The purpose of this Policy is to prescribe the rights and obligations between the Project and the User in relation to the use of the NFTs for creative activities or commercial activities, and this Policy applies to any and all relations pertaining to the use of the NFTs between the User and the Project.
The various rules and regulations related to the use of the NFTs that are posted by the Project on the website (https://www.moriusa.xyz/) (hereinafter referred to as the “Website”) as needed constitute a part of this Policy.
All Intellectual Property Rights in the Character (including copyrights, patent rights, utility model rights, trademark rights, design rights and other intellectual property rights (including rights for acquiring such rights or filing applications for the registration of such rights); hereinafter the same) shall be owned by STPR, and the Project sells the NFTs based on a license from STPR to use the Character (hereinafter referred to as the “Held Character”) represented on the NFTs among the Characters. The User may use the Held Character as the NFTs under the conditions set out in this Policy. The Intellectual Property Rights of the Held Character shall not be transferred to the User, and STPR or the Project may freely use the Held Character at its own discretion.
The User may use the NFTs in accordance with the provisions of this Policy (the “use” permitted by the User under this Policy means the acts set out below). Unless expressly stated in this Policy, the holding of the NFTs by the User shall not be interpreted as the granting of a license to the User in relation to the Intellectual Property Rights of the Character, the Held Character, or the NFTs:
Act of reproducing or publicly transmitting images of the Held Character;
Act of producing items related to the Held Character;
Act of producing, reproducing or publicly transmitting videos of the Held Character;
Act of commercially using the Held Character for the provision of the User’s own products or services (meaning the act of using the Held Character and obtaining some kind of economic benefit; hereinafter the same), provided, however, that if the annual revenue obtained by the User through commercially using the Held Character is 500,000 USD or more (in the case of revenue from crypto assets, the amount converted at the rate of the exchange designated by the Project. The same shall apply hereinafter), the User shall obtain the prior consent of the Project;
Act of commercially using the Held Character for the provision of third-party products or services, provided, however, that if the annual revenue obtained by the User through commercially using the Held Character is 500,000 USD or more, the User shall obtain the prior consent of the Project;
Other acts approved in advance by the Project in addition to each of the preceding items.
The period that the User may use the NFTs shall be the period from the date on which the User acquired the NFTs to the date on which the User no longer holds the NFTs or the date on which the right to use the NFTs has expired, whichever is earlier.
The User must not conduct any act that corresponds or may correspond to any of the following items.
Act of violating laws and regulations;
Act of breaching the terms for purchasing the NFTs established by the Project or this Policy;
Act related to criminal acts or act that is contrary to public order and morals;
Act of using the NFTs by a person who is deemed by the Project as corresponding to antisocial forces (meaning an organized crime group, organized crime group member, associate member of an organized crime group, person for whom five (5) years have not yet elapsed from ceasing to be an organized crime group member or an associate member of an organized crime group, company related to an organized crime group, corporate extortionist, socially-branded racketeering organization, organized intellectual crime group and any other group or individual that pursues economic gain by using violence, force or fraudulent means; hereinafter the same), or having some kind of interaction or involvement with antisocial forces, such as cooperating or participating in the maintenance, operation, or management of antisocial forces through funding or other means;
Act of directly or indirectly providing benefits or otherwise offering cooperation to antisocial forces;
Act of participation in money laundering and terrorism financing, or act that is suspected of such participation;
Act of infringing upon the Intellectual Property Rights, portrait rights, privacy rights, honor or other rights and interests of a third party;
Act of registering the Intellectual Property Rights related to the Character or the Held Character;
Act of using the Character’s name, logo, trademark, animation or other materials related to the Character except as provided for in this Policy or unless the Project’s prior approval is obtained;
Act of separating and transferring the rights related to the use of the Held Character, creating security interest thereon, or otherwise disposing of such rights;
Act of using a Character that has not been issued as the NFTs unless the Project’s prior approval is obtained;
Act of using a Held Character that is not held by the User (hereinafter referred to as the “Third Party-Held Character”) (excluding cases where approval has been obtained from the User holding the NFTs related to the Third Party-Held Character);
Act of using the Held Character according to a method, condition or form not prescribed in this Policy;
Act that is reasonably deemed likely to disrupt the operation of communities related to the NFTs; or
any other act reasonably determined by the Project as being inappropriate.
