Pixelation License Terms (Pixelation-Owned Content)

This is a summary of the license.  Please refer to the Licensing Terms below for details, they take precedence in case of inconsistencies.

The terms and conditions set out below (“Terms”) apply to the NFT (as defined below) and the associated Art (as defined below) created, developed or distributed by Pixelation Labs Pte. Ltd. (the “Company”). These Terms are in addition to any other policies and guidelines that the Company may make available on the Website from time to time.

The Website will state whether the Art associated with the NFT is a Company content. If you own a NFT and hold it in one (1) digital wallet address for at least 30 consecutive calendar days, you are eligible to download the Art Source Code (as defined below) from a link specified by the Company, subject to your agreement to these Terms.

You are deemed to agree to these Terms when you Purchase or Own any NFT associated with the Art (whether through the Website or by acquiring any NFT from any previous owner of the NFT). These Terms form an agreement and define the contractual relationship between the lawful owner of the NFT and the Company.  If you do not accept and agree to any of the Terms, you should refrain from acquiring the NFT.

“Art” means any design, specific artwork, image, video, content and drawings from the Company or created, developed, distributed by the Company that is associated with an NFT that you Own.

“Art Source Code” means the source code of the Art.

"NFT" means any blockchain-tracked, non-fungible token, such as those conforming to the [ERC-721 standard].

“Other Art” means any design, specific artwork, image, video, content and drawings from the Company or created, developed, distributed by the Company that is associated with an NFT other than an NFT that you Own.

“Own” or “Purchased” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired or received from a legitimate source, where proof of such purchase or ownership is recorded on the relevant blockchain applicable to the NFT.

“Skins” or “Extensions” means designs that are intended for use as extensions or overlays to the Art, and does not permanently or irreversibly modify the underlying Art.

“Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.

“Website” refers to https://www.pixelmon.ai/

References to Dollars or currency refers to the lawful currency of the United States of America.

References to “us”, “we” and “our” refer to the Company.

You acknowledge and agree that the Company (or, as applicable, its licensors) owns all equity, legal rights, title and interest in and to the Art, together with all intellectual property rights associated with it. The rights that you have in and to the Art are limited to those described in these Terms. The Company reserves all rights in and to the Art not expressly granted to you in these Terms.

a. Personal Use. Subject to your continued ownership of the NFT (see Section 6) and compliance with the Terms (including Section 4), the Company grants you a limited, worldwide, non-exclusive license to use, copy, and display the Art associated with your Purchased NFTs, along with any Skins or Extensions that you choose to create or use, solely for the following purposes:

• for your own personal, non-commercial Use;
• as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or 
• as part of a third-party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application.

b. Permitted Commercial Use. Subject to your continued ownership of the NFT (see Section 6) and compliance with the Terms (including Section 4), the Company grants you a limited, worldwide, non-exclusive license to use, copy, and display the Art associated with your Purchased NFTs for the purpose of commercializing your own merchandise that includes, contains, or consists of the Art associated with your Purchased NFTs (“Permitted Commercial Use”), provided that such Permitted Commercial Use does not result in you and/or your affiliates receiving or in likelihood or anticipation of you and/or your affiliates receiving more than Ten Thousand Dollars ($10,000) in monies or money equivalent within each calendar year.  

c. Minor Commercial Use. Subject to your continued ownership of the NFT (see Section 6), compliance with the Terms, and payment of 25% of the total monies or money equivalent received and/or to be received by you and/or your affiliates as royalty to the Company, the Company shall grant you a limited, worldwide, non-exclusive, non-transferable license to use, copy, and display the Art associated with your Purchased NFTs for the purpose of commercializing your own merchandise that includes, contains, or consists of the Art associated with your Purchased NFTs (“Minor Commercial Use”), where the Minor Commercial use is more than the threshold of Permitted Commercial Use under Section 3b(ii) but does not result in you and/or your affiliates receiving or in likelihood or anticipation of you and/or your affiliates receiving more than Two Hundred and Fifty Thousand Dollars ($250,000) in monies or money equivalent within each calendar year.

You must submit a written declaration (in a form acceptable to the Company at its sole discretion) through the Discord Channel of Pixelmon created and moderated by the Company, as before the Minor Commercial Use, and arrange payment accordingly.

D. Other Commercial Use: You may obtain a separate license from the Company, subject to the eligibility criteria and various terms and conditions set out therein for all use that is not a Personal Use, Permitted Commercial Use or a Minor Commercial Use.

You must send an email to the Company at finance@liquidx.studio at least twenty (20) calendar days prior to the start of the Other Commercial Use, with the phrase “NFT License – Other Commercial Use” in the subject line, requesting a discussion with the Company regarding entering into a broader license agreement or obtaining an exemption (which may be granted or withheld in the Company’s sole and absolute discretion).

