The Mittaria The Everlasting Wishing Land is a collection of digital collectable tokens represented by a non-fungible token, which is created and sold by Mittaria Origin Limited (“Mittaria The Everlasting Wishing Land NFT”) per a non-exclusive, non-transferable license (with no right to sub-license), revocable license to intellectual property rights existing in Mittaria The Everlasting Wishing Land NFT granted by the IP Owner (defined below) to Mittaria Origin Limited. You may find Mittaria The Everlasting Wishing Land NFT’s collection, here: https://www.sandbox.game/en/collections/mittaria-nft-collection/322/.
This Agreement, which is a supplemental agreement to the Mittaria The Everlasting Wishing Land NFT Terms and Conditions (which can be accessed here https://www.tandbmediaglobal.com/mittaria/tsb-terms-conditions, contains legally binding provisions, is entered into between:
T&B Media Global (Thailand) Co. Ltd, a company incorporated under the laws of Thailand, company registration number 0105559126836, with registered address at No. 101 True Digital Park Building, 4th Floor, Room 408, Sukhumvit Road, Bang Chak, Prakanong, Bangkok 10260 (“IP Owner”); and
The individual or entity who is the verified/recorded owner of the Mittaria The Everlasting Wishing Land NFT.
Purchasing a Mittaria The Everlasting Wishing Land NFT, does not automatically grant you any intellectual property rights or licenses existing in the Mittaria The Everlasting Wishing Land NFT. Accordingly, you agree to enter into this Agreement in order to be granted the right to use the Mittaria The Everlasting Wishing Land NFT in accordance with the terms of this Agreement.
a. The IP Owner is not the issuer of Mittaria The Everlasting Wishing Land NFT. The IP Owner retains absolute ownership of all intellectual property rights, title and interest in the image or art associated with the Mittaria The Everlasting Wishing Land NFT, including but not limited to copyrights, trademarks, goodwill and other intellectual property rights (“Artwork”).
b. You are granted a license on the terms set out in this Agreement to use the Artwork for as long as you own the relevant Mittaria The Everlasting Wishing Land NFT. As between you and the IP Owner, you own all rights to any access to, use of, and interaction with the Sandbox, including any services offered on or through the Sandbox, provided that the IP Owner retains the ownership of all intellectual property rights in the Artwork.
c. We reserve the right to amend these terms and conditions from time to time without notice and at our sole discretion. We may, from time to time, make announcements regarding the Mittaria The Everlasting Wishing Land NFT and we may include additional terms and conditions on our website which may also be included in the metadata of Mittaria The Everlasting Wishing Land NFT. It is your responsibility to review these terms and conditions regularly.
You and the IP Owner agree as follows:
Becoming to Party to this Agreement
To become a Party to this Agreement, you must complete ALL of the following steps:
A. Provide the information as required on the website which may include name, address, email, wallet address, NFT Token ID, transaction hash of the licensing fee transfer; and
b. Click or submit acceptance to this Agreement.
2.1. Subject to the terms of this Agreement, and provided that you have acquired Mittaria The Everlasting Wishing Land NFT lawfully in accordance with the Mittaria The Everlasting Wishing Land NFTs Terms and Conditions, the IP Owner hereby grants to you during the Term (as defined below) a copyright license, which is:
a. non-exclusive – the IP Owner retains ownership of the copyright and/or may license the same right to others’
b. non-transferrable – you cannot transfer this license to anyone;
c. non-sublicensable – you cannot sub-license this license to anyone;
D. worldwide – allowing you to use the Mittaria The Everlasting Wishing Land NFT without restrictions as to the territory;
e. irrevocable – meaning that the IP owner is not entitled to terminate the license for as long as you hold Mittaria The Everlasting Wishing Land NFT
2.2 The License is subject to, and conditional upon your continued compliance with, the following restrictions and qualifications that the License does not grant you any rights to use the business name, tradename, trademark, branding of “Mittaria”, “T&B Media Global” or any other business name of the IP Owner, business partners, and its affiliates, all of which are exclusively reserved to the IP Owner, business partners, and its affiliates. The License does not grant you any right to represent yourself as being associated with the IP Owner, business partners, or any of its affiliates in any capacity. Specifically, nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between you and the IP Owner, and neither you nor the IP Owner will have authority to contract for or bind the other in any manner whatsoever.
