📜Himalaya Terms

Your Gateway to Possessing and Enriching Himalaya

1. LICENSE GRANTING TERMS

We have a set of 7,777 distinctive digital collectible digital art characters, represented by non-fungible tokens (NFTs), also known as “Himalaya NFTs” or “Himalaya Collectables” which are minted through a smart contract deployed on the unique blockchain address at Ethereum blockchain (the "HimaLabs Smart Contract") by HimaLabs. These terms (the "Terms") represent a legally binding agreement between HimaLabs ("HimaLabs”, "we," or "us") and any owner of a Himalaya Collectable (also known as "you" or "Owner"), governing the rights and obligations of the parties regarding HimaLabs Non-Fungible Tokens.

2. DEFINITIONS AND EXPLANATIONS

On our website, the following terms shall have the following meaning:

1. “Agreement” or “License Agreement” means the acceptance and acknowledgment of this document by the Owner of Himalaya Collectables.

2. “Blockchain” unless otherwise mentioned Blockchain shall mean the Ethereum network.

3. “HimaLabs Copyrights” HimaLabs copyrights refer to the exclusive legal rights granted to the creators or owners of original works, such as literary, musical, and artistic creations. In the context of the given statement, HimaLabs copyrights specifically refer to the trade names, brands, trade dresses, and trademarks owned by HimaLabs. The statement mentions that the license does not grant any rights to these copyrights, which are reserved exclusively for HimaLabs.

4. “Himalaya Collectables” or “HimaLabs NFTs”. HimaLabs non-fungible tokens (NFTs) are unique digital assets that are indivisible and have unique characteristics that distinguish them from each other. Each HimaLabs NFT is a distinct item that cannot be replicated or exchanged for something else, unlike fungible tokens like cryptocurrencies, which are interchangeable with one another. HimaLabs NFTs may be digital art, collectibles, or other types of digital assets that are stored on a blockchain network, providing a secure and verifiable record of ownership and provenance.

5. “NFT”. Unless explained otherwise NFT shall only mean the Himalaya Collectables.

6. “Platform” means the website of HimaLabs (https://himalayainc.io).

7. “Service” means the service attainable through our website in any perceivable form.

8. “Smart Contracts” are the programs that run on the blockchain after certain conditions are met.

9. “Owner” means anyone who is registered on our website. This includes buyers, users, NFT owners, members, clients and customers of HimaLabs.

10. The terms "include," "includes," "including," and "such as" in these Terms will be construed to mean "without limitation

3. OWNERSHIP

a. Himalaya Collectable.

If you own a Himalaya Collectable and have it stored in a digital wallet that is recognized by the HimaLabs Smart Contract, then you have the exclusive right to hold, sell, transfer, and make blockchain transactions involving that particular Himalaya Collectable ("Himalaya Collectable"). HimaLabs has no authority to take over, freeze, or change the ownership of any Himalaya Collectable, except for the ones that they own

b. Trademarks and Copyrights.

HimaLabs has ownership of all intellectual property related to the Himalaya Collectable, including copyrights, trademarks, and other intellectual property rights ("IP"). However, they grant you a License to use your Himalaya Collectable for as long as you possess it.

Any derivative work based on your Himalaya Collectable, created during the License Term, is owned jointly by you and HimaLabs. You own all rights, titles, and interests in the derivative work, while HimaLabs retains copyright to the original Himalaya Collectable. Your use of any derivative work is subject to these terms, and any use after the License Term may require a license from the current owner of the Himalaya Collectable.

c. Utility.

Ownership of a Himalaya Collectable may offer you utility, benefits, or entitlements, collectively referred to as "Utility," but HimaLabs does not guarantee any Utility that may be offered. Any Utility may be subject to additional terms and conditions, and HimaLabs will not be responsible for any Utility offered by third parties. These Terms only grant Utility as specifically provided in the License.

4. GRANT OF LICENSE

Upon lawfully acquiring a Himalaya Collectable and for the duration of ownership (as recorded by the HimaLabs Smart Contract) (the "License Term"), and subject to acceptance and compliance with these terms, HimaLabs grants an exclusive, royalty-free, further licensable license to reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, and otherwise use and exploit the Himalaya Collectable associated with the NFT ("License"). The License is intended to be broad, allowing for both commercial and non-commercial uses of the Himalaya Collectable in any and all media, existing now or invented later, subject only to the restrictions outlined below.

4.1. Restrictions and Reservations.

a. Scope of the Himalaya Collectable License

The License applies only to the complete selection and arrangement of all base layers, features, attributes, and other elements that comprise the Himalaya Collectable. While the License permits the creation and exploitation of Derivative Works, it does not grant rights to any individual element of the Himalaya Collectable, nor does it allow for the exploitation of any individual element separate and apart from the Himalaya Collectable. For example, the License permits the creation of three-dimensional renditions of the Himalaya Collectable and the addition of new clothing but does not allow the extraction of individual features (e.g., hair, accessories) for use in a separate work.

b. Limitations of the Himalaya Collectable License

The License does not grant any rights to HimaLabs' (or any other) trade names, brands, trade secrets or trademarks, all of which are expressly reserved to HimaLabs ("HimaLabs Copyrights"). By accepting these Terms, you agree that any copyrights related to HimaLabs purportedly acquired by you, along with any associated goodwill, will automatically, immediately, and at your expense be assigned to HimaLabs. The HimaLabs Copyrights do not include the Himalaya Collectable, in which you may acquire trademark rights through the exercise of your License rights in accordance with these Terms and applicable law.

c. Trademark Registration Requirements for the Himalaya Collectable: Limitations on Basis and Use in Commerce

Any application to register a trademark in the Himalaya Collectable must occur during the License Term and be based solely on the actual use of the Himalaya Collectable in commerce and solely for the goods or services in connection with which the Himalaya Collectable has been used in commerce in the applicable jurisdiction as of the date of the application. As such, you may not seek to register a trademark in the Himalaya Collectable on an "intent to use" basis or where you have not used the Himalaya Collectable in commerce.

4.2. Limitations

a. The Himalaya Collectable may not be used in a manner that expresses hate or encourages violence toward a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability.

b. The Himalaya Collectable may not be used in a manner that violates applicable law.

c. All rights not expressly granted herein are reserved by HimaLabs.

4.3. Granting a License to HimaLabs: Use and Display of Your Himalaya Collectable for Promotional Purposes

By submitting your Himalaya Collectable, you grant HimaLabs an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, and sublicensable license to publicly display and use your Himalaya Collectable in connection with other Himalaya Collectable to promote or exhibit the entire HimaLabs’ NFT collection.

5. ENFORCEMENT

a. All HimaLabs NFTs and Himalaya Collectables Owners may use the “HimaLabs© 2023” as the copyright notice for their collectibles. Subject to your compliance with these Terms, you may include a copyright notice identifying you or another person you designate as the copyright owner of any Derivative Work created during the License Term, provided that you also include the HimaLabs copyright notice.

b. Copyright registrations. In order to register a copyright for your Himalaya Collectable, you must acknowledge "HimaLabs, Inc." as the owner of the copyright for the Himalaya Collectable. However, if you are registering a copyright for a Derivative Work, you may designate yourself or another person as the copyright owner, but you must still acknowledge your Himalaya Collectable as the preexisting work on which the Derivative Work is based.

c. Disputes among owners. HimaLabs is not responsible for resolving any disputes that may arise between owners of Himalaya Collectable.

6. TRANSFERS

6.1. No Decoupling

Ownership of a Himalaya Collectable and the License are not separable in any way, except as expressly provided herein. You cannot engage in any transaction or activity that purports to decouple the license from your Himalaya Collectable.

6.2. Termination of License

When your Himalaya Collectable is transferred to a new owner, as indicated by the HimaLabs Smart Contract, the following will occur: (i) your License will be terminated immediately and automatically; (ii) you must stop using your Himalaya Collectable as a trademark or source identifier; and (iii) any trademark and registration obtained through your use of the License will be considered abandoned unless they are transferred to the new owner through a separately negotiated written agreement.

6.3. Published Derivative Work Related with Himalaya Collectable

If you produce a work using your Himalaya Collectable and make it accessible to the public during the License Term, you may continue to utilize and profit from that published Himalaya Collectable derivative work under these Terms following the License Term, subject to specific conditions. For instance, you are allowed to continue selling any existing inventory of merchandise that showcases your Himalaya Collectable, which was manufactured and made available for sale during the License Term. However, you are prohibited from producing or distributing any new merchandise or inventory that features the Himalaya Collectable without a license from the new owner.

7. OWNER'S REPRESENTATIONS AND WARRANTIES

You represent and warrant that you:

a. are over 18 or over the age of majority;

b. have the legal capacity to enter into these Terms;

c. will only use and interact with any Himalaya Collectable and Himalaya Collectable in accordance with these Terms; and

d. will comply with all applicable laws in the exercise of your rights

8. WARRANTY DISCLAIMERS

The Himalaya Collectables and any art related to the Himalaya Collectables are provided without any warranty and "as is" and "as available". HimaLabs explicitly disclaims any express or implied warranties, including but not limited to merchantability, fitness for a specific purpose, quiet enjoyment, and non-infringement. HimaLabs does not have control over any transfer of ownership that may occur on the decentralized ledger of the Ethereum blockchain.

HimaLabs will not be responsible or liable for any loss related to any Himalaya Collectables. HimaLabs is not accountable for any use or inability to use any Himalaya Collectable, including losses, damages, or claims arising from user errors, software or hardware behavior or output, data loss or corruption, issues with blockchain networks or wallets, unauthorized access, or the acts or omissions of any third party. In some jurisdictions, implied warranties cannot be excluded from consumer contracts, so the above exclusion may not apply to you.

The Owner acknowledges all risks associated with Himalaya Collectables, including that the use of a Himalaya Collectable is at their own risk, and HimaLabs is not responsible for verifying or providing information on how a Himalaya Collectable or its art has been exploited. The Owner is solely responsible for determining what taxes apply to such transactions, and HimaLabs is not responsible for determining or paying any taxes. Transactions involving Himalaya Collectables depend on third-party or decentralized platforms, systems, or marketplaces, and HimaLabs is not responsible for them. HimaLabs provides links or access to third-party platforms, sites, or other resources for convenience purposes only and is not responsible for the content, products, or services on or available from those third parties or through any content displayed thereon.

9. INDEMNIFICATION

Owner must protect and indemnify HimaLabs, its licensors, affiliates, representatives, and service providers, including their officers, directors, employees, and agents (collectively "Indemnified Parties"), against any claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, expenses, and other similar results or occurrences (including attorney's fees) that arise from any third party claim or legal action relating to the use or access of Himalaya Collectables, whether or not the person making the claim personally purchased a Himalaya Collectable. Owner must notify HimaLabs and obtain their written approval before hiring any counsel to defend a claim related to (a) the use of any NFT marketplace or third-party services or products, (b) the breach or alleged breach of these Terms, (c) the exercise or attempted exercise of the License, or (d) the actual or alleged violation of applicable law. If requested, Owner must allow HimaLabs to participate in the defense of any such claims. Owner cannot settle or compromise any claim or litigation or admit to any liability without HimaLabs' prior written consent.

10. LIMITATION OF LIABILITY

The Indemnified Party is not responsible for any damages or losses that may arise from the use of Himalaya Collectables, and their liability is limited to €100. The owner acknowledges this limitation by purchasing or owning a Himalaya Collectable.

11. ARBITRATION AND DISPUTE RESOLUTION

Any dispute arising out of or relating to these Terms or the use of the Himalaya Collectables must be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. Each party waives the right to a trial in court and/or by a jury. The arbitration will be conducted by the Dutch arbitration rules under the Dutch Arbitration Act of 2015. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of these Terms. The parties agree that any litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration. The parties agree that claims against the other party may only be brought in their individual capacity.

12. AMENDMENTS

HimaLabs has the right to modify or clarify these Terms by publishing a new version publicly, including on HimaLabs’ website or any successor website. This includes but is not limited to amendments.

13. GENERAL TERMS

a. The License is only valid for the Himalaya Collectable recorded on the blockchain designated by HimaLabs, at its sole discretion. The designation will be retroactive, meaning that if any duplicate Himalaya Collectables are created due to a fork or any other event, only the non-fungible token recorded on the Blockchain designated by HimaLabs will be eligible for the License. Any license granted to the owner of a non-fungible token recorded on a blockchain not designated by HimaLabs will be considered void from the start.

b. These Terms will be binding upon the parties and their permitted successors and assigns.

c. Any lag or even the failure to enforce a provision of these Terms or any rights related to the Himalaya Collectables or HibaLabs’ NFTs will not be considered a waiver of such provision or rights.

d. These Terms do not imply the existence of a joint venture or partnership between the parties, and neither party is authorized as an agent or legal representative of the other party. Furthermore, neither party has the right or authority to assume or create any obligation or responsibility, express or implied, on behalf or in the name of the other party. These Terms do not create any third-party beneficiary rights.

e. The parties are required to execute and deliver to each other any other instruments in reasonable, mutually acceptable form and substance and take any other actions reasonably necessary to carry out the intent of these Terms.

f. In the event that any provision of these Terms is found to be partially or entirely invalid or unenforceable, the affected provision(s) will be revised to the minimum extent required to make them valid and enforceable according to the parties' expressed intentions. The arbitrator, court, or government body is authorized to effect these changes.

g. The parties have agreed to conduct their contract electronically, and electronic signatures or any other legally accepted forms of acceptance will have the same weight and effect as original signatures.

h. Section headings are provided for convenience only and do not affect the interpretation of these Terms.

i. Neither party will receive preferential treatment in interpreting these Terms based on being the drafter or for any other reason.

14. NOTICES

The Owner may give notice to HimaLabs by contacting them at [e-mail] and the notice is effective upon receipt.