The right to use the NFTs shall immediately expire upon the occurrence of any of the following acts, and the User acknowledges this in advance:
transfer of the NFTs to a third party (excluding cases where the contractual status is succeeded by the Receiving User pursuant to Article 4);
waiver of the NFTs;
burning of the NFTs; or
any other act of relinquishing ownership of the NFTs.
If the User breaches this Policy, the Project may take appropriate measures against the User, such as suspending the use of the NFTs by the User or terminating the User’s right to use the NFTs.
Notwithstanding the provisions of each of the preceding paragraphs, the Project may suspend or terminate the use of the NFTs by the User or take other reasonable measures if the license granted by STPR to use the Character or the Held Character is suspended or there are other unavoidable circumstances.
Act of Misrepresentation regarding STPR‑Affiliated Creators
The User shall not create, market, sell, distribute, advertise, promote, list for secondary sale, or otherwise exploit any NFT, product, or content that (i) falsely claims or implies an official association with STPR or any creator affiliated with STPR (“STPR‑Affiliated Creator”), or (ii) uses the name, likeness, voice, persona, or any other identifiable attribute of an STPR‑Affiliated Creator without STPR’s prior written consent.
Any such conduct shall constitute a material breach of this Policy, and the Project may immediately suspend or terminate the User’s license to use the NFTs, seek injunctive relief, and pursue any other remedies available under law or equity.
When the User is to conduct a Secondary Transaction of the NFTs, the User shall cause the person to acquire the NFTs to succeed the User’s contractual status under this Policy together with the NFTs, and the User may not transfer only the NFTs to such person. The User who transferred the NFTs is hereinafter referred to as the “Transferring User”, and the User who received the transfer of the NFTs is hereinafter referred to as the “Receiving User”.
The succession of the contractual status under the preceding paragraph shall come into effect on the condition that the Receiving User agrees to this Policy pursuant to the transfer of the NFTs based on the Secondary Transaction, and the Receiving User can thereby acquire the Transferring User’s contractual status under this Policy.
The Receiving User may use the NFTs as the “User” set out in this Policy from the time that the Receiving User acquires the contractual status under this Policy pursuant to the provisions of the preceding paragraph.
In a Secondary Transaction, the Project may prescribe a provision to the effect of acquiring from the Transferring User, as a creator fee, an amount equivalent to a certain percentage of the transfer price of the NFTs subject to the Secondary Transaction, and in such a case the Transferring User shall comply with such provision.
The Project makes no warranty that the User will derive any economic benefit from the use of the NFTs.
The NFTs are provided on an as-is basis, and the Project makes no warranty the fitness for a particular purpose, commercial usefulness, integrity, or continuity of the NFTs. The Project also makes no warranty regarding the future or permanent value of the NFTs.
The User shall store the NFTs at its own expense and responsibility using a wallet managed by itself or a third party.
Even in cases where the User obtains some kind of information from the Project, directly or indirectly, such as information from websites other than the Website, the Project is not making any kind of warranty to the User beyond the subject matter prescribed in this Policy.
In using the NFTs, while the Project may link up with an external service (meaning services necessary for using the NFTs provided by service providers other than the Project), the Project does not warrant such a link.
In cases where the Website is linked up with an external service, the User shall observe the external terms of use (meaning the terms and conditions that define the rights between the User and the external service provider) at its own expense and responsibility, and, even if a dispute arises between the User and the external service provider operating the external service (meaning the service provider of the external service) due to a breach of the external terms of use by the User, the User shall handle and resolve such dispute at its own responsibility and expense.
The User shall conduct a search, at its own responsibility and expense, on whether the use of the NFTs will be in violation of laws and regulations applicable to the User or in breach of any internal rules and regulations of industry groups, and the Project makes no warranty that the use of the NFTs by the User is compliant with laws and regulations applicable to the User or the internal rules and regulations of industry groups.
