One-of-One NFT Full Commercial Rights Terms
Fiat Lux Victor LLC
Website: fiatluxvictor.com
Terms URL: fiatluxvictor.com/commercial-nft-terms
Last updated: July 25, 2026
Seller: Fiat Lux Victor LLC, a Wyoming limited liability company (“Fiat Lux”)
Important notice. These Terms govern only an NFT expressly listed as a “One-of-One NFT with Full Commercial Rights.” The purchaser receives the token, the delivered master file, and the broad commercial rights stated below only after full payment, lawful delivery, and execution of an artwork-specific Certificate of Sale and Rights Transfer. The Certificate identifies the exact artwork, NFT, blockchain, contract address, token ID, buyer, and rights transferred. The Certificate controls if it conflicts with these Terms.
The commercial rights are intentionally broad, but they do not transfer ownership of any person’s identity and do not permit false endorsement, a digital replica or deepfake, biometric or AI-model use, unlawful sexual content, exploitation of minors, defamation, fraud, or other unlawful conduct.
These One-of-One NFT Full Commercial Rights Terms (“Terms”) form a binding agreement between Fiat Lux and the individual or entity that purchases the NFT identified in an Authorized Listing and matching Certificate (“Buyer,” “you,” or “your”). Fiat Lux and Buyer may each be called a “Party” and together the “Parties.”
Fiat Lux may act as the owner, seller, gallery, transaction administrator, licensing representative, or authorized agent for an artist, photographer, model, creator, estate, or other rights owner (each, a “Rights Holder”). The applicable Rights Holder need not be publicly identified except as required by law or the Certificate.
1. Acceptance; electronic transaction
You accept these Terms by clicking an acceptance box, electronically signing the Certificate, signing a purchase agreement incorporating these Terms, placing an order through an Authorized Listing that conspicuously links to these Terms, or accepting delivery after receiving notice of them.
The Parties agree to conduct this transaction electronically. Electronic records and signatures may be used to establish assent, authenticity, delivery, and the transaction history to the extent permitted by the federal E-SIGN Act, the Wyoming Uniform Electronic Transactions Act, and other applicable law.
These Terms alone do not identify the rights being transferred with enough specificity for a particular Artwork. No copyright assignment or exclusive license becomes effective unless the matching Certificate is signed by the owner of the rights conveyed or that owner’s duly authorized agent. Buyer must preserve the executed Certificate and complete chain-of-title records.
2. Eligibility and adult-content acknowledgment
You represent and warrant that:
you are at least eighteen (18) years old and have legal capacity to contract;
if you act for an entity, you have authority to bind it;
you may lawfully view, acquire, possess, and commercially use the Artwork in every jurisdiction where you do so;
you are not subject to sanctions or restrictions prohibiting the transaction; and
you will not knowingly make age-restricted material available to minors or display it where prohibited.
An Artwork may be nonsexual creative photography or may contain mature, erotic, sensual, implied-nude, nude, macabre, violent, religious, occult, or other provocative themes. It may depict firearms, knives, brass knuckles, restraints, skulls, bones, cemeteries, blood-like theatrical effects, supernatural references, criminal-fiction motifs, or simulated danger. A content description is not a legal determination that the Artwork is suitable, non-obscene, or lawful in every location, medium, advertisement, platform, or venue.
Fiat Lux does not sell or produce any material depicting minors in any way. Buyer may not use an Artwork to sexualize or exploit a minor or a person reasonably perceived to be a minor, though the subjects are clearly adults.
3. Definitions
“Artwork” means the final visual work specifically identified in the Certificate, including the authorized master file delivered for that work. It does not include unused generations, contact sheets, alternate edits, prompts, source photographs, layered working files, model files, project files, or other materials unless the Certificate expressly includes them.
“Authorized Listing” means the sales page, marketplace listing, invoice, or private-sale offer published or expressly approved by Fiat Lux for the NFT.
“Certificate” means the matching One-of-One NFT Certificate of Sale and Rights Transfer executed by the authorized transferor and Buyer.
“Commercial Rights” means the rights granted or assigned in Section 7, subject to all Reserved Rights and Use Restrictions.
“Delivered File” means the downloadable high-resolution file expressly promised in the Authorized Listing or Certificate.
“Depicted Person” means an identifiable human being represented in the Artwork, including an artist or model whose appearance may be AI-assisted, retouched, composited, stylized, or fictionalized.
“Digital Replica” means a newly created or materially altered digital representation that is readily identifiable as a particular real person’s face, body, voice, performance, or persona and that was not itself delivered as the Artwork.
“Full Commercial Rights NFT” means a one-of-one NFT that the Authorized Listing expressly designates as a “One-of-One NFT with Full Commercial Rights” and for which the purchaser receives a matching executed Certificate.
“NFT” means the specific non-fungible blockchain token identified by blockchain, smart-contract address, and token ID in the Certificate.
“One-of-One” or “1/1” has the limited meaning stated in Section 6.
“Rights Holder” means a person or entity owning or controlling rights that Fiat Lux is authorized to convey or license.
“Use Restrictions” means Sections 9 through 13 and any additional restrictions conspicuously stated in the Certificate.
4. Transaction components
Subject to full cleared payment, lawful acquisition, delivery, and execution of the Certificate, the sale includes:
ownership of the specific NFT, subject to blockchain and marketplace rules;
a copy of the Delivered File;
the Commercial Rights in the Artwork that Fiat Lux or the identified transferor owns or controls and validly conveys;
the right to transfer the NFT and Commercial Rights together as stated in Section 16; and
any additional item expressly stated in the Authorized Listing or Certificate.
The NFT, Artwork, Delivered File, Commercial Rights, and rights in a Depicted Person are legally distinct. The buyer does not acquire rights beyond those expressly stated.
5. Expected master-file specifications
The Authorized Listing or Certificate will state the controlling file specifications. Unless it states otherwise, a typical master delivery may be approximately:
12,000 × 24,000 pixels;
300 pixels per inch (PPI) as embedded metadata;
CMYK color using the profile identified in the file or Certificate;
flattened TIFF; and
delivered in a ZIP archive.
Pixel dimensions control over nominal PPI. At 300 PPI, 12,000 × 24,000 pixels corresponds to a nominal unresampled size of approximately 40 × 80 inches. Output quality, gamut, dimensions, and color appearance depend on the printer, substrate, RIP, profile conversion, viewing light, scaling, sharpening, compression, and production process.
Unless the Certificate expressly promises otherwise, the Delivered File is not a layered source file, and Fiat Lux does not warrant an exact match between a calibrated screen and any physical output. Buyer is responsible for prepress review, proofs, bleeds, separations, trapping, color conversion, resampling, safety margins, printer selection, manufacturing quality, and fitness for Buyer’s intended use.
6. Meaning of “one-of-one”
“One-of-One” or “1/1” means that Fiat Lux and the applicable Rights Holder will not knowingly authorize another NFT using the identical final Artwork as another token in the same one-of-one edition.
Unless the Certificate expressly states otherwise, one-of-one status does not mean:
no archival, backup, proof, promotional, or legally required copy exists;
the subject, pose, identity, styling, palette, concept, location, costume, props, genre, or artistic style is exclusive;
no alternate take, crop, edit, generation, composition, or related work exists or may later be created;
third parties cannot screenshot, scrape, copy, counterfeit, or mint unauthorized tokens;
or
the NFT or Artwork will have scarcity, resale value, liquidity, or investment performance.
After the Effective Time, Fiat Lux will not itself sell prints, licenses, downloads, or merchandise reproducing the identical final Artwork except as expressly reserved below.
7. Full Commercial Rights grant and assignment
7.1 Copyright assignment where legally available
At the Effective Time stated in the Certificate, and subject to the Certificate, Fiat Lux or the identified transferor assigns to Buyer all transferable copyright ownership that the transferor owns in the final Artwork, including the exclusive rights under 17 U.S.C. § 106 to reproduce, prepare derivative works,* distribute copies, and publicly display the Artwork, for the entire remaining term of copyright, throughout the world, in all media now known or later developed.
The assignment is limited to rights actually owned or controlled by the transferor. It does not assign rights in third-party materials, public-domain material, unprotectable ideas or styles, purely machine-generated expression lacking legally sufficient human authorship, or any right expressly reserved in these Terms or the Certificate.
*By derivative works the exact scene of a photo may not be altered aside from different crops and sizing, color grading, textures, etc but the flat digital image must maintain its original scene, subject facial expressions and poses, subject features, artifacts, outfits, hairstyles, etc to maintain the likeness of the actual human being depicted exactly as they were in the originally purchased version of the NFT. With contractual authorization from artist, subject, model, and/or Fiat Lux Victor LLC the commercial use of images and likenesses in each NFT may be expanded upon as decided. Otherwise the NFT is a flat image artistically unalterable.
7.2 Backup exclusive commercial license
To the fullest extent any Commercial Right cannot be assigned but can lawfully be licensed, the transferor grants Buyer an exclusive, worldwide, perpetual, irrevocable (except as expressly provided for uncured material breach), fully paid, royalty-free, transferable, and sublicensable license to exercise that right for commercial and noncommercial purposes, subject to the Reserved Rights and Use Restrictions.
If a court determines that exclusivity cannot validly attach to any particular element, the grant will operate as the broadest lawful nonexclusive license for that element.
7.3 Permitted commercial exploitation
Subject to the Use Restrictions, Buyer may, without numerical, revenue, territory, medium, size, or edition limits:
make, manufacture, commission, import, export, advertise, distribute, and sell unlimited physical reproductions, including fine-art prints, posters, canvases, photographs, books, magazines, packaging, stationery, textiles, décor, and merchandise;
reproduce and display the Artwork on websites, apps, social media, advertisements, exhibitions, broadcasts, films, videos, games, publications, digital signage, album or book covers, and other media;
crop, resize, color-grade, typeset, caption, composite, format, translate surrounding text, or otherwise adapt the Artwork into lawful derivative works;
use the Artwork as part of branding, advertising, editorial, entertainment, decorative, educational, collector, or promotional material;
authorize manufacturers, printers, distributors, publishers, agencies, retailers, galleries, platforms, and other contractors to use the Artwork for Buyer;
license or sublicense the Commercial Rights, in whole or in part, subject to these Terms;
collect revenue, royalties, license fees, and other proceeds from permitted uses without further payment to Fiat Lux, except any separate on-chain creator royalty expressly applicable to a later NFT transfer;
and
enforce the assigned or exclusively licensed rights against third-party infringement, subject to Section 15.
