Last updated: April 12th, 2023
This License Agreement (the "License") is a legally binding agreement entered into between Us and You. When you acquire an Isekai Meta NFT, you own all personal property rights to the token underlying the Isekai Meta NFT (including the right to freely sell, transfer, or otherwise dispose of that Isekai Meta NFT), but you do not own the associated artwork, brand, or other intellectual property associated with that Isekai Meta NFT, except for the specific licensed rights set forth below.
Affiliate: refers to any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Company.
Commercial Use: means any activity that is performed with the intent to generate revenue, such as sale or transfer of items (including NFTs) on any marketplace, creating and selling merchandise, or creating a comic book or video game.
Competitor: means any person or legal entity that manufactures markets, promotes, sells, distributes, or offers for sale or distribution any product or service that competes with any of Our products or services.
De-Branded Original Version: means a version of the Isekai Meta-Owned Content for the applicable NFT which has been modified only to the minimal extent necessary to remove any Isekai Meta Branding (including, for avoidance of doubt, any Isekai Meta Branding appearing on any Isekai Meta Trait).
De-Branded Modified Licensed Version: means a De-Branded Original Version that has been further modified; provided that any such further modifications do not include any modifications of any Isekai Meta traits (other than the removal of any Isekai Meta branding). For avoidance of doubt, a De-Branded Modified Licensed Version may completely remove an Isekai Meta trait and substitute an entirely different feature or characteristic, but it may not contain any feature or characteristic that would constitute a derivative work of any Isekai Meta trait.
Sekai Labs: “Us,” “We,” or “Our” means Sekai Labs, and its Affiliates.
NFT: means any blockchain-tracked non-fungible token, including those complying with the ERC-721A, ERC-721, ERC-1155, or other non-fungible token standards.
Isekai Meta NFT: means any Isekai Meta branded or themed NFT created by or on behalf of Sekai Labs. Isekai Meta NFT Art: means the artwork, image, or works of authorship associated with a specific Isekai Meta NFT.
Isekai Meta Trademarks: means any and all logos, trademarks, service marks, and trade dress associated with the Isekai Meta project, the Isekai Meta NFTs, and Sekai Labs, including “Isekai Meta” or any other names related to characters or products or services developed by Us.
“Permitted Sublicensee” has the meaning assigned to it in section 4.
Website: refers to the Isekai Meta platform https://isekaimeta.com/.
“You” or “Your” means a lawful owner of an Isekai Meta NFT.
Capitalized terms that You see have the meanings set forth in this clause 1.
Unless otherwise specified, references to clauses and schedules are to the clauses of or schedules to this agreement and a reference in a schedule to a paragraph is to a paragraph of that schedule. TILL (If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail to the extent of the inconsistency).
2. License Grant
2.1 -Isekai Meta NFT Art license. For as long as You lawfully own Your Isekai Meta NFT, and subject to Your compliance with Our Terms of Sale and this Agreement, We hereby grant You the following rights:
(a) a limited non-exclusive, worldwide, royalty-free, license to use, reproduce, display, modify, and create derivative works of the Isekai Meta NFT Art for Your Isekai Meta NFT for personal use (such as to display in Your wallet, as a profile picture, to create a pixel-art version for use in a third party platform) (The client can specify the non-commercial purposes);
(b) a non-exclusive, worldwide, royalty-free, sub-licensable (as indicated in section 2.4) license to use, copy, reproduce, and display the Isekai Meta NFT Art for Your Isekai Meta NFT for any Commercial Use.
2.2 -De-Branded Product. Subject to your compliance with this Agreement, for as long as you own an Isekai Meta NFT and continue to satisfy any eligibility requirements, We grant the right to:
(a) modify the Related Content solely to create a De-Branded Original Version;
(b) further modify the De-Branded Original Version to create one or more De-Branded Modified Licensed Versions;
(c) make a reasonable number of copies to exercise the license rights in Sections 3(a) and 3(b), above; and
(d) copy, display, perform and distribute, the De-Branded Original Version and the DeBranded Modified Licensed Versions for the Permitted Commercial Purposes (as defined below).
For the avoidance of doubt, you have no right to, and you will not authorize, permit or assist any third-party to, use any Isekai Meta branding or any name, logo or other trademark of Isekai Meta or any Affiliate of Isekai Meta for any Permitted Commercial Purpose, or otherwise do or say anything to indicate or imply that Isekai Meta or any of its Affiliates sponsors, promotes or endorses any product, service or media or provides any representations or warranties with respect to any product, service or media.
Additionally, you will notify Isekai Meta if you cease to satisfy any eligibility requirements at any time during which you continue to have or exercise any license rights.