You agree that you may not, nor permit any third party to do or attempt to do any of the following without the Company’s express prior written consent in each case: 

• create derivatives of or modify the Art associated with your Purchased NFT in any way that will result in your Art becoming confusingly similar to Other Art;
• use the Art associated with your Purchased NFTs to distribute, advertise, market, or sell any third-party product or service; 
• use the Art associated with your Purchased NFTs in connection with images, videos, or other forms of media or any manner that depict or constitute or promote pornography, racism, discrimination, 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 be otherwise objectionable or inappropriate as determined by the Company in its sole discretion; 
• use the Art associated with your Purchased NFTs in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in Section 3 above;
• use the Art associated with your Purchased NFTs in any manner whatsoever which the Company determines (in its sole and absolute discretion) is or is likely to cause and/or contribute to (whether directly or indirectly) any loss or reputational harm to the Company and/or its business;
• sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise distribute or commercialize merchandise that includes, contains, or consists of the Art associated with your Purchased NFTs, except as expressly permitted in Section 3; 
• attempt to trademark, copyright, or otherwise acquire or derive additional intellectual property rights in or to the Art associated with your Purchased NFTs; 
• separate, modify, delete or in any manner obfuscate these Terms that is embedded (or linked) in the NFT and/or the Art source code; 
• in any manner decouple the Art from the NFT; 
• otherwise utilize the Art associated with your Purchased NFTs for your or any third party’s commercial benefit. To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property from another party), you understand and agree as follows: 
  • that you will not have the right to use such Third-Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein;
  • that the Permitted and Minor Commercial Use license in Section 3 above will not apply; 
  • that, depending on the nature of the license granted from the owner of the Third-Party IP, the Company may need to pass through additional restrictions on your ability to use the Art; and 
  • to the extent that the Company informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of these Terms; or 
• use the Art or exercise any of your rights in these Terms in any manner or activity that:
  • is not expressly authorised in these Terms; or
  • breaches any applicable laws, regulations, guidelines, code, rule, policy, and other legislative measures or decisions having the force of law.

The restrictions in Section 4 will survive the expiration or termination of these Terms.

Subject to the Terms and any other terms and conditions applicable to a specific NFT, you may transfer the NFT to a third party PROVIDED ALWAYS that the following conditions are satisfied or fulfilled:

• the transfer is through an application, platform or marketplace that cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, or through a cryptocurrency wallet to another cryptocurrency wallet;
• these Terms are transferred together with the NFT and its associated Art with legally recognized form of acceptance of the Terms by the transferee;
• you shall not transfer or make available the Art Source Code to the transferee; 
• the transfer is undertaken in compliance with all applicable laws, regulations, guidelines, code, rule, policy, and other legislative measures or decisions having the force of law; and
• the transfer conforms to the technical standards, such as those conforming to the ERC-721 standard.

a. License period. The license granted in Section 3 above applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 3 will immediately expire with respect to those NFTs and associated Art without the requirement of notice, and you will have no further rights in or to the Art associated with those NFTs (including the Art Source Code) and the NFTs. The expiry or termination of these Terms does not extinguish any accrued rights that the Company may have.

b. Provision of information; Notices. You shall co-operate with the Company and comply with the Company’s requests (including the provision of any relevant documents, books and records) made in respect of any enforcement of these Terms, verification of information in connection with these Terms and/or any anti-money laundering, anti-corruption, identity checks or such other requirements under applicable laws.

Any notice or other communication in connection with the Terms shall be sufficiently given or served by the Company to you if delivered to your cryptocurrency wallet address, your Discord account or your Twitter account.

c. Breach. If you exceed the scope of the license grant in Section 3 without entering into a broader license agreement with or obtaining an exemption from the Company, and/ or you in any way violate the Terms:

• you are in breach of the Terms;
• the Company is entitled to damages and to such additional reliefs including injunctions and specific actions; 
• in addition to any remedies that may be available to the Company at law or in equity, the Company may immediately terminate the Terms, without the requirement of notice or compensation. 

d.  Indemnity.  In any event, you shall indemnify and hold harmless the Company from and against any and all claims, demands, liabilities, damages, costs and expenses arising out of or in connection with your use of the Art or any breach of the Terms and/or enforcement of the Terms against you.

e. Waiver. No exercise or failure to exercise or delay in exercising any right, power, privilege or remedy provided by law under or pursuant to these Terms shall impair such right, power, privilege or remedy or operate to be construed as a waiver or variation of thereof or preclude any other or further exercise at any subsequent time and no single or partial exercise of any right, power, privilege or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy.
‍
Any waiver of a breach of any provision of these Terms shall not be considered as a waiver of any preceding or subsequent breach of the same or any other provision hereof.

f. Governing Law & Dispute Resolution. These Terms shall be governed by, and construed in accordance with, the laws of Singapore, without regard to conflicts of laws principles to the contrary. Subject to the next paragraph, all disputes arising from these Terms shall be resolved by arbitration in Singapore through SIAC in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore.  The Tribunal shall consist of one (1) arbitrator.

You agree that nothing contained in this clause shall affect the right of the Company to serve process in any other manner permitted by requirements of Law or commence legal proceedings or otherwise proceed against you in any other jurisdiction or forum.  You agree to waive, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions or forum.  For clarity, no part of this clause shall be interpreted to limit the election to only one jurisdiction or forum.