Collector Terms

These Collector Terms govern the rights of owners of non-fungible tokens minted on distributed digital ledgers or blockchains (“NFTs”) that contain or correspond to digital artworks (“Artworks”) , which NFTs are first made available through the website operated by Bounce currently located at https://www.letsbounce.gg/ (the “Site,” as further defined in the Terms of Service). Such owners are referred to in these terms as “Collectors.”

If you mint or buy an NFT through the Site, you agree to be bound by these Collector Terms and the Terms of Service, and if you buy or otherwise receive such an NFT from a previous owner, your rights to the NFT and the corresponding Artwork are governed by these Collector Terms and the Terms of Service.

When we say, “Bounce,” “we,” “us” or “our,” we mean Bounce and its affiliates and its and their employees, officers, directors, shareholders, agents, representatives, licensors (including Artists), partners, suppliers and service providers.

1.NFTs vs. Artworks.

If you mint or buy an NFT through the Site, the blockchain will identify your public blockchain address as the owner of the NFT and you will receive a limited license to the corresponding Artwork as described in these Collector Terms. But other than that license, you do not have any rights in the Artwork, all of which rights remain with and are reserved by us. For ease of reference, we refer to NFTs originally minted on or acquired through the Site as “Site NFTs,” and a Site NFT together with the license rights in the corresponding Artwork as a “Digital Item.”

2.License to Artworks.

2.1 PERMITTED COMMERCIAL USE

This license agreement (this “Agreement”) sets out the terms relating to the grant of a license in certain intellectual property in DenDekaDen Spirit Key Avatars, which is a collection of 7,777 digital collectable tokens using the ERC-721 token standard, which is more commonly known as non-fungible tokens (“DenDekaDen Spirit Key Avatar NFTs”). DenDekaDen Spirit Key Avatar NFTs have been minted via a smart contract deployed on the Ethereum mainnet blockchain at address 0xD79e4cc964e5a2C1E400fE5a8488C71D9fD9847E (the “Smart Contract”). DenDekaDen Spirit Key Avatar NFTs contain metadata which are associated with digital art created by Strata (as defined below) (the “Artwork”). For the purposes of this Agreement, the “Licensed NFT Artwork” refers to the Artwork (in its entirety) specifically, directly and identifiably associated with the DenDekaDen Spirit Key Avatar NFT owned by you in totality and not any individual component of the Artwork.

This Agreement, which contains legally binding provisions, is initially entered into between you and Strata, K.K. (“Strata,” “Creator,” “we,” “us,” “our” Address: Kuwano Building 2F, 23-4, Jingumae 6-chome, Shibuya-ku, Tokyo, Japan 150-0001)

Purchasing a non-fungible token does not automatically grant you any intellectual property rights or licenses to any artwork depicted by the non-fungible token. Accordingly, only if you are an individual you agree to enter into this Agreement in order to be granted the right to use the Licensed NFT Artwork. Individuals and entities who subsequently become owners of DenDekaDen Spirit Key Avatar NFTs using a secondary marketplace that supports creator fees automatically enter into this Agreement subject to the verification of ownership of one or more DenDekaDen Spirit Key Avatar NFTs through a process specified by Strata in its sole discretion.

WHEREAS:

A. The Smart Contract maintains a record of which digital wallet is the owner of a specific DenDekaDen Spirit Key Avatar NFT. Accordingly, when you purchase a DenDekaDen Spirit Key Avatar NFT on a secondary marketplace or receive a DenDekaDen Spirit Key Avatar NFT by way of a transfer, your ownership of that specific DenDekaDen Spirit Key Avatar NFT is recorded by the Smart Contract. Holding a DenDekaDen Spirit Key Avatar NFT grants you the non-exclusive right to hold, sell, transfer and carry out blockchain transactions involving that DenDekaDen Spirit Key Avatar NFT (“Your DenDekaDen Spirit Key Avatar NFT”).

B. Strata retains absolute ownership of all intellectual property rights, title and interest in the Artwork of the DenDekaDen Spirit Key Avatar NFTs, including but not limited to copyrights, trademarks, goodwill and other intellectual property rights.

