OUT OF THE NEST NFT COLLECTION TERMS OF SALE

1. About these Terms of Sale and the Contract between the Buyer and the Seller

1.1. These Terms of Sale ("Terms") govern the sale and purchase of the "Out of the Nest" NFT collection ("Collection") between Mittaria Origin Limited, a company registered in the British Virgin Islands with registered number 2100690 and registered address at 1st Floor, Irvine's Place, 159 Main Street, P.O. Box 2132, Road Town, Tortola, British Virgin Islands ("Seller"), and the buyer ("Buyer").

1.2. A legally binding agreement incorporating these Terms ("Contract for Sale") is formed when the Buyer's offer to purchase an NFT from the Collection is accepted by the Seller, as confirmed by the platform where the sale is concluded ("Platform"). No other person will be a party to the Contract for Sale between the Seller and the Buyer.

1.3. Purchasing an NFT from the Collection does not transfer, assign ownership in, or license the intellectual property rights existing in the images or art associated with the Collection ("Artwork"). All rights in and to the Artwork remain with the original rights holder, except for the limited rights expressly granted in these Terms.

2. No Right to Cancel

Due to the irreversible nature of blockchain transactions, the Buyer consents to immediate performance of the Contract for Sale and acknowledges that they will lose their right of withdrawal upon clicking the purchase button for an NFT from the Collection. At this point, the NFT will be recorded on the blockchain. This means that the Buyer will not have the right to cancel their purchase or receive a refund. This does not affect any rights the Buyer may have under applicable laws that cannot be legally excluded.

3. Payment and Delivery of the "Out of the Nest" Collection

3.1. As a pre-condition to purchasing an NFT from the Collection, the Buyer must:

  • Make full payment in the specified digital currency or via another nominated payment method (as indicated on the Platform) to the wallet address designated by the Seller, in the amount stated on the Platform at the time of the Seller's acceptance of the Buyer's offer ("Purchase Price"); and
  • Provide the Seller with their digital wallet address by linking it with the Platform or through any other method specified by the Platform. The Buyer is solely responsible for ensuring the accuracy of the provided wallet address and agrees that the Seller will not be liable for any loss or damage resulting from an incorrect wallet address provided by the Buyer.

3.2. The Seller will transfer the purchased NFT to the wallet address provided by the Buyer immediately upon the Buyer's claim of the NFT. The dates for the sale and claiming of NFTs from the Collection will be announced by the Seller on the Platform or through other means.

3.3. If the payment of the Purchase Price is reversed or becomes invalid for any reason, the Buyer must immediately return the purchased NFT to the Seller by transferring it back to the Seller's wallet address.

4. Right to Use the NFT

4.1. All rights of the Buyer to the "Out of the Nest" Collection will terminate immediately upon the transfer of the "Out of the Nest" Collection by the Buyer to a third party, subject to the Contract for Sale and any other applicable terms.

4.2. The Buyer agrees that in the case of any onward sale of the "Out of the Nest" Collection, the grant of rights to the "Out of the Nest" Collection must be on the same terms as set out in these Terms of Sale, including the restrictions specified in clause 5 of these Terms of Sale. Any sale of the "Out of the Nest" Collection which purports to modify the terms of the grant of rights or the restrictions on the use of the "Out of the Nest" Collection will result in the automatic termination of the grant of rights to the "Out of the Nest" Collection.

5. Restrictions on the Use of the "Out of the Nest" Collection

5.1. The Buyer shall not, and shall not permit any other person to do or attempt to do any of the following:

  • trademark, copyright, patent, or otherwise acquire intellectual property rights in or to the "Out of the Nest" Collection or Artwork unless obtained lawfully from the owner of such intellectual property rights;
  • take any action which would or might invalidate, challenge, oppose, or otherwise put in dispute the Seller's intellectual property rights, the owner's intellectual property rights in the Artwork, or contravene the moral rights of the creator of the Artwork;
  • use the "Out of the Nest" Collection or the Artwork in connection with any illegal activities;
  • create any security, capital market products, financial instrument, or derivative product based on the "Out of the Nest" Collection or the Artwork;
  • use the "Out of the Nest" Collection or Artwork 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, violate laws, public order, or good morals, or otherwise bring the Seller into disrepute;
  • use, reproduce, distribute, display, or otherwise exploit the "Out of the Nest" Collection or the Artwork for any commercial purpose, including but not limited to monetization, advertising, promotion, or the creation of merchandise, unless expressly authorized in writing by the Seller.

5.2. Any breach of the restrictions set out in clause 5.1 will result in the automatic termination of the right to use the "Out of the Nest" Collection under clause 4.1.

5.3. Nothing in these Terms of Sale grants any license or right to use the Seller's intellectual property rights, including but not limited to trademarks or branding.

6. No Partnership or Agency

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the Buyer and the Seller, constitute any party as the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.

7. Assignment

The Seller may assign their rights and obligations under these Terms without the Buyer's prior express consent, provided that the Buyer's rights under these Terms remain unaffected. The Buyer must not assign their rights or obligations under these Terms.

8. Event Outside Control

Neither party will have any liability under or be deemed to be in breach of these Terms for any delays or failures in performance that result from circumstances beyond its reasonable control.

9. Severance, Governing Law, Dispute Resolution, and Class Action Waiver

9.1. Severance: If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion under this clause shall not affect the validity or enforceability of the remaining provisions of these Terms.

9.2. Governing Law: These Terms shall be governed by and construed in accordance with the laws of the British Virgin Islands.

9.3. Dispute Resolution and Arbitration:

  • All disputes between the parties shall be resolved by binding arbitration. By accepting these Terms, you waive your right to litigate claims in court, including the right to participate in a class action or have your claims heard by a judge or jury. The arbitrator may award the same remedies as a court (including attorney's fees).
  • Any dispute, controversy, or claim arising out of or relating to these Terms shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre ("BVI IAC") in accordance with its rules. The arbitration will take place in Singapore, and the governing law of the arbitration shall be the laws of the British Virgin Islands. The number of arbitrators shall be three (3), and the language of the arbitration shall be English.

9.4. Class Action Waiver: The Buyer agrees to resolve any disputes with the Seller on an individual basis and waives any right to participate in a class action lawsuit or class-wide arbitration.