Master Agreement

Important Notice

This document is a DRAFT Master Agreement for the RVR Ecosystem. It has not yet been reviewed or approved by qualified legal counsel. It is published for transparency and community review purposes only.

This agreement will not be legally binding until it has been reviewed by a licensed legal professional specialising in EU crypto-assets regulation (MiCA), signed by an authorised representative of RVR, Lda., and formally published as the final version.

Nothing in this draft constitutes legal, financial, or investment advice.

Part 1 — Introduction and Parties

1.1 — About RVR

RVR is a cultural and creative ecosystem operating at the intersection of music, fashion, digital art, and decentralised finance. RVR is operated by RVR, Lda., a company registered in Portugal, and operates globally. The ecosystem comprises the MAUS NFT Collection, the RVR Token (utility token), the RVR Rewards Programme, RVR Metaclubs, and associated cultural events and experiences.

1.2 — Parties

• RVR, Lda.: The legal entity operating the RVR Ecosystem, registered in Portugal.
• Participant: Any individual or entity that holds a MAUS NFT, acquires RVR Tokens, or participates in the RVR Ecosystem in any capacity.

1.3 — Purpose of this Agreement

This Master Agreement governs the relationship between RVR, Lda. and all Participants. It defines the nature of MAUS NFTs and RVR Tokens, the rights and obligations of Participants, the terms of the RVR Rewards Programme, governance participation rights, and the applicable legal framework under EU and Portuguese law, including compliance with the Markets in Crypto-Assets Regulation (MiCA).

Part 2 — MAUS NFT Collection

2.1 — Nature of MAUS NFTs

MAUS NFTs are unique digital collectibles issued on the XRP Ledger (XRPL). Each MAUS NFT represents:

• A unique digital artwork and identity within the RVR Ecosystem.
• Eligibility to participate in the RVR Rewards Programme under the terms of this Agreement.
• Access rights to certain RVR Ecosystem features, events, and experiences as determined by RVR from time to time.
• DAO governance participation rights as described in Part 5 of this Agreement.

MAUS NFTs do not represent shares, equity, debt instruments, securities, or any form of financial investment. Holding a MAUS NFT does not confer ownership rights in RVR, Lda., nor any entitlement to profits, dividends, or financial returns.

2.2 — Minting and Transfer

MAUS NFTs are minted at a price of 25 XRP per NFT on the XRPL. NFTs may be transferred or traded on secondary markets, including xrp.cafe. RVR, Lda. collects a transfer fee of 7% on secondary sales as encoded in the NFT smart contract.

2.3 — Dynamic NFTs

Certain MAUS NFTs may be designated as Dynamic NFTs. Their metadata and appearance may be updated by RVR to reflect ecosystem milestones, upgrades, or special events. Holders of Dynamic NFTs acknowledge and consent to such updates as part of the utility of their NFT.

2.4 — Intellectual Property

All artwork, metadata, and creative content associated with MAUS NFTs is the intellectual property of RVR, Lda. Holders are granted a personal, non-exclusive, non-transferable licence to display their NFT artwork for personal, non-commercial purposes only.

Part 3 — RVR Token

3.1 — Classification Under MiCA

The RVR Token is classified as a utility token under Regulation (EU) 2023/1114 on Markets in Crypto-Assets (MiCA). It is designed solely to provide access to goods and services within the RVR Ecosystem. It does not qualify as an asset-referenced token (ART), an e-money token (EMT), a financial instrument under MiFID II, or a security under applicable Portuguese or EU law.

3.2 — Token Utility

RVR Tokens may be used within the ecosystem for:

• Purchasing Dynamic MAUS NFT attribute upgrades.
• Buying event tickets and VIP access for RVR events.
• Staking to earn additional RVR Tokens through the ecosystem staking programme.
• Exercising DAO governance voting rights as described in Part 5.

3.3 — Token Distribution

Total supply: 500,000,000 (five hundred million) RVR Tokens. Distribution:

• 50% — Staking rewards, distributed over time to ecosystem participants.
• 30% — Community airdrops, distributed to MAUS NFT holders as milestones are reached.
• 10% — Engagement rewards, distributed to active community participants.
• 10% — Project Fund, reserved for RVR, Lda. development and operations.

90% of total supply is allocated to MAUS NFT holders and ecosystem participants. There is no public sale, no presale, and no team allocation beyond the Project Fund. This is a fair launch.

3.4 — Token Launch

The RVR Token will launch when the MAUS NFT collection reaches 50% of total mint capacity. RVR, Lda. reserves the right to adjust this timeline in response to regulatory, technical, or market conditions.

3.5 — No Promise of Financial Return

RVR, Lda. makes no representation or guarantee that RVR Tokens will increase in value or generate any financial return. The value of RVR Tokens may fluctuate and may fall to zero. Acquisition of RVR Tokens should be motivated solely by their utility within the ecosystem.

Part 4 — RVR Rewards Programme

4.1 — Programme Overview

The RVR Rewards Programme distributes rewards to eligible MAUS NFT holders based on community engagement and ecosystem participation. Rewards are engagement-based and not guaranteed.