C. You are granted a license on the terms set out in this Agreement to use the Licensed NFT Artwork for as long as you own the relevant DenDekaDen Spirit Key Avatar NFT. As between you and Strata, you own all rights, title and interest in and to any modifications, revisions, adaptations or transformations based upon Your DenDekaDen Spirit Key Avatar NFT during the Term (as defined below) (“Derivative Works”), provided that (i) Strata retains the ownership of all intellectual property rights in the Licensed NFT Artwork; or (ii) your use of any Derivative Works during and after the Term is subject to the terms of the License (as defined below).

D. Holding Your DenDekaDen Spirit Key Avatar NFT may provide you with future utility, provided that your enjoyment of any potential future utility will be subject to the terms of this Agreement.

You and Strata agree as follows:

2.1.1. License.

2.1.1.1 Subject to the terms of this Agreement and provided that you have acquired Your DenDekaDen Spirit Key Avatar NFT lawfully, Strata hereby grants to you during the Term (as defined below) a non-exclusive, non-transferrable, sublicensable, universe-wide, royalty-free license to use the Licensed NFT Artwork in any and all formats and media, by any and all technologies and means of delivery, for any and all purposes whatsoever, including the commercialization (provided that such commercial use does not result in you earning more than JPY 7,777,777 or its equivalent in any other currency in gross revenue in any seven (7) month period directly or indirectly), reproduction, distribution, preparation of the Derivative Works, public display, and otherwise use and exploit the Licensed NFT Artwork (the “License”). For the avoidance of doubt, the License shall grant you limited commercial use of the Licensed NFT Artwork.

2.1.1.2 If your commercial use of the License would result in you, or any third party acting on your behalf, earning more than more than JPY 7,777,777 or its equivalent in gross revenue from any source in any seven (7) month period directly or indirectly, you must (i) notify Strata whenever you are presented with any other opportunities to exploit the Licensed NFT Artwork in the same seven (7) month calendar period; and (ii) obtain written consent from Strata to pursue such opportunities. In any event, if you expect that any commercial use of the Licensed NFT Artwork will exceed such threshold, you will as soon as practicable contact Strata at info@strata.gallery to request a discussion regarding the entry into a license agreement for broader commercial use. Your continued entitlement to the License is conditional upon your compliance with this section 2.1.1.2 and any exploitation of the Licensed NFT Artwork in breach of this section 2.1.1.2 shall constitute wilful infringement of Strata’s intellectual property rights.

2.1.1.3 You agree to allow Strata to, upon request with reasonable notice, audit your commercial use of Strata IP Rights associated with the Licensed NFT Artwork. In connection with such audit, you agree to carry out all acts and produce all documents as reasonably requested by Strata. Such audit shall be at Strata’s own cost and expense.

2.1.1.4 Except as expressly provided herein, ownership of a DenDekaDen Spirit Key Avatar NFT and the License are not separable in any way. You may not engage in any transaction or activity that purports to decouple the License from Your DenDekaDen Spirit Key Avatar NFT.

2.1.1.5 The License is subject to, and conditional upon your continued compliance with, the following restrictions and qualifications:

(a) The License extends only to the Licensed NFT Artwork. Therefore, while the License allows you to create and exploit the Derivative Works, the License does not grant you rights in any individual element (such as the features, attributes, properties, or traits) of Your DenDekaDen Spirit Key Avatar NFT or the Licensed NFT Artwork or a license to exploit any individual element separate and apart from Your DenDekaDen Spirit Key Avatar NFT (such as the features, attributes, properties, traits and other elements of other DenDekaDen Spirit Key Avatar NFTs).

(b) The License does not grant you any rights in or to any trade names, logos, brands or trade marks of Strata or any of its affiliates or its partners (“Creator Brand IP Rights”), all of which are expressly reserved to Strata, its respective affiliates, and its partners. This means that to the extent that the Licensed NFT Artwork contains any Creator Brand IP Rights, you will need to blur or edit out such Creator Brand IP Rights prior to any use of the Licensed NFT Artwork unless you receive additional written permission from Strata. You hereby agree that any Creator Brand IP Rights you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to Strata or an affiliate designated by Strata.

(c) The License does not grant you any rights to use the business name of “DenDekaDen Spirit Key Avatar“ or any other business name of Strata and its affiliates, all of which are exclusively reserved to Strata, its affiliates, and its partners. The License does not grant you any right to represent yourself as being associated with Strata or any of its affiliates or its partners in any capacity. Specifically, nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between you and Strata, and neither you nor Strata will have authority to contract for or bind the other in any manner whatsoever.