No unit cap, print-run cap, gross-revenue cap, or recurring royalty applies unless the Certificate expressly creates one.
7.4 Lawful provocative subject matter is permitted
The mere presence of lawful adult themes, guns, knives, brass knuckles, bones, skulls, cemeteries, occult or religious symbolism, horror, crime-fiction elements, simulated violence, or other dark or controversial imagery does not by itself violate these Terms. Buyer may commercially exploit the Artwork in those original contexts and may make lawful genre-consistent adaptations, provided the use does not violate Sections 9 through 13.
7.5 No obligation to exploit
Buyer has no obligation to publish, print, license, sell, or otherwise exploit the Artwork.
8. Rights retained by Fiat Lux, creators, and Depicted Persons
Notwithstanding Section 7, the following rights are retained:
Portfolio and provenance. Fiat Lux, the artist, the creator, and the Depicted Person may retain archival copies and display the unmodified Artwork solely for portfolio, résumé, historical, news, awards, catalog, authentication, provenance, legal-compliance, and promotion of their own past work. They may identify the title, creation date, medium, and fact of sale. They may not sell reproductions or commercially license the identical final Artwork after the Effective Time.
Identity and personal rights. Every Depicted Person retains all transferable and nontransferable rights in their name, signature, voice, likeness, persona, biography, privacy, publicity, reputation, and identity except for the limited depiction license in Section 9.
Trademarks. Fiat Lux, Fiat Lux Victor, Fiat Lux Victor LLC, Fiat Lux Victor Fine Art, creator, artist, model, and/or subject entities or names, logos, signatures, gallery marks, collection marks, and related goodwill are not transferred unless expressly listed in the Certificate. Authorship credit is not a trademark license.
Source materials. Prompts, source photographs, raw files, alternate generations, outtakes, layered files, model releases, identity records, production records, business methods, and confidential information are retained unless expressly included.
Related works. Rights in distinct alternate works, new works, and the creator’s general style, methods, ideas, themes, poses, palettes, and subject matter are retained.
Moral and similar rights. No waiver of a creator’s moral, attribution, integrity, withdrawal, or similar right is made except to the minimum extent expressly stated in the Certificate and legally permitted.
The limited portfolio right is nonexclusive, nontransferable except with the relevant business or archive, and does not include paid product endorsements or merchandise bearing the identical Artwork.
9. Depicted-person license; no identity sale
9.1 License included
To the extent Fiat Lux controls the necessary permission, Buyer receives a worldwide, perpetual, paid-up license to reproduce and display the Depicted Person as that person appears in the delivered Artwork and permitted adaptations of that Artwork for the commercial uses authorized in Section 7.
This permits ordinary cropping, resizing, layout, color treatment, background extension, text overlays, product placement around the Artwork, and genre-consistent editing that does not materially fabricate the person’s conduct, beliefs, endorsement, anatomy, or identity.
9.2 Rights not included
Buyer does not acquire ownership of a Depicted Person or a general license to use that person’s:
name, signature, voice, biography, personal story, or social-media identity;
face or body extracted from the Artwork for use in a different image;
identity to generate new poses, performances, dialogue, nudity, sexual conduct, or endorsements;
biometric identifiers, face geometry, embedding, avatar, clone, or model; or
reputation, goodwill, or personal relationship with the audience.
Unless the Certificate expressly permits it, Buyer may not use creator, artist, subject, model, depicted person, any “Fiat Lux Victor LLC” actual or DBA names, or any other real person, business, or entity name, likeness, or registered mark in a product or campaign title. Truthful, non-prominent credit such as “Original artwork by Artist” is permitted if accurate and not presented as an endorsement.
10. Prohibited identity, endorsement, and synthetic-media uses
Buyer and every sublicensee must not:
state or imply that a Depicted Person, artist, Fiat Lux, or Rights Holder endorses, recommends, uses, sponsors, invests in, approves, or is affiliated with a product, service, cause, political candidate, religion, sexual service, weapon, controlled substance, gambling product, or campaign;
create or distribute a Digital Replica, deepfake, face swap, body swap, voice clone, talking avatar, virtual influencer, or newly generated performance of a Depicted Person;
extract, map, measure, or process a Depicted Person’s face or body for facial recognition, biometric identification, emotion inference, identity verification, or surveillance;
use the Artwork or a Depicted Person for generative-AI training, fine-tuning, model evaluation, embeddings, datasets, retrieval systems, style or identity adapters, LoRAs, checkpoints, or synthetic-data generation;
materially alter a Depicted Person’s face or body to falsely portray disease, disability, pregnancy, injury, criminal conduct, intoxication, drug use, sexual conduct, political activity, religious conversion, or a personally attributed belief or statement;
or
falsely attribute authorship, speech, conduct, consent, or personal history.
