MEGA MAN X DiVE NFT

NFT Auction Terms and Conditions

Enacted: December 6, 2023

Last Modified: December 6, 2023

1. Acceptance of the Terms and Conditions

These terms and conditions are entered into by and between You and gumi Inc. ( “gumi”, "Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms and Conditions"), govern your bidding, purchases, as well as your participation, in the Mega Man NFT Collection Auction (the “Auction”) taking place on the NFT marketplace, OpenSea (https://opensea.io) (the “OpenSea Marketplace”), owned and operated by Ozone Networks, Inc. d/b/a OpenSea (“OpenSea”) and your use of the licensed blockchain-tracked, non-fungible token(s) (the “Licensed NFT(s)”).

Please read these Terms of Conditions carefully before you bid, purchase or participate in the Auction. By bidding, purchasing, or participating in the Auction, you accept and agree to be bound and abide by these Terms of Conditions and our Privacy Policy, found at (https://gu3.co.jp/en/policy/), incorporated herein by reference. By bidding, purchasing or participating in this Auction, you also agree to be bound by all of the terms of service included as part of Terms of Service for the OpenSea Marketplace (https://opensea.io/tos) (the “OpenSea Terms of Service”). If you do not want to agree to these Terms and Conditions, the Privacy Policy, or the OpenSea Terms of Service, you must not bid, purchase or participate in this Auction.

This Auction is offered and available to users who are 18 years of age or older, or the age of majority in your country or territory, whichever is older, and reside outside the country of Japan. By bidding, purchasing or participating in the Auction, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not bid, purchase or participate in the Auction.

2. Changes to the Terms and Conditions

We may revise and update these Terms of Conditions from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all bids, purchases, and participation in the Auction thereafter.

Your continued bidding, purchasing or participation in the Auction following the posting of revised Terms and Conditions means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

3. Participation in the Auction and Account Security

We reserve the right to withdraw or amend the Auction, and any service we provide through the Auction, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Auction is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Auction, or the entire Auction, [to users, including registered users].

You are responsible for both:

Making all arrangements necessary for you to have access to the Auction.
Ensuring that all persons who bid, purchase or participate in the Auction through your internet connection are aware of these Terms and Conditions and comply with them.
Acquiring a digital wallet and funding the wallet with Ethereum based digital currency.

To bid, purchase or participate in the Auction, you may be asked to provide certain registration details or other information. It is a condition of your bid, purchase, or participation in the Auction that all the information you provide in the Auction is correct, current, and complete. You agree that all information you provide to register with this Auction or otherwise, is governed by our Privacy Policy (https://gu3.co.jp/en/policy/), and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

[If you choose, or are provided with, a user name, password, or any other piece of information as part of our or the OpenSea Marketplace’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Auction or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer or electronic device so that others are not able to view or record your password or other personal information.]

4. Purchases of the Licensed NFTs, No Refunds, and Taxes

All purchases of the Licensed NFt(s) in the Auction on the OpenSea Marketplace are governed by the OpenSea Terms of Service in addition to these Terms and Conditions.

Additional terms and conditions may also apply to specific portions, services, or features of the Auction. All such additional terms and conditions are hereby incorporated by this reference into these Terms and Conditions.

All purchases of the Licensed NFT(s) in the Auction as well as associated charges, are non-refundable for any reason. This no-refund policy shall apply at all times irrespective of your usage of the Licensed NFT(s), any interruption or defect in operation or system failure of the Licensed NFT(s) or block-chain on which the Licensed NFT(s) are tracked, or any other reason whatsoever.

You are responsible for all applicable taxes on your transactions related to this Auction (including, but not limited to, purchases, sales and transfers of the Licensed NFT(s)). Such taxes includes any VAT, sales or similar tax wherever such taxes may arise. The applicable tax rate will be determined based upon the country or territory where you reside. The Company is not responsible for determining the taxes that may apply to your transaction(s) related to this Auction (including, but not limited to, purchases, sales and transfers of the Licensed NFT(s)).

5. Licensed Rights and Intellectual Property Rights

The Auction, the OpenSea Market Place, and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, OpenSea or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The art, graphics, images, designs, logos, and drawings that are associated with the Licensed NFT(s) (the “Art and Graphics”), and any name, likenesses, marks, copyrights, trade dress designs that are associated with the Licensed NFT(s) (the “Name and Likeness”), and all intellectual property rights, title and interest therein are owned by the Company, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The rights that you have in and to the Licensed NFT(s), and the Art and Graphics are limited to those expressly stated in