(d) You may not use the Licensed NFT Artwork (i) on any physical or digital tobacco, pharmaceutical or regulated product; (ii) on any physical or digital weapons or other items which may represent or are associated with war (iii) in a manner that expresses hate or prejudice or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability; or (iv) any manner which would bring Strata into disrepute.

(e) You may not use the Licensed NFT Artwork in a manner that violates any applicable law.

(f) While your right to use the Licensed NFT Artwork under the License is royalty free, you agree to pay a creator fee (otherwise known as a resale royalty) when you buy or sell the DenDekaDen Spirit Key Avatar NFTs. Strata has selected 7.77% as the percentage of creator fees, which is subject to change in the future. We recommend you to review this Terms of Service periodically for any updates. These creator fees are deducted each time a DenDekaDen Spirit Key Avatar NFT is sold on a secondary marketplace that supports such creator fees. You undertake not to transfer your ownership in any of Your DenDekaDen Spirit Key Avatar NFTs in any manner which would purposefully result in you failing to pay Strata fees in full. For the avoidance of doubt, you are not prohibited from gifting Your DenDekaDen Spirit Key Avatar NFTs to another person or making a transfer that is not for the purpose of circumventing the payment of creator fees.

(g) As a continuing condition of receiving the rights under this License, you agree to the collection and payment of creator fee to Strata when you buy and sell the NFT. You agree that you will not use Your DenDekaDen Spirit Key Avatar NFTs and the Licensed NFT Artwork in any way that circumvents the payment of creator fees in the sale of Your DenDekaDen Spirit Key Avatar NFTs. You agree that you will not offer to sell or sell Your DenDekaDen Spirit Key Avatar NFTs on any website, app, intermediary, marketplace, platform, or exchange (collectively, “marketplace”) that does not collect or enforce creator fees or that makes creator fees optional or adopts a so-called “zero royalty” approach. You agree that offering to sell or selling Your DenDekaDen Spirit Key Avatar NFTs on a marketplace that does not collect or enforce creator fees or makes creator fees optional, or conducting a sale by any other manner (such as peer-to-peer transactions) that circumvents the payment of creator fees, is not authorized by this License and constitutes a breach of this License. Additionally, if you sell Your DenDekaDen Spirit Key Avatar NFTs on a marketplace that does not collect Strata fees, you agree to pay the amount of creator fees to Strata.

(h) Your obligation to pay creator fees in the sale of Your DenDekaDen Spirit Key Avatar NFTs shall expire when the copyright term to the Artwork expires.

(i) The License does not permit you to (i) mint another non-fungible token using the Licensed NFT Artwork; (ii) use the Licensed NFT Artwork in a manner which competes with Strata; or (iii) in audiovisual media.

(j) All rights not expressly granted in this Agreement are reserved by Strata.

2.1.2. Release.

2.1.2.1 Strata acknowledges that not every owner of a DenDekaDen Spirit Key Avatar NFT will be aware of the need to enter into a license agreement with Strata upon the acquisition of a DenDekaDen Spirit Key Avatar NFT. Accordingly, by entering into this Agreement, Strata hereby releases you from all liability and obligations and irrevocably waives its right to make a claim against you in respect of any infringement of Creator Brand IP Rights in respect of the Licensed NFT Artwork, subject to the following conditions:

(a) your use of the Licensed NFT Artwork must not have breached any term of this Agreement. In other words, Strata will treat you as if you entered into this Agreement upon you legally acquiring Your DenDekaDen Spirit Key Avatar NFT; and

(b) Strata’s release and waiver shall only apply in respect of the period commencing from the date you acquire Your DenDekaDen Spirit Key Avatar NFT lawfully and ending immediately upon your transfer of Your DenDekaDen Spirit Key Avatar NFT to another person.

2.1.2.2 Strata agrees to carry out all such acts to give effect to the release and waiver set out in this Clause 2.1.2. Specifically, if the release set out in Clause 2.1.2 is insufficient under any laws applicable to you, Strata shall execute in your favor a separate document giving effect to the release and waiver.

2.1.3. Representations and warranties.

2.1.3.1 Each party represents and warrants to the other that it has the full right, power, and authority to enter into, perform, and grant the rights and licenses it grants and is required to grant under this Agreement.

