NFT Content Terms of Use

1. Scope of Application

  1. These terms of use (these “Terms") apply to the use and rights of the NFT (defined in 2. (2)) issued by DMM Crypto Co., Ltd. (the "Company") on the Seamon Protocol (defined in section 2. (1)). By acquiring, using, transferring the NFT, or by using the NFT Art (defined in 2. (3)), customer is considered to have agreed to these Terms which will form a legally binding agreement between the Users and the Company (this “Agreement”).
  2. If the Company sets individual provisions or additional provisions (collectively, the “Individual Additional Provisions") for the NFT by means such as posting on the site operated by the Company, notifying customer, or other methods specified by the Company, the Individual Additional Provisions also constitute part of these Terms, and if the Individual Additional Provisions conflict with these Terms, the Individual Additional Provisions will prevail.

2. Definitions

  1. In these Terms, "Seamon Protocol" (the "SMP") is a unique ecosystem concept aimed at sustainable economic development and the imagination of new age entertainment services using web3 technology provided by the Company.
  2. In these Terms, the "NFT" refers to a non-fungible token generated and recorded on the blockchain, which is a digital asset that can be used within individual SMP services or bought and sold in marketplaces compatible with the SMP services.
  3. In these Terms, the "NFT Art" refers to metadata associated with the NFT, which is each artwork created by the Company and third parties designated by the Company.

3. Rights

  1. The customer will obtain the right to use the NFT and the NFT Art (which includes the right to reproduce for web publication (Copyright Act, Article 21) and public transmission (Copyright Act, Article 23), the "Right of Use") from Company or a third party designated by the Company, only for the purpose of private and non-commercial use. However, the customer will not have the right to sublicense this Right of Use to third parties.
  2. The copyright and other intellectual property rights of the NFT and the NFT Art are owned or reserved by the Company or those who grants rights to the Company. Unless otherwise provided by the Company, the intellectual property related to the NFT Art and derivative works thereof will not automatically be transferred or granted to the customer holding the NFT by purchasing the NFT.
  3. At of the time when deletion or suspension of use of the customer's SMP Account is made, the NFT and the NFT Art will not be able to be used for any reason. Even if the customer accidentally deletes the SMP Account, the SMP Account cannot be restored. In this case, the Company will not compensate for any damage caused to the customer.

4. Prohibited Activities

  1. The customer shall not commit or have a third party commit any of the activities listed in the following items:
    1. Creating a derivative work by duplicating or reprinting the NFT Art, or transforming, adapting, modifying, or changing it (including modifying or changing the name, shape, design, drawing, attributes, or color scheme) (except when intended solely for private and non-commercial use by the customer);
    2. Using the NFT Art as the brand or trademark of the customer or a third party, or for advertising, marketing, or selling the products or services of the customer or a third party;
    3. Using the NFT Art with any content such as text, images, videos, etc. that is reasonably judged to be hateful, intolerant, violent, cruel, or infringing on the rights of others, or related to drugs or supplements, death, pornography or "adult-only" goods, explicit sexual behavior, sex shops, prostitution, dating, compensated dating, weapons, ammunition, or defamation or discrimination against individuals based on race, nationality, gender, religion, disability, ethnicity, sexual orientation, gender identity, age, medical history, political movement, or political reasons;
    4. Using the NFT Art in movies, videos, SNS, or other media (except when intended solely for private and non-commercial use by the customer);
    5. Selling or distributing for commercial profit goods made using the NFT Art or goods composed of these or conducting other commercial activities;
    6. Attempting to acquire trademark rights, design rights, copyrights, or other rights to the NFT Art;
    7. Using the NFT Art in a way that may violate applicable laws, regulations, guidelines, etc.;
    8. Using the NFT for fraud or other crimes, or for unjust or socially unacceptable purposes;
    9. Unlawfully accessing or attempting to access our network or systems;
    10. Placing excessive load on our network or systems;
    11. Acting to directly or indirectly provoke or facilitate any of the activities in the previous items; and
    12. Conducting any other activities that Company reasonably deems inappropriate.

