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These Mittaria The Everlasting Wishing Land NFT Terms and Conditions (“Terms”) govern to the sale and purchase between the buyer or subsequent buyer of the Mittaria The Everlasting Wishing Land NFT (“Buyer”) or the seller of the Mittaria The Everlasting Wishing Land NFT in the secondary sale (“Seller”) (collectively “You”) and Mittaria Origin Limited, incorporated under the law of the British Virgin Islands (“Mittaria” or “us”), available through metaverse platform/system which is owned and operated by the TSB Gaming Ltd, a company incorporated in Malta (“Sandbox”) (https://www.sandbox.game) or otherwise third-party marketplace such as OpenSea (https://opensea.io/) (collectively referred to as the “Third-Party Marketplace”), of unique digital game assets in voxel art represented by non-fungible tokens (“NFT”) issued by Mittaria. This collection of digital collectable tokens is known as ‘Mittaria The Everlasting Wishing Land’ (“Mittaria The Everlasting Wishing Land NFT”) which can be solely used on the Sandbox service, in accordance with the Sandbox Terms of Use available at https://www.sandbox.game/en/terms-of-use/ (“Sandbox Terms of Use”). You may find Mittaria The Everlasting Wishing Land NFT’s collection, here: https://www.sandbox.game/en/collections/mittaria-nft-collection/322/.
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ABOUT THESE TERMS AND CONDITIONS
1.1 Mittaria The Everlasting Wishing Land NFT are not intended to constitute securities or any form of regulated investment. Mittaria The Everlasting Wishing Land NFT do not represent or confer any ownership rights, securities, stakes, shares, or equivalent rights in Mittaria or its affiliates, nor do they grant any right to receive future revenue, shares, or any other form of participation, apart from the rights subject to limitations and conditions in these Terms and other applicable terms.
1.2 Mittaria is solely responsible for the issuance of the Mittaria The Everlasting Wishing Land NFT. Mittaria have acquired from the Licensor 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 for the very limited purpose of creating Mittaria The Everlasting Wishing Land NFT for sale to the Buyer.
1.3 All intellectual property rights, title, and interest associated with the images or artwork existing in the Mittaria The Everlasting Wishing Land NFT are the exclusive property of T&B Media Global (Thailand) Co. Ltd, a legal entity incorporated under the laws of Thailand (“Licensor”). While the Licensor is not the issuer of Mittaria The Everlasting Wishing Land NFT, it maintains unequivocal and unconditional ownership of all intellectual property rights, title, and interest pertaining to the Mittaria The Everlasting Wishing Land NFT, encompassing, but not limited to, copyrights, trademarks, goodwill, and other intellectual property rights.
1.4 We reserve the right to amend these Terms at any time, at our discretion including but not limited to complying with applicable laws, rules and regulations. Any changes to these Terms will be in effect as of the ‘Last Updated’ date referred to at the top of these terms. You acknowledge and agree that the form and nature of the Terms, and any part of it, may change from time to time. Any changes made to these Terms will be notified to you through our communication channels or through our website. You should, however, check back often on our website to confirm that your copy and understanding of these Terms is current and correct.
1.5 How to contact us. You can contact us by writing to us at info@mittaria.io
2. Purchase and Sale of Mittaria The Everlasting Wishing Land NFT
2.1. If you decide to engage in the purchase or sale of Mittaria The Everlasting Wishing Land NFT, whether on the Sandbox marketplace or any other Third-Paty Marketplace, you will be governed by the terms and conditions outlined in either of the following, to the extent that they do not conflict with these Terms:
a) Sandbox Terms of Use are accessible at https://www.sandbox.game/en/terms-of-use/; or
b) The terms and conditions set forth by the Third-Party Marketplace.
2.2. You must make a payment in full in the form nominated by between us and Third-Party Marketplace, in the amount stated on the Third-Party Marketplace at the time you submit your request. You acknowledge and agree that all purchases of Mittaria The Everlasting Wishing Land NFT on Third-Party Marketplace are irreversible and that no refunds will be due to you in any circumstances.
2.3. You are responsible for any taxes that may be due in connection with your ownership of any Mittaria The Everlasting Wishing Land NFT. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions on the Third-Party Marketplace, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.