2.1.3.2 You hereby represent and warrant to Strata that:

(a) you lawfully acquired Your DenDekaDen Spirit Key Avatar NFT;

(b) you paid Strata fees when acquiring Your DenDekaDen Spirit Key Avatar NFT;

(c) you are the sole and absolute owner of the private keys to the wallet address where Your DenDekaDen Spirit Key Avatar NFT is stored and, to the extent that you co-own such wallet address with any other person(s), that you have the authority to enter into this Agreement on the behalf of such other person(s);

(d) you will not use the Licensed NFT Artwork in any manner that is defamatory, obscene, or otherwise unlawful;

(e) you will not use the Licensed NFT Artwork in any manner that is in contravention of any applicable law, this Agreement or any right of Strata or its affiliates or its partners, suggests sponsorship of or by, or association with, any third party;

(f) you will not use the Licensed NFT Artwork in any manner that is detrimental to Strata or its affiliates or its partners;

(g) you will not carry out any act to sell or otherwise dispose of your ownership of Your DenDekaDen Spirit Key Avatar NFT in a manner which circumvents the requirement to pay Strata fees; and

(h) you are not, and will not, knowingly execute a transaction involving a DenDekaDen Spirit Key Avatar NFT or the Licensed NFT Artwork with any person who is: (i) subject to sanctions or designated on any list of prohibited or restricted parties, including lists maintained by the Japanese Government, the U.S. Government, the European Union or its member states, the U.N. Security Council, or any other applicable government authority; or (ii) located in any country to which Japan or the United States has embargoed goods or against which Japan or the United States has applied sanctions.

2.1.4. Indemnification, Disclaimers and Limitations of Liability.

2.1.4.1 You will have an obligation to cover all of Strata’s costs arising from any material breach of this Agreement by you.

2.1.4.2 As a separate obligation to that in Clause 2.1.4.1, you will defend, indemnify, and hold Strata, its licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees, partners, and agents (the "Indemnified Parties”) harmless from and against any and all claims, damages, losses, investigations, liabilities, judgments, fines, penalties, settlements, interest, and other similar results or occurrences (including attorneys’ fees) that directly or indirectly arise from, or are related to or in connection with, any claim, suit, action, demand, or proceeding or other similar occurrence, process, or activity that is initiated, made, brought, or financed by a third party (including any person who accesses or transacts using any DenDekaDen Spirit Key Avatar NFTs or artwork associated with DenDekaDen Spirit Key Avatar, whether or not such person personally purchased a DenDekaDen Spirit Key Avatar NFT) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of related to, or in connection with: (a) your access to or use of any NFT marketplace or third-party services or products; (b) your breach or alleged breach of this Agreement; (c) your exercise or attempted exercise of the License; or (d) your actual or alleged violation of applicable law. Counsel to be used in the defense of such claim must be approved by Strata in writing prior to retention of such counsel and, upon our request, you will allow us to participate in the defense of any such claims. You will not enter into any settlement or compromise of any claim or litigation or that includes an admission of liability without Strata’s prior written consent.

2.1.4.3 Each DenDekaDen Spirit Key Avatar NFT is an intangible digital asset that exists only by virtue of the ownership record maintained on the Ethereum blockchain. Any transfer of ownership that might occur in any unique digital asset occurs on the decentralized ledger within the Ethereum blockchain, which Strata does not control.

2.1.4.4 Strata will not be responsible or liable to owner for any loss in connection with any DenDekaDen Spirit Key Avatar NFT or the Licensed NFT Artwork and takes no responsibility for, and will not be liable to owner for, any use of or inability to use any DenDekaDen Spirit Key Avatar NFT or the Licensed NFT Artwork for any reason.

2.1.4.5 There are numerous risks associated with blockchain technology and the DenDekaDen Spirit Key Avatar NFTs. You should familiarize yourself with these risks and agree to assume these risks by owning a DenDekaDen Spirit Key Avatar NFT.

2.1.4.6 To the maximum extent permitted by law, no Indemnified Party will be liable for any incidental, special, exemplary, or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage, or system failure, or the cost of substitute services of any kind arising out of or in connection with these terms or from the use of or inability to use or interact with any DenDekaDen Spirit Key Avatar NFT or the Licensed NFT Artwork, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Strata or its service providers have been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Notwithstanding the foregoing, in no event will any Indemnified Party’s cumulative liability hereunder from all causes of action and all theories of liability exceed the price paid for Your DenDekaDen Spirit Key Avatar NFTs.

