This NFT License Agreement (hereinafter referred to as the "License Agreement") is a legally binding agreement between Metap Inc (the "Company") and users of the Company application "GensoKishi Online - META WORLD" (the “Application"). By issuing, acquiring or transferring NFTs in the Application, the User is deemed to have agreed to all the terms of this License Agreement.
- ① 'Metaverse' is a generic term for the three-dimensional digital space provided by the Application that can be accessed through the computer network.
- ② 'NFT' is a non-fungible blockchain token issued (minted) in accordance with standards such as the ERC721 and ERC1155. In this document, "NFT" means an NFT issued within the Application.
- ③ 'Wallet' is a software that manages cryptographic asset addresses and private keys used to hold blockchain tokens such as NFTs and cryptographic assets.
- ④ 'Content' means any artwork, images or copyrighted material associated with this NFT, including items, weapons, armor, music, and motion (character behavior). If an NFT is published in association with specific Content, such associated Content shall be referred to as "The Content".
- ⑤ 'Commercial use' means any activity carried out for the purpose of generating revenue, including but not limited to the sale or transfer of NFTs in the market, the creation and sale of goods, the creation of music, art, photographs, films and other works.
- ⑥ 'User' is the Application’s user and a 'Holding User' is a user who has lawfully acquired and holds this NFT.
- ⑦ 'Company' is Metap Inc. and 'Company and partners' means collectively the Company, the Company's parent company, subsidiary companies and affiliates, the Company's business partners and licensees.
2. Grant of License
2.1 The user who acquires this NFT shall be entitled to freely own, sell, transfer or otherwise dispose of this NFT, but such rights shall not include copyright or other intellectual property rights and proprietary rights to the Content associated with this NFT.
2.2 In acquiring this NFT, the User represents and warrants that he/she has the legal capacity to agree to this License Agreement. If the User is a minor or otherwise incapable of performing valid legal acts independently, the User must obtain the NFT with the consent of a legal representative or other person.
2.3 We grant the following licenses to holders who legitimately possess this NFT, subject to the terms and conditions of this License Agreement.
- (i) For NFTs created in collaboration with our partner companies or projects, the Company shall only grant holders the license to use and display the NFTs in the Metaverse, and shall not grant any act of holding, using or displaying the NFTs beyond this, whether commercial or not. Any act of modifying the Content associated with the NFTs or creating derivative works from the NFT is also prohibited.
- (ii) For NFTs NOT created in collaboration with our partner companies or projects, the Company shall grant holders the license to use and display the NFTs in the Metaverse, and also any act of holding, using or displaying the NFTs whether commercial or not. Modifying the Content associated with the NFTs or creating derivative works from the NFT is also admitted. However, the license shall not apply to infringements of copyright or other intellectual property or proprietary rights in the Content.
2.4 We may cooperate with third parties to create NFTs that contain third party copyrights or other intellectual property rights. The license in this clause does not apply to NFTs containing third party content and does not include the right to use, copy, reproduce, display, create derivative works or create new NFTs based on such third-party content, unless we have expressly and in advance agreed otherwise.
3. Issuance of NFTs (Minting)
3-1 The User who issues this NFT in accordance to this License Agreement shall issue the NFT after agreeing that the Company will always be eligible to execue clause 2-3 of Article 2 to the Holding User of this NFT.
3-2 The person acquiring this NFT in accordance to this License Agreement agrees that a portion of the fee paid for acquiring this NFT shall be paid to the User who created this NFT.
3-3 The User may not publish this NFT or the Content for the purpose of or in a manner that encourages harassment, abuse, fraud, racism, hate, vulgar, cruelty, or illegal, defamatory, obscene activities. We reserve the right to restrict the possession, use and distribution of NFTs issued for such purposes.
4. Alterations and derivative works
We authorize the Holding User to modify the Content and create derivative works within the scope of the authorization granted in Article 2. However, the User agrees in advance that the Company and others may modify the Content, create derivative works and update the Content, and may create works that are similar or identical to the modifications, derivative works and modifications of the Content. In addition, the User who has rights to the Content shall irrevocably authorize, on behalf of his/her heirs and successors to the Content, not to make any legal or factual claims nor object to the Company’s right of authorization for this NFT.
5. Transferring NFTs
5-1 When an NFT is transferred by a method recognized by the Company, the rights relating to the possession of the NFT and the rights relating to the Content associated with the NFT are both transferred to the new Holding User. The User cannot transfer the NFT or rights in relation to the Content in any other way than by the transferring of the NFT.
5-2 The User who transfers this NFT agrees that by assigning, purchasing or otherwise acquiring this NFT, the User is deemed to have agreed to the terms of this License Agreement.
5-3 The Holding User may not transfer this NFT to any person located in a country that is subject to the US Government embargo or is designated by the US Government as a terrorist supporting country or is otherwise on the US Government's list of prohibited or restricted parties. The User agrees in advance that if such an assignment is made, the Company may cease trading, retrospectively cancel or take any other action it deems appropriate.
6. Reservation of rights
Any proprietary rights in relation to the NFT and the Content not expressly mentioned in this License Agreement, and also the Company's intellectual property rights, are all reserved to the Company.
7-1 All possession, transfer and use of the NFT and the Contents shall be at the free discretion and risk of the owning user.
7-2 Without limiting the contents of this license agreement, and to the fullest extent permitted by law, we make no warranties, expressed or implied, regarding the rights, merchantability, fitness, legal or factual risks of this NFT and the Content.
7-3 We make no warranties or representations and disclaim all liability and responsibility for:
- (i) The completeness, accuracy, availability, timeliness, originality, security or reliability of the NFT and the Contents
- (ii) The integrity of the continuation, retention, deletion or transfer of the NFT and the Contents
- (iii) The ability of the NFT and the Content to meet the functional requirements envisaged by the User or to be transacted and used without interruption
- (iv) The operation or compatibility with other platforms, applications, devices, blockchains, wallets, hardware or marketplaces
7-4 The NFTs are intended solely for possession and use by the User and do not constitute either securities (under the Financial Instruments and Exchange Law) nor Cryptographic assets (under the law on Funds Settlement).
8. Limitation of liability
8-1 The User agrees that in no event shall we or others be liable for any of the following:
- (i) liability for indirect, special, punitive, incidental, consequential or exemplary damages, whether in contractual liability or in tort. Such exclusion of liability shall not be affected even if we have been advised of the possibility of such damages, irrespective of the cause and whether under this License Agreement or otherwise.
- (ii) Liability for any other claims, demands or damages arising out of or in connection with this License Agreement or the Application.
8-2 The Company’s liability for all damages, regardless of the cause of liability, shall be limited to the amount of the subscription fee received from the User in the month in which the damage occurred.
By entering into this License Agreement and accessing or using this NFT or the Content, the User agrees to indemnify the Company and partners against any and all legal or factual claims.
- (i) The act of using or accessing this NFT or the Contents.
- (ii) The Users act of altering or creating derivative works of the Content.
- (iii) Actions by the User that breach this License Agreement or laws and regulations.
- (iv) Actions by the User that infringe the rights of third parties
- (v) Fraud or other unlawful acts by the User.
10. Additional functions or services
This License Agreement does not grant any rights in respect of any trademarks owned by the Company, including any trademarks that may appear on the NFT or the Contents. The User may not, under any circumstances, remove any intellectual property notices set on the NFT or the Contents by the Company.
12. Modifications to this License Agreement
The Company may modify this License Agreement from time to time. If significant changes are made to this License Agreement, the Company shall choose a reasonable method to inform the User. A User's continued access or use of the NFT or the Content after any modifications are made to this License Agreement shall constitute the User's acceptance of the modified Agreement.
13-1 If a user violates any of the provisions of this License Agreement, all permissions granted by the Company under this License Agreement shall automatically expire.
13-2 Upon the expiration of authorization stated in the preceding paragraph, the user shall lose the rights to the NFT or the Content, and shall immediately cease the use, etc. of the Content that was authorized pursuant to this License Agreement. However, any provisions that by their nature survive the termination of this License Agreement shall survive the termination of this License Agreement. Termination of this License Agreement shall not restrict the exercise of any rights granted to the Company under law.
14. Rights related to this License Agreement
14-1 The Company may freely transfer the rights related to the permissions granted under this License Agreement in its own discretion.
14-2 Users may not assign their rights related to the permissions granted under this License Agreement except in accordance with the terms of this License Agreement or with our prior express written consent.
14-3 Any assignment of this NFT, the Content, or other rights and interests in violation of this License is void under all circumstances.
14-4 No waiver by a party to this License Agreement of any breach or default hereunder shall be deemed a waiver of any prior or subsequent breach or default.
14-5 The parties to this License Agreement agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the legal relations relating to this License Agreement.
15-1 If any provision or part of this License Agreement is found to be invalid or unenforceable, such finding shall not affect the remaining portions, which shall continue to be valid and enforceable in full. The Company and User agree to comply with the intent of such invalid or unenforceable provision or portion and to endeavor to ensure the same effect and agree to be bound by the revised terms and conditions.
15-2 If any provision of this License Agreement, or portion thereof, is found to be invalid or unenforceable in relation to one User, the validity to other Users shall not be affected.
Special provisions for residents of Japan
If the User is a resident of Japan, the following provisions shall apply when applying this License Agreement.
1. Special Provisions on Indemnification for Damages
Articles 8 and 9 of this License Agreement shall not apply in the event that the contract between the user and Company constitutes a consumer contract as defined in the Consumer Contract Act, or in the event of intentional or gross negligence on the part of the Company.
2. Changes to this License Agreement
3 Governing Law and Court of Jurisdiction
This License Agreement, including its formation, validity, interpretation, and performance, shall be governed by and construed in accordance with the laws of Japan.
If any dispute arises between the user and Company in connection with this License Agreement, the Tokyo District Court or the Tokyo Summary Court shall have exclusive jurisdiction as the court of first instance.