TERMS & CONDITIONS

Definitions

Altered State Machine Limited (ASM) is a New Zealand Limited Liability Company.

Non-Fungible Labs Ltd (NFL) is a New Zealand Limited Liability Company.

Contenders Ltd (Contenders) is a New Zealand Limited Liability Company, jointly owned by ASM and NFL.

ASTO is a cryptocurrency issued by ASM as an ERC20 token on the Ethereum blockchain.

ASM PLATFORM or ASM PROTOCOL is a decentralised protocol providing services relating to ASTO, A.I., NFTs and other functions, and made available publicly on the internet.

TNL means Muhammad Ali - The Next Legends™, a forthcoming play-and-earn game.

Muhammad Ali - TNL Boxers and TNL Boxers means the collection of digital character-collectibles expressed as Non-Fungible Tokens (NFTs) utilising blockchain technologies.

Muhammad Ali - TNL Pro bags and TNL Pro Bags means the collection of digital functional-collectibles expressed as NFTs utilising blockchain technologies.

Risk Disclosure means the risk disclosure describing some of the risks associated with digital assets and smart contracts, as well as some other risks, further below.

Website refers to the internet website hosted at https://thenextlegends.xyz and https://alteredstatemachine.xyz , both operated by Contenders.

Whitepaper means the ASM white paper available here: https://whitepaper.alteredstatemachine.xyz .

Using this website

This Website is an interface allowing participants to purchase these digital collectibles and manage them in certain ways according to these Terms.

By viewing, using, or transacting with this Website you agree to be bound by these terms.

Users are entirely responsible for the safety and management of their own private wallets and validating all transactions and contracts generated by this Website before approval.

TNL Boxers, and TNL Pro Bags have smart contracts that run on the Root Network and are bound by its immutability, there is no ability to undo, reverse, or restore any transactions. For the avoidance of doubt, Contenders are unable to offer refunds on any transactions, under any circumstances.

To the extent permitted by law, this Website, our smart contract, and all connected services related to NFTs minted via this website are provided "as is" without any warranty or promise of availability of services of any kind.

By using this Website to mint or manage the NFTs, you are accepting sole responsibility for any and all transactions involving these collectibles, and any others offered by Contenders and added to this website in the future.

Your ownership rights relating to these Collectibles

When you validly purchase and acquire a TNL Boxer or TNL Pro Bag or other NFT collectible using this website (Collectible), you will own non-exclusive commercial rights to your Collectible and the underlying art of that specific Collectible, so long as you continue to own and control the related NFT as outlined in these terms and our License Agreement.

Ownership of the Collectible is mediated entirely by our smart contract. At no point can we seize, freeze, or otherwise modify the ownership of any Collectible. You are responsible for managing your ownership of your Collectible.

You cannot use the names "Muhammad Ali - TNL Boxer", "Muhammad Ali - TNL Pro Gym Bags", "TNL Boxer" or "The Next Legends Boxer", or derivations of these on any commercial product.

You agree not to use your Collectible in any project or derivative work that involves hatred, intolerance, racism, cruelty, obscenity, unlicensed gambling, drug use, or any illegal content.

You may assign some of these rights to other projects, but any future transfer of your Collectible will be subject to those rights that you have already assigned.

If you sell, trade, donate, give away, or otherwise dispose of your Collectible, you understand that you may be required to pay a royalty fee to Contenders as part of that transaction, as set by the smart contract related to the Collectible or by the marketplace.

If you sell, trade, donate, give away, or otherwise dispose of your Collectible, all of your rights in and to the Collectible will immediately cease, and you will have no further rights in the NFT or the associated media. Any and all such rights shall transfer to the new owner of the Collectible.

Your usage rights relating to Muhammad Ali

All right, title and interest (including all copyrights, trademark rights, and any associated goodwill, and all other intellectual property rights) in the word marks, logos, names and likenesses of Muhammad Ali (Ali Media) are owned and controlled by ABG International, Inc., as master licensee of Muhammad Ali Enterprises, LLC ("ABG"), or ABG's licensors, as applicable. Any Ali Media that you receive in connection with your purchase of a Collectible grants you only a limited, revocable license to use such Ali Media, subject to the restrictions, terms and conditions set forth herein. You acknowledge and agree that the Ali Media is provided under a license and not sold.

Your purchase and/or ownership of any Collectible does not permit you to use or otherwise acquire any rights in the names and/or words "Muhammad Ali" or "Muhammad Ali - The Next Legends", "The Greatest" or any derivations thereof. You may not use these names or any derivations thereof in connection with any business, product, content or service you provide (directly or indirectly), or in any manner that may imply that ABG or Contenders 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 Muhammad Ali, ABG or Contenders brand into disrepute.

Your usage rights relating to Muhammad Ali - The Next Legends game

The Next Legends game has not yet been released. Contenders intends to release The Next Legends game at this Website.

However, Contenders reserves the right to release The Next Legends game at a time of its own discretion, in a location other than this Website, and to offer functionality that may differ to the functionality indicated on this Website.

The Next Legends game will be subject to its own terms and conditions of use. The Next Legends terms may supersede these Terms in whole or in part.

The Next Legends Pro Pack Mint

On or about 10am NZDT 2nd October 2022, a mint will begin for The Next Legends Pro Pack. The Mint will finish on or about 3rd of October 2022.

Your participation in the Pro Pack Mint is subject to you accepting these Terms and having read and accepted the Risk Disclosure.

Additional information

You agree to provide us with any information we may reasonably request at any time to meet our legal obligations in any jurisdiction.

Limitations of liability

TO THE EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY STATED IN THESE TERMS, CONTENDERS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AND EXPLICITLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES INCLUDING WITHOUT LIMITATION, IN RELATION TO ASTO OR ANY ASSOCIATED SMART CONTRACTS, WHETHER EXPRESS, IMPLIED, WRITTEN, ORAL OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OTHERWISE ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

To the maximum extent permitted by law, Contenders will not be liable under any circumstances for any indirect, incidental, consequential, or other non-direct damages of any kind or for any special, additional or similar damages.

No guarantee or promise of future services

The Contenders team intend to continually develop TNL Boxers collection, and TNL Pro Bag collection and to grow the communities associated with these products. Our Roadmap (within the Whitepaper) and Whitepaper outline these and other goals we aim to accomplish.

While we fully intend to accomplish those goals, we cannot make any guarantee of further developments. By minting, managing or owning a TNL Boxer, TNL Pro Bag, or by acquiring or dealing in ASTO or USDC, participating in the mint or using any associated smart contracts, you agree that you are not relying on any future commitments from Contenders.

Availability and updates to these Terms

A copy of these Terms is available to you at the URL thenextlegends.xyz/terms and constitute part of this Agreement. Any amendments or modifications to these terms will be made at this URL. Where permitted by law, such amendments and modifications to these Terms shall also constitute part of these Terms.

Further, you agree to the following:

The Collectibles and the NFTs representing them are not meant to be an investment. We make no claim or guarantee that your NFT will be worth anything in the future. You understand that they should be treated solely as collectibles.

ASTO are not meant to be an investment. We make no claim or guarantee that your ASTO will be worth anything in the future.

You are entirely responsible for any tax liability which may arise from minting, managing or reselling NFTs acquired via this website, or acquiring or selling ASTO.

The Collectibles are not targeted towards children. You agree that you are over the age of 18, or above the legal age of your jurisdiction, whichever is greater.

You have read and accepted the Whitepaper and our Risk Disclosure below. You agree that for purposes of any legal dispute, you will be subject to the jurisdiction of New Zealand and that any legal proceeding will be brought in New Zealand. Any dispute will be settled by negotiation by first emailing: [notices@alteredstatemachine.xyz]. If no agreement is reached within 2 months, then the dispute will be resolved by mediation overseen by a New Zealand based mediator chosen by the parties to the dispute. Any dispute that is not resolved by mediation within 6 months of the dispute, will be resolved through the New Zealand courts.

The Terms are governed by New Zealand law.

RISK DISCLOSURE

This is an inexhaustive list of risks associated with ASM, ASTO, Contenders and any associated smart contracts. Capitalised terms not defined in this Risk Disclosure have the meaning given to them in the Terms & Conditions above.