2.3 -Ownership of De-Branded Modified Licensed Versions.For any De-Branded Modified Licensed Versions, you will own the copyright in any newly and independently created works of authorship created by You as part of any De-Branded Modified Licensed Versions, subject to our ownership of the Isekai Meta Owned Content and any other underlying work or elements and any copyright or other intellectual property right therein. You agree that any De-Branded Modified Licensed Version is a derivative work of the Isekai Meta-Owned Content and that You have no right to copy, display, perform, modify, create derivative works of (except as otherwise mentioned in section 3 below), transmit, distribute or otherwise exploit or use any De-Branded Modified Licensed Version except as expressly authorized in this Agreement. You will not have, and you will not assert or seek to register or obtain any trademark or, except for any copyright you may own pursuant to the first sentence of this Section 2.3, any other intellectual or proprietary right in any De-Branded Modified Licensed Version.
2.4 -Permitted Commercial Purpose. “Permitted Commercial Purpose”includes use in or on any physical or digital product, service or media; provided that Permitted Commercial Purpose does not include, any third-party use. You will not authorize, permit, or assist any third party to use any De-Branded Original Version or De-Branded Modified Licensed Version on, in, or as part of, or to promote or market the manufacture, sale, distribution, use or other exploitation of, or otherwise in connection with any of the following:
(a) any physical or digital footwear or apparel;
(b) any physical or digital product or service or media that is promoted, marketed, offered, sold, or provided by any Competitor, or under, in connection with or in collaboration with any Competitor or any trademark, trade name, brand, logo, name or other indication of origin of any Competitor;
(c) any physical or digital firearm or weapon;
(d) any physical or digital tobacco product, pharmaceutical product or regulated drug, or product, substance, or material containing any tobacco product or regulated drug (excluding alcohol);
(e) any counterfeit physical or digital product;
(f) any illegal product or service;
(g) any product, service, or media that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory, or otherwise objectionable or inappropriate as determined by Us at Our sole discretion;
(h) any NFT or Digital Collectible that would use or incorporate any De-Branded Original Version; or
(i) any NFT or Digital Collectible that would use or incorporate any De-Branded Modified Licensed Version unless (i) you have made substantive and material artistic contributions to the De-Branded Modified Licensed Version such that it is clearly distinguishable from the De-Branded Original Version, (ii) the license rights granted with respect to the Digital Collectible permit the Related Content for that Digital Collectible only to be displayed or performed for personal, non-commercial use of the NFT owner.
From time to time, We may collaborate with third parties to create Isekai Meta NFTs which include artwork, images, works of authorship, logos, trademarks, service marks, or trade dress owned by a third party (“Third Party Content”). The license in this paragraph does not extend to any Isekai Meta NFT or Isekai Meta NFT Art that contains Third Party Content, and You may not use, copy, reproduce, display, create derivative works of, or create new NFTs based on such Third Party Content, or any portion thereof, for any Commercial Use, unless We or the applicable third parties expressly provide Our consent in writing or by public announcement.
2.5 -Clause 2.1 set forth all of Your licenses.There are no other license rights, whether express or implied, with respect to any of the NFT related content, modified content, or any De-Branded derivative works thereof. Without limiting the foregoing, the licenses granted herein do not grant You the right to, and You will not, and You will not authorize, permit or assist any third party to:
(a) without limiting any Commercial Use rights, as provided in clause 2.1(b), exercise any of the license rights granted herein in any way that results in direct or indirect, compensation, financial benefit, or commercial gain of any kind to You or any third party, whether currently realized or to be provided in the future and regardless of the nature thereof (whether monetary, conveyance of assets, in-kind products or services or other item or service of value);
(b) delete, remove, or obscure any trademark notice, copyright notice, or other intellectual property notice in any of Our content;
(c) use any of Our content or Isekai Meta NFT in any manner not expressly authorized herein or exercise any license rights herein in any manner that violates applicable law or in a way that constitutes unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, illegal or obscene activity, or that promotes any such activity as determined by Us at Our discretion;
(d) reverse engineer, decompile or attempt to discover the source code for any NFT or Related Content except to the extent that applicable law permits You to do so notwithstanding this prohibition.
3. Modifications and Derivative Works
3.1 - We recognize that You might want to create modifications and derivative works of Your Isekai Meta NFT Art, and We allow You to do so under the scope of the licenses granted above. However, You acknowledge and agree that Sekai Labs may also modify, create derivative works of, and update any Isekai Meta NFT Art and may create works of authorship similar or identical to Your own adaptations, derivative works, and modifications of any Isekai Meta NFT Art.