A clearly fictional adaptation is not automatically permitted merely because it carries a disclaimer. Buyer must obtain separate written consent for any use restricted by this section.
11. Adult-content boundaries
An Artwork may be offered as lawful adult-oriented, nude, implied-nude, sensual, erotic, fetish-fashion, or provocative fine art. If so, Buyer may reproduce, advertise, distribute, and sell that Artwork in its delivered form and may make ordinary format and aesthetic adaptations permitted by Section 9.
Buyer may not:
use editing or generation to depict an actual Depicted Person engaging in explicit sexual conduct not shown in the delivered Artwork;
create new exposed genitalia, sexual acts, bodily fluids, penetration, sexual violence, incest, bestiality, trafficking, or nonconsensual conduct;
place the Artwork in an advertisement for prostitution, escort services, sexual services, or unlawful pornography;
represent that a Depicted Person personally offers sexual access, explicit custom content, or other sexual services;
distribute the Artwork to minors or on a service where the use violates age-gating, labeling, consent, or performer-record rules;
or
use the Artwork in any content involving an actual or apparent minor in a sexual, exploitative, or grooming context.
Buyer is solely responsible for determining whether 18 U.S.C. §§ 2257, 2257A, 28 C.F.R. Part 75, obscenity law, age-verification law, platform rules, labeling requirements, or comparable laws apply to Buyer’s reproduction, modification, publication, or distribution. Fiat Lux does not authorize Buyer to identify Fiat Lux’s address as Buyer’s records custodian location.
12. Weapons, violence, occult, and controversial themes
Buyer may lawfully use the Artwork in fine art, fiction, editorial, entertainment, fashion, music, gaming, horror, fantasy, historical, collector, or similar contexts even when it includes weapons, skulls, bones, cemeteries, occult references, supernatural imagery, simulated crime, or dark themes.
Buyer may not use the Artwork to:
solicit, coordinate, instruct, or facilitate actual violence, self-harm, terrorism, kidnapping, stalking, trafficking, grave desecration, animal cruelty, or another crime;
provide actionable instructions for constructing, modifying, concealing, illegally acquiring, or unlawfully using a weapon;
advertise an illegal weapon, illegal sale, unlawful armed service, or prohibited transaction;
falsely portray a Depicted Person as a member or supporter of a criminal, terrorist, extremist, or hate organization;
threaten or target an identifiable person or protected group;
or
violate applicable weapon-marketing, consumer-protection, sanctions, export-control, or venue restrictions.
Buyer must add legally required warnings, disclosures, ratings, or age restrictions to Buyer’s product or campaign.
13. General prohibited uses
Buyer may not use the NFT, Artwork, Delivered File, or Commercial Rights:
in violation of law, court order, sanctions, export controls, or enforceable third-party rights;
for fraud, impersonation, deceptive advertising, market manipulation, money laundering, unlawful gambling, or sanctions evasion;
to defame, harass, dox, stalk, threaten, blackmail, exploit, or intentionally cause severe reputational harm to a Depicted Person, creator, or Rights Holder;
in hateful content that attacks or dehumanizes a protected class;
to remove or falsify provenance, rights data, authorship, edition information, or the Certificate;
to claim ownership of rights not transferred, including a Depicted Person’s identity or Fiat Lux trademarks;
to mint another NFT using the identical Artwork unless the Certificate expressly authorizes reminting or migration;
to fractionalize the NFT or Commercial Rights into securities, investment interests, revenue shares, or tokens without Fiat Lux’s separate written consent and Buyer’s own legal compliance;
in a manner that creates product-safety, labeling, privacy, consumer-protection, or regulatory violations;
or
to assist another person in doing any prohibited act.
These are contractual limits. Their inclusion does not state that every restricted act would independently violate copyright law.
14. Sublicensing and contractors
Buyer may sublicense the Commercial Rights and may provide production copies to contractors. Every sublicense must:
be in writing;
remain subject to the Reserved Rights and Use Restrictions;
grant no greater rights than Buyer received;
prohibit AI training, identity extraction, false endorsement, and Digital Replicas;
require deletion or return of master files when the sublicense or production engagement ends, except for lawful archival records;
and
state that Fiat Lux, applicable Rights Holders, and Depicted Persons are intended third-party beneficiaries of the identity and restricted-use protections.
Buyer remains responsible for its sublicensees, employees, agencies, manufacturers, printers, distributors, and contractors as if their acts were Buyer’s own. A printer’s ordinary temporary technical processing solely to fulfill Buyer’s order is permitted.
15. Registration, enforcement, and cooperation
Buyer may register Buyer’s ownership or claim in the copyrightable human-authored elements of the Artwork, provided Buyer accurately discloses AI-generated or preexisting material as legally required and does not claim a Depicted Person’s identity, the Fiat Lux marks, or untransferred source material.
Fiat Lux does not promise that the U.S. Copyright Office or a court will find all or any portion of an AI-assisted Artwork copyrightable. Artistic and AI-generated expression may be outside copyright protection, while human selection, likeness, arrangement, photography, retouching, compositing, or modification may be protectable depending on the facts.