2.4. In the event that you decide to sell your Mittaria The Everlasting Wishing Land NFT, you shall sell your Mittaria The Everlasting Wishing Land NFT through the Third-Party Marketplace that respects NFT creators’ rights, including creator fees. This is necessary to protect the rights of the creators and intellectual property owners. We are not a party to any such contract and will not be liable or responsible for any matters related to any such onward sale.
Transfer of an NFT to the Wallet is at your own risk, and are not responsible or liable for accidental, negligent, or fraudulent transfers to/from an incorrect Wallet.
2.5. You acknowledge that, we, as the creator of the Mittaria The Everlasting Wishing Land NFT, will earn a creator fee which is a percentage of the resale price, (“Creator Fees”) which will be automatically deducted each time when you buy or sell Mittaria The Everlasting Wishing Land NFT on the Third-Party Marketplace according to the terms and conditions of the Third-Party Marketplace.
2.6. We reserve the rights to restrict the sale of Mittaria The Everlasting Wishing Land NFT on the third-party secondary marketplaces that do not respect, bypass, or breach NFT creators’ or intellectual property owner’s rights, including Creator Fees, without assuming any liability to you. You undertake not to transfer your ownership in any of your Mittaria The Everlasting Wishing Land NFT in any manner which would purposefully result in you failing to pay the Creator Fees in full. For the avoidance of doubt, you are not prohibited from gifting Mittaria The Everlasting Wishing Land NFT to another person or making a transfer that is not for the purpose of circumventing the payment of Creator Fees.
3. Ownership of Mittaria The Everlasting Wishing Land NFT
3.1. When you purchase Mittaria The Everlasting Wishing Land NFT, unless otherwise provided, you acknowledge and accept that you only receive ownership of the token or code which is stored on the blockchain which points to the location of the underlying images or art (typically a HTML hyperlink to the asset stored on another server). For the purposes of this clause, ownership is proven through recordation on the blockchain.
3.2. Purchasing Mittaria The Everlasting Wishing Land NFT do not transfer, assign the ownership in, or license to the intellectual property rights existing in the images or art associated with the Mittaria The Everlasting Wishing Land NFT, whether in its totality or in any individual element (such as the features, attributes, properties, or traits. For the avoidance of doubt, the buyer and subsequent buyer hereby recognize and agree that the entirety of the intellectual property in the images or art associated with the Mittaria The Everlasting Wishing Land NFT unequivocally belongs to the Licensor. Consequently, any undertakings aimed at commercial exploitation, reproduction, replication, adaption, communication to the public, exhibition, or the creation of derivative works contingent upon the Mittaria The Everlasting Wishing Land NFT, or any fraction thereof, unless otherwise provided in these Terms, may infringe the intellectual property rights of the Licensor.
3.3. In case you desire to obtain an intellectual property license to utilize the image or art associated with the Mittaria The Everlasting Wishing Land NFT, you may independently agree to T&B Intellectual Property License Terms and Conditions (which can be accessed here: https://www.tandbmediaglobal.com/mittaria/terms-thesandboxexperience) to obtain certain copyrights from the Licensor. Mittaria is not a party to any such contract and will not be liable or responsible for any matters related to any such licensing.
3.4. You agree and accept that in the event that any clauses within the terms and conditions of the Third-Party Marketplace conflict, in part or in whole, with this clause, this clause within these Terms shall prevail.
4, Representations and Warranties
4.1. represent that you have read and understand the rights, obligations, terms and conditions set forth herein and agree to be legally bound by them. If you do not understand or agree to be governed by (or cannot comply with) these Terms, do not purchase or sell Mittaria The Everlasting Wishing Land NFT available on the Third-Party Marketplace.
4.2. You hereby represent and warrant to the Mittaria that:
a) you are at least 18 years of age;
b) you have the capacity, full power, right and authority to agree to these Terms and terms and conditions of the Third-Party Marketplace to the extent that it does not conflict with these Terms;
C) you are not subject to any financial or other sanctions, embargoes or other restrictions, including those imposed by the US Office of Foreign Assets Control (OFAC), governments of the British Virgin Islands, the United Kingdom, European Union or United Nations;
D) you are not subject to any laws or regulations in your country of nationality or residence which would make it unlawful for you to mint or hold Mittaria The Everlasting Wishing Land NFT or be a party to any transaction involving Mittaria The Everlasting Wishing Land NFT;
E) you are not known for not respecting, bypassing or breaching NFT creators’ rights, including royalty rights;
F) 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);
G) you have sufficient knowledge and understanding of how to transact using digital crypto wallets.