Accordingly, on behalf of yourself and Your heirs, successors, and assigns, You irrevocably covenant and agree not to assert or bring any suit, claim, demand, or challenge against Sekai Labs or its Affiliates or licensees in connection with their use of any Isekai Meta NFT Art or any adaptations, derivative works, and modifications thereto, even if such artwork or content is similar to or the same as any adaptations, derivative works, or modifications in any Isekai Meta NFT Art that have been created by You.
4.1 - You may sublicense any right licensed to You solely for the purposes permitted under this License and solely to a Permitted Sublicensee.
A “Permitted Sublicensee” is a third party that is: (a) an entity with less than 1,500 employees and less than $40 million in annual revenue, or, if either of these are not the case, has been approved in writing by Us, (b) is not a Competitor, and (c) has entered in to a written sublicense agreement with You that contains at least the following terms:
(i) a prohibition on further sublicensing;
(ii) disclaimers of any and all representations and warranties on behalf of Us and Our Affiliates;
(iii) limitations of liability and disclaimers of damages that are at least as protective of Us and all Our Affiliates as those set forth in this License;
(iv) indemnification by Permitted Sublicensee of Us and all Our Affiliates at least as protective as the indemnification set forth in this License; and
(v) other terms at least as protective of Us as this License.
4.2 - The sublicense agreement referred to in section 4.1 above will additionally provide that all sublicense rights will immediately terminate concurrently with termination of your license rights under this License (including without limitation upon transfer by You of the NFT) except that termination of any sublicense rights will not require:
(i) discontinuation of usage by any Permitted Sublicensee with respect to products already manufactured, sold or distributed;
(ii) discontinuation of usage by any Permitted Sublicensee in connection with any services already sold for the remainder of the period during which the obligation to provide the service is owed (without any renewals);
(iii) discontinuation of usage by any Permitted Sublicensee in connection with any media to the extent that the media has already been published and for the duration of the applicable license period (without any renewals); or
(iv) for any NFTs or Digital Collectibles, discontinuation of any usage by any owner of the NFT as permitted in this License in connection with any NFTs or Digital Collectibles already sold.
4.3 - In the event of any sublicense, You will provide Us with a copy of any such agreement upon Our request. You will ensure that each Permitted Sublicensee complies with this License, and You will remain fully responsible and liable for all purposes under this License for any breach of this License by any Permitted Sublicensee, or any act or omission of any Permitted Sublicensee, as if such breach, act or omission had been done by You. Additionally, you will notify Us if any Permitted Sublicensee ceases to qualify as a Permitted Sublicensee at any time during which the Permitted Sublicensee continues to have or exercise any sublicense rights.
5.1 - You understand that We, Our Affiliates and licensors will continue to further modify and develop on any Isekai Meta-Owned Content and may create works of authorship similar or identical to any De-Branded Modified Licensed Version created by You. On behalf of Yourself and Your heirs, successors, and assigns, You irrevocably and perpetually covenant and agree not to file or assert before any court or other government tribunal or authority, any claim, counterclaim, demand, action, suit, or other proceeding alleging or asserting direct or indirect infringement or misappropriation of any copyright or other intellectual property right that You may have in any De-Branded Modified Version or any other derivative works that you may create of any Isekai Meta-Owned Content against (a) any of Isekai Meta, any of its licensors, any Affiliate of Isekai Meta or any of its licensors or any of their respective shareholders, directors, officers, employees, contractors, representatives, agents, licensees, distributors, resellers, or business partners, (b) any customers of any of the foregoing, or (c) any successor or assign of any of the foregoing.
6. Intellectual Property Rights
6.1 - No Rights to Trademarks. Nothing in this Agreement will be interpreted to grant You any rights to any Isekai Meta Trademarks belonging to Sekai Labs. Without Our written permission, You may not use any Isekai Meta Trademarks for any Commercial Use, including registering any domain names or social media accounts using any Isekai Meta Trademarks. This includes any Isekai Meta Trademarks that may be displayed or contained in any Isekai Meta NFT Art for Your Isekai Meta NFT (and You will need to modify the Isekai Meta NFT Art to remove or obfuscate such Isekai Meta Trademarks before making any Commercial Use of such Isekai Meta NFT Art). You may not remove, delete or obscure any trademark notice, copyright notice, or other intellectual property notice in any Isekai Meta NFT or Isekai Meta NFT Art.
6.2 - Reservation of Rights. All rights in and to the Isekai Meta NFT Art and any other intellectual property of Sekai Labs not expressly licensed herein are hereby reserved by Sekai Labs. You do not acquire any ownership interest in Sekai Labs under this Agreement. All goodwill arising from any use of the Isekai Meta Trademarks will inure solely to Sekai Labs and its Affiliates.
