These terms and conditions (these “Terms”) establish the terms and conditions relating to, among others, the licensing of intellectual property rights in relation to NFTs using the ERC-721 token standard (the “NFTs”) sold by graniph inc. (“graniph”). The NFTs contain metadata that are associated with digital art created by graniph (the “NFT Art”).
The purchase of the NFTs shall not automatically grant any intellectual property rights or licenses to the holder (the “Holder”) in connection with the NFT Art relating to such NFTs. The Holder shall agree to these Terms in order to be granted the right to use the NFT Art.
By acquiring, using or transferring the NFTs or utilizing the NFT Art for any purpose, the Holder shall be deemed to have agreed to these Terms.
Individuals and entities who become Holders through secondary distribution via Opensea (https://opensea.io/ja) shall also comply with these Terms.
Any person who purchased or otherwise acquired the NFTs relating to NFT Art sold prior to the date of establishment of these Terms shall also be deemed to have agreed to these Terms.
Article 1 (NFT Art).
- The NFT Art relating to the NFTs is separate and distinct from the NFTs and is not sold or otherwise transferred to the Holder.
- All copyright, proprietary rights, and any other title in and relating to the NFT Art are owned by graniph, except for the rights expressly granted to the Holder in accordance with Article 2 of these Terms.
Article 2 (License).
- Subject to the Holder's lawful acquisition and possession of the NFTs and the Holder's compliance with these Terms, graniph grants to the Holder a non-exclusive, non-transferable (unless otherwise expressly provided in these Terms), non-sublicensable, worldwide, royalty-free, limited license (the “License”) to use the NFT Art for personal, non-commercial purposes.
- The License granted to the Holder shall be immediately terminated without notice if any of following occurs:
- If the Holder sells, transfers or otherwise disposes of the NFTs or ceases to hold the NFTs for any reason whatsoever;
- If the Holder breaches these Terms or violates applicable laws, regulations, guidelines, etc.; or
- If graniph reasonably determines that it would be unreasonable to continue granting the License to such Holder.
Article 3 (Prohibited Activities).
The Holder shall not, for any reason whatsoever and without graniph's prior written consent, engage in any of the following activities or cause any third party to engage in any such activities:
- Modify or change the NFT Art in any manner, including, without limitation, changing or modifying the name, shape, design, drawing, attributes, or color scheme.
- Use the NFT Art as a brand or trademark of the Holder or any third party, or for the purpose of advertising, marketing, or selling any products or services of the Holder or any third party.
- Use the NFT Art in connection with any text image, videos, or any other form of media in a manner that promotes hatred, intolerance, violence, cruelty, or any hate speech or material that could reasonably be determined to infringe the rights of others, drugs or supplements, death, pornography or other “adult-oriented” products, or sexually explicit language or activities, adult entertainment establishments, prostitution, dating or escort activities, weapons, ammunition, or any content that may be reasonably be determined to be associated with defamation, libel, or discrimination against individuals based on race, nationality, gender, religion, disability, ethnicity, sexual orientation, gender identity, age, medical history or conditions, political activities or for political reasons.
- Use the NFT Art in films, videos, any form of social media, or other media, except for the sole purpose of the Holder's personal, non-commercial use.
- Sell or otherwise provide any products that use or contain the NFT Art for commercial purposes or any other commercial activity.
- Attempt to register any trademark, design right, copyrights, or any other rights in or to the NFT Art.
- Use the NFT Art in any manner that may violate applicable laws, regulations, guidelines, etc.
Article 4 (Transfer).
Holders may transfer the NFTs to a third party (the “Transferee”), provided that the following conditions are met:
- The transfer of NFTs shall be made through Opensea or marketplaces as separately designated by graniph (the “Designated Marketplaces”);
- The Holder and the Transferee shall comply with the terms and conditions of Opensea and the Designation Marketplaces;
- The Holder and the Transferee shall comply with these Terms;
- The Holder and the Transferee shall comply with any applicable laws, regulations, guidelines, etc.;
- The Holder shall pay to graniph an amount determined by such means graniph deems appropriate in connection with the transfer of the NFTs to the Transferee, either on Opensea or on the Designation Marketplaces;
- Prior to any transfer of the NFTs to the Transferee, the Holder shall notify the Transferee in writing or by email of the existence of these Terms, provide the Transferee with an opportunity to review these Terms, and obtain the consent of the Transferee to these Terms; and
- The Transferee shall not be located in a country that is subject to a government embargo or that a government has designated as supporting terrorism, or that is on any government's restricted or denied parties list.
Article 5 (No Warranty).
The Holder hereby acknowledges and understands the risks associated with blockchain technology and NFTs, agrees to assume such risks by holding the NFTs, and agrees to comply with the following:
- graniph makes no warranties whatsoever, express or implied, regarding the availability of the NFT Art;
- The Holder hereby acknowledges and agrees that the price and market for blockchain assets are highly volatile, and that fluctuations in the price of other digital assets could materially and adversely affect the value of the NFTs. The Holder further acknowledges and agrees that graniph makes no warranties that the NFTs will have or retain any value; and
- The Holder hereby acknowledges and agrees that NFTs involve, but are not limited to, risks of hardware, software and Internet connection failures; risks of failure or outages of the Ethereum platform; risks of unauthorized access by third parties to the information stored in the Holder's digital “wallet” or elsewhere, and graniph assumes no liability whatsoever for such risks.
Article 6 (Compensation for Damages).
- If the Holder breaches any provisions of these Terms or causes damage to graniph for reasons attributable to the Holder, the Holder shall indemnify graniph for any such damage (including reasonable attorneys' fees) incurred by graniph.
- graniph shall not be liable for any incidental, special, exemplary, or consequential damages, including but not limited to loss of profits, revenue, savings, business opportunity, data, or goodwill, service interruption, or damage due to computer damage or system failure, arising from or in connection with the use of or inability to use or interact with the NFTs or NFT Art. Such limitation of liability shall apply to the maximum extent permitted by law, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and graniph shall not be liable for damages notwithstanding that graniph has been notified of the possibility of such damage. Notwithstanding the foregoing, in no event shall graniph's total liability under these Terms exceed the amount paid by the Holder to graniph for the NFTs. However, this paragraph shall not apply if graniph is found to have acted in bad faith or with gross negligence.
Article 7 (No Transfer).
- Unless otherwise provided in these Terms, the Holder may not assign or otherwise transfer any of its rights, delegate, or otherwise transfer any of its obligations or performance under these Terms. Any purported assignment, delegation, or transfer in breach of this Article shall be null and void.
- Notwithstanding the preceding paragraph of this Article, graniph may freely assign or otherwise transfer all or part of its rights, or delegate or otherwise transfer all or part of its obligations or performance under these Terms.
Article 8 (Exclusion of Antisocial Forces).
- The Holder hereby represents and covenants to graniph that it does not and will not constitute an organized crime group, an organized crime group-related company, a member of an organized crime group, a quasi-member of an organized crime group, a corporate racketeer, a group engaging in criminal activities under the pretext of conducting social campaigns, a group engaging in criminal activities under the pretext of conducting political campaigns, a special organized crime group specialized in intellectual crimes, or any other antisocial force (collectively, “Antisocial Forces”) as of the date of establishment of these Terms and thereafter, and that it will not fall under any of the following in the future:
- The Holder maintains a relationship that is found to be one in which Antisocial Forces controls its management;
- The Holder maintains a relationship that is found to be one in which Antisocial Forces are substantially involved in its management;
- The Holder maintains a relationship in which it is found that it is utilizing Antisocial Forces for its own interests or the interests of a third party;
- The Holder maintains a relationship in which it is found that it is involved in providing benefits to Antisocial Forces such as by providing funds or giving favourable treatment; or
- The Holder's representative, responsible personnel, or those substantially involved in its management maintain an unethical relationship with Antisocial Forces.
- The Holder represents and covenants to graniph that it will not commit any of the following whether directly or through a third party:
- Make violent demands;
- Make unreasonable demands beyond the scope of legal responsibility;
- Use intimidating words or actions, or violent acts and behavior in connection with transactions;
- Engage in any act of damaging the credibility or interfering in the business of graniph by disseminating false rumours or by using fraud or force; or
- Engaging in any act equivalent to any of the foregoing.
- If the Holder breaches any of preceding two paragraphs of this Article, the License granted to the Holder shall be immediately terminated without notice or demand. In such case, graniph shall not be liable for any damages incurred by the Holder due to such termination.
Article 9 (Governing Law and Dispute Resolution).
- These Terms shall be governed by and construed in accordance with the laws of Japan.
- The Tokyo District Court or the Tokyo Summary Court shall have non-exclusive jurisdiction at first instance over any and all disputes arising out of or in connection with these Terms.
Date of Establishment: May 5, 2023