As used in these terms, “Univerxe Land” means a non-fungible, unique token (NFT) on the Aptos blockchain that, as of its genesis issuance, contains a link to a unique image (“Art”). Each owner of an Univerxe Land (“Owner”) has the non-exclusive right to use, copy and display the Art linked to his/her Univerxe Land to the extent that such use, copy, or display results from the operation of the smart contract related to the Univerxe Land and only for so long as the Owner owns the Univerxe Land (as recorded on the relevant blockchain), in each case, solely for his/her own personal, non-commercial use (e.g., home display, display in a virtual gallery), including to create a reasonable number of back-up copies and a physical print out. This right is personal and cannot be transferred (other than in connection with a sale or transfer of the Univerxe Land) or sub-licensed. For the avoidance of doubt, this right does not include any right or license to use, copy, display or otherwise exploit the Art for any non-personal or commercial purposes, or to create any derivative works of the Art.
This Land License Agreement (this “Agreement”) is a legally binding agreement by and between Univerxe Game Inc, Inc. (“Univerxe Game Inc” or “us”), a Delaware corporation, and any owner of any Land (defined below) (“you” or “Purchaser”). Univerxe Game Inc and each Purchaser may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”. This Agreement governs the rights and obligations with respect to a Land. By purchasing or otherwise owning a Land, you acknowledge that you have carefully read and agree to the terms of this Agreement.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THIS AGREEMENT, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND Univerxe Game Inc THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 16 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 15 (GOVERNING LAW AND FORUM CHOICE) OR RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.
(a) When Purchaser acquires a Land, Purchaser owns all personal property rights to that Land (e.g., the right to freely sell, transfer, or otherwise dispose of that Land); however, such rights expressly do not include the ownership of the intellectual property rights in the Art. Such rights are licensed pursuant to Section 4 below and those terms govern. In accordance with the foregoing, at no point may we seize, freeze, or otherwise modify the ownership of any Land.
(b) Purchaser may freely sell or otherwise transfer its Land consistent with Purchaser’s rights in such Land as defined in this Agreement (e.g., posting a sales listing on an NFT Marketplace, by Direct Sale, or otherwise) (a “Permitted Transfer”), so long as the Transferee (as defined below) is not (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or (ii) listed on any U.S. Government list of prohibited or restricted parties (a “Prohibited Transferee”). Purchaser represents and warrants that it is not and will not transfer a Land to a Prohibited Transferee.
(a) Non-Commercial License to the Art. Subject to your compliance with this Agreement, Univerxe Game Inc hereby grants to you, for so long as you own a Land (as recorded on the relevant blockchain), a non-exclusive, worldwide, royalty-free, revocable license, with no right to sublicense, to use, copy, and display the Art linked to your purchased Land solely for the following purposes: (i) for your own personal, non-commercial use (e.g., home display, display in a virtual gallery, or as a social media avatar), including to create a reasonable number of back-up copies and a physical print out, each to be retained only for so long as you own the associated Land; and (ii) as part of a Univerxe Game Inc’ or third party’s website or application that permits the inclusion, involvement, or participation of your Land, provided that the website/application cryptographically verifies that only the actual owner can display the Art, and the Art is no longer visible once the owner of the Land leaves the website/application.
(b) Full Commercial License to the Art. In addition, subject to your compliance with this Agreement, Univerxe Game Inc hereby grants to you, for so long as you own a Land (as recorded on the relevant blockchain), an exclusive, royalty-free, worldwide, revocable license, with the right to sublicense, to use, copy, distribute, create derivative works of (subject to the below), and display the Art linked to your purchased Land for Commercial Purposes. “Commercial Purposes” means the use of the Art for all lawful commercial purposes, whether known now or created in the future. Such purposes may include merchandising, inclusion in physical or digital media, or display in “metaverses” or other interactive digital environments. You will have the right to retain all revenue that you generate through your exercise of your rights under this Section.
(c) Derivative Works. Your rights also include the right to create derivative works of the Art to depict the character depicted in the Land that you own in goods or media by, for example, showing their full body or back, or reformatting the relevant Art for a particular medium. You may also modify the Art to create minor variations in the appearance or clothing, but such rights do not include the right to create characters substantially or confusingly similar to Lands that you do not own.
(d) Enforcement. You will have the non-exclusive right, but not the obligation, to bring an action to enforce any infringement of any rights you hold in the Art linked to your Land as set forth in Sections 4(a)-(c). We will have no obligation to support any such action. We may also choose to bring such an action in our sole discretion.
(e) Protection. You will have the right to procure registration or other intellectual property protection in the works that you create in exercising your license to the Art linked to your Land in a manner that complies with the terms of this Agreement, including that Univerxe Game Inc retains ownership of the underlying Art. However, you must and hereby do agree to transfer any such registration or other protection in connection with a Permitted Transfer of your Land, unless you expressly agree otherwise in writing with the Transferee.
(f) Name and Trademarks. As provided in Section 5(c), no trademark rights are granted to you by Univerxe Game Inc. However, you may acquire trademark rights yourself in your Land (which, for avoidance of doubt, do not include rights to the “Land” trademark) through the exercise of your license rights above in accordance with, and subject to, applicable law. Any trademark rights that you acquire, and the associated goodwill, will transfer in connection with a Permitted Transfer of your Land unless you expressly agree otherwise in writing with the Transferee.
(g) Transfer. The licenses in Section 4 are non-transferrable, except that they will automatically transfer in connection with a Permitted Transfer of your Land.
(a) General. All rights in and to the Art not expressly provided for in this Agreement are hereby reserved by Univerxe Game Inc. The Art is licensed, not sold. Univerxe Game Inc owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Art.