H) you have consulted your legal, financial, tax or other professional advisor(s) when in doubt about any of the actions on this website; and
i) your participation, purchase, and engagement with the Mittaria The Everlasting Wishing Land NFT is solely based on the current utilities, features, and functionalities associated with the NFT at the time of acquisition.
4.3 We reserve the right to prohibit any and all purchasing of Mittaria The Everlasting Wishing Land NFT to users domiciled or located in a country or territory we deem (in our sole and absolute discretion) as prohibited, restricting, or subjecting to regulatory requirements, any cryptographic token, virtual asset related activities, including but not limited to Algeria, Bangladesh, China, Egypt, Iran, Iraq, Morocco, Nepal, North Korea, Qatar, Singapore, Tunisia, the United States of America. Mittaria The Everlasting Wishing Land NFT may not be offered to any person resident in the British Virgin Islands for purchase. The Company does not intend to conduct any cryptographic token, virtual asset, or related activities which may be prohibited or subject to regulatory requirements in those jurisdictions. You represent and warrant that you are not domiciled or a resident in any of the aforementioned jurisdictions.
5, Restriction on the use of the Asset
5.1. The Buyer shall not permit any other person to do or attempt to do any of the following:
a) trademark, copyright, patent or otherwise acquire intellectual property rights in or to the Mittaria The Everlasting Wishing Land NFT unless obtained lawfully from the Licensor of such intellectual property rights;
b) 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;
c) use the Mittaria The Everlasting Wishing Land NFT in connection with any illegal activities;
D) create any security, capital market products, financial instrument or derivative product based on the Mittaria The Everlasting Wishing Land NFT; and
E) 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.
6. Termination
6.1. The Buyer hereby agrees that in the event of any sale, trade, donation, gifting, transfer to a third party (collectively referred to as “transfer”), or any other form of disposition of the Mittaria The Everlasting Wishing Land NFT for any reason (including any attempted transfer of the Mittaria The Everlasting Wishing Land NFT for any purpose), such disposition of the Mittaria The Everlasting Wishing Land NFT must adhere to the same terms as stipulated within these Terms, including the restrictions outlined in clause 5 of these Terms. Any sale of the Mittaria The Everlasting Wishing Land NFT that seeks to amend the Terms related to the grant of rights or the use restrictions of the Mittaria The Everlasting Wishing Land NFT shall result in the automatic termination of the grant of rights associated with the Mittaria The Everlasting Wishing Land NFT.
6.2. All rights of the Buyer to the Mittaria The Everlasting Wishing Land NFT will terminate immediately upon the transfer of the Mittaria NFT by the Buyer to a third party, subject to the contract for sale and any other applicable terms.
7. Risks
7.1. You acknowledge and agree that Mittaria The Everlasting Wishing Land NFT and the Sandbox utilise new technologies (e.g., blockchain and smart contracts, consensus algorithms, decentralised networks) and as such, the ownership, purchase and sale of Mittaria The Everlasting Wishing Land NFT is subject to various risks, some of which are difficult to predict. A significant degree of technological knowledge (in particular, in relation to blockchain) is required to safely deal in and store NFTs of any kind, including using the Wallet. It is your responsibility to research and be aware of these risks. Some of the risks, which you should be aware of and accept before you conclude any transaction on the Sandbox, are as follows:
a) the volatile nature of virtual assets, including digital collectibles, which means that the price can fluctuate rapidly, and the ability to find a purchaser may be affected;
b) changes in laws and regulations may affect your rights to use and transfer NFTs;
C) the use, ownership and transfer of NFTs is not regulated in most jurisdictions, which means that your ownership and transactions in Mittaria The Everlasting Wishing Land NFT will not be afforded regulatory protections;
D) transactions involving NFTs are irreversible, including when they are accidental or fraudulent, which means that losses suffered may not be recoverable;
E) NFTs can lose their value entirely if there is no interest in them from potential purchasers;
F) as digitally-held assets, NFTs may be susceptible to fraud, cyberattacks or technological issues which may affect your ability to use or sell your NFTs;
G) your ownership of NFTs relies on you remaining in control of the private key(s) associated with the Wallet; and
H) Each prospective Mittaria The Everlasting Wishing Land NFT holder should evaluate such potential purchase on the basis that the NFTs, we, or any third party’s assessment of the prospects of the NFTs may not prove accurate. Our past performance or past performance of Mittaria The Everlasting Wishing Land NFT is not predictive of future results.
i) lack of use or interest could negatively impact the development of the Mittaria The Everlasting Wishing Land NFT and therefore the potential utility of Mittaria The Everlasting Wishing Land NFT.
7.1. You accept the risks involved in any transactions involving Mittaria The Everlasting Wishing Land NFT (including without limitation those risks listed in clause 8.1).
8. Disclaimers and liability
8.1. All users must ensure that they have all necessary rights, authorisations, and permissions to purchase Mittaria The Everlasting Wishing Land NFT, on the Third-Party Marketplace. We will not verify any user’s rights, authorisations, and permissions to purchase Mittaria The Everlasting Wishing Land NFT on the Third-Party Marketplace and we will not be liable for the acts or omissions of any user.
8.2. We do not provide advice. NFTs, including Mittaria The Everlasting Wishing Land NFT, are not intended for speculative use, are not sold or represented to be financial products and nothing we publish on this website should be interpreted or relied on as financial advice to you or any other person.
8.3. Limitation of liability. To the fullest extent permitted by law, in no event will we be liable to you or any third party for any: (a) loss of profit; (b) loss of sales; (c) loss of data or information; (d) damage to goodwill (e) loss of revenue; (f) loss of use; (g) indirect, consequential, exemplary, incidental, special or punitive damages, arising in connection with the use of the Mittaria The Everlasting Wishing Land NFT, or these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and whether foreseeable or not, and even if we have been advised of the possibility of any such losses occurring. Notwithstanding anything to the contrary in these terms in no event will our total aggregate liability to you exceed the purchase price of the NFT purchased with us. The limitations and exclusions of liability in this clause or anywhere else in these Terms will not apply to our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.
8.4. Your liability to us. You agree to indemnify us to the fullest extent permitted by the applicable laws, and agree to defend and hold us harmless, from and against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with: (a) your use of the Mittaria The Everlasting Wishing Land NFT; and (b) infringement by you of the Licensor’s intellectual property rights, and any third-party rights (including third-party intellectual property rights).
9. Other important terms
9.1. No partnership or agency. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between you, us, and/or the Licensor, constitute any party, the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
9.2. Assignment. We and or the Licensor may assign our rights and obligations under these terms (without your prior express consent), provided that your rights under these Terms remain unaffected. You must not assign your rights or obligations under these Terms.
9.3. Events outside control. Neither we, you, nor the Licensor will have any liability under or be deemed to be in breach of these Terms for any delays or failures in performance of these terms which result from circumstances beyond its reasonable control.
9.4. Third-party rights. A person or entity who is not a party to these Terms has no right to enforce any of these Terms.
9.5. Waiver. Any right or remedy granted to us or the Licensor for breach of these Terms will be in addition to all other rights and remedies available to us or the Licensor. If we or the Licensor fail or delay to exercise any right or remedy, or only exercise the same in part, this does not mean that we waive such right or remedy in full in the future.
9.6. Entire Agreement. These Terms, including any applicable terms incorporated by reference, constitute the entire agreement between the parties and supersede and extinguish any and all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter. You acknowledge and agree that in entering into these Terms you do not rely on and have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
9.7. Severance. If any provision of these Terms shall be held void, voidable, invalid or inoperative, no other provision of these Terms shall be affected as a result thereof, and accordingly, the remaining provisions of this Terms shall remain in full force and effect as a result thereof, and accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein.
9.8. Governing Law These Terms 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 these Terms 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 these Terms.
9.9. Dispute Resolution and Arbitration
a) All disputes between the parties shall be resolved by binding arbitration. 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 these Terms by connecting your blockchain wallet to the Website, entering, or using this Website, or purchasing/minting Mittaria The Everlasting Wishing Land NFT 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).
b) Any dispute, controversy, or claim arising out of, relating to, or in connection with these Terms, 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 11.9. 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.
9.10. 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 all parties specifically agree to do so in writing following initiation of the arbitration. Neither you, nor any other holder of the NFTs can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding.
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