Definitions

1. “Avium Media Library” means the collection of artworks, images, graphics, videos, music, 3d avatars, models and environment, textures and/or such works of authorship managed and controlled by Avium, at such server or site as may be specified and disclosed by Avium from time to time.
2. “Avium Media Library Art” means the artworks, images, graphics, videos, music, 3d avatars, models and environment, textures and/or such works of authorship stored in the Avium Media Library.
3. “Avium Origins Art” means, in relation to an Avium Origins NFT, the specific artwork, image, graphic and/or such works of authorship associated with such Avium Origins NFTs.
4. “Avium Trademarks” means the trademarks belonging to and used by Avium in the course of its business, whether registered or otherwise.
5. “Commercial Use” means any activity performed with the intent to generate revenue, including but not limited to the sale or transfer of items, creating and selling merchandise (whether in physical or digital form), and comics, videos, graphics and films.
6. “Derivative Works Revenue Threshold” means the limit of US$500,000 for Commercial Use of the licence granted (and as further described) below.

License

1. For as long as you lawfully own your Avium Origins NFT, and subject always to compliance with the terms of this agreement, we grant the following rights to you:
1. Personal, non-commercial rights: A limited, non-exclusive, worldwide, royalty-free licence to use, reproduce, display, distribute, modify, and create derivative works of the Avium Origins Art of your Avium Origins NFT for personal, non-commercial use. For purposes of illustration, this includes the right for you to display the Avium Origins Art as your PFP or use a pixelated version of the Avium Origins Art for any in-game integration for personal use.
2. Commercial rights: A limited, non-exclusive, worldwide, royalty-free license use, copy, reproduce and display the Avium Origins Art of your Avium Origins NFT for any Commercial Use. You may, to as limited an extent, adapt and depict the Avium Origins NFT art on goods or media required for such Commercial Use. For purposes of illustration, this includes the right for you to display the Avium Origins Art on a t-shirt for example, without any modifications to the Avium Origins NFT in its graphical form, and to commercialise it through the sale of such t-shirts.
3. Commercial rights for derivative works: A limited, non-exclusive, worldwide, royalty-free license to modify and create derivative works of the Avium Origins Art of your Avium Origins NFT for Commercial Use, including the right to sublicense it for the purpose of commercialising and promoting third party goods and services, provided that such Commercial Use does not generate a revenue of more than US$500,000 (or its equivalent in any cryptocurrency or fiat currency) for you or any of your related persons or entities, whether directly or indirectly, in any twelve month period.
4. Avium Origins Media Library Art: A limited, non-exclusive, worldwide, royalty-free license use, copy, reproduce, display, modify, and create derivative works of the Avium Origins Media Library Art for personal, non-commercial use. Copyright of any derivative works created of the Avium Origins Media Library Art shall belong to Avium.
2. Notwithstanding the above, the licences granted in clause 3.1 shall not permit you to use the Avium Origins Art in any way that constitutes unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, illegal or obscene, or that promotes any such activity (which shall be determined, reasonably, in Avium’s sole discretion).
Supplemental for modifications and derivative works
1. In the event where Avium creates derivative works of any Avium Origins Art, you acknowledge that such derivative works may be similar to or identical to your own derivative works. 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 Avium (or its relevant licensees) in connection with their use of any Avium Origins 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 Avium Origins Art that have been created by you.
No rights to trademarks
1. For the avoidance of doubt, the licences above do not include any grant of any rights or licence to use any of the Avium Trademarks belonging to Avium. This agreement does not grant you any rights to use any Avium Trademarks for any Commercial Use, including but not limited to registering any domain names or social media accounts using any Avium Trademarks.
Reservation of rights
1. All rights in and to the Avium Origins Art and any other intellectual property of Avium not expressly licensed herein are hereby reserved by Avium. All goodwill arising from any use of the Avium Trademarks will inure solely to Avium.

Personal licence and Transfer

1. The licences granted pursuant to clause 3 above are personal to you and non-transferable or assignable, save that, upon you lawfully selling or transferring ownership of your Avium Origins NFT:
1. The licenses in granted in clause 3 above shall automatically terminate upon the effective date of such transfer;
2. Such licences shall be transferred to the transferee (new owner) of the Avium Origins NFT, who shall be deemed to accept the terms of this agreement
2. Upon the termination of such licences (whether pursuant to this clause 4 or otherwise), you shall cease all marketing, distribution, or sale of goods, services and media that feature the Avium Origins Art and shall cease all further use of the Avium Origins Art. You may sell off any remaining inventories of merchandise of featuring such Avium Origins Art upon such termination, but may not create any new merchandise or inventory featuring such Avium Origins Art unless you have been grated such rights.

representation and warranties

1. You represent and warrant to us that:
1. you are at least eighteen (18) years old;
2. you have all requisite capacity, power, and authority to enter into and be bound by this agreement. If you accept by this agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to by this agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity;
3. by this agreement does not, and the performance of your obligations under by this agreement and your minting, bidding on, buying, or selling of any NFTs, as applicable to your use of the Avium Origins Art, will not: (i) if you are an entity, conflict with or violate any of the charter documents of such entity or any resolution adopted by its equity holders or other persons having governance authority over the entity; (ii) contravene, conflict with, or violate any right of any third party or any applicable legal requirement to which you or any of the assets owned or used by you, is subject; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any material contract or agreement to which you are a party, permit held by you or legal requirement applicable to you;
2. By entering into this agreement and accessing or using the Avium Origins NFTs or Avium Origins Art, you agree that you shall defend, indemnify and hold Avium harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys fees and costs) incurred by the Avium arising out of or in connection with: (i) your violation or breach of any term of this License or any applicable law or regulation; (ii) your violation of any rights of any third party; (iii) your access to or use of the Avium Origins NFTs or Avium Origins Art; (iv) any modifications to or derivative works of the Avium Origins NFT Art you create, or (v) any fraud, negligence or wilful misconduct committed by you

disclaimers and limitations

1. Your ownership and use of the Avium Origins NFT and/or Avium Origins Art may include certain risks of which you are aware of and accept. This includes, without limitation: (a) risk of sudden asset price changes; (b) risk of smart contract failure or exploit; (c) risk of hardware, software, or connectivity failure; (d) risk of malicious software; (e) risks of unauthorized access to your wallet; (f) risk that you will no longer successfully retain ownership of or access to the NFT(s); (g) risk that any data becomes unavailable or decoupled from the NFT; (h) risk from regulatory inquiries, regulatory actions, legislation, or court rulings; and/or (i) risks, bugs, malfunctions, cyberattacks, or changes to a blockchain network (e.g., forks) or related technologies that disrupt or result in a total loss of NFTs, their market value, or digital funds.
2. You acknowledge and accept these and all associated risks and responsibilities and agree that your participation and use of the Avium Origins NFT and/or Avium Origins Art is at your own risk.
3. To the maximum extent permitted by law, in no event shall Avium be liable for any form of losses suffered by you, whether direct, indirect, special, incidental, exemplary, consequential or punitive (“Losses”), arising out of or in connection with your access or use of inability to access or use the Features, whether foreseeable or not. In no event will Avium’s cumulative liability to you from all causes of action or liability exceed S$1,000.

Acknowledgment of Avium Origins NFT Ownership

1. For the avoidance of doubt and subject always to applicable law, when a digital wallet which you control and own holds an Avium Origins NFT (as recorded and validated by the relevant blockchain), you are taken to be the owner of such Avium Origins NFT.
2. You acknowledge that ownership of the Avium Origins NFT is mediated entirely by the relevant smart contract and blockchain. Save as expressly provided, when you purchase an Avium Origins NFT, you acknowledge that you assume complete and full risk and responsibility of the Avium Origins NFT.
3. In such capacity, you own all personal property rights to the underlying token of the Avium Origins NFT, and, subject to any other agreement, have the right to freely sell, transfer, or otherwise dispose of that Avium Origins NFT. You acknowledge that Avium has no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via any network or blockchain.
4. You further agree and acknowledge that in the event of any transaction with and/or transfer of your Avium Origins NFT, such transfers may be subject to the customary transaction fees, marketplace fees, and transfer fees. This may include (but is not limited to) any transaction fees as determined by the relevant smart contracts and set out by NFT marketplaces (such as OpenSea) or gas fees charged by the relevant blockchain or network.

General

1. If you breach any of the provisions of this agreement, all licenses granted by Avium will terminate automatically. Upon the termination of your licenses, you shall cease all marketing, distribution, or sale of goods, services and media that feature the Avium Origins Art and shall cease all further use of the Avium Origins 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 Avium or you. Termination will not limit any of Avium’s other rights or remedies at law or in equity
2. Unenforceable provisions will be modified to reflect the commercial intention and only to the extent necessary to make them enforceable, and the remaining provisions of these Terms will remain in full effect.
3. Prior to commencing any legal proceedings against us of any kind, we agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to these Terms or the Features (each, a “Dispute” and, collectively, “Disputes”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall meet and confer in good faith by videoconference or by telephone to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may proceed with formal legal proceedings.
4. These Terms shall be governed by, and shall be construed in accordance with, the law of the Republic of Singapore. You (and Avium) irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Singapore.