(b) Limitations. Without limitation of Section 5(a) above, the license in Section 4(b) does not include: (i) the right to use the Art to create non-fungible tokens or other digital items accounted for on a distributed ledger; (ii) the right to create derivative works of the Art, except as expressly provided herein; or (iii) the right to use the Land or the Art to create, or as the basis of, any token or digital items accounted for or recorded on a distributed ledger, including, but not limited to, any token or digital items accounted for or recorded on a distributed ledger that represent (A) an ownership interest in the Land, or (B) any right that is convertible for, exchangeable into, or exercisable for, any right, title or interest in or to the Land or the Art.
(c) No Rights to Trademarks. For avoidance of doubt, the licenses in Section 4 do not include the right to use any Univerxe Game Inc’ trademarks (e.g., Land, Univerxe and Univerxe Game Inc). No trademark or other rights based on designation of source or origin are licensed to you. Notwithstanding the foregoing, to the extent you acquire any rights to any Univerxe Game Inc’ trademarks, in consideration for the licenses granted pursuant to Section 4(b), you hereby assign to Univerxe Game Inc all rights, title, and interest in and to such trademarks, together with all associated goodwill.
(d) Disputes Among Owners. Univerxe Game Inc has no obligation to support the resolution of or to resolve any dispute that may arise between or among Land owners.
(e) Clarifications. Univerxe Game Inc reserves the right, but has no obligation, to clarify the terms of this Agreement in relation to novel or unforeseen circumstances in its sole and exclusive discretion. If Univerxe Game Inc issues or provides any clarification about the terms of this Agreement, such clarification will be binding on the Purchaser, and Purchaser hereby waives any right that Purchaser may have to dispute it in any manner.
Univerxe Game Inc WILL NOT BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS IN CONNECTION WITH ANY Land AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO PURCHASER FOR, ANY USE OF OR INABILITY TO USE ANY Land, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE, NODE SERVER ERROR OR FAILURE, OR DATA LOSS OR CORRUPTION; (III) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS; (IV) UNAUTHORIZED ACCESS TO ANY Land; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.
EACH Land IS AN INTANGIBLE DIGITAL ASSET THAT EXISTS ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE Aptos BLOCKCHAIN. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE Aptos BLOCKCHAIN, WHICH Univerxe Game Inc DOES NOT CONTROL. Univerxe Game Inc DOES NOT GUARANTEE THAT Univerxe Game Inc CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY Land. PURCHASER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, Univerxe Game Inc MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
(a) The disclaimers in Section 9 above;
(b) Purchaser is solely responsible for determining what, if any, taxes apply to Purchaser’s purchase, sale, or transfer of rights in each Land. Univerxe Game Inc is not responsible for determining or paying the taxes that apply to such transactions.
(c) Each Land is a digital asset recorded and transferable on the Aptos blockchain. Any transfer of digital assets occurs through automated processes within the Aptos blockchain, possibly with support from an NFT Marketplace or other third-party services, all of which are not controlled in any capacity by Univerxe Game Inc. Transactions relating to Lands may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions relating to the Lands shall be deemed to be made when recorded on the Aptos blockchain ledger, which is not necessarily the date or time that Purchaser initiated the transaction.
(d) There are risks associated with using an Internet based digital asset, including but not limited to, the risk of hardware, software, and Internet connection and service issues, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. Univerxe Game Inc will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when effecting transactions relating to any Land, however caused.
(e) Transactions involving Lands may rely on third-party or decentralized platforms or systems. We do not maintain, control, or assume any obligations with respect to such platforms or systems. Univerxe Game Inc does not store your password, passkey, private key or other credentials needed to access the Lands, and will not be able to recover such items if you should lose them. Purchaser should keep a copy of Purchaser’s password, passkey or private key in a secure location.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO INDEMNIFIED PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY Land OR ACCESS THE ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Univerxe Game Inc OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF ALL INDEMNIFIED PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE LandS OR ACCESS THE ART, OR ANY OF THE RIGHTS AND LICENSES GRANTED HEREIN, EXCEED ONE HUNDRED U.S. DOLLARS ($100).
(c) BY PURCHASING OR OWNING A Land, PURCHASER ACKNOWLEDGES THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Univerxe Game Inc AND PURCHASER.
(a) Informal Dispute Resolution. Without limitation of Univerxe Game Inc’ rights in Section 12, the Parties must first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Land (collectively, “Disputes”) informally. Accordingly, neither Party may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, Purchaser must deliver a written notice of any Dispute via first-class mail to Univerxe Game Inc at: Univerxe Game Inc, 1450 S Dixie Hwy Ste 105 1075, Coral Gables, FL 33146.
(b) Mandatory Arbitration of Disputes. The Parties agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. The Parties agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that each Party is waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.
(c) Exceptions. As limited exception to Section 16(b) above: (i) the Parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) each Party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(d) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A Party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other Party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, with provision to be made for remote appearances to the maximum extent permitted by the AAA rules, unless we both agree to a different location. The Parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(e) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and Univerxe Game Inc won’t seek to recover the administration and arbitrator fees Univerxe Game Inc is responsible for paying, unless the arbitrator finds your Dispute is frivolous. If Univerxe Game Inc prevails in arbitration, Univerxe Game Inc will pay all of its attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(f) Injunctive and Declaratory Relief. Except as provided in Section 16(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or Univerxe Game Inc prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The Parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(g) Class Action Waiver. YOU AND Univerxe Game Inc AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(h) Severability. With the exception of any of the provisions in Section 16(g) of this Agreement (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.