  1. Contenders is not a registered broker, analyst or investment advisor. Everything that ASM provides is purely for guidance and informational purposes. ASTO tokens are for purchase as entry into an experimental proof-of-concept eco-system as defined within the Whitepaper. The Terms & Conditions and all information relating to ASM, ASTO, Contenders and any associated smart contracts should be independently verified and confirmed. Contenders does not accept any liability for any loss or damage whatsoever caused in reliance upon such information or services.
  2. All forms of participation in cryptocurrencies involve a substantial risk of loss and it may not be appropriate to you. By acquiring ASTO or using any associated smart contracts you are exposed to substantial risk, which you accept. There is also no guarantee that Contenders or your own goals or objectives will be achieved. The development or deployment of ASTO may fail, be abandoned or be delayed for a number of reasons, including lack of funding, lack of commercial success or prospects, or lack of use by advertisers, publishers, and/or users.
  3. ASTO is not collateralised and has no intrinsic value. You should be aware that you may not recover the consideration you have spent to acquire ASTO. Please be aware of the risks involved with any digital currency, including ASTO. Do not participate with money that you cannot afford to lose. When in doubt, you should consult a qualified financial advisor before making any related financial decisions. Only participate with risk capital; that is, participate with money that, if lost, will not adversely impact your lifestyle and your ability to meet your financial obligations.
  4. Contenders plans on implementing security measures; however, Contenders cannot predict the success of any security precautions. Contenders may lose access to its private keys or be subject to data breach or data loss.
  5. The full functionality of ASTO is not yet complete, and no assurance can be provided of such completion. The functionality of ASTO is complex, will require enhancements and product support over time, and full functionality may take longer than expected.
  6. Neither Contenders, nor any related third party, provides any guarantee as to the accuracy, completeness, or suitability of the information and materials found in the Terms & Conditions or the Whitepaper or otherwise in relation to ASM, ASTO, Contenders and any associated smart contracts.
  7. You acknowledge and agree to the following potential risk factors which may halt all operations of ASM and/or ASTO:
    1. Cryptocurrencies are the subject of regulatory scrutiny by government authorities and other regulatory bodies worldwide, and ASM and/or ASTO could be adversely affected by one or more enquiries or actions.
    2. Expectations regarding the form and functionality of ASTO which a person holds (whether due to the Whitepaper or otherwise), may not be met upon release of ASTO for any number of reasons, including a change in the design and implementation plans, or delays or differences upon execution.
    3. Blockchain technology is still in a relatively early stage of development and is not completely proven. Any malfunction, flaws, breakdown or abandonment of the Ethereum blockchain may have a material adverse effect on ASTO.
    4. Advances in code cracking, or technical advances such as the development of quantum computing, may present risks to cryptocurrencies and Contenders, which could result in the theft or loss of ASTO.
    5. Human Error: ASTO or other cryptocurrency transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on the relevant blockchain. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of ASTO or cryptocurrencies or a theft of ASTO or cryptocurrencies generally will not be reversible, and there may be no compensation for any such transfer or theft. Such loss could adversely affect the value of ASTO. You accept all risks associated.
    6. ASTO is not an investment product; it is a utility and governance token for Contenders's speculative ecosystem.
    7. Any content in the Whitepaper or the Website should not be relied upon as advice or construed as providing recommendations of any kind.
    8. Past results are no indication of future performance. In no event should the content of the Terms & Conditions or the Whitepaper be construed as an expressed or implied promise or guarantee.
  8. Contenders is not responsible for any losses incurred as a result of receiving, trading or otherwise using ASTO or associated smart contracts.
  9. No guarantee of any kind is implied or possible where projections of future conditions are attempted.
  10. None of the content published here constitutes a recommendation that any particular cryptocurrency, portfolio of cryptocurrencies, transaction or investment strategy is suitable for any specific person. None of the information provided is intended to advise you personally concerning the nature, potential, value or suitability of any particular cryptocurrency, portfolio of cryptocurrencies, transaction, investment strategy or other matter.
  11. Market disruptions such as those that occurred during October of 1987 and on September 11, 2001, could have a global material effect on general conditions and market liquidity which could result in substantial losses and potential dissolution of Contenders.
  12. NOTHING UNDER THE TERMS & CONDITIONS OR HERE IS OR SHOULD BE CONSTRUED AS FINANCIAL, LEGAL OR TAX ADVICE TO YOU. YOU ARE STRONGLY URGED TO CONSULT YOUR ADVISORS BEFORE ACQUIRING ASTO OR USING ANY ASSOCIATED SMART CONTRACTS. UNDER THESE TERMS, CONTENDERS AND ASTO MAY FUNDAMENTALLY CHANGE AS CIRCUMSTANCES DEVELOP AND AS CONTENDERS ADJUSTS.