5. Transfer of NFT

The customer may transfer the NFT to a third party (the "Transferee") if they fulfill all the following items:

  1. The transfer of the NFT is made through a marketplace designated by the Company (the "Designated Marketplace") in principle, by the payment method that is determined by the Company in the way that the Company admits appropriate. Note that a fee determined separately by the Company will be charged for the using of the Designated Marketplace;
  2. If the customer transfers the NFT on a marketplace other than the Designated Marketplace, the customer must agree in advance that the transfer of the NFT may not be possible due to the terms of use, technical specifications, etc. of the third party's marketplace, and that the use, trading, and other transactions of the said marketplace are responsible to the customer, and the Company will not bear any responsibility;
  3. The customer and the Transferee will comply with the terms of use and other provisions, rules of the Designated Marketplace;
  4. The customer and the Transferee will comply with applicable laws, regulations, guidelines, rules set by Company, etc.;
  5. Before transferring the NFT to the Transferee, the customer must notify the Transferee in writing or by email in advance of the existence of these Terms, ensure that the Transferee will have the opportunity to confirm these Terms, and obtain the Transferee's consent to comply with these Terms;
  6. The Transferee will not be located in a country subject to government sanctions or designated by the government as a terrorist-supporting country or listed as a prohibited or restricted party by the government;
  7. Once the Right of Use is transferred to the Transferee by the said transfer, and the customer who transferred it will lose the Right of Use; and
  8. If any of the previous items apply or are likely to apply, the Company may, at the Company’s discretion, stop, cancel or invalidate the listing of the NFT on the Designated Marketplace. In this case, unless Company intentionally or grossly negligently causes damage to the rights holder, the Company will not be responsible for any damage caused by the suspension, cancellation, or invalidation of the listing.

6. No Warranty

The customer will understand the risks associated with blockchain technology and NFTs well, and by holding the NFT, will agree to accept these risks, and agrees to the following items:

  1. The Company will not make any warranty of any kind as to the usability of the NFT Art;
  2. As long as there is a price or market for blockchain assets, such market and prices are extremely volatile, and fluctuations in the prices of other digital assets may have a significant and negative impact on the value of the NFT, and there is no guarantee that the NFT will have or retain value;
  3. NFT has risks such as connection failures, communication failures, malfunctions or stoppages of the Ethereum platform, etc., and unauthorized access to the customer's digital information by third parties, and Company will not assume any responsibility for these causes;
  4. The Company will not assume any responsibility for any trouble etc. arising from the sale, transfer, etc. of the NFT between the customers, and will not impose any burden on Company. If any damage (including reasonable attorney's fees) is caused to the Company due to such trouble etc., the customer must compensate for such damage; and
  5. The Company will not guarantee at all the legality or other legality under foreign laws other than Japanese laws for purchasing, using, etc. the NFT outside Japan.

7. Prohibition of Transfer

Unless otherwise provided in these Terms, the customer may not transfer or assign their rights under these Terms, or delegate or transfer their obligations. Any transfer, delegation or transfer in violation of this article shall be invalid.

The Company may freely transfer or otherwise transfer all or part of its rights under these Terms, or delegate or transfer all or part of its obligations.

8. Amendment of Terms

  1. The Company may amend these Terms without the consent of the customer when the Company admits necessary, and the customer agrees to this in advance.
  2. If the Company amends these Terms, the Company will notify the customer of the fact of the amendment, the content of the amendment, and the date of effect of the amendment by email or other appropriate means timely, and post the amended Terms on the website or other appropriate sites.
  3. The Customer who will not agree to the amendment of these Terms may terminate this usage contract between the Company and such Customer by notifying Company by the procedure separately specified by the Company by the day before the date of effect of the amendment.
  4. By continuing to use the applicable SMP service after the date of effect of the amendment of these Terms, the customer is deemed to have agreed to the amendment.

9. Others

These Terms and the use of the NFT and the NFT Art shall be governed by and construed in accordance with the laws of Japan, without regard to principles of conflicts of laws. Any dispute or claim arising out of or in relation to or in connection with these Terms, which cannot be resolved despite good faith discussions between the Company and the customer, shall be exclusively and finally settled by arbitration in the defendant domicile in accordance with the Arbitration Rules of the International Chamber of Commerce (the “ICC”) in Tokyo, Japan for arbitration which shall be conducted in English language, and accordance with the ICC’s arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both the Company and the customer.

Effective on July 30, 2024, First Edition
DMM Crypto Co., Ltd.

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