License

“FVFC NFT” (Future Vanity Fair Club NFT) means any FVFC branded or themed NFT created by FVFC Labs.

“FVFC NFT Art” means the original digital artwork associated with an FVFC NFT, including all visual designs, character artwork, traits, and assets.

“FVFC Branding” means any name, trademark, service mark, logo, domain name, or other branding associated with FVFC Labs, the FVFC NFTs, or the FVFC club.

“Commercial Use” means any use of the FVFC NFT Art that is intended for commercial advantage or monetary compensation, including but not limited to the sale of merchandise, physical goods, services, digital assets, or monetized media.

“NFT” means any blockchain-tracked non-fungible token, including those implemented under ERC-721, ERC-1155, or other applicable smart contract token standards.

You may create derivative works based on your FVFC NFT Art and engage in commercial storytelling, provided such use adheres to the terms of this License.

Non-commercial derivative creations and storytelling are warmly welcomed and permitted. Commercial storytelling and monetization are permitted, such as using NFT Art on t-shirts, postcards, product packaging, video characters, characters based on Vani, memes, GIFs, or posters.

Non-commercial fan creations, community tributes, and derivative storytelling are warmly welcomed and encouraged. While such community creations do not constitute a commercial license, creators simply must not fraudulently impersonate official FVFC releases or falsely claim official endorsement by FVFC Labs.

By creating and publicly sharing derivative works or fan creations based on FVFC NFT Art, you grant FVFC Labs a non-exclusive, worldwide, royalty-free license to showcase, feature, repost, and archive such content across our official website, social channels, and club materials for community promotion and marketing purposes. Commercial use of derivative works by FVFC Labs, if any, will be governed by our On-Chain Licensing & Royalty Protocol or separate contributor agreements.

Trait Overlap & Cross-Holder Similarities. You acknowledge that FVFC NFTs may share similar visual traits, attributes, or accessories generated by algorithmic processes. Trait similarity alone does not establish intellectual property infringement. This provision does not authorize copying another creator's original derivative works or waive claims arising from independent infringement.

No person may claim, apply for, or register any FVFC NFT Art, Vani character, or FVFC Branding as intellectual property, whether on-chain (such as on-chain IP registries or protocols) or off-chain (such as trademark, copyright, or patent offices across any jurisdiction), without prior express written authorization from FVFC Labs.

Ownership of an FVFC NFT does not grant ownership of the underlying intellectual property rights in the FVFC NFT Art.

FVFC NFT Art License. For as long as you lawfully hold your FVFC NFT, and subject to your compliance with the terms of this License, we hereby grant you the following rights:

Scope of Holder Rights & Permitted Uses.

1. Non-Commercial Creative Use. A non-exclusive, worldwide, royalty-free license to use your FVFC NFT Art for non-commercial purposes. This includes displaying your FVFC NFT Art in your wallet, using it as a personal profile picture on social media, and incorporating it into images, videos, memes, characters, or other derivative works, whether physical or digital.

2. Commercial Use. A non-exclusive, worldwide license, sub-licensable only to service providers assisting with your Commercial Use, to use, reproduce, display, and create derivative works based on your specific FVFC NFT Art for Commercial Use. This includes the right to produce physical merchandise, digital products, brand collaborations, and creative enterprises around your Vani, and potential agent tokens for your specific Vani.

   Without authorization from FVFC Labs, you may not use the FVFC Branding (such as official club logos, trademarks, or trade dress) in a manner that implies your independent commercial project is an official release or endorsement by FVFC Labs.

   We may collaborate with third parties to create FVFC NFTs that include artwork, images, works of authorship, logos, branding, service marks, or trade dress owned by a third party (“Third Party Content”). The license in this paragraph does not extend to any FVFC NFT or FVFC NFT Art containing Third Party Content. You may not use, copy, reproduce, display, create derivative works of, or mint new NFTs based on such Third Party Content, in whole or in part, for any Commercial Use unless we or the applicable third parties expressly provide consent in writing or by public announcement.