Each NFT photo or art piece depicts one image. Altering or animating this image is prohibited and considered replicating or impersonating the subject or model’s likeness and the artist’s intellectual property.
After the Effective Time, Buyer controls ordinary enforcement of the assigned or exclusively licensed copyright against new third-party infringement. Buyer must not take a position, send a demand, or file a claim that:
contradicts the Reserved Rights;
challenges Fiat Lux’s permitted portfolio or provenance use;
claims monopoly over a style, idea, pose, theme, method, or unprotectable element;
exposes confidential model, identity, or production records;
or
reasonably appears to be abusive, fraudulent, or knowingly unsupported.
At Buyer’s reasonable written request and expense, Fiat Lux will provide commercially reasonable further assurances necessary to confirm the transfer. Fiat Lux need not join litigation, disclose privileged or legally protected records, incur unreimbursed cost, or make a representation beyond the express warranties in these Terms.
16. Transfer of the NFT and Commercial Rights
Buyer may resell or transfer the NFT only together with all remaining Commercial Rights. Buyer may not sell the token while retaining the exclusive Commercial Rights, or sell the exclusive Commercial Rights while representing that they still accompany the token, unless Fiat Lux signs a written separation agreement.
For a valid onward transfer, Buyer must:
provide the transferee these Terms and the complete Certificate before the transfer;
execute a written assignment identifying the NFT, Artwork, transferee, and rights conveyed;
require the transferee’s written assumption of the Reserved Rights and Use Restrictions;
deliver the original or authenticated Certificate and provenance records;
cease new exploitation after the transfer, except as allowed by any surviving written sublicense granted before transfer;
and
not retain or use the master file except for one secure legal or tax archive copy.
An onward transferee receives no greater rights than Buyer lawfully retained. Buyer remains liable for Buyer’s pre-transfer breaches and for misrepresenting the rights sold.
Preexisting sublicenses may survive only if their written terms so provide. Buyer must disclose all surviving sublicenses to the transferee before sale.
17. Purchase price, taxes, fees, and delivery
Buyer is responsible for the purchase price and all disclosed marketplace, payment, currency-conversion, network, gas, custody, wallet, tax, customs, import, and export charges applicable to Buyer.
“Effective Time” means the later of:
Fiat Lux’s receipt of full, final, non-reversible cleared payment;
delivery of the NFT to the correct wallet or completion of the agreed custodial transfer;
and
execution of the Certificate by the transferor and Buyer.
Until the Effective Time, no assignment or exclusive license is effective. If payment is reversed, charged back, fraudulent, or rescinded, Fiat Lux may pursue payment, rescission, suspension, or other lawful relief.
Buyer is responsible for preserving the NFT, Delivered File, keys, wallet credentials, Certificate, and backups. Unless expressly promised, Fiat Lux does not provide perpetual hosting or replacement downloads.
18. Blockchain and technology risks
Buyer knowingly accepts risks including:
key or seed-phrase loss, theft, phishing, malware, hacking, and unauthorized access;
wallet, marketplace, bridge, smart-contract, storage, gateway, and network failures;
forks, chain reorganizations, congestion, bugs, exploits, gas volatility, and protocol changes;
marketplace closure, delisting, insolvency, outages, or royalty-policy changes;
unauthorized copying, scraping, counterfeit tokens, false metadata, and infringement;
legal or regulatory changes affecting digital assets;
and
price volatility, illiquidity, tax consequences, and total loss of resale value.
Fiat Lux does not operate the blockchain or third-party marketplace and is not responsible for their independent acts or omissions.
19. Seller representations
For an initial sale directly authorized by Fiat Lux, Fiat Lux represents at the Effective Time that:
Fiat Lux is authorized to sell the NFT and convey the rights expressly stated in the Certificate;
Fiat Lux has not knowingly made a prior inconsistent exclusive transfer of the same rights in the identical final Artwork;
the NFT identifiers in the Certificate are intended to identify the offered token;
Fiat Lux will not knowingly authorize another NFT as an identical one-of-one edition of the final Artwork;
and
if an actual identifiable model appears, Fiat Lux has obtained or reasonably relies on permission sufficient for the depiction license Fiat Lux expressly grants, subject to the Certificate and these Terms.
Fiat Lux does not warrant that:
every element is copyrightable or that a registration will issue;
a subject, concept, style, pose, genre, color palette, or visual idea is exclusive;
no third party will copy, scrape, counterfeit, challenge, or infringe the Artwork;
Buyer’s contemplated product, campaign, modification, jurisdiction, or platform is lawful or suitable;
depicted props, marks, trade dress, architecture, locations, clothing, or objects are cleared for every possible use;
a marketplace will preserve data, collect royalties, or continue operating; or
the NFT will retain or increase in value.
Any extra representation must be in the Certificate or a separately signed agreement.