4.2 — Eligibility

• Hold at least one MAUS NFT in a verified wallet address.
• Have accepted the terms of this Master Agreement.
• Be an active participant in the RVR community as tracked by RVR's engagement systems.

4.3 — Reward Mechanism

• RVR's automated systems track community engagement and activity across designated platforms.
• Periodic snapshots record participation metrics and community contributions.
• Rewards are calculated based on engagement scores and distributed in XRP and/or Coreum tokens.
• All distributions are recorded on the blockchain — transparent, auditable, and legally recorded.

4.4 — Legal Compliance

The RVR Rewards Programme is designed to comply with applicable Portuguese corporate law and EU tax regulations. All reward distributions are authorised and executed by RVR, Lda. as signatory, and are subject to applicable accounting and tax obligations. Participants are solely responsible for declaring and paying any taxes applicable to rewards received in their jurisdiction.

4.5 — No Guarantee of Rewards

Participation in the RVR Ecosystem does not guarantee receipt of rewards. RVR, Lda. reserves the right to modify, suspend, or terminate the Rewards Programme at any time with reasonable notice.

Part 5 — DAO Governance

5.1 — Governance Rights

Each RVR Token grants its holder one vote in the RVR DAO. Governance rights cover:

• Event programming and community decisions.
• Partnership approvals and ecosystem integrations.
• Treasury allocation and community fund usage.
• Ecosystem development priorities and roadmap decisions.

5.2 — Governance Limitations

DAO governance rights do not extend to corporate governance, management decisions, employment or legal obligations of RVR, Lda., or any decisions that would violate applicable law. RVR, Lda. retains final authority over legal compliance and company operations.

Part 6 — Regulatory Compliance

6.1 — MiCA Compliance

RVR, Lda. is committed to operating in compliance with Regulation (EU) 2023/1114 (MiCA). RVR will:

• Maintain a publicly available whitepaper describing the RVR Token in accordance with MiCA requirements.
• Publish and maintain this Master Agreement as a public document.
• Implement AML and KYC procedures as required by applicable law.
• Cooperate with competent authorities as required under MiCA and Portuguese law.

6.2 — Geographic Restrictions

Participants from jurisdictions where crypto-assets are prohibited or restricted are responsible for ensuring their own compliance with local regulations. RVR, Lda. reserves the right to restrict access in jurisdictions where participation would violate applicable law.

6.3 — Anti-Money Laundering

RVR, Lda. is committed to preventing use of the ecosystem for money laundering, terrorist financing, or other illicit activities. RVR reserves the right to request identity verification and restrict access where AML concerns are identified.

Part 7 — Risk Disclosures

7.1 — Crypto-Asset Risks

• Market Risk: The value of MAUS NFTs and RVR Tokens may fluctuate significantly and may decline to zero.
• Liquidity Risk: There is no guarantee that a secondary market will exist or be liquid.
• Technology Risk: The XRPL and associated infrastructure may be subject to technical failures or security vulnerabilities.
• Regulatory Risk: Laws and regulations may change in ways that affect the RVR Ecosystem or the rights of Participants.
• Loss of Access Risk: Loss of private keys may result in permanent loss of NFTs or tokens with no recourse.

7.2 — No Investment Advice

Nothing in this Agreement constitutes investment or financial advice. Participants should conduct their own due diligence (DYOR) and seek independent professional advice before participating.

Part 8 — Limitation of Liability

8.1 — Limitation

To the maximum extent permitted by applicable law, RVR, Lda. shall not be liable for:

• Any loss of value of MAUS NFTs or RVR Tokens.
• Any loss arising from technical failures, security breaches, or unauthorised wallet access.
• Any indirect, consequential, or incidental losses arising from ecosystem participation.
• Any failure or delay in delivering Ecosystem features, events, or rewards.

8.2 — Maximum Liability

Where liability cannot be excluded by law, RVR, Lda.'s total liability to any Participant shall not exceed the amount paid by that Participant for MAUS NFTs directly from RVR in the twelve months preceding the claim.

Part 9 — Governing Law and Dispute Resolution

9.1 — Governing Law

This Agreement is governed by the laws of Portugal and, where applicable, the laws of the European Union, including MiCA and related regulations.

9.2 — Dispute Resolution

Disputes shall first be submitted to good faith negotiation. If unresolved within 30 days, disputes shall be submitted to the competent courts of Portugal.

9.3 — Language

This Agreement is written in English. In the event of conflict with any translated version, the English version shall prevail.

Part 10 — General Provisions

10.1 — Amendments

RVR, Lda. reserves the right to amend this Agreement at any time. Material amendments will be notified through official RVR channels with a minimum of 30 days notice. Continued participation after the effective date constitutes acceptance of amended terms.

10.2 — Severability

If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.3 — Entire Agreement

This Agreement, together with the RVR Whitepaper and any supplementary terms published on the RVR website, constitutes the entire agreement between RVR, Lda. and Participants.

10.4 — Contact

For questions regarding this Agreement, please contact RVR through the official channels listed on the RVR website.

Signature

This Master Agreement is issued by: