VNFT™ Contract Agreement
Owned by: Speakeasy and Purge LLC
Created by: Bert Jacovino
This Licensing Agreement (“Agreement”) governs the licensing, use, intellectual property, privacy standards, operational requirements, and brand protections associated with the VNFT™ Leasing (Vagus Nerve Funneling Technique) methodology (‘VNFT™’).
1. License Grant
Speakeasy and Purge LLC (“Licensor”) grants the Licensee a non‑exclusive, non‑transferable, revocable license to use the VNFT™ methodology within their facility, practice, or organization.
Licensee may use VNFT™:
- with clients, residents, or users
- within their existing behavioral support or wellness structure.
2. Restrictions
Licensee may NOT:
- teach VNFT™
- certify others in VNFT™
- modify, alter, or create derivative versions
- distribute VNFT™ materials outside their facility
- rebrand or rename VNFT™
- claim authorship or ownership
- imply clinical, therapeutic, or medical authority
- train staff as “VNFT practitioners,” “VNFT™ providers,” or similar titles
Approved statement: “Licensed to use the Vagus Nerve Funneling Technique (VNFT™) protocol.”
3. Description of the VNFT™ Method
VNFT™ is a proprietary autonomic engagement methodology consisting of:
- the 8‑step leasing system
- the VNFT™ package and materials
- the guided emotional release protocol
Completed materials are provided after licensing fees are paid. The method may not be changed, altered, replicated, or reverse‑engineered.
4. Intellectual Property
All rights to VNFT™, including the methodology, materials, terminology, and system design, are owned exclusively by Speakeasy and Purge LLC.
Required attribution: “VNFT™ — Vagus Nerve Funneling Technique. Licensed Method. All rights reserved.”
5. Logo Usage & Brand Standards
VNFT™ Brand Assets include three official logos, each containing proprietary design elements and protected intellectual property owned exclusively by Speakeasy and Purge LLC.
- VNFT™ Sphere Logo (Primary Logo) — The core VNFT™ identity mark featuring the circular sphere design with outward‑moving wave elements and the “VNFT™” wordmark integrated into the left side of the sphere. The sphere contains the anger/stress/anxiety symbol in the center, with “Release – Reset – Renew” positioned along the lower right side.
- VNFT™ Wave Logo (Color Background) — Featuring the stylized VNFT™ wave design placed over a solid color background, with the “VNFT™” wordmark positioned to the right. Optimized for digital environments requiring a solid background for clarity.
- VNFT™ Wave Logo (Transparent Background) — Featuring the same stylized wave and wordmark, but with a fully transparent background for flexible placement across varied interfaces and documents.
All VNFT™ logos, including prior brand marks, wave designs, symbol variations, taglines, and associated visual elements, are protected under trademark and intellectual property law. Licensee may not alter, recolor, crop, distort, or create derivative versions of any VNFT™ logo.
Approved Uses
Licensee may display the VNFT™ logo on:
- service pages
- social media profiles
- marketing materials
- email signatures
- business cards
- client‑facing documents
- practitioner listings
Usage must clearly indicate licensed methodology, not certification or training authority.
Prohibited Uses
Licensee may NOT:
- alter, recolor, distort, crop, animate, or stylize the logo
- remove the split‑brain symbol
- change the round shape
- add their business name inside the logo
- create alternate versions
- imply endorsement or co‑ownership
- use the logo on merchandise without written approval
Placement Rules
- Logo must remain legible and placed on clean backgrounds.
- Logo may not appear beside competing modality logos.
Termination of Logo Rights Upon license expiration or revocation, Licensee must immediately remove the logo from all platforms and destroy all materials containing it.
6. Privacy & Data Handling
VNFT™ does not collect, store, transmit, or track personal information. All user information remains solely within the Licensee’s facility.
Licensee agrees to:
- store user documentation according to internal privacy standards
- comply with applicable privacy regulations
- ensure no VNFT™ materials are uploaded to third‑party platforms without
permission
No Third‑Party Sharing
VNFT™ does not integrate with external data systems, vendors, or analytics tools.
Digital Disclaimer
VNFT™ does not use cookies, tracking technologies, media uploads, data storage, or behavioral monitoring systems.
AI Upload Ban
Licensee may NOT upload VNFT™ materials into any AI, machine learning, or automated system.
7. Non‑Clinical Status
Licensee acknowledges that VNFT™:
- is not therapy - is not counseling
- is not a medical device - is not a clinical treatment
- does not diagnose or treat any condition
VNFT™ is a behavioral support methodology designed for autonomic engagement and emotional stabilization.
No Clinical Claims Licensee may not market VNFT™ as clinical, therapeutic, or medical.