   AI content creation and model training rights are subject to the terms described in the “AI Content Creation & Model Training” section.

You may create modifications and derivative works within the scope of this License. FVFC Labs may also create, modify, and update FVFC NFT Art, including works similar to yours. You agree not to bring claims against FVFC Labs or its partners based on such similar works.

No Rights to Branding. Nothing in this License will be interpreted to grant you any rights to any FVFC Branding belonging to FVFC Labs. Without our written permission, you may not use any FVFC Branding for any Commercial Use, including to register any domain names or social media accounts using any FVFC Branding. This includes any FVFC Branding that may be displayed or contained in any FVFC NFT Art for your FVFC NFT (and you will need to modify the FVFC NFT Art to remove or obfuscate such FVFC Branding before making any Commercial Use of such FVFC NFT Art). You may not remove, delete or obscure any trademark notice (registered or unregistered), copyright notice, or other intellectual property notice in any FVFC NFT or FVFC NFT Art.

Transfer. The licenses granted herein are personal to the holder and non-assignable, except that the License automatically transfers in whole to each successive lawful owner of the NFT upon any valid on-chain transfer. By acquiring, purchasing, or accepting the NFT, the transferee automatically agrees to be bound by the terms of this License.

Nothing herein restricts holders from leasing or sub-licensing commercial rights through the official On-Chain Licensing Protocol once deployed.

Restrictions. You may not use the FVFC NFT Art in connection with any defamatory, hateful, sexually explicit, abusive, or unlawful material, or to promote any illegal activity. FVFC Labs reserves the right to terminate your License immediately upon any violation of this restriction.

Reservation of Rights. FVFC Labs retains ownership of all rights, title, and interest in and to the FVFC NFT Art, including all copyrights and intellectual property rights. All rights not expressly granted herein are reserved by FVFC Labs. For the avoidance of doubt, FVFC Labs retains the unrestricted right to independently use, reproduce, modify, adapt, develop, commercialize, license, and create derivative works based on the underlying FVFC intellectual property, without obtaining permission from or paying royalties to any NFT holder. All goodwill arising from any use of the FVFC Branding will inure solely to FVFC Labs and its affiliates.

If you do not hold an FVFC NFT, you may view, share, and create non-commercial content based on FVFC NFT Art. Commercial use by non-holders requires authorization and, once our On-Chain Licensing & Royalty Protocol is deployed, may be registered and authorized upon paying applicable royalties or protocol fees.

AI usage and tool interactions by non-holders must comply with the terms set forth in the “AI Content Creation & Model Training” section.

Anyone, whether an NFT holder or non-holder, may use FVFC NFT Art with AI generation tools solely to create content-related derivative works, such as images, videos, memes, or GIFs. Commercial use of AI-assisted content must comply with the commercial licensing terms of this License. Holders may use their specific FVFC NFT Art to train custom AI models or fine-tune LoRAs. Training AI models to produce counterfeit duplicates, clone official visual assets, or replicate the overall collection without authorization is not permitted.

All derivative works, commercial projects, and creative contributions based on FVFC NFT Art (whether commercial or non-commercial, by holders or non-holders) are eligible to participate in club incentives.

To ensure fair and transparent distribution, only contributions registered on-chain through our Contribution Layer are eligible for club incentive distributions, with distributions calculated based on Contribution Layer weights and protocol formulas. Unregistered contributions are not eligible.

Registration serves solely for record-keeping and provenance, and does not guarantee any reward, token allocation, grant, or payment. FVFC Labs reserves the right to exclude or disqualify any fraudulent manipulation, abusive activity, or non-compliant submissions. All distributions are subject to verification rules and protocol terms.

Disclaimers. THE FVFC NFT IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FVFC LABS DOES NOT WARRANT THAT THE FVFC NFT, FVFC NFT ART, OR ANY CONTENT ASSOCIATED WITH THE FVFC NFT WILL MEET YOUR REQUIREMENTS, BE ERROR-FREE, OR BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION.