2.1.5. Term and Termination.

2.1.5.1 This Agreement is effective commencing from the date that you enter into this Agreement and shall automatically expire immediately after your disposal (including by way of sale or transfer) of Your DenDekaDen Spirit Key Avatar NFT (as recorded by the Smart Contract) (“Term”).

2.1.5.2 Upon the termination or expiration of this Agreement: (a) if you have complied with the conditions of the License, including the obligation to the payment of creator royalties, the subsequent acquirer of Your DenDekaDen Spirit Key Avatar NFT shall receive the same rights under this Agreement to the extent permitted under applicable law; (b) if you have not complied with the conditions of the License, all rights licensed under this Agreement will revert to Strata and you will be prohibited from any further use of the Licensed NFT Artwork, (c) you may retain any tangible property using the Licensed NFT Artwork for personal use only; and (d) all sublicenses that have been granted by you shall automatically and immediately terminate. If, during the Term, you create and make available to the public a Derivative Work, you may continue to use and exploit that Derivative Work in accordance with this Agreement after the Term; provided however that: (i) you will be responsible for any obligations or liabilities arising from your continued use of the Derivative Work after the Term; and (ii) this privilege does not allow you to use the Licensed NFT Artwork to create any new works or materials after the Term.

2.1.6. Non-Compliance with this Agreement.

6.1 If you materially breach any term of this Agreement, or if Strata discovers that you acquired Your DenDekaDen Spirit Key Avatar NFT(s) unlawfully or you acquired Your DenDekaDen Spirit Key Avatar NFT(s) and failed to pay creator fees, Strata may seek appropriate measures and remedies, including but not limited to any one or more of the following:

(a) terminating this Agreement with immediate effect, provided that Strata may allow you to cure such breach within a specified timeframe;

(b) restricting you from enjoying or participating in any future benefit or gathering of the community for Your DenDekaDen Spirit Key Avatar NFTs (including, without limitation, airdrops and events conducted for the community), although, for the avoidance of doubt, Strata has no obligation to provide any future benefit or gathering to the community or you;

(c) requiring a marketplace to remove or disable access to the infringing uses of the Licensed NFT Artwork displayed on a marketplace, platform or other Internet service provider by way of a Digital Millennium Copyright Act notice or a takedown notice in accordance with applicable copyright or other laws.

2.1.7. Miscellaneous.

2.1.7.1 Recognized Blockchain. The License applies only to the DenDekaDen Spirit Key Avatar NFTs on the blockchain that Strata, in its sole discretion, may designate, which designation shall apply retroactively. Thus, for example, if a fork or other event purports to result in duplicate DenDekaDen Spirit Key Avatar NFTs, only the DenDekaDen Spirit Key Avatar NFTs recorded on the blockchain designated by Strata will be eligible to receive the benefit of the License. Any license purportedly granted hereunder to the owner of a non-fungible token recorded on a blockchain not designated by Strata is void ab initio.

2.1.7.2 Assignment. This Agreement is personal to you. Unless otherwise provided in this Agreement, you may not assign or otherwise transfer any of its rights, delegate, or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation, or transfer in violation of this Clause is void. Strata may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding on and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

2.1.7.3 Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

2.1.7.4 Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of Japan without regard to any conflicts of law principles that would result in the application of the law of another jurisdiction.

2.1.7.5 Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement whether under contract, tort, statute or any other legal theory, or the breach, termination or invalidity of this Agreement, shall be finally settled by binding arbitration (“Arbitration”) administered by the Japan Commercial Arbitration Association and conducted in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association then in force before one or more arbitrators appointed in accordance with such rules. The place of arbitration shall be Tokyo, Japan. The Arbitration proceedings shall be confidential and in Japanese. The award rendered by the arbitrator(s) shall be final and binding on all parties. Judgment on the award may be entered in any court of competent jurisdiction. Any Arbitration brought in connection with this Agreement will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No Arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. To the extent allowed under applicable law, you and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us, including any right to class arbitration or any consolidation of individual arbitrations.