  13. ASTO may only be purchased in jurisdictions in which their marketing, legality, holding, and distribution are authorised, and any violation of the laws of that jurisdiction, in any way, is your responsibility. Any smart contracts may only be used in jurisdictions in which their marketing, legality, holding, and distribution are authorised, and any violation of the laws of that jurisdiction, in any way, is your responsibility.
  14. You will have no right or power to take part in the management, direction or economic benefits of Contenders.
  15. We highly recommend the use of a financial, legal and technology expert to support you in making decisions relating to cryptocurrencies and smart contracts. Do not participate on your own or without adequately researching your region's regulations and restrictions. All cryptocurrencies, ASTO included, are highly speculative and risky; they should not be considered in any other way. All technologies using smart contracts, are highly speculative and risky; they should not be considered in any other way. By acquiring ASTO or using associated smart contracts, you acknowledge and assume the following further risks:
    1. Risks associated with the Ethereum protocol: The smart contract system concept and the underlying software application and software platform (i.e., the Ethereum blockchain) are still in an early development stage and unproven. Any malfunction, breakdown or abandonment of such software may have a material adverse effect on ASTO. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, or the discovery of flaws in employed cryptographic methods or their implementation(s), could present risks to ASTO or associated smart contracts by rendering ineffective the integrity and/or cryptographic consensus mechanism that underpins the Ethereum protocol or the ASM Protocol.
    2. Risk of mining attacks: As with any cryptocurrencies or smart contracts based on the Ethereum protocol, ASTO or associated smart contracts are susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining" attacks, and race condition attacks. Any successful attack presents a risk to ASTO, ASM, its ability to develop and provide the ASM Protocol and accompanying services, and a risk to smart contracts, including accurate execution and recording the transaction involving ASTO or other cryptocurrencies.
    3. Risk of hacking and security weaknesses: Hackers or other malicious groups or organizations may attempt to interfere with ASTO, the Website or associated smart contracts, in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Hackers or other malicious groups or organizations may attempt to steal ASTO, AIFA, All-Stars, and Brains.
    4. Risks associated with markets for ASTO: The secondary trading of ASTO is facilitated by third-party exchanges or smart contracts. Such exchanges or smart contracts may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties ascribe an external exchange value to ASTO (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero for some or all times.
    5. Risks associated with uncertain regulations and enforcement actions: The regulatory status of ASTO, associated smart contracts and distributed ledger technology are unclear or unsettled in many jurisdictions. It is impossible to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including ASTO. It is likewise impossible to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including ASTO or associated smart contracts. Regulatory actions could negatively impact ASTO or associated smart contracts in various ways, including, for purposes of illustration only, through a determination that ASTO or associated smart contracts are a regulated financial instrument or financial service that require registration or licensing specific to ASTO or associated smart contracts. As such, ASM may be forced to take remedial actions that could materially impact the value or usefulness of ASTO or associated smart contracts generally.
    6. Risk of alternative services: It is possible that alternative services could be established that are materially similar to the technology and services provided on the ASM Protocol. Alternative services may compete with ASM, which could negatively impact the value of ASTO and the ASM Protocol.
    7. Risks associated with the development of the ASM Protocol: The ASM Protocol, and accompanying services provided by ASM or its affiliates are still under development and may undergo significant changes over time. Although ASM intends for the above services to function as described in the Terms & Conditions and the Whitepaper and intends to take commercially reasonable steps toward those ends, ASM or its affiliates may have to make changes to the specifications of the ASM Protocol and the services for any number of legitimate reasons. This could create the risk that the services, as further developed and maintained, may be altered as compared the description provided in the Whitepaper.
    8. Risks associated with Intellectual Property Rights Claims: Intellectual property rights claims may adversely affect the operation of ASM and provision of its services. Third parties may assert intellectual property claims relating to the holding and transfer of cryptocurrencies and their source code or relating to the provision of the associated digital services. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in ASM's long-term viability or the ability of ASM Protocol participants to hold and transfer ASTO, may adversely affect the value of ASTO. Additionally, meritorious intellectual property claim could prevent ASM and other users from accessing ASM's services or holding or transferring ASTO.
    9. Unanticipated risks: The underlying technologies of ASTO and smart contracts are a new technology. In addition to the risks included here, there are other risks associated with ASTO or associated smart contracts, including those that ASM cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed here.