The User shall handle and resolve, at its own responsibility and expense, any transaction, communication or dispute arising between the User and another User, an external service provider or any other third party in relation to the use of the NFTs.
In cases where the Project is unable to perform its obligations under this Policy due to circumstances beyond the reasonable control of the Project (including without limitation fires, blackouts, hacking, computer virus infection, earthquakes, floods, wars, epidemics, embargoes, strikes, riots, impossibility to secure supplies and transport facilities, interventions, instructions or requirements by government authorities or local governments, and enactment or revision/abolition of domestic and foreign laws and regulations), the Project shall not bear any default liability against the User during the period that the foregoing circumstances are ongoing.
Unless there was intentional or gross negligence on the part of the Project, the Project’s compensation liability in relation to the NFTs shall be limited to direct and ordinary damages, and shall not include lost profits and other indirect damages, and shall be capped at the amount equivalent to the price at which the Project initially sold the NFTs that caused the damage to the User (amount of crypto-assets that is the consideration for the NFTs converted into Japanese yen at the rate at the time of sale at the crypto-asset exchange designated by the Project).
The User shall indemnify and hold harmless the Project from and against any damages incurred by the Project resulting from any breach by the User of any provision of this Policy or in relation to use the NFTs by the User
The User shall immediately notify the Project of any claim against the User brought by other Users, any external service providers or other third parties in connection with the use of the NFTs or of any dispute arising between the User and any of the other Users or other third parties, and shall settle such claim or dispute at its own responsibility and expense and, upon the Project’s request, report the processes and results of the settlement to the Project.
In cases where a claim is brought against the Project by other Users, the external service providers or other third parties for infringement of rights or for any other reason with respect to the use of the NFTs by the User, the User shall compensate the Project for any amounts that the Project is required to pay to such other Users, the external service providers or other third parties as a result of such claim.
The Project may amend this Policy (including rules and various regulations related to the use of the NFTs posted on the Website; hereinafter the same in this paragraph). When the Project is to amend this Policy, the Project shall notify the User of the actual amendments and the timing that the amendments shall come into effect by the date on which the amendments shall come into effect according to the method prescribed by the Project. If the amendments require the User’s consent under laws, the Project shall obtain the User’s consent according to the method prescribed by the Project.
Inquiries related to the use of the NFTs and other communication or notice from the User to the Project, notice related to any amendment to this Policy and any other communication or notice from the Project to the User shall be made according to the method prescribed by the Project.
Without obtaining the prior written approval of the Project, the User may not assign, transfer, create security interest on or otherwise dispose of its status under this Policy or its rights or obligations under this Policy to any third party.
When the Project transfers its business pertaining to the NFTs to a third party (whether by way of business transfer, company split or in any other manner), the Project may assign its status under this Policy, its rights and obligations under this Policy, as well as the User’s information and other customer information to the transferee pursuant to the transfer, and the User agrees in advance to such assignment provided in this paragraph.
This Policy constitutes the entire agreement between the Project and the User with regard to the matters included in this Policy, and supersedes all previous agreements, representations and understandings regarding the matters set out in this Policy between the Project and the User, irrespective of whether they were made verbally, in writing or by any other means.
Even if any provision of this Policy or a part thereof is deemed to be invalid or unenforceable pursuant to the Consumer Contract Act or other laws and regulations, the remaining provisions of this Policy and the remaining part of the provision in which a part thereof was deemed to be invalid or unenforceable shall continue to remain in full force, and the Project and the User shall amend such invalid or unenforceable provision or part to the extent required so that it will be valid and enforceable, and exert efforts to ensure the subject matter of such invalid or unenforceable provision or part and an effect that is lawfully and economically equivalent thereto.
This Policy shall be governed by the laws of Japan, and any and all disputes arising from or in connection with this Policy shall be submitted to the Tokyo District Court or the Tokyo Summary Court as the competent court of agreed jurisdiction for the first instance.
With regard to any matters not prescribed in this Policy or if doubts arise in the interpretation of this Policy, the Project and the User shall consult in good faith according to the principle of faith and trust and promptly resolve such matters or doubts.
[Established on March 25, 2025]