20. Buyer representations and compliance
Buyer represents, warrants, and covenants that:
Buyer has reviewed the Artwork, Authorized Listing, NFT identifiers, and content description;
Buyer’s wallet, funds, and payment method are lawfully controlled;
Buyer will conduct clearance review appropriate to each commercial use, including trademark, trade dress, advertising, privacy, publicity, product, weapons, adult-content, platform, and local-law review;
Buyer will secure any additional music, font, logo, product, celebrity, location, union, publisher, platform, or other permission needed for Buyer’s adaptation or campaign;
Buyer will not market the NFT as a security, guaranteed investment, or promise of profit;
and
Buyer and its sublicensees will comply with the Use Restrictions.
21. Disclaimer of warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 19 OR THE CERTIFICATE, THE NFT, ARTWORK, DELIVERED FILE, METADATA, SMART CONTRACT, AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” FIAT LUX AND THE RIGHTS HOLDERS DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, TITLE TO THIRD-PARTY TECHNOLOGY, COLOR OR PRINT MATCHING, AND CONTINUOUS OR ERROR-FREE ACCESS.
Nothing excludes a warranty or consumer remedy that applicable law does not permit the Parties to exclude.
22. Indemnification
To the extent permitted by law, Buyer will indemnify, defend, and hold harmless Fiat Lux, its affiliates, service providers, creators, Rights Holders, and Depicted Persons from third-party claims, losses, judgments, penalties, liabilities, and reasonable legal fees arising from:
Buyer’s or its sublicensee’s product, campaign, adaptation, distribution, or exploitation of the Artwork;
breach of these Terms, the Certificate, or a sublicense;
false endorsement, Digital Replica, AI training, biometric use, defamation, unlawful sexual use, weapon-related illegality, or other prohibited use;
Buyer’s product liability, advertising claim, regulatory violation, tax, sanctions issue, or failure to obtain an additional clearance;
or
fraud, market manipulation, unlawful funds, or misuse of a wallet or marketplace.
Fiat Lux will provide reasonable notice of a covered claim. Fiat Lux may control the defense with counsel of its choice. Buyer may not settle in a way that admits wrongdoing by or imposes an obligation on an indemnified party without written consent.
This section does not require a consumer to indemnify Fiat Lux for Fiat Lux’s own gross negligence, willful misconduct, fraud, or liability that cannot lawfully be shifted.
23. Breach, cure, termination, and remedies
The copyright assignment in Section 7.1 is intended as a completed conveyance at the Effective Time and does not automatically revert merely because Buyer later breaches these Terms. Fiat Lux may pursue damages, indemnification, injunctive relief, specific performance, and other lawful remedies.
The backup license in Section 7.2 and the Depicted Person license in Section 9 may be suspended upon written notice of a material breach and terminated if Buyer does not cure a curable breach within fifteen (15) days. No cure period is required for intentional exploitation of minors, nonconsensual explicit deepfakes, fraudulent identity use, deliberate biometric extraction, or a credible threat of serious harm.
Upon termination of a license, Buyer must stop the terminated use, notify sublicensees, remove unlawful listings and files under Buyer’s control, and destroy production copies not required by law. Termination does not erase blockchain history.
Unauthorized use of intellectual property, confidential material, or identity may cause irreparable harm. Fiat Lux, Rights Holders, artists, creators, and Depicted Persons may seek temporary, preliminary, or permanent injunctive relief, takedown relief, evidence preservation, and other lawful remedies. This clause does not waive a bond or procedural requirement imposed by a court.
24. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
FIAT LUX, ITS AFFILIATES, AND RIGHTS HOLDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS; LOST REVENUE; LOST DATA; LOST DIGITAL ASSETS; LOSS OF GOODWILL; OR BUSINESS INTERRUPTION;
THEY ARE NOT LIABLE FOR THIRD-PARTY BLOCKCHAINS, WALLETS, MARKETPLACES, STORAGE SERVICES, PAYMENT SERVICES, PRINTERS, MANUFACTURERS, PLATFORMS, OR UNAUTHORIZED USERS;
AND
THEIR TOTAL AGGREGATE LIABILITY ARISING FROM THE TRANSACTION WILL NOT EXCEED THE AMOUNT FIAT LUX ACTUALLY RECEIVED FROM BUYER FOR THE PARTICULAR NFT, EXCLUDING TAXES, GAS, AND THIRD-PARTY FEES.
These limitations do not apply to fraud, willful misconduct, gross negligence, infringement by Fiat Lux, bodily injury caused by Fiat Lux, breach of an express title warranty, or liability that applicable law does not permit to be limited.
25. No investment, legal, financial, or tax advice
The NFT is offered as an art-related product and rights transaction, not as a security, deposit, partnership interest, profit-sharing interest, or promise of appreciation. Fiat Lux does not promise resale value, liquidity, demand, revenue, royalties to Buyer, or financial return. Buyer must obtain independent legal, tax, accounting, insurance, regulatory, and commercial-clearance advice.
26. Dispute notice, arbitration, and class-action waiver
Please read this section carefully. It affects the right to a jury trial and to participate in a class action.
Before filing a claim, the claimant must send written notice describing the dispute, transaction, requested relief, relevant wallet address, and supporting records to studio@fiatluxvictor.com. The Parties will attempt in good faith to resolve the dispute for thirty (30) days.