8. Facility Responsibilities
Licensee agrees to:
- maintain a consistent environment for VNFT™ use
- ensure staff understand VNFT™ is non‑clinical
- provide access to VNFT™ materials
- uphold behavioral support expectations
VNFT™ may be included as part of the Licensee’s internal behavioral support structure.
9. Liability, Disclaimers & Risk Allocation
VNFT™ is a self‑directed emotional release method, not a clinical intervention.
Limitation of Liability
In no event shall Speakeasy and Purge LLC be liable for any indirect, incidental, special, exemplary, or consequential damages, including emotional outcomes, client reactions, misuse, or facility‑level implementation choices.
Warranty Disclaimer
VNFT™ is provided “as is,” with no warranties of any kind, express or implied.
Indemnification
Licensee agrees to indemnify, defend, and hold harmless Speakeasy and Purge LLC from any claims, damages, losses, liabilities, or expenses arising from Licensee’s use or misuse of VNFT™.
10. Program Selection
Licensee acknowledges and agrees to purchase one of the following VNFT™ Licensing Programs. The selected program becomes part of this Agreement upon signature. License activation occurs only after full payment is received.
Please select one:
☐ Tier I — Enterprise Organizations
Platforms with 1 million+ users
Annual Licensing Range: $500,000.00 ($41,666.67 monthly)
☐ Tier II — Large Organizations
Organizations with 100K – 999K users
Annual Licensing Range: $150,000.00 ($12,500.00 monthly)
☐ Tier III — Mid‑Size Organizations
Organizations with 10K – 99K users
Annual Licensing Range: $50,000.00 ($4,166.67 monthly)
☐ Tier IV — Individual Organizations
1 – 9 providers Annual Licensing Range: $7,500.00 ($625.00 monthly)
By checking the appropriate box above, the Licensee confirms their chosen program tier and agrees to all associated fees, terms, and deliverables. The selected tier is binding and may not be changed after payment is submitted.
10.a Tier Eligibility Requirements
Licensee must select the tier that accurately reflects their organizational size, including total user count, client count, or provider count. Exceeding the maximum limits of a lower tier requires selection of the appropriate higher tier. Misrepresentation constitutes a material breach and may result in termination, fee adjustment, or legal enforcement.
10.b Verification of Organizational Size
Licensor may request documentation verifying user count, provider count, or organizational size. Failure to provide verification, or providing false information, constitutes a material breach.
10.c Fee Adjustment for Misrepresentation
If Licensee selects a tier lower than their actual size, Licensor may retroactively adjust fees. Licensee agrees to pay any difference within ten (10) business days.
10.d No Down‑Tiering
After payment, Licensee may not downgrade to a lower tier regardless of changes in organizational structure.
10.e Definition of User Count
“Users” includes all registered users, clients, patients, subscribers, or individuals with access to the Licensee’s platform or services, regardless of activity level or payment status.
11. Fees & Payment Terms
Licensee agrees to pay all licensing fees. All fees are final and non‑refundable.
Late Fees & Non‑Payment
Failure to pay within ten (10) days of invoice may result in suspension or termination.
No Chargebacks or Refunds
Licensee agrees not to initiate chargebacks, payment disputes, or reversals. Early termination does not release the Licensee from payment obligations. Any attempted chargeback constitutes a material breach of this Agreement.
12. Term & Termination
Licensor may revoke the license at any time for:
- misuse
- violation of restrictions
- unauthorized logo use
- breach of agreement
- IP infringement
Notice Requirements
Termination notices may be delivered via email or DocuSign and are effective upon receipt.
Post‑Termination Requirements
Upon termination:
- Licensee must cease all use of VNFT™
- All VNFT™ materials must be removed or destroyed
- Licensee must stop displaying the VNFT™ logo immediately
Audit Rights Licensor may request proof of removal or destruction within ten (10) business days. Continued use after termination constitutes trademark infringement.
13. Enforcement
Unauthorized use of VNFT™ or its logo may result in:
- license termination
- cease‑and‑desist action
- legal enforcement under trademark and IP law
Licensor reserves all rights to protect the VNFT™ brand.
14. Governing Law & Venue
This Agreement is governed by the laws of Massachusetts. All disputes shall be resolved exclusively in the state or federal courts located in Massachusetts.
15. Dispute Resolution (Arbitration)
Any dispute arising under this Agreement shall be resolved through binding arbitration in Massachusetts.
© 2021–2026 Speakeasy and Purge LLC. All rights reserved. This licensing agreement, the VNFT™ methodology, all related materials, terminology, system design, and branding elements are the exclusive intellectual property of Speakeasy and Purge LLC. Unauthorized use, reproduction, distribution, or modification is strictly prohibited and may result in legal action, termination of licensing rights, and enforcement measures as outlined within this Agreement.
16. Signatures (Jotform Ready)
This Agreement may be executed electronically through Jotform. Electronic signatures are valid and enforceable.