2.1.7.6 Entire Agreement, Severance. This Agreement, including and together with any related attachments, is the sole and entire agreement of the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

2.1.7.7 Amendment. Any amendments of this Agreement must be submitted to all holders of the DenDekaDen Spirit Key Avatar NFTs.

2.2 PERSONAL USE

2.1.1. License.

2.2.1.1 Subject to and conditioned upon your compliance with these Collector Terms, for as long as you own a Site NFT which is not included in the PERMITTED COMMERCIAL USE LICENSE AGREEMENT, we grant you a limited, personal, non-exclusive, non-sublicensable, non-assignable (except pursuant to your transfer of the Site NFT), worldwide license to display and perform the corresponding Artwork uniquely identified by the Site NFT, solely and exclusively for personal, non-commercial use. We grant you no other rights, whether express or implied, with respect to any Digital Item (in whole or in part), all of which we reserve. In particular, you receive no rights under any patent, trademark, trade secret or other intellectual property or proprietary right. This is true even if your exercise of any rights granted herein would be prevented, frustrated or impaired without such a license.

2.2.2.Restrictions.

You may not modify or prepare any derivative work based upon any Digital Item, or commercialize any Digital Item, in whole or in part, or anything including or embodying it. Your license doesn’t permit you to, and you won’t, and you won’t authorize, permit or assist any third party to:

a) exercise any of the rights granted herein in any way that results in direct or indirect compensation, financial benefit or commercial gain of any kind to you or any third party;

b) delete, remove or obscure any trademark notice, copyright notice or other proprietary rights notice on or in any Digital Item;

c) register or attempt to register any trademark or copyright or otherwise acquire intellectual property rights in or to any Artwork;

d) exercise any of the rights granted herein to create, endorse, support, promote or condone any content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as we determine in our sole discretion;

e) use any Digital Item, in whole or in part, except as expressly authorized in these Collector Terms, or exercise any of the rights granted herein in any manner that violates applicable laws or regulations; or

f) use any Digital Item, in whole or in part, in connection with any product, service, business, lobbying effort, political campaign, or message, or in any manner that could suggest or imply our sponsorship, affiliation or endorsement of any product, service, business, lobbying effort, political campaign, or message, or in any manner that is likely to cause confusion or dilute, blur or tarnish our rights in the Digital Item. Any use of a Digital Item, including any goodwill generated by such use, will inure to our benefit.

2.2.3.Other Prohibitions.You won’t (a) create, offer for sale, or sell fractionalized interests in any Digital Item, (b) separate, unlink, or decouple any Artwork from the corresponding Site NFT, or (c) use any Digital Item to create, offer for sale, advertise, promote, or sell anything, including any other NFT.

2.2.4.Transferring Digital Items.

Unless you are otherwise prohibited from doing so, you may transfer a Site NFT together with the license to its corresponding Artwork to a third party, provided that:

a) before making the transfer, you provide written notice to the intended transferee (i) of these Collector Terms and (ii) that their exercise of rights in the Digital Item are and will remain subject to and conditioned upon these Collector Terms (which notice may be provided in the sales listing for the Digital Item);

b) you make the transfer on a platform that (i) verifies that the blockchain identifies your public blockchain address as the owner of the corresponding Site NFT and (ii) conforms to the highest industry standards and customs regarding royalty collection and payment;

c) the transfer complies with applicable laws and regulations, and with the terms of the platform on which you effect the transfer; and

d) you pay (or cause to be paid) the applicable royalty in accordance with Section 2.2.5 below.

2.2.5.Royalty.

When you transfer any Digital Item, you shall pay us (or cause to be paid to us) a royalty, specified by Strata, equal to the amount paid by the transferee (without deductions of any kind) multiplied by 10% for all DenDekaDen Omikuji NFTs and 7.77% for all DenDekaDen Spirit Key NFTS.These percentages are subject to change in the future. Therefore, we recommend you to review this Terms of Service periodically for any updates. The platform on which you make the transfer may automatically collect and pay us the royalty, which payment would fulfill your obligation to pay the applicable royalty. You shall pay all fees (e.g., “gas,” platform fees) and taxes (other than taxes on our net income) associated with the transfer and won’t deduct any such amounts from the applicable royalty. You shall pay all such amounts to an account or blockchain address that Strata designates, either in ETH or other cryptocurrency acceptable to Strata. IF YOU OBTAIN A DIGITAL ITEM FROM A THIRD PARTY WHO HAS NOT PAID THE ROYALTY DUE IN CONNECTION WITH SUCH TRANSFER, YOU OBTAIN NO LICENSE TO CORRESPONDING ARTWORK (AND FOR CLARITY, THE LICENSE IN SECTION 2 ABOVE DOES NOT APPLY TO YOU WITH RESPECT TO THE CORRESPONDING ARTWORK) UNLESS AND UNTIL YOU HAVE PAID US (OR CAUSED TO BE PAID TO US) SUCH ROYALTY.

