Article 1. Application
The purpose of the Terms is to prescribe the rights and obligations between the Project and the User in relation to the purchase of the NFTs, and the Terms apply to any and all relations pertaining to the purchase of the NFTs between the User and the Project.
The various rules and regulations related to the purchase 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 the Terms.
Article 2. Sale of NFTs
The User may purchase the NFTs at the price, quantity and conditions (hereinafter collectively referred to as the “Purchase Conditions”) prescribed by the Project on the Website. The Purchase Conditions of the NFTs may be decided, added to, or changed by the Project at its discretion.
The User shall purchase the NFTs upon agreeing to the following matters.
The Project is not a provider of digital asset management services (such as buying and selling, storing, exchanging, or managing portfolios of crypto-assets).
The NFTs are issued for the purpose of being enjoyed as a personal hobby, and are not issued for investment purposes, speculative purposes (including purposes of distributing profits to holders of the NFTs), or purposes of using the NFTs as currency.
The Project does not warrant that the NFTs will have any future or permanent property value or that they will have property value that allows them to be resold on the secondary market.
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 as the NFTs, and by purchasing the NFTs, the User shall be granted the right to use the Character in accordance with the IP Rights Policy (hereinafter referred to as the “Policy”) established by the Project.
The User shall select and use a wallet capable of receiving the NFTs at its own responsibility and expense.
The User shall connect User’s wallet to the Website at its own responsibility and expense.
When the User purchases the NFTs, the NFTs shall be sent to the wallet connected to the Website.
After purchasing the NFTs, the User shall manage the NFTs at its own responsibility and expense (the Project shall not take any action to manage the NFTs).
Even if the User loses User’s password to the wallet managing the NFTs after purchasing the NFTs, the Project is under no obligation to take any recovery measures related to the NFTs.
When reselling the NFTs, the User must check a terms of use of the platform to be used for the resale of the NFTs.
All costs incurred in purchasing the NFTs (including costs incurred for recording the NFTs on a blockchain network, such as GAS fees) shall be borne by the User.
Unless required by law, the Project shall not accept any returns of the NFTs.
After purchasing the NFTs, the User shall use the NFTs in accordance with the Policy.
Article 3. Prohibited Acts
The User must not conduct any act that corresponds or may correspond to any of the following items in purchasing the NFTs:
act of violating laws and regulations;
act of breaching the Terms or the Policy;
act related to criminal acts or act that is contrary to public order and morals;
act of purchasing 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 purchasing the NFTs by a minor, an adult ward, a person under curatorship, or an assistant without the consent of the legal representative, guardian, curator, or assistant;
act corresponding to a double transfer of the NFTs, or act of attempting the same;
act of selling or purchasing the NFTs with no intention of truly conducting transactions related to the NFTs;
act of impersonating a third party or act of intentionally sending false information;
act of applying for the purchase of the NFTs through hacking or other fraudulent means;
act of using crypto-assets or electronic payment instrument acquired through hacking or other fraudulent means;
act of using the NFTs as a means of settlement;
act of infringing upon the Intellectual Property Rights, portrait rights, privacy rights, honor or other rights and interests of the Project, another User or any other third party;
act of purchasing the NFTs using multiple wallets for the purpose of conducting the acts that are prohibited in this article;
act of breaking or hindering the functions of the server or network system of the Project or a third party;
act of sending information containing a computer virus or any other harmful computer program;
act that is reasonably acknowledged as obstructing the Project’s sale of the NFTs; and
any other act reasonably determined by the Project as being inappropriate.
If the User breaches the Terms, the Project may take appropriate measures, such as suspending the use of the NFTs by the User, in accordance with the provisions of the Policy.
Article 4. Preparation of Equipment
The preparation and maintenance of any computer, smartphone, software and other equipment, communication line and other communication environment required for purchasing the NFTs shall be performed at the User’s responsibility and expense.
The User shall take, at its own expense and responsibility, security measures for preventing computer virus infection, unauthorized access and information leakage in accordance with its usage environment.
Even in cases where the Project has temporarily stored information sent and received by the User for a given period of time for its business operation, the Project is not obligated to continue storing such information, and the Project may at any time delete such information.
Article 5. Ownership and Intellectual Property Rights
The ownership and Intellectual Property Rights of the Website shall be owned by the Project or the Project’s licensor, and the use of the NFTs or the use of the Website does not imply the transfer or licensing of the Intellectual Property Rights by the Project or the Project’s licensor in relation to the use of the NFTs or the Website, excluding those expressly provided for in the Terms and the Policy. Irrespective of the reason, the User must not engage in any act that may result in the infringement of the Intellectual Property Rights of the Project or the Project’s licensor (including without limitation disassembly, decompilation, and reverse engineering).
Article 6. Disclaimer and Limitation of Liability
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.
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 the Terms
While the Project may link up with an external service (meaning services necessary for purchasing the NFTs provided by service providers other than the Project), the Project does not warrant such 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 purchase of the NFTs shall 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 purchase 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, 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 purchase of the NFTs.
In cases where the Project is unable to perform its obligations under the Terms 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 purchase of the NFTs by the User 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 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).
Article 7. Indemnification by the User
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 the Terms.
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 purchase 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 purchase 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 User shall indemnify, defend and hold harmless Moriusa NFT Project, STPR Inc., all Creators affiliated with STPR Inc., and each of their respective affiliates, subsidiaries, officers, directors, employees, agents and licensors (collectively, the “Indemnitees”) from and against any and all claims, demands, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:
the User’s breach of any provision of these Terms or the IP Rights Policy;
any use of the Character or NFTs by the User in violation of these Terms;
any Third Party claim to the extent such claim relates to the User’s purchase, ownership,
or use of the NFTs.
Article 8. Treatment of Personal Information
The handling of the User’s personal information (meaning the “personal information” defined in Article 2, Paragraph 1 of the Act on the Protection of Personal Information) by the Project shall be pursuant to the provisions of the Project’s Privacy Policy separately prescribed by the Project, and the User agrees that the Project shall handle the User’s personal information according to such Privacy Policy.
The Project may use and disclose, based on the Project’s reasonable discretion, any information, data and the like provided by the User to the Project as statistical information in a manner where individuals cannot be identified, and the User shall not raise any objection against such use and disclosure.
Article 9. Notice
Inquiries related to the purchase of the NFTs and other communication or notice from the User to the Project, notice related to any amendment to the Terms and any other communication or notice from the Project to the User shall be made according to the method prescribed by the Project.
Article 10. Assignment of Contractual Status under the Terms
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 the Terms or its rights or obligations under the Terms 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 the Terms, its rights and obligations under the Terms, 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.
Article 11. Entire Agreement
The Terms constitute the entire agreement between the Project and the User with regard to the matters included in the Terms, and supersedes all previous agreements, representations and understandings regarding the matters set out in the Terms between the Project and the User, irrespective of whether they were made verbally, in writing or by any other means.
Article 12. Severability
Even if any provision of the Terms 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 the Terms 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.
Article 13. Governing Law and Court with Jurisdiction
The Terms shall be governed by the laws of Japan, and any and all disputes arising from or in connection with the Terms shall be submitted to the Tokyo District Court or the Tokyo Summary Court as the competent court of agreed jurisdiction for the first instance.
Article 14. Resolution through Consultation
With regard to any matters not prescribed in the Terms or if doubts arise in the interpretation of the Terms, 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]