License | Muhammad Ali - The Next Legends

THIS AGREEMENT (the “Agreement”) is made and entered into effective as of the date of purchase (the “Effective Date”), by and between Futureverse Corporation Ltd, (hereinafter known as the “Licensor”) and the Digital Collectible Owner (hereinafter known as the “Licensee”) of the copyrightable permissible work (“Permissible Work”).
Licensor and Licensee agree as follows:
1. DEFINITIONS
As used herein and throughout this Agreement:
1.1 “Agreement” means this document Licensing Agreement.
1.2 “Digital Collectible” means and refer to Licensor’s creation of a unique and/or limited digital collectible in relation to the Muhammad Ali -The Next Legends game, that is managed by a blockchain network and the Smart Contract code related to that digital collectible and its collection, on that network. Digital Collectibles include TNL Boxers, TNL Gear, and ASM Brains. 
1.3 “Game” shall mean the “Muhammad Ali – The Next Legends® game. 
1.4 “Licensor Marks” means any trade marks (whether registered or unregistered) owned by and/or licensed to the Licensor. 
1.5 “Smart Contract” means lines of code or a transaction protocol which is intended to automatically execute, control or document basic relevant events and actions according to the terms of an agreement. The code and the agreements contained therein exist across a distributed, decentralized blockchain network.
1.6 “Permissible Work” means the visual, literary, dramatic, artistic, and subject-matter works and content tied to the Digital Collectible.
2. LICENSE
2.1 When You purchase Your Digital Collectible, you will own non-exclusive, commercial rights for personal use of the Digital Collectible and the artistic representation of specific characteristics for the period You continue to own and control Your Digital Collectible in accordance with the terms of this Agreement.
2.2 Ownership Rights Licensor represents: 
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it is the owner and/or valid licensee of copyrights and intellectual property rights in and to Your Digital Collectible; 
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the Permissible Work is an original copyright work; 
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it has the necessary authority (either as owner or valid licensee of the Permissible Work) to grant You the rights set out in this Agreement.
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2.3 Other than your rights of use set out in clauses 2.1 and 2.5, nothing in this Agreement coveys any right, title, or interest in or to intellectual property rights embodied in the Digital Collectible(s) or the Permissible Works themselves. 
2.4 Non-Exclusive Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Permissible Work. Licensor has the right to assign and/or license its rights and obligations under this Agreement and all its right, title and interest in the Permissible Work (subject at all times to the rights granted to the Licensee).
2.5 Scope Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive license to use the Permissible Work in the course of personal and commercial use and purposes. The license covers the non-exclusive right to reproduce, sell and distribute the Permissible Work, including reprints, translations, photographic reproductions, microform, electronic form (offline, online) or any other reproductions of similar nature in accordance with the terms of this Agreement.
2.6 Assignment This Agreement (including, without limitation, the license granted hereunder) is personal to Licensee and shall not be assigned, sublicensed, or transferred by Licensee, except to a new purchaser of all or substantially all of the Permissible Work licensed to the Licensee together with the corresponding Digital Collectible. Any other attempt on the part of Licensee to assign, sub-license, or transfer Licensee’s rights under this Agreement, except as provided herein, shall be invalid and void.
2.7 Accordance Licensee desires to obtain, and Licensor has agreed to transfer to and authorise the use of the Permissible Work by Licensee in accordance with the terms and conditions of this Agreement. Licensee’s purchase and use of the Permissible Work, in whole or in part, indicates their assent to the terms and conditions of this Agreement; and acknowledgement to have read and be legally bound by the terms of this Agreement.
2.8 Trade marks
(a) Licensee may not use or reproduce any Licensor Marks other than as a genuine description to refer to and/or designate the Digital Collectibles, which determination shall be made in Licensor’s sole and absolute discretion. 
(b) Subject to the limited right at (a) above and the Licensee’s rights at clause 2.5, the Licensee may not use any Licensor Marks in connection with any reproduction of the Permissible Work in any derivative work, or in any manner that may imply that Licensor endorses them, or that is likely to cause confusion or dilute, blur or diminish the value of such names and/or words or do anything which brings the Licensor and/or any of its brands into disrepute.
(c) To the extent that any Licensor Marks are utilised in the in-Game functionality of your Digital Collectible(s) within the Game, the Licensor reserves the right to substitute or change use of the Licensor Mark(s) in that context at its discretion. Any such changes will not affect the Permissible Work licensed to You under this Agreement, or the designation of the Digital Collectible(s) as Digital Collectibles for use in the “Muhammad Ali – The Next Legends” Game. Your rights to use Licensor Marks to identify the Digital Collectible(s) as such in accordance with clause 2.8(a) will not be affected by changes made in accordance with this clause. 
3. PERMITTED USES
Licensee agrees not to use the Permissible Work to commit any criminal offence, nor to distribute any malicious, harmful, offensive or obscene material. You shall indemnify, defend (at Licensor’s request) and hold harmless Licensor, its affiliates and its respective employees, and contractors, from and against any and all claims, losses, liabilities, damages, expenses and costs (including reasonable attorneys’ fees) arising from your breach or alleged breach of this section.
4. BURNING
4.1 Definition Burning a Digital Collectible shall mean to purposefully take that token out of circulation, often by sending it to a cryptocurrency wallet to which no-one has access. It is not possible to delete the token ID underlying the Digital Collectible from the blockchain.
4.2 Grants and Limitations Once the Permissible Work has been transferred, the former Licensee will not be able to, including but not limited to, burn, copy, or redistribute the Digital Collectible in that the former Licensee shall no longer be the permitted holder of the license herein. If the Licensee burns the Digital Collectibles but is effectively still the holder of the license herein, the Licensee may re-mint the burned token so long as such a mint function is allowable and available.
5. SUCCESSORS
The rights and obligations under this Assignment will inure to the benefit and be binding upon any of Licensee’s successors and assignees, as well as Licensor’s.
6. NO CONFLICT
Licensor warrants and represents that Licensor is not a party to, or will not be a party to, any assignment, agreement or other contract in conflict with this Assignment.
7. PARTIAL AGREEMENT
This is a licensing agreement. The contents of this document may constitute part of a multi-part agreement between Licensor and Licensee and add to any other terms and conditions set out as part of a specific website, collection or project. Where such documents conflict, the this licensing Agreement will prevail to the extent of the inconsistency.
8. HEADINGS
Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
9. INDEMNIFICATION
Licensee shall fully indemnify, defend, and hold harmless Licensor from and against any and all claims, losses, damages, expenses, and liability, including without limitation, suits arising from offering, promoting, advertising, sale, or use by Licensee, or any of its authorized sublicenses, of the Permissible Work in breach of this Agreement, provided that such claim, loss, damage, expense, or liability does not arise from the negligence of Licensor.
10. UPDATES TO THIS LICENSE
A copy of this license Agreement is available to you at the URL <a href="http://thenextlegends.xyz/license" target="http://thenextlegends.xyz/license">thenextlegends.xyz/license</a> and constitute part of this Agreement. Any amendments or modifications to this license will be made at this URL. Where permitted by law, such amendments and modifications to the license shall also constitute part of this license.
11. JURISDICTION & GOVERNING LAW
This Agreement shall be governed in all respects by the laws of New Zealand.
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