3.Digital Items Are Not Securities.

SITE NFTS, ARTWORKS AND DIGITAL ASSETS ARE INTENDED FOR YOUR ENJOYMENT. YOU SHOULD NOT PURCHASE THEM WITH AN EXPECTATION OF PROFIT, AND WE WILL HAVE NO OBLIGATION TO TAKE ANY ACTION OR MAKE ANY EFFORTS TO CREATE OR ENHANCE THEIR VALUE.

4.Collector Perks.

Although we have no obligation to do so, we may, or we may authorize third parties to, occasionally make additional content, physical items or other benefits available to the owners of Site NFTs (“Collector Perks”). It’s up to you to stay informed about Collector Perks (e.g., by visiting the Site or other social media accounts) and, if necessary, take any steps to request or collect Collector Perks, which may include verification of your ownership of the applicable Site NFTs). We will provide any terms for Collector Perks in an appropriate location related to the Collector Perk. Unless those terms provide otherwise, any works we provide as Collector Perks are subject to these Collector Terms as if they were Digital Items. You will have no license rights to any physical items that we make available as Collector Perks unless we expressly provide otherwise when we make them available. None of us or any third party will have any responsibility or liability for, arising out of, or relating to any Collector Perk.

5.Termination.

If you breach these Collector Terms, the Terms of Service, or any other policies posted on the Site, your rights to any Digital Items, including the rights to display and perform corresponding Artworks, will immediately terminate without notice. Strata may reinstate your rights by providing you with written notice of such reinstatement if Strata, in its sole discretion, (a) concludes that you have cured the breach (if capable of cure), or (b) waives the breach. Strata may disable functionality for the affected Digital Items on the Site and on third-party sites, apps, platforms, and services, including by prohibiting third-party sites, apps, platforms, and services from retrieving or displaying any corresponding Artwork, and take other steps to prevent unauthorized use of Digital Items. We won’t have any obligation or liability to you for taking such actions, and you won’t interfere or attempt to interfere with them.

6.Entire Agreement.

These Collector Terms, together with the Site’s Terms of Service, Privacy Policy and all other policies posted on or referred to on the Site, constitute the entire agreement between you and us relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter.

INDICATION BASED ON THE SPECIFIED COMMERCIAL TRANSACTION ACT

Business Operator

Strata, K.K.

Location

Kuwano Building 2F, 23-4, Jingumae 6-chome, Shibuya-ku, Tokyo, Japan 150-0001

Contact information

info@strata.gallery

Sales Price / Considerations

Price displayed on the purchase screen on a case-by-case basis for each target NFT (Non-Fungible Token) and other digital contents. Consumption tax is included in the displayed price.

Fees Required Other than Sales Price/Consideration

  • Gas fees (referring to ETH and other crypto-asset-based fees required for using a blockchain which will be collected by the blockchain system): The actual price will differ depending on the timing of the transaction.
  • Costs related to the equipment, Internet access fees, packet communication fees, and communication fees of telecommunications lines required for using the services provided by us shall be paid by customers.
  • Secondary distribution of NFTs are subject to royalty fees.

Timing of Delivery of Goods/Timing of Provision of Services

We will immediately deliver goods or provide services after the purchase procedures are completed; provided, however, that the timing may differ depending on the method or site of purchase. Please confirm the purchase screen on a case-by-case basis.

Method of Payment

Cryptocurrency

Return of Goods and Exchange of Goods

In light of the nature of this Service, we cannot accept any cancellation, return of goods or exchange of goods after the purchase procedures are completed.

This Site and its contents ©2022 Strata, K.K. All Artworks ©2022 Strata or such other Artists as indicated on the Site. All rights reserved by Strata, K.K. and each Artist.