2.3 Pay the licensing fee by transferring 0.001 Ethereum (ETH) to the following wallet address of the IP Owner: 0xE4eC08c1B4Beb0080bcbE6254dA35A5DfF8108D5 ;
3. Representations and Warranties
3.1. Each party represents and warrants to the other that it has the capacity, full right, power, and authority to enter into, perform, and grant the rights and licenses it grants and is required to grant under this Agreement.
3.2. You hereby represent and warrant to the IP Owner that:
a. you lawfully acquired Mittaria The Everlasting Wishing Land NFT.
b. you are at least 18 years of age.
c. you paid the creator fees when acquiring Mittaria The Everlasting Wishing Land NFT.
D. you are the sole and absolute owner of the private keys to the wallet address set forth in your signature block below and, to the extent that you co-own such wallet address with any other person(s), and that you have the authority to enter into this Agreement on the behalf of such other person(s).
E. you will not use the Mittaria The Everlasting Wishing Land NFT in any manner that is detrimental to the IP Owner, and the IP Owner’s business partners, or its affiliates.
F. you acknowledge and agree that becoming a contracting party to the Mittaria The Everlasting Wishing Land NFT Terms and Conditions and any other applicable terms relating to it is a condition of becoming a party to this Agreement.
G. you have read and understood the Mittaria The Everlasting Wishing Land NFT Terms and Conditions and any other applicable terms in its entirety and agree to it.
H. you are not, and will not, knowingly execute a transaction involving a Mittaria The Everlasting Wishing Land NFT with any person who is (i) located in a country that is subject to regulatory requirements, embargo, or that has been designated by as a terrorist-supporting country; or (ii) listed on any list of prohibited or restricted parties, whether on a list maintained by the authorities of the British Virgin Islands, Thailand, the United Nations, the European Union or other relevant sanctions authority.
I. you have sufficient knowledge and understanding of how to transact using digital crypto wallets.
J. You have consulted your legal, financial, tax or other professional advisor(s) when in doubt about any of the actions on this website.
K. all the information provided by you to us is true and accurate and you will keep it updated at all times by connecting your digital crypto wallet and updating your account details.
4.1. You shall not permit any other person to take any action which would or might invalidate, challenge, oppose or otherwise put in dispute our intellectual property rights, the Licensor’s intellectual property rights in the Mittaria The Everlasting Wishing Land NFT, or contravene the moral rights of the creator of the Mittaria The Everlasting Wishing Land NFT;
4.2. You shall not permit any other person to use the Mittaria The Everlasting Wishing Land NFT in connection with any images, videos, or any other forms of media or content that depict hatred, intolerance, involving the monarchy that is likely to violate lèse-majestée, politically-charged messages, violence, cruelty or anything else that could reasonably be found to constitute hate speech, infringe upon the rights of others, violating laws, public order, or good morals or otherwise bring the Seller into disrepute.
5. Indemnification, Disclaimers and Limitations of Liability
5.1 You will have an obligation to cover all of the IP Owner’s costs arising from any material breach of this Agreement by you.
5.2 As a separate obligation to that in Clause 4.1, you will defend, indemnify, and hold the IP Owner, its licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees, and agents (the "Indemnified Parties”) harmless from and against any and all claims, damages, losses, investigations, liabilities, judgments, fines, penalties, settlements, interest, and other similar results or occurrences (including attorneys’ fees) that directly or indirectly arise from, or are related to or in connection with, any claim, suit, action, demand, or proceeding or other similar occurrence, process, or activity that is initiated, made, brought, or financed by a third party (including any person who accesses or transacts using any Mittaria The Everlasting Wishing Land NFT or Artwork, whether or not such person personally purchased a Mittaria The Everlasting Wishing Land NFT) against the Indemnified Parties, or on account of the investigation, defence, or settlement thereof, arising out of related to, or in connection with: (a) your access to or use of any NFT marketplace or third-party services or products; (b) your breach or alleged breach of this Agreement; (c) your exercise or attempted exercise of the License; or (d) your actual or alleged violation of applicable law. Counsel to be used in the defence of such claim must be approved by the IP Owner in writing prior to retention of such counsel and, upon our request, you will allow us to participate in the defence of any such claims. You will not enter into any settlement or compromise of any claim or litigation or that includes an admission of liability without the IP Owner’s prior written consent.
5.3 Each Mittaria The Everlasting Wishing Land NFT is an intangible digital asset that exists only by virtue of the ownership record maintained on the Ethereum and Polygon blockchain or otherwise. Any transfer of ownership that might occur in any unique digital asset occurs on the decentralized ledger within the Ethereum and Polygon blockchain or otherwise, which the IP Owner does not control.
5.4 To the extent permitted by applicable law, The IP Owner will not be responsible or liable to you for any loss in connection with any Mittaria The Everlasting Wishing Land NFT Artwork and takes no responsibility for, and will not be liable to you for, any use of or inability to use any Mittaria The Everlasting Wishing Land NFT or Artwork for any reason.
5.5 There are numerous risks associated with blockchain technology and the Mittaria The Everlasting Wishing Land NFT. You should familiarize yourself with these risks and agree to assume these risks by owning a Mittaria The Everlasting Wishing Land NFT.
5.6 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 Mittaria The Everlasting Wishing Land NFT or Artwork, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not the IP Owner 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. Notwithstanding the foregoing, in no event will any Indemnified Party’s cumulative liability hereunder from all causes of action and all theories of liability exceed the price paid for the licensing fee for the Artwork.
6. Term and Termination
This Agreement is effective commencing from the date that you become a party to this Agreement in accordance with Clause 1 of this Agreement and License shall automatically expire immediately after your disposition (including by way of sale, trade, donation, gifting, transfer) of Mittaria The Everlasting Wishing Land NFT (as recorded by the Smart Contract). Even if the Buyer disposes of the Mittaria The Everlasting Wishing Land NFT, the Buyer remains obligated to adhere to these Terms, including Clause 3.2 and 4.
7. Non-Compliance with this Agreement.
7.1. if you have not complied with the conditions of the License, all rights licensed under this Agreement will revert to the IP Owner and you will be prohibited from any further use of the Artwork.
7.2. If you breach any term of this Agreement, or if the IP Owner discovers that you acquired Mittaria The Everlasting Wishing Land NFT unlawfully, the IP Owner may seek appropriate measures and remedies, including but not limited to any one or more of the following:
a. terminating this Agreement with immediate effect, provided that the IP Owner may allow you to cure such breach within a specified timeframe;
b. restricting you from enjoying or participating in any future benefit from Mittaria The Everlasting Wishing Land NFT (including, without limitation, airdrops and events), although, for the avoidance of doubt, the IP Owner has no obligation to provide any future benefit to you; and/or
c. requiring a marketplace to remove or disable access to the infringing uses of the Artwork displayed on a marketplace, platform or other internet service provider by way of a legal notice or a takedown notice in accordance with applicable copyright, intellectual property, or other laws.
8.1. Recognised Blockchain. The License applies only to the Mittaria The Everlasting Wishing Land NFT on the blockchain that the IP Owner, in its sole discretion, may designate, which designation shall apply retroactively. Thus, for example, if a fork or other event purports to result in duplicate Mittaria The Everlasting Wishing Land NFT, only the Mittaria The Everlasting Wishing Land NFT recorded on the blockchain designated by the IP Owner will be eligible to receive the benefit of the License. Any license purportedly granted hereunder to the owner of a non-fungible token recorded on a blockchain not designated by the IP Owner is null from the beginning.
8.2. Assignment. This Agreement is personal to you. Unless otherwise provided in this Agreement, you may not assign or otherwise transfer any of its rights, delegate, or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation, or transfer in violation of this clause is void. IP Owner may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding on and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
8.3. Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
9. Governing Law
This Agreement shall be governed by and construed and enforced in accordance with the laws of the British Virgin Islands, without regard to conflict of law rules or principles (whether of the British Virgin Islands or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the Parties arising out of or relating to this Agreement that is not subject to arbitration or cannot be heard in small claims court will be resolved and filed only in the courts of the British Virgin Islands. In such case, you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement.
10. Dispute Resolution and Arbitration
10.1 All disputes between you and us shall be resolved by binding arbitration. In particular, arbitration is a form of private dispute resolution and replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Your acceptance of this Agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney’s fees).
10.2. Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including any question regarding its existence, validity or termination, or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre (“BVI IAC”) in accordance with the BVI IAC Arbitration Rules. (“BVI IAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The law of this arbitration clause shall be the laws of the British Virgin Islands. The place of the arbitration shall be in Singapore. The number of arbitrators shall be three (3) arbitrators. The language to be used in the arbitral proceedings shall be English.
11. Class Action Waiver
Except as otherwise provided in this clause, to the fullest extent permitted by applicable law, the arbitrators may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both you and us specifically agree to do so in writing following initiation of the arbitration. Neither you, nor any other holder of the Mittaria The Everlasting Wishing Land NFT can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding.
12. Entire Agreement, Severance