Brolli License Terms

1. License Grant & Proof

Brolli is a Web3 licensing product. Holding a Brolli soulbound NFT in your wallet is intended to serve as cryptographic proof that you have been granted a license, subject to these Terms and the provenance package referenced by the NFT metadata.

Your license is time-limited. Unless otherwise stated in the provenance package, the license term is one (1) year from purchase/renewal and may be renewable.

2. Optilex Membership and Early Access Rights

The first fifty (50) Brolli NFT purchases include founding memberships in Optilex Litigation Finance Infrastructure, a platform under development for capital pooling, claims distribution, and multi-party risk management.

Membership Benefits: Founding Members receive: (i) a patent license as described in Section 1, and (ii) priority access and participation rights in future Optilex litigation finance pools, subject to separate agreements, compliance requirements, and platform availability.

Not a Security or Investment Contract: This Founding Membership grants you a right to participate in future pools (an option), not an automatic investment, profit share, or security. Future pool participation will require separate opt-in, compliance verification, and execution of definitive agreements. No representations are made regarding the timing, structure, returns, or availability of such pools.

Platform Development: The Optilex infrastructure is under active development. Licensor makes no guarantees regarding launch dates, feature availability, regulatory approval, or ongoing operation of the platform. Founding Members acknowledge this is early-stage access to emerging infrastructure.

Wallet Association: Founding Membership status is associated with the wallet holding the Brolli NFT. These rights are non-transferable and terminate if the license expires or is revoked.

Limited Time Offering: This founding membership opportunity ends January 9, 2026.

3. Term, Renewal, and Non-Transferability

The Brolli NFT is designed to be non-transferable (soulbound). The license is associated with the wallet that holds the Brolli NFT and is subject to on-chain expiry. Renewal extends the license term; renewal does not necessarily mint a new NFT.

4. Payments (x402 / USDC on Base)

Access to purchase/renewal may be gated using the x402 (HTTP 402) protocol. Payments are intended to be made in USDC on Base networks (e.g., Base Sepolia for testing and Base mainnet for production), as configured at the time of purchase.

Blockchain transactions are generally irreversible. Refunds, chargebacks, and cancellations (if any) are governed by a separate written agreement or published refund policy.

5. Provenance Package Controls

The provenance package referenced in the NFT metadata (for example, an IPFS-hosted document bundle) describes key license details and may include additional terms or scope limitations. In the event of inconsistency, interpret these Terms and the provenance package together as a single agreement, with the provenance package controlling on technical identifiers and referenced materials.

6. Assignment

Licensor may assign the subject patent and/or this agreement to an affiliated or successor entity without licensee consent.

7. No Warranties / No Legal Advice

The Service is provided \"as-is\" and \"as available.\" Nothing in the Service or NFT metadata constitutes legal, financial, or tax advice. You should consult your own advisors for your specific situation.

8. Risks and Blockchain Transparency

Wallet addresses and on-chain activity are publicly visible. You are responsible for wallet security, private-key management, gas fees, and any consequences of interacting with smart contracts and third-party tooling.

9. Limitations of Liability

To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, or goodwill, arising out of or related to your use of the Service.

10. Governing Law and Venue

These Terms are governed by the laws of [Insert Jurisdiction], without regard to conflict-of-law principles. Any disputes must be resolved in the courts of that jurisdiction.