KIBO THE FIRST SPACE SUNRISE 2022

TERMS AND CONDITIONS

• 1. Definitions

  The following terms have the corresponding meanings:

  “Art” means any art, design, product design, trademark, logo, animation, video, drawings and/or other digital content owned by or licensed to Bascule Inc. ("Bascule") and linked to an NFT that you Own.

  “NFT” means any blockchain-tracked, non-fungible token.

  “Own” means, with respect to an NFT, an NFT that you have rightfully and lawfully purchased or acquired from a legitimate source, where proof of such purchase or acquisition is recorded on the relevant blockchain.

  “Purchased NFT” means an NFT that you Own.

  “Third Party IP” means any third-party intellectual property rights including, but not limited to, rights in inventions and discoveries, patents, utility models, rights in designs, trademarks, service marks, trade names, logos, devices, signs, copyrights, associated goodwill, rights in confidential information and know-how subsisting anywhere in the world, whether registered or not.

• 2. Ownership

  You acknowledge and agree that Bascule (or, as applicable, its licensors) owns all legal right, title and interest in and to the Art, and all intellectual property rights therein. The rights that you have in and to the Art are limited to those expressly stated in Section 3 of these Terms and Conditions (these "Terms") below. Bascule and its licensors reserve all rights in and to the Art not expressly granted to you in Section 3 of these Terms including, without, limit the right to reproduce, create derivative Art, distribute and display the Art. Your purchase of the NFT does not mean the transfer or licensing of intellectual property rights of Bascule or any party permitting licensing to Bascule relating to the NFT or any work relating to Bascule.

• 3. Terms

  Subject to your rightful and lawful purchase or acquisition of the NFT and, with respect to a Purchased NFT, your continued compliance with these Terms, Bascule grants you a worldwide, non-exclusive, revocable, royalty-free license, with no right to sub-license, to display the Art for your Purchased NFTs, solely for the following purposes: (i) for your own personal, non-commercial use (for example home display, display in a virtual gallery or as an avatar); (ii) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application. The license to display the Art for the purchased NFT is automatically and always transferred with the NFT. Otherwise the license to display the Art for the purchased NFT is non-transferable.

• 4. Your Obligations

  You are solely responsible for your own conduct while accessing or using this website, and for any consequences thereof. You agree to use this website only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, hateful, violent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person; (iv) upload, post, transmit or otherwise make available through this website any content that infringes the intellectual property or proprietary rights of any party or otherwise violates the legal rights of others; (v) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vi) interfere with other users' use of this website; (vii) use this website for any unauthorized commercial purpose; (viii) modify, adapt, translate, or reverse engineer any portion of this website; (ix) remove any copyright, trademark or other proprietary rights notices contained in or on this website or any part of it; (x) use any technology to collect information about this website’s for any unauthorized purpose; (xi) access or use this website for the purpose of creating a product or service that is competitive with any of our products or services.

• 5. Limitations and No Right to Trademarks

  The license in Section 3 does not include: (i) the right to use the Art to create additional NFTs; (ii) the right to create derivative works of the Art; (iii) the right to, and you may not, use any Bascule trademarks in connection with the exercise of your license in Section 3. No Bascule trademarks are licensed to you. You may not use or attempt to register any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any artwork, other representation, name or mark that may be confusingly similar to Bascule trademarks. The limitations in Section 5 will survive the expiration or termination of the license granted in Section 3.

• 6. Transfers

  You have the limited right to transfer the Purchased NFT, provided that (a) any such transfer shall be in accordance with applicable laws and regulations, including but not limited to restrictions under trade regulations; (b) the transferee accepts all the Terms and the transferee shall, by purchasing, accepting, accessing or otherwise using the Art, be deemed to accept all the Terms; (c) you provide notice to the transferee of the Terms including a link or other method by which the Terms can be accessed by the transferee; (d) you have not breached the Terms before the transfer; and (e) your license to the Purchased NFT has not been terminated before the transfer.

• 7. Termination and Consequences

  The license granted in Section 3 above applies only to the extent that you rightfully and lawfully purchased or acquired the NFT and, with respect to a Purchased NFT, you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 3 to you will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs. The license granted in Section 3 will also automatically terminate, with all rights returning to Bascule if: (a) you breach any of the Terms which shall include, without limit, transferring, selling, donating or otherwise disposing of the Purchased NFT in a way not allowed specifically under the Terms; (b) you engage in any unlawful business practice related to the Purchased NFT or (c) if other circumstances occur which would make it unreasonable for the party to remain bound to the agreement until the next regular effective date of termination. In case you did not rightfully and lawfully purchase or acquire the NFT or upon any termination of the license granted in Section 3, Bascule may disable your access to the Art and/or deny access to any further benefits, services or goods associated with the NFT and you shall delete, remove or otherwise destroy any backup or single digital copy of the Art.

• 8. Fees and Payment

  A. If you elect to purchase a NFT through this website, any financial transactions that you engage in will be conducted solely through the Ethereum network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the Ethereum network.

  B. Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction.

  C. If other users attempt to purchase NFT simultaneously, and you may not be able to get the NFT even though you paid the GAS fee. This is unavoidable due to the specification of Ethereum, and we will not guarantee nor refund the GAS fee you paid. Please understand and accept this risk before making a purchase.

• 9. Disclaimers

  A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THIS WEBSITE IS AT YOUR SOLE RISK, AND THAT THIS WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THIS WEBSITE AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THIS WEBSITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

  (I) YOUR ACCESS TO OR USE OF THIS WEBSITE WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THIS WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THIS WEBSITE WILL BE ACCURATE, (III) THIS WEBSITE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THIS WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THIS WEBSITE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

  B. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR WILLFULL MISCONDUCT.

  C. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK NOR DO WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES REGARDING ANY SMART CONTRACTS.

• 10. Limitation of Liability

  A. YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY THE PURCHASER CONCERING THE NFT.

  B. YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  C. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THIS WEBSITE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. WE WOULD NOT BE ABLE TO PROVIDE THIS WEBSITE TO YOU WITHOUT THESE LIMITATIONS.

• 11. Risk Assumption

  You accept and acknowledge each of the following:

  A. To the extent that you sell your NFT, please be aware that the prices of NFTs are extremely volatile and fluctuations in the prices of other NFTs and impact the price of your NFT both positively and negatively. You assume all risks in that connection.

  B. You assume all risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet.

  C. NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value for your NFT. You understand and accept all risk in that regard.

  D. You assume all responsibility for any adverse effects of disruptions or other issues impacting Ethereum or the Ethereum platform.

  E. We may provide some information related to the NFT on its website, SNS, etc., but such provision of information is provided only as a plan and does not guarantee the truthfulness, accuracy, or feasibility of such information.

• 12. Indemnification

  You agree to hold harmless and indemnify Bascule and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and reasonable attorneys' fees arising out of or in any way related to (i) your breach of these Terms, (ii) your misuse of this website, or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of this website.

• 13. Changes to the Terms and Conditions

  We may make changes to the Terms at our discretion. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use this website.

• 14. Use of Cookies and other Technologies

  This website may use cookies and similar technology. This website may also use Google Analytics in conjunction with these technologies. These technologies and Google Analytics will help us understand the usage status of this website and contribute to improving our service. Users who want to disable cookies can do so by changing their web browser settings. However, if cookies are disabled, the user may not be able to use some functions of this website. For details regarding the mechanism of data collection and processing by Google Analytics, please see the Google Analytics website at the following URL.
  https://www.google.com/policies/privacy/partners/

• 15. Governing Law and Jurisdiction

  A. These Terms shall be governed by the laws of Japan without regard to conflict of laws principles.

  B. Any and All disputes arising out of or in connection with these Terms, including without limitation your access or use of this website, or to any products sold or distributed through this website, shall be submitted to the exclusive jurisdiction of the Tokyo District Court of Japan in the first instance.

Effective as of December 31, 2021