7. Disclaimers, Limitations of Liability, and Indemnification
7.1 - Disclaimers. Your access to and use of the Isekai Meta NFT and Isekai Meta NFT Art is at Your own risk. You understand and agree that the Isekai Meta NFTs and Isekai Meta NFT Art are provided to You on an “as is” and “as available” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Sekai Labs, its parents, Affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (the “Sekai Labs Entities”) disclaim all warranties and conditions, whether express or implied, of merchantability, fitness for a particular purpose or non-infringement. The Sekai Labs Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, originality, security or reliability of the Isekai Meta NFTs and Isekai Meta NFT Art; (b) the operation or compatibility with any other application or any particular system, device, blockchain, digital wallet, hardware or marketplace; and (c) whether the Isekai Meta NFTs and Isekai Meta NFT art will meet Your requirements or be available on an uninterrupted, secure or error-free basis; and (d) the deletion of, or the failure to store or transmit the Isekai Meta NFTs and Isekai Meta NFT Art. The Isekai Meta NFTs are intended for consumer enjoyment, use, and consumption only.
7.2 - Limitations of Liability. To the extent not prohibited by law, You agree that in no event will the Sekai Labs entities be liable (a) for any indirect, special, exemplary, incidental, consequential, or punitive damages (including, but not limited to, procurement of substitute goods or services, loss of use, data or profits, business interruption or any other damages or losses, arising out of or related to Your use or inability to use the services), however, caused and under any theory of liability, whether under this Agreement or otherwise arising in any way in connection with the services or this Agreement and whether in contract, strict liability or tort (including negligence or otherwise) even if the Sekai Labs entities have been advised of the possibility of such damage, or (b) for any other claim, demand or damages whatsoever resulting from or arising out of or in connection with this Agreement or the delivery, use or performance of the services.
7.3 - Indemnification. By entering into this Agreement and accessing or using the Isekai Meta NFTs or Isekai Meta NFT Art, You agree that You shall defend, indemnify and hold the Sekai Labs Entities harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) incurred by the Sekai Labs Entities arising out of or in connection with: (i) Your violation or breach of any term of this Agreement or any applicable law or regulation; (ii) Your violation of any rights of any third party; (iii) Your access to or use of the Isekai Meta NFT or Isekai Meta NFT Art; (iv) any modifications to or derivative works of the Isekai Meta NFT Art You create, or (v) any fraud, negligence or willful misconduct committed by You.
8. Additional Provisions
8.1 - Additional Features. Sekai Labs may choose to make additional features, access, content, items, or other benefits available to owners of Isekai Meta NFTs (“Additional Features”). Sekai Labs has no duty or obligation to provide You with any Additional Features, and You should not expect any Additional Features when acquiring an Isekai Meta NFT. Additional Features may be subject to additional terms and conditions, which may be presented to You at the time they are made available. This Agreement allows Us to add more features to Your Isekai Meta NFT but doesn't create an obligation for Us to do so.
8.2 - Updating this Agreement. We may modify this Agreement from time to time. If We make changes that are material, We will use reasonable efforts to attempt to notify You, such as by placing a prominent notice on the first page of Our Website. However, it is Your sole responsibility to review this Agreement from time to time to view any such changes. Your continued access or use of the Isekai Meta NFTs or Isekai Meta NFT Art after the Agreement has been updated will be deemed Your acceptance of the modified Agreement.
8.3 - Termination of Agreement. If You breach any of the provisions of this Agreement, all licenses granted by Sekai Labs will terminate automatically, without any requirement of notice. Upon the termination of Your licenses, You shall cease all marketing, distribution, or sale of goods, services, and media that feature the Isekai Meta NFT Art and shall cease all further use of the Isekai Meta NFT Art. All provisions which by their nature should survive the termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding any termination of this agreement by Sekai Labs or You. Termination will not limit any of Sekai Labs other rights or remedies at law or in equity.
9.1 - If ANY provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
9.2 - This Agreement and the licenses granted hereunder may be freely assigned by Sekai Labs but may not be assigned by You without the prior express written consent of Sekai Labs. Any purported assignment in violation of this Agreement will be null and void.
9.3 - No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. You represent and warrant that You have the legal capacity to agree to this Agreement.
9.4 - This Agreement does not, and may not be construed to, create any partnership, joint venture or agency between You and Sekai Labs.
10. Entire Agreement
The entire agreement between You and Sekai Labs with respect to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between You and Sekai Labs relating to the commercial use of any Sekai Labs content.
11. Governing Law and Jurisdiction
This Agreement is governed by the laws of England and Wales, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be Dubai International Financial Center. Each party hereby expressly waives any right to a trial by jury in any action or proceeding brought by or against either party in connection with this Agreement. You and Sekai Labs agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of this Agreement.