House of Doge shall maintain complete and accurate records supporting its Revenue Share calculations for at least three years.

 

7. Ownership and Goodwill. As between the Parties, Licensor owns all right, title and interest in and to the Licensed Marks. All goodwill arising from use of the Licensed Marks under this Agreement inures exclusively to Licensor. House of Doge acquires no ownership interest in the Licensed Marks and shall not contest or impair Licensor’s ownership or validity of them.

 

8. Representations and Indemnification. Each Party represents that it has authority to enter into this Agreement. Licensor represents that it owns or controls the Licensed Marks to the extent necessary to grant the license in Section 2. House of Doge shall defend, indemnify and hold harmless the Foundation, MadeUpNumbers and their respective directors, officers, employees and agents from third-party claims, losses, liabilities, penalties, costs and reasonable legal fees arising from a Licensed Product, a regulatory violation, product marketing, or House of Doge’s or its permitted users’ breach of this Agreement, except to the extent caused by Licensor’s breach.

 

9. Limitation of Liability. Except for payment obligations, indemnification obligations, unauthorized use of the Licensed Marks, fraud, willful misconduct or breach of confidentiality, no Party is liable to another Party for indirect, incidental, special, punitive or consequential damages, or lost profits or lost business opportunity, arising from this Agreement.

 

10. Term and Renewal. The initial term begins on the Effective Date and continues for three years, ending on October 19, 2029 (the “Initial Term”), unless terminated earlier under this Agreement. The Parties may renew this Agreement for one or more additional periods only by a written agreement signed by all Parties. There is no automatic renewal and no unilateral right to renew. The Initial Term and any agreed renewal term are collectively the “Term.”

 

11. Termination. A Party may terminate this Agreement by written notice if another Party materially breaches it and fails to cure the breach within 30 days after written notice describing the breach; provided that a failure to pay an undisputed amount must be cured within 10 business days. The Foundation may immediately suspend the use of a Licensed Mark for a particular Licensed Product if the Foundation reasonably determines that continued use is unlawful, violates a binding regulatory direction, or creates a material and imminent risk to the Licensed Marks or Licensor’s reputation. The Foundation shall promptly explain the basis for suspension and, where reasonably curable, allow House of Doge an opportunity to cure. The Parties may terminate this Agreement at any time by mutual written agreement. Failure to pay the Termination Payment under Section 2 of the Termination of Amended and Restated Trademark License Agreement entered into between the Parties in connection with this Agreement (the “Termination Agreement”) is a material breach of this Agreement. If that failure continues for ten business days after written notice, the Foundation may terminate this Agreement, subject to Section 12. Such termination does not discharge the payment obligation or revive the former License Agreement. Rights for an individual Licensed Product end when that product is permanently discontinued or the relevant House of Doge–21Shares commercial relationship permanently ends, unless the Parties expressly agree a replacement arrangement in writing, and in each case subject to Section 12.

 

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12. Effect of Expiration or Termination. Upon expiration or termination, House of Doge and its permitted users shall cease new use of the Licensed Marks and the Parties shall cooperate in good faith on an orderly wind-down of existing Licensed Products consistent with applicable law, regulatory requirements and the protection of investors. During any agreed or legally required wind-down, the license continues solely to the extent necessary for that wind-down, this Agreement remains applicable to such use, and the Revenue Share remains payable.

 

13. Confidentiality and Publicity. A Party receiving non-public business, financial, legal, technical or product information from another Party shall use it only for this Agreement and protect it using reasonable care. This obligation does not apply to information that is public through no breach, already lawfully known, received lawfully without restriction, or independently developed. A Party may disclose confidential information to advisers and service providers bound by confidentiality obligations or as required by law, regulation, stock exchange rule or legal process. Except for a mutually approved announcement or a required disclosure, no Party may make a public statement that characterizes another Party’s approval, endorsement or role without that Party’s prior written consent. The communication permissions in Sections 8 and 9 of the Termination Agreement apply equally to this Agreement and prevail over inconsistent restrictions in this Section.

 

14. General. This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The Parties are independent contractors. House of Doge may not assign this Agreement without the prior written consent of the Foundation and MadeUpNumbers; Licensor may assign it to a successor to the relevant Licensed Marks upon written notice. Notices must be in writing and delivered by personal delivery, nationally recognized courier, registered or certified mail, or email with confirmation of receipt, to the addresses most recently designated in writing by the Parties. This Agreement is the entire agreement concerning its subject matter and may be amended or waived only in a writing signed by all Parties. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain effective. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together form one instrument.

 

[Signature page follows]

 

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IN WITNESS WHEREOF, the Parties have executed this Non-Exclusive Trademark License Agreement by their duly authorized representatives.

 

DOGECOIN FOUNDATION, INC.  
   
By: /s/ Jens Wiechers  
Name: Jens Wiechers  
Title: Director  
   
MADEUPNUMBERS LTD.  
   
By: /s/ Jens Wiechers  
Name: Jens Wiechers  
Title: Director  
   
HOUSE OF DOGE (U.S.) INC.  
   
By: /s/ Marco Margiotta  
Name: Marco Margiotta  
Title: Chief Executive Officer  

 

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