2. Definitions

• “Pass”: The Squad Member Pass NFT issued by The Film Squad LLC.
• “Art”: Any digital design, imagery, or creative material associated with the Pass.
• “Creator”: The Film Squad LLC, a Wyoming limited liability company.
• “Effective Date”: The date of first acquisition of the Pass.
• “Owner”: The lawful holder of the Pass, verifiable on the applicable blockchain.
• “Primary Owner”: The first acquirer of the Pass from the Creator.
• “Resale”: Any transfer or sale of the Pass to a new Owner.

3. Grant of Rights

Subject to compliance with this Agreement, the Owner is granted a limited, personal, nonexclusive, revocable license to:

• Access events, experiences, and benefits that The Film Squad LLC elects to make available (“All Access”).
• Display the Art for personal, non-commercial purposes only.

No other rights are granted.

4. Restrictions

The Owner shall not, without written authorization from the Creator:

1. IP Rights: Claim, register, or assert copyright, trademark, or related IP rights in the Pass, the Art, or The Film Squad brand.
2. Commercial Use: Exploit the Pass or Art for revenue, sponsorship, or promotional purposes.
3. Modifications/Derivatives: Edit, remix, adapt, or create derivative works of the Art.
4. Trademarks: Use any names, marks, or logos of The Film Squad LLC or related brands.

5. Moral Rights

The Creator retains and enforces all moral rights, including:

• Authorship: Right to attribution of the Art.
• Integrity: Right to oppose distortion, modification, or harmful presentation of the Art or brand.

6. Resale & Royalties

• The Pass may be resold only on marketplaces that cryptographically verify NFT ownership.
• Each resale is subject to automatic royalty payments to the Creator.
• Rights under this Agreement transfer with Resale, subject to the same conditions

7. Termination

The license granted under this Agreement terminates immediately upon:

• Resale or transfer of the Pass;
• Violation of Section 4 (Restrictions);
• Any of the following conduct by the Owner:

• Intellectual Property Misuse: Unauthorized attempts to register or claim rights in the Art or brand.
• Brand Harm: Actions or representations that damage The Film Squad LLC’s reputation or goodwill.
• Morality Breach: Use of the Pass or Art in contexts involving hate speech, harassment, or prohibited adult content.
• Defamation, Libel, or Slander: Making or publishing false, harmful statements about The Film Squad LLC, its officers, or its community.
• Fraud, Misrepresentation, or Bad Faith: Any deceptive or unlawful conduct related to the Pass.

Upon termination, the Creator may revoke all rights, seek damages, and recover costs (including legal fees).

8. Brand Integrity Protection

The Owner shall not use the Pass or Art in a manner that:

• Implies endorsement or sponsorship by The Film Squad LLC;
• Creates confusion as to affiliation;
• Harms the reputation or integrity of the brand.

9. No Expectation of Value

The Owner acknowledges and agrees that:

• The Pass is a collectible access token, not an investment or security
• The Pass conveys no expectation of profit, appreciation, or financial return of any kind.
• The Pass provides access only to benefits, events, or experiences that The Film Squad LLC may choose to make available, at its sole discretion, and such access may be modified, reduced, or discontinued at any time.
• The Creator makes no guarantee of utility, future functionality, or continued support.

10. Governing Law

This Agreement shall be governed by the laws of the United States of America and the State of Wyoming.

11. Entire Agreement

This Agreement constitutes the full and exclusive understanding between the Owner and The Film Squad LLC. No additional rights or obligations are created beyond those expressly set forth herein.