Non-Investment & Forward-Looking Notice. FVFC NFTs are digital artwork collectibles created solely for aesthetic, narrative, and entertainment purposes. They do not represent financial investments, securities, equity, or financial instruments. No expectation of financial return, dividend, passive yield, or guaranteed token distribution should be inferred from acquiring an FVFC NFT. All future technical concepts, AI persona modules, agentic economy features, and protocol choices discussed across FVFC materials represent forward-looking technical concepts. These technical choices remain subject to continuous development and evolution.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FVFC LABS WILL NOT BE LIABLE (A) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING LOST PROFITS, LOSS OF DATA, OR ANY OTHER DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE, EVEN IF FVFC LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (B) FOR ANY DAMAGES THAT EXCEED THE AMOUNT YOU PAID FOR THE FVFC NFT, OR (C) FOR ANY DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE FVFC NFT OR FVFC NFT ART, INCLUDING BUT NOT LIMITED TO ANY DAMAGES ARISING FROM INTERRUPTION OR DISRUPTION IN SERVICE.

Indemnification. You agree to indemnify, defend, and hold harmless FVFC Labs from and against any and all losses, claims, damages, liabilities, judgments, settlements, fines, penalties, costs or expenses, including reasonable attorneys' fees, arising out of or related to (A) your breach of this License; (B) your use of the FVFC NFT and FVFC NFT Art, including any Commercial Use; (C) your violation of any law or regulation; or (D) any claim or allegation that your use of the FVFC NFT and FVFC NFT Art infringes, misappropriates, or otherwise violates the intellectual property rights of any third party.

Additional Features. FVFC Labs may choose to make additional features, access, content, items, or other benefits available to owners of FVFC NFTs ("Additional Features"). FVFC Labs has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring an FVFC NFT. Additional Features may be subject to additional terms and conditions, which may be presented to you at the time they are made available.

Updating This License. We may modify this License from time to time. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by posting an announcement across our official website or communication channels. However, it is your sole responsibility to review this License from time to time to view any such changes. Your continued access or use of the FVFC NFTs or FVFC NFT Art after the License has been updated will be deemed your acceptance of the modified License.

Termination of License. If you breach any of the provisions of this License, all licenses granted by FVFC Labs will terminate automatically. Upon the termination of your licenses, you shall cease all marketing, distribution, or sale of goods, services, and media that feature the FVFC NFT Art and shall cease all further use of the FVFC NFT Art. Notwithstanding the above, FVFC Labs retains ultimate control of all FVFC intellectual property, including FVFC NFT Art and FVFC Branding. All provisions that, by their nature, should survive the termination of this License shall continue in full force and effect subsequent to and notwithstanding any termination of this License by FVFC Labs or you. Termination will not limit any of FVFC Labs' other rights or remedies at law or in equity.

Protocol Updates and Modifications. FVFC Labs may update this License or related registration frameworks from time to time as on-chain protocols develop. Your continued access or use of the FVFC NFTs, derivative assets, or protocols following any updates constitutes your acceptance of the modified License.

Miscellaneous. By using or acquiring FVFC NFTs or FVFC NFT Art, you agree to comply with all relevant local, national, and international laws and regulations. If any provision of this License shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this License and shall not affect the validity and enforceability of any remaining provisions. This License and the licenses granted hereunder may be freely assigned by FVFC Labs but may not be assigned by you without the prior express written consent of FVFC Labs. Any purported assignment in violation of this License will be null and void. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. You represent and warrant that you have the legal capacity to agree to this License. This License shall be governed by and construed in accordance with applicable law and generally recognized principles of contract law. Any dispute, controversy, or claim arising out of or relating to this License shall be resolved through binding arbitration in accordance with applicable arbitration rules, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY OR PARTICIPATION IN A CLASS ACTION IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THIS LICENSE. You and FVFC Labs agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of this License.