Either Party may bring an individual claim in a court of competent small-claims jurisdiction if it qualifies. Claims seeking urgent injunctive relief for intellectual-property misuse, identity misuse, unlawful sexual content, fraud, or a credible safety threat may be brought in a court of competent jurisdiction.
Except for those matters and claims that applicable law prohibits from arbitration, an unresolved dispute will be resolved by individual binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules for a consumer transaction or applicable Commercial Arbitration Rules for a business transaction.
For a consumer claim, arbitration may proceed by documents, phone, video, or in the claimant’s home area when required by AAA rules or applicable law; Fiat Lux will pay fees it must pay under the AAA Consumer Arbitration Rules; and the arbitrator may award individual relief available in court.
Claims must be brought individually. Neither Party may act as a plaintiff or class member in a class, collective, consolidated, coordinated, mass, or representative proceeding to the extent this waiver is enforceable. If a court finally determines that a particular claim or requested public injunctive relief cannot be arbitrated individually, only that claim or remedy may proceed in court after remaining arbitrable issues are resolved.
Thirty-day opt-out. Buyer may opt out of arbitration by emailing studio@fiatluxvictor.com within thirty (30) days after purchase. The notice must include Buyer’s legal name, transaction date, NFT identifier, wallet address, and a clear statement that Buyer opts out.
Opting out does not affect the remaining Terms.
27. Governing law and permitted court proceedings
Wyoming law governs these Terms without regard to conflict-of-law rules, except that the Federal Arbitration Act governs Section 26 and mandatory consumer protections apply where they cannot be waived.
Subject to Section 26, permitted court proceedings must be filed in a state or federal court with jurisdiction in Wyoming, unless mandatory law requires another forum. Each Party consents to personal jurisdiction there.
28. Privacy, verification, and records
Fiat Lux and its providers may collect transaction, wallet, device, payment, identity-verification, tax, delivery, and communications data for order administration, fraud prevention, sanctions screening, legal compliance, provenance, rights enforcement, and dispute resolution, subject to the posted privacy policy and applicable law.
Fiat Lux may preserve the accepted Terms, timestamps, transaction data, wallet address, listing, communications, delivery evidence, Certificate, and chain-of-title records. Fiat Lux may request identity or source-of-funds information when reasonably required and may refuse or pause an uncompleted transaction if verification is incomplete.
Private model-identification or legally protected production records are not included in the sale and will not be disclosed except as authorized by the person concerned or required by law.
29. International purchasers
Fiat Lux may restrict sales or uses by territory. Buyer is responsible for applicable import, export, sanctions, tax, consumer, advertising, content, digital-asset, adult-content, and intellectual-property law. These Terms do not waive mandatory protections that apply to a consumer. The English version controls to the extent legally permitted.
30. Miscellaneous
Entire agreement.
The executed Certificate, any separately signed purchase agreement, the Authorized Listing, and these Terms form the complete agreement for the transaction.
Order of precedence.
In a conflict, the following order applies:
(1) executed Certificate;
(2) separately signed purchase agreement;
(3) Authorized Listing;
(4) these Terms;
and
(5) general marketplace terms, except mandatory marketplace terms govern the marketplace service itself.
Amendments. Fiat Lux may revise website terms prospectively. A later revision does not retroactively reduce rights conveyed in a completed sale. An amendment to a completed rights transfer must be in a writing signed by the affected Parties.
No partnership or endorsement. The transaction does not create employment, partnership, joint venture, franchise, fiduciary relationship, agency, or endorsement between Buyer and Fiat Lux, an artist, creator, Rights Holder, or Depicted Person.
Assignment by Fiat Lux. Fiat Lux may assign its retained rights and obligations to an affiliate, successor, acquirer of the relevant business, or authorized rights administrator, without expanding or reducing Buyer’s completed grant.
Third-party beneficiaries. Applicable Rights Holders and Depicted Persons are intended third-party beneficiaries of Sections 8 through 14, 22 through 24, and related enforcement provisions.
Severability and reformation. An unenforceable provision will be enforced to the maximum lawful extent or severed, and the remainder will continue.
No waiver. Failure to enforce a provision is not a waiver.
Force majeure.
Fiat Lux is not liable for delay caused by events outside reasonable control, but this does not eliminate any nonwaivable refund or cancellation right.
Headings and summary.
Headings and summaries aid readability; operative provisions control.
Survival.
Provisions concerning Reserved Rights, Use Restrictions, payments, taxes, title, sublicenses, transfers, warranties, indemnification, liability, disputes, records, and miscellaneous matters survive as applicable.
31. Contact
Fiat Lux Victor LLC
Sheridan, Wyoming, United States
Email: studio@fiatluxvictor.com
Terms: https://fiatluxvictor.com/commercial-nft-terms
The Wyoming registered office or mailing address is not a public gallery, studio, returns counter, or customer-service location. Do not visit or ship materials there without prior written authorization.
Exhibit A
One-of-One NFT Certificate of Sale and Rights Transfer
This Certificate must be completed for each Full Commercial Rights NFT. Do not reuse a Certificate for another token or Artwork.
Depending on the NFT, Web3, or ecommerce marketplace listing structure, the below contract should be available via link or other automation for buyer to immediately complete with digital signature and timestamp.
Once notification goes through to Fiat Lux of completed checkout, payment, and document signatures by the buyer the transaction will be complete, the buyer delivered their NFT package or link to the NFT package with no issue, as well as the gallery signed copy of the contract.
For some reason, if the listing or automation fails to produce the below certificate for e-signature and date, the information that will need to be completed is available here. To save time and not archaically attempt printing, completing, and returning this general form it is recommended that you contact studio@fiatluxvictor.com or preferably text or call us at (307) 207-6382 or (650) 990-0906 to iron out any technical difficulties and get the simple, fillable e-signature form sent to you.
A. Transaction identification
Certificate number: __________________________________________
Artwork title: ______________________________________________
Artwork creation/completion date: _____________________________
Artwork description and unique identifier/hash:
Delivered file name: _________________________________________
Delivered file SHA-256 hash: _________________________________
Pixel dimensions: ____________________________________________
Embedded PPI: _______________________________________________
Color space/profile: _________________________________________
File format and delivery method: ______________________________
Blockchain: _________________________________________________
Smart-contract address: ______________________________________
Token ID: ___________________________________________________
Seller/transferor: ___________________________________________
Buyer/transferee legal name: _________________________________
Buyer entity and jurisdiction, if any: ________________________
Buyer wallet address: ________________________________________
Purchase price and currency: _________________________________
Transaction/hash or receipt ID: ______________________________
Effective Time: ______________________________________________
B. Rights election
By signing below, the transferor confirms that the NFT is sold as a:
☐ One-of-One NFT with Full Commercial Rights
Subject to the Fiat Lux Victor LLC One-of-One NFT Full Commercial Rights Terms dated [Date of Sale], transferor:
assigns all transferable copyright ownership transferor owns in the identified final Artwork;
grants the backup exclusive license stated in Section 7.2;
grants the limited Depicted Person license stated in Section 9 to the extent transferor controls it;
retains the portfolio, provenance, identity, trademark, source-material, related-work, and other Reserved Rights in Section 8; and
conditions all transferred and licensed rights on the Use Restrictions.
C. Artwork-specific disclosures and exceptions
AI involvement:
☐ AI-assisted or AI-generated elements are present.
☐ No generative AI is known to have been used.
☐ Unknown or mixed process.
Human-authored contributions claimed, if applicable:
Adult-content classification:
☐ General/nonsexual
☐ Mature themes
☐ Implied nudity or sensuality
☐ Nudity or erotic fine art
☐ Other: _______________________________________________________
Weapons/dark-theme disclosure:
☐ Firearm or weapon imagery
☐ Occult/religious/supernatural imagery
☐ Skull, bone, cemetery, horror, or death imagery
☐ Simulated violence, crime, or danger
☐ None known
☐ Other: _______________________________________________________
Third-party or preexisting material excluded from transfer:
Additional included files or property:
Additional negotiated restrictions or permissions:
If blank, no additional restriction or permission applies beyond the Terms.
D. Transferor execution
The undersigned represents that the undersigned is the owner of the rights conveyed or is duly authorized to sign for that owner, intends this Certificate to be a signed written instrument of conveyance under 17 U.S.C. § 204(a), and agrees that electronic signatures and counterparts may be used.
FIAT LUX VICTOR LLC or other identified transferor
By: _____________________________________________________________
Printed name: ___________________________________________________
Title/authority: __________________________________________________
Signature: ______________________________________________________
Date and time: __________________________________________________
E. Buyer execution
Buyer acknowledges receipt of the identified NFT and/or Delivered File as applicable, accepts the transferred and licensed rights subject to all Reserved Rights and Use Restrictions, and agrees to the incorporated Terms.
BUYER/TRANSFEREE
By: _____________________________________________________________
Printed name: ___________________________________________________
Entity and title, if any: _________________________________________
Signature: ______________________________________________________
Date and time: __________________________________________________
The link to this full terms page, and the following brief descriptions of One-of-One NFTs with Full Commercial Rights, should be included in the listing itself and if not is provided here:
Listing language
ONE-OF-ONE NFT WITH FULL COMMERCIAL RIGHTS
This sale includes the unique NFT, the high-resolution master file described in the listing, and broad worldwide commercial rights allowing unlimited lawful prints, merchandise, publishing, advertising, adaptations, sublicensing, and revenue. Rights transfer only after full payment and execution of the artwork-specific Certificate of Sale and Rights Transfer. The sale does not transfer ownership of any person’s identity and prohibits false endorsement, deepfakes, AI training, biometric use, unlawful sexualization, exploitation of minors, defamation, and illegal conduct. See the complete Commercial NFT Terms.
Checkout acceptance
By selecting “Buy,” “Place Bid,” “Accept Offer,” or otherwise completing the sale with transfer of funds, and completed contract signatures, I confirm that I am at least 18, have reviewed the content disclosures, and agree to the One-of-One NFT Full Commercial Rights Terms, including the Reserved Rights, Use Restrictions, dispute-resolution provision, and requirement to execute the artwork-specific Certificate.