TERMS & CONDITIONS

 

Killer Bears NFT is a collection of digital artworks (NFTs) running on the Ethereum, Solana, Polygon, etc network of block chains.

Users are entirely responsible for the security and management of their own private digital wallets and validating all transactions and contracts generated by the Marketplace before approval.

Furthermore, as the Killer Bears NFT smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions and Killer Bears is not responsible for any adverse results of execution of the Killer Bears smart contract.

The Marketplace are provided “as is” and “as available” without warranty of any kind.

By using the Marketplace you are accepting sole responsibility for any and all transactions involving Killer Bears digital collectibles.

 

 

 

  1. Ownership

 

  1. You Own the NFT. Each digital collectible is an NFT on the Ethereum blockchain. When you purchase an NFT, you become the “Primary Rights Owner” of the NFT and the Art associated with the NFT within the ecosystems defined below.

Rights in the NFT are mediated entirely by the Killer Bears smart contract and the Ethereum Network: at no point may we seize, freeze, or otherwise modify the rights of the Primary Rights Owner of any Killer Bears NFT without your consent.

 

It is specified that the rights of reproduction, representation and adaptation of the NFT and associated Art are granted to the Primary Rights Owner for all modes of exploitation set forth below and on all medium and/or media (including but not limited to, digital media, physical media, paper editions, optical discs, storage media, multimedia, etc.), using all formats (including but not limited to, still images, animated sequences, etc.) and by all technical processes known to date or to come (including but not limited to digitalization and computer storage, downloading, all computerized means or electronic communication networks, etc.), and such rights shall include, in particular but without being limited to it:

 

the reproduction by any process of the Art, by any means known and/or unknown in the current state of the art, including but not limited to manufacturing, duplication, copying, broadcasting, distribution, publication, marketing, promotion and advertising, in all formats and sizes, allowing communication to third parties, by any means and/or medium;

the representation and communication, directly or indirectly, to third parties, of the Art, in whole or in part, by any means of communication known or unknown to date, including but not limited to by catalogue, written press, display, POS advertising, posters, television and by all public or private, free or paying, analogue or digital, telecommunication or computer networks, online and offline, including the Internet and any other equivalent;

the right to, subject to the Creator’s rights as the Creator where technically required, edit, adapt and modify in a non-substantial way the Art, for the purposes of its reproduction or representation and to create derivative works thereof, to the extent that the derivative work includes only corrections of size, format, color, enhancement. 

 

 

 

  1. Personal Use. Subject to your continued compliance with these Terms, Killer Bears NFT, and/or Kumayo Morino grants you a worldwide, royalty-free license to use, copy, and display the Art for which you are a Primary Rights Owner, along with any extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your Killer Bears NFT, provided that the marketplace cryptographically verifies each Killer Bears NFT Rights Owner’s rights to display the Art to ensure that only the actual Primary Rights Owner can display the Art; or (iii) as part of a third party web marketplace(s) or application that permits the inclusion, involvement, or participation of your Killer Bears NFT, provided that the website/application cryptographically verifies each Killer Bears NFT Primary Rights Owner’s rights to display the Art for their Killer Bears NFT to ensure that only the actual Primary Rights Owner can display the Art, and provided that the Art is no longer visible once the owner of the Killer Bears NFT leaves the website/application.

 

In case of transfer of ownership of the Purchased NFT, in any way whatsoever, including resale, the Primary Rights Owner, as seller, agrees to assign to the subsequent buyer of the Purchased NFT all rights of the Primary Rights Owner on the related Art and understands that the purchaser becomes the Primary Rights Owner of the related Art. Once a party transfers ownership of an NFT to another party, the seller no longer has any rights in the NFT, the related art, or any derivative works and must immediately cease any use of the related art and any derivative works based thereon.

 

This Agreement shall govern any Resale as long as it is still attached to the Purchased NFT and provided no other agreement has been concluded between the Primary Rights Owner and the subsequent buyer, which shall only apply between the parties of said agreement.

 

 

 

 

  1. Commercial Use. Subject to your continued compliance with these Terms, Kumayo Morino (the Creator) grants you a worldwide license to use, copy, and display the purchased Art for the purpose of creating derivative works based upon the Art (“Commercial Use”). Examples of such Commercial Use would e.g. be the use of the Art to produce and sell merchandise products (T-Shirts etc.) displaying copies of the Art. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of the Art generally, provided that the marketplace cryptographically verifies each Primary Rights Owner’s rights in the Art to ensure that only the actual owner can display the Art; (ii) owning or operating a third party web Marketplace(s) or application that permits the inclusion, involvement, or participation of the ART generally, provided that the third party web Marketplace(s) or application cryptographically verifies each Primary Rights Owner’s rights to display the Art for their R Planet to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the Primary Rights Owner leaves the website/application; or (iii) earning revenue from any of the foregoing.

 

 

 

 

  1. Killer Bears NFT Intellectual Property. Other than the rights to the NFT, nothing herein gives you any rights to any Killer Bears NFT Intellectual Property or any other trademarks or other intellectual property rights belonging to the Creator(Kumayo Morino) including, without limitation, to Killer Bears NFT and the associated logos, slogans or any other associated marks. All of these rights are expressly reserved in the name of the Creator.

 

When using the Art, in any way whatsoever, including but not limited to its publication, exploitation, and/or promotion, the Primary Rights Owner shall not use the trademarks, service marks, or proprietary words or symbols of the Creator. By exception, when using the Art for non-commercial purposes only, the Primary Rights Owner shall have the right to reference the Creator by using the denomination “Killer Bears”,  “Killer Bears NFT” or Associated denominations “Kumayo Morino”, unless informed otherwise by the Creator . Such use shall not, in any way whatsoever, damage or adversely impact the Creator ’s reputation.

 

Moriyo Kumano (The Creator) shall have the right, at its sole discretion, to promote, including through social media, any public use of the Art by the Primary Rights Owner, unless the Primary Rights Owner informs the Creator otherwise, in writing consent.

 

Nothing contained in this Agreement shall grant or shall be deemed to grant to either party any right, title or interest in or to the other party’s trademarks.

 

In any case, the Primary Rights Owner shall not use the Art in a way that would or could present the Creator as endorsing, recommending or favoring, in any way whatsoever, the Primary Rights Owner and/or its use of the Art.

 

 

  1. Feedback. You may choose to submit comments, bug reports, ideas or other feedback about the Site, including without limitation about how to improve the Marketplace (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback in any way we choose without additional compensation to you and you hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license to incorporate and use the Feedback for any purpose.

 

 

 

2.Your Obligations

You are solely responsible for your own conduct while accessing or using the Site, and for any consequences thereof. You agree to use the Site 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 the Site 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 the Site; (vii) use the Site for any unauthorized commercial purpose; (viii) modify, adapt, translate, or reverse engineer any portion of the Site; (ix) remove any copyright, trademark or other proprietary rights notices contained in or on the Site or any part of it; (x) use any technology to collect information about the Site’s for any unauthorized purpose; (xi) access or use the Site for the purpose of creating a product or service that is competitive with any of our products or services. If you engage in any of the activities prohibited by this Section, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account.

 

 

 

  1. Fees and Payment
  2. If you elect to purchase a Killer Bears NFT through the Marketplace, 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.

 

  1. 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.

 

  1. It is expressly agreed that all intellectual property rights assigned to the Primary Rights Owner, or to the subsequent Primary Rights Owners, are granted in consideration of the price paid by the Owner to purchase the Purchased NFT, as listed on the NFT marketplace on which it is acquired (the “Purchase Price”), where applicable, which shall be deemed fixed and definitive. Notwithstanding the foregoing, the Creator shall also be entitled to compensation on any Resale of the Purchased NFT in accordance with the percentage of commission determined by the NFT marketplace on which said Resale is completed.

 

 

 

  1. Cooperation

The Creator and the Primary Rights Owner shall cooperate in good faith and reasonably assist each other in the prosecution of legal proceedings involving the Art, or derivate works there from, including proceedings conducted for the purpose of protecting any and all intellectual property rights on the Art from infringement.

 

The Creator shall have the right to protect and defend, including through litigation, the rights attached to the Art in the event of the Owner’s inaction and subject to its prior information.

 

 

  1. Disclaimer
  2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE MARKETPLACEIS AT YOUR SOLE RISK, AND THAT THE Marketplace 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 THE Marketplace AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, 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 THE Marketplace WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE Marketplace WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE Marketplace WILL BE ACCURATE, (III) THE Marketplace OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE Marketplace ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE Marketplace 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.

 

  1. 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 WILLFUL MISCONDUCT.

 

  1. 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.

 

 

  1. Limitation of Liability
  2. 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.

 

  1. YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SITE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $500.

 

  1. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE MARKETPLACE 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 THE MarketplaceTO YOU WITHOUT THESE LIMITATIONS.

 

 

  1. Governing Law

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the initial intention of the parties.

 

The validity of this Agreement and any of its terms and provisions, as well as the rights and duties of the parties hereunder, shall be governed, interpreted and enforced in accordance with the laws of the United States.

 

 

  1. Indemnification

You agree to hold harmless and indemnify Killer Bears 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 the Marketplace, or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Marketplace.

 

  1. 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 the Marketplace.

 

  1. Age Limit

Our Marketplace and Content is not intended for children under the age of 18.  You must be at least 18 years old to access this Marketplace or purchase an R Planet. If you are under 18 years old you are not permitted to use this Marketplace for any reason. By accessing the Marketplace, you represent and warrant that you are at least 18 years of age.

 

  1. Dispute Resolution; Arbitration

All disputes arising out of or in connection with these Terms, including without limitation your access or use of the Marketplace, or to any products sold or distributed through the Marketplace, will be referred to and finally resolved by arbitration under the rules of the American Arbitration Association. The case will be adjudicated by a single arbitrator and will be administered by the American Arbitration Association in accordance with its applicable rules. Each party will cover its own fees and costs associated with the arbitration proceedings. The place of arbitration will be Delaware. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.

 

 

WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE Marketplace OR ANY PRODUCTS SOLD OR DISTRIBUTED THROUGH THE Marketplace, OR THE SMART CONTRACTS: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE