Japanese / English
These terms and conditions (the “Terms of Use”) constitute a legally binding agreement between you (also referred to herein as “You”, “Your” or “User”) and Kulture Inc. (“Kulture”, “we” or “us”), governing Your purchase of NFTs as part of the NFT sales and related services (the “NFT Service” or “our NFT Service”) specified and provide on https://kulture.jp/pre_launch_nft (including websites (but only those managed by us) linked from the above URL, the “Website”). By entering into this NFT Service, You are deemed to have agreed to be bound by these Terms of Use, all of the terms incorporated herein and all of the terms of Service included as part of OZONE NETWORKS, INC D/B/A OPENSEA (https://opensea.io/tos) (the “OpenSea Terms of Service”). If you do not agree to these Terms of Use, or the OpenSea Terms of Service, you must not enter into our NFT Service.
Please read these Terms of Use carefully as they stipulate the rights and obligations of Users and terms and restrictions of contracts regarding the services to be provided by Kulture through the NFT Service. In particular, these Terms of Use are governed by the laws of Japan (See Section 10) and the Tokyo District Court has exclusive jurisdiction in priority to all applicable principles of conflict of laws with respect to any dispute resolution regarding the NFT Service (See Section 10). Please note that Your rights (including the right to a jury trial and the right to class action) under local law, which can be significantly different from the laws of Japan, may well either be completely denied or materially restricted. Also, if the User is a minor, the consent of a person with parental authority or a guardian is required when that User uses the NFT Service.
By entering into these Terms of Use, and/or by You participating in our NFT Service, You expressly acknowledge that You have read and do fully understand these Terms of Use (including the dispute resolution provisions in Section 10) and accept all of its terms. WE HEREBY EXPRESSLY DRAW YOUR ATTENTION TO THE FACT THAT THESE TERMS OF USE CONTAIN HIGHLY TECHNICAL TERMS RELATING TO, AMONG OTHER THINGS, CERTAIN TECHNLOLGIES AND CONCEPTS THAT HAVE RECENTLY BEEN CREATED, INVENTED OR INTRODUCED, ON WHICH YOU ARE RESPONSBILE TO CONSULT PROFESSIONAL ADVISORS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, OR IF YOU DO NOT UNDERSTAND ANY PART OF THESE TERMS OF USE, YOU MUST NOT PARTICIPATE IN THE NFT SERVICE.
The NFT Service constitutes a “standardized transaction” prescribed in Article 548-2, paragraph (1) of the Civil Code of Japan and these Terms of Use constitute a “standardized form contract” prescribed in that paragraph. Kulture may amend these Terms of Use without notice to the Users under the provisions of Article 548-4 of the Civil Code of Japan by making (1) the fact that these Terms of Use will be revised, (2) the contents of the Terms of Use as after the amendment, and (3) the timing of that amendment taking effect, known on the Website or by another appropriate method. If, in the reasonable opinion of Kulture, any such amendment will have a significant impact on the Users, Kulture shall notify the Users within a reasonable period in advance.
If You are a minor, the consent of a custodian of Your interests such as a person with parental authority or a guardian (“Guardian, etc.”) is required when You participate the NFT Service, and it will be deemed that the consent of a Guardian, etc. under the laws applicable to You has been obtained at the time of the application for participation by You. In that case, the Guardian, etc. will be deemed to have consented, as at the application for the NFT Service, to the contents of these Terms of Use and Your participation of the NFT Service.
“Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in or to which You acquire Licensed Rights.
“Name and Likeness” means names, nicknames, images, likenesses, marks, created works, trade dress colors, trade dress designs, and/or all other intellectual properties of Kulture or Kulture Parties.
“NFT” means any blockchain-tracked, non-fungible token. NFTs may and may not bear Art incorporated therein.
“Licensed Rights” with respect to an NFT means Your rights to a Licensed NFT of which You are the (then) current rightful licensee and which You acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
“Licensed NFT” means an NFT which You successfully purchased through our NFT Service.
“Kulture Parties” means Kulture, and each of its parents, subsidiary and affiliate (as such term is defined under Section 8.8 of Ordinance on the Terminology, Forms and Preparation Methods of Financial Statements, etc. of Japan), and each of their respective officers, directors, members, affiliates, agents, attorneys, licensees, licensors, contractors and employees.
“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.
You are deemed to have acknowledged and agreed that Kulture and the Kulture Parties (or, as applicable, its licensors) own all legal right, title and interest in and to the Art and Name and Likeness, and all intellectual property rights therein and thereto. The rights, title and interest that You have in and to the Licensed NFT and Art are strictly limited to those expressly stated in Section 3 of these Terms of Use, which are contractual rights rather than property rights or other proprietary rights. Kulture and the Kulture Parties and their licensors reserve all rights and ownership in and to the Licensed NFT, Name and Likeness, and Art not expressly granted to You in Section 3 of these Terms of Use.
All purchases of Licensed NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of Your decision to terminate usage of the Licensed NFT (regardless of the reason for, or the nature of, termination), any disruption to the operations of any components of the Licensed NFT, or any other reason whatsoever; except when Kulture expressly stated otherwise in writing.
(a) Your Licensed Rights. You are deemed to have acknowledged and agreed that the Licensed NFTs are made available solely for entertainment purposes. Without limiting the foregoing and subject to Your continued compliance with these Terms of Use (and the Opensea Terms of Service), Kulture grants You a worldwide, non-exclusive, non-transferable (except as expressly provided below in Section 3 (b)), royalty-free license (meaning a license that accrues no royalty) to display the Art for Your Licensed NFTs, solely for Your own personal, non-commercial use.
(b) Permissible Transfers of Your Licensed NFT. You have the limited right to transfer the Licensed NFT; provided that: