Terms & Conditions

These terms and conditions apply to the sale of a NFTs or the Artwork
by the Creator (the “Creator”) MTHR NFT (Project ANNA).

Definitions

“Artwork” means any digital creation, art, design, and drawings created by the Creator that may be associated with an NFT to generate an NFT Artwork. Copyright in the Artwork remains the property of the Creator.

“NFT Artwork” means the Art associated with an NFT, i.e. the complete rendered image of the NFT, including the related metadata, that can be sold to a Collector/Holder/Owner(s).

“NFT” means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721 and all other future token standard, issued and tradable on a blockchain.

“Token’s Creator” or “Creator” means the entity who created the Artwork, NFT Artwork collection, i.e. “MTHR NFT”.

“Token’s Owner” or “Owner” means the current owner of the NFT and related NFT Artwork. When minted, the buyer becomes the sole Owner of the purchased NFT. There can be several different owners of each NFT (and related NFT Artwork) throughout time but only one Owner for 1/1 artwork, and several Owners for editions artwork. The sole Owner of the NFT enjoy exclusive limited rights while the several Owners will shared the limited rights among with other Owners.

“Own” means, with respect to an NFT, an NFT that one has purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain, thus becoming the Owner of the purchased NFT (and related NFT Artwork).

“Purchased NFT” means an NFT that one has purchased and thus owns altogether with the related NFT Artwork.

“Parties” refers to the Creator and Owner of MTHR NFT (unless otherwise specified or announced in any informative platform owned by the Creator – including but not limited to official website, project’s Twitter account and all social accounts). Any others than Parties to the Terms and Conditions, deemed as Third Party(ies).

Ownership of the Artwork Copyright

Owner(s) have the rights to produce any image of the NFT Artwork but may not, at any time, publish or submit for publication or reproduction any image of the Artwork, NFT Artwork to any third party, including any internet website for any purpose.

The Creator grants the Owner limited intellectual property rights on the NFT Artwork to which this which shall apply to the extent that no other written agreement has been concluded between the Creator and the Owner. In the case of any contradiction discovered by the Creator that goes against the project director and/or anything that would incriminate the project, the provisions of this agreement shall prevail and/or the Creator had an absolute rights to terminate the agreement and any utility derives and/or enjoyed by the Owner(s) shall be revoked without prior notice.

CREATOR’S OWNERSHIP AND RIGHTS ON THE ARTWORK

The Owner(s) acknowledges and agrees that the Creator remains the sole author of the Artwork. The Creator owns all legal rights, including all intellectual property rights, titles and interests in and to the underlying Artwork. It is expressly acknowledged and agreed upon that the Artwork shall at all times remain the sole property of the Creator. In no event shall this agreement assign, license, or otherwise transfer any rights on the Artwork to the Owner.

The Creator shall have the rights to, including but not limited to, reproduce, adapt, modify, use, perform, display, publish, distribute, sale and duplicate the Artwork, NFT Artwork in whole or in part, for any purpose whatsoever, including commercial, by any media and means whether now known or hereafter devised. In particular, the Creator shall have the full and absolute rights to revise, edit, manipulate, add to, create and exploit derivative works thereof, use or not use the Artwork, and to distribute and exploit the Artwork in any manner and any medium it may choose or the Creator deemed fit.

TOKEN’S OWNER OWNERSHIP AND RIGHTS ON THE ARTWORK

The Creator hereby grants to the Owner(s) the rights to reproduce, use, perform, display, publish, distribute, duplicate and exploit derivative works thereof, and to this end, subject to the Creator’s moral right and where technically required, edit, adapt and modify in a non-substantial way the NFT Artwork, in any manner and any medium it may choose, and for any purpose whatsoever, including commercial, to and for the sole personal use of the public.

By exception the Owner(s) shall only have the right to sale the purchased NFT, and related NFT Artwork, on a marketplace that permits the purchase and sale of the Owner’s purchased NFT, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the NFT Artwork for its purchased NFT to ensure that only the actual Owner(s) can display the NFT Artwork for sale.

The rights that the Owner(s) has in and to the NFT Artwork are limited to those described in this agreement. The Creator reserves all rights in and to the NFT Artwork not expressly granted to the Owner(s) in this agreement.

ROYALTY FEES

The Owner(s) shall pay the Creator royalty fees equal to (twenty) 20% of all net profits earned from the commercialization of the NFT Artwork (NFTs), in any way whatsoever, based, where applicable, on the retail price excluding tax and any statutory cost whatsoever. The Owner undertake to provide full and front disclosure of the related account of the commercialization purposes.

RESTRICTIONS

The Owner(s) shall not, nor permit any third party to, do or attempt to do any of the foregoing without the Creator’s express prior written consent in each case:

  • use the NFT Artwork for the purchased NFT in connection with texts, images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others or any applicable law or regulation;
  • infringe, in any way whatsoever, the Creator’s moral rights on the NFT Artwork (including right of authorship, right of withdrawal, right to the integrity of the NFT Artwork, as defined under Malaysia law), and in particular use or exploit the NFT Artwork, in any way whatsoever, without crediting the Creator;
  • To the extent that the NFT Artwork associated with the purchased NFT contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), the Owner(s) acknowledges and agrees as follows:
    • the Owner(s) shall not have the right to use such Third Party IP in any way except as incorporated in the NFT Artwork, and subject to the license and restrictions contained herein;
    • any commercial rights to exploit or use the NFT Artwork as granted by the agreement in Section 4 above will not apply;
    • depending on the nature of the agreement granted by the owner of the Third Party IP, the Creator may need to provide additional restrictions on the Owner(s) ability to use the NFT Artwork; and
    • to the extent that the Creator informs the Owner(s) of such additional restrictions in writing (including by email or direct message, WhatsApp or any similar applications), the Owner(s) shall be responsible for complying with all such restrictions from the date of receipt of this information, and failure to do so shall be deemed a breach of this agreement.

The restrictions set out in this agreement shall survive the expiration or termination of the agreement.

TERMINATION

This agreement applies only to the extent that the Owner(s) continues to Own(s) the applicable purchased NFT. If at any time the Owner(s) sells, trades, donates, give-away, transfers, or otherwise disposes of the purchased NFT (and related NFT Artwork) for any reason, the agreement shall immediately expire without the requirement of notice and be transferred along with the purchased NFT to its new Owner(s).

The Owner(s) acknowledges that, by disposing of the NFT Artwork for its purchased NFT, it no longer qualifies as the Owner(s) of the NFT Artwork and thus no longer benefits from the rights granted by this License. Any use of the NFT Artwork after its disposal shall be considered as an infringing act.

GOVERNING LAW AND NOTICES

The validity of this agreement and any of its terms and provisions, as well as the rights and duties of the Creator and Owner(s) hereunder, shall be governed, interpreted and enforced in accordance with the laws of Malaysia. Any dispute by Parties shall be communicated expressively by writing with at least 1(one) month notice in advance and any litigation dispute are subject to the jurisdiction of the Malaysian Court.

Data Protection

We may collect, hold, control, use and transmit personally identifiable information obtained from you in the course of your purchase of the NFT Artwork. By agreeing to these Terms and Conditions you agree to such information being used in these ways and for such information to be disclosed to the Creator if you are in breach of your obligations under these terms and conditions.

Liability

MTHR NFT (Project ANNA) make no representation or warranty of any kind whatsoever, express or implied, in connection with the NFT Artwork. The MTHR NFT and its officers, directors, employees, shareholders or agents exclude all liability (whether in contact, tort or otherwise), to the fullest extent permitted by applicable laws, for any loss or damage that may result to you or a third party in connection with the NFT, and the NFT Artwork.

Acceptance of the Terms by Parties

Parties are bound to the agreement and the Terms and Conditions (unless the Parties communicate and agree on changes to any of the terms, the Owner(s) agree to fully understand the agreement’s full terms and implication upon acquisition of the NFT). The Owner(s) also agreed to all the terms of the agreement and became a Parties to the agreement by way of conduct of purchasing the NFT. The Owner(s) is also aware that this Terms and Conditions and this agreement are made available to the public via Creator official Website and/or other official social media platform owned by the Creator. The Owner(s) fully understands all the rights reserved will be automatically revoked and altered by the Creator prior to the change of the ownership of the NFT.

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