VAN LIFE™ NFT Talent Search Agreement

Last updated: 1/25/24

This Talent Search Agreement ("Agreement") is made and entered into as of the Effective Date ("1/25/2024"), by and between Van Life Peers (the "Company", "Site", "we", "us", or "our") and any individual or entity participating in or engaging with our activities, services, products, or events (hereinafter referred to as the "Participant", "Customer", "Member" or "you") for participation in VAN LIFE™ competition show(s) ("Competition").

VAN LIFE™ NFT” means a non-fungible token minted by a smart contract deployed and associated with the contract metadata containing these Terms or such other smart contract(s) as designated by the VAN LIFE™ brand from time to time in its sole discretion, including any replacement, upgrade or successor smart contract(s) that the VAN LIFE™ brand may designate in its sole discretion (the “VAN LIFE™ NFT Smart Contract”). A VAN LIFE™ NFT Smart Contract associates each VAN LIFE™ NFT with a piece of digital art created by the VAN LIFE™ brand, which may be changed from time to time (the “Art”).

1. Purpose
1.1 The purpose of this Agreement is to outline the terms and conditions under which the Participant will participate in the Competition and establish the rights and obligations of both the Participant and the Company.
1.2 As part of this Agreement, the Company provides the Participant the privilege to utilize the VAN LIFE™ NFT (non-fungible token) as a digital pass card, respectively, to gain access to talent searches conducted by the VAN LIFE™ brand.

2. Competition Participation
2.1 Selection Process
2.1.1 The Company will conduct a talent search to identify participants for the Competition. The selection process may involve auditions, interviews, and evaluations conducted by the Company's designated judges. The Company reserves the right to modify the selection process as deemed necessary.
2.1.2 Participants who possess the VAN LIFE™ NFT will be granted access to the talent search as an additional criterion for participation.

2.2 Winning Participants
2.2.1 The Company will select specific music acts to form a band named LIL PASSPORT BROS™ and/or join the musician(s) LIL PASSPORT BROS™ or VAN LIFE™.
2.2.2 The winning participants will be offered a Recording Contract, NIL Contract, and Written Agreement for a Film Project at a future date.

3. Compensation and Perks
3.1 Financial Compensation
3.1.1 The winning participants of the Competition will not receive any monetary compensation, benefits, or prizes from the Company.
3.1.2 The VAN LIFE™ NFT does not grant the Participant any financial entitlements or compensation.

3.2 Written Agreement for Film Project
3.2.1 The winning participants will be offered a Written Agreement to play a role as an actor/actress in an untitled film project. The specifics of the role and the production schedule will be determined by the Company at a later date.
3.2.2 The VAN LIFE™ NFT does not guarantee a role in the film project but serves as a means of access to the talent search.

3.3 NIL Contract
3.3.1 The winning participants will be offered a NIL (Name, Image, and Likeness) Contract, granting the Company the exclusive right to use their name, image, and likeness for promotional and commercial purposes.
3.3.2 The VAN LIFE™ NFT does not grant the Participant any ownership or control over their name, image, and likeness.

3.4 Recording Contract
3.4.1 The winning participants will be offered a Recording Contract to become members of the music group LIL PASSPORT BROS™. This Recording Contract will outline the terms of their participation in the band's activities, performances, recordings, and promotional efforts.
3.4.2 The VAN LIFE™ NFT does not serve as compensation for the aforementioned Recording Contract but provides a means of access to the talent search.

4. Intellectual Property Rights
4.1 Company's Intellectual Property
4.1.1 All intellectual property rights associated with the Competition, the LIL PASSPORT BROS™, the Company's products and services related to the LIL PASSPORT BROS™, and the Company's products and services are the exclusive property of DECHIFFER TOUT CE GACHIS LLC and PASSPORT BROS LLC. The winning participants shall not claim ownership of any intellectual property related to these entities.
4.1.2 All intellectual property rights, including but not limited to VAN LIFE™ and PASSPORT BROS™ associated content, media, trademarks, logos, branding, artwork, characters, merchandise, products, services, and any other materials provided by the VAN LIFE™ brand and PASSPORT BROS™ brand, remain the sole property of DECHIFFER TOUT CE GACHIS LLC and PASSPORT BROS LLC. You agree not to reproduce, distribute, modify, or use any VAN LIFE™ intellectual property or PASSPORT BROS™ intellectual property without prior written consent from DECHIFFER TOUT CE GACHIS LLC and PASSPORT BROS LLC.
4.1.3 The Participant acknowledges that the VAN LIFE™ NFT represents the Company's intellectual property and does not grant any ownership rights or control over the Company's intellectual property.

4.2 Participant's Intellectual Property
4.2.1 The Participant retains ownership of any pre-existing intellectual property rights they possess prior to participating in the Competition.
4.2.2 By participating in the Competition, the Participant grants the Company an exclusive, royalty-free license in perpetuity to use their performances, recordings, and likeness for promotional and commercial purposes related to the Competition, the LIL PASSPORT BROS™, the Company's products and services related to the LIL PASSPORT BROS™, and the VAN LIFE™/PASSPORT BROS™ brand products and services.

5. Confidentiality
5.1 Both the Company and the Participant agree to keep any confidential information shared during the Competition or related activities confidential. This includes but is not limited to trade secrets, creative ideas, production details, and any other sensitive information disclosed by either party.

6. Governing Law and Dispute Resolution
6.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Van Life Peers (i.e., www.vanlifepeers.com) is based.
6.2 Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the applicable arbitration authority.

7. Entire Agreement
7.1 This Agreement constitutes the entire agreement between the Company and the Participant regarding the Talent Search and supersedes all prior negotiations, agreements, and understandings, whether written or oral, relating to the subject matter herein.

The Company and the Participant acknowledge and agree to the terms and conditions outlined in this VAN LIFE™ NFT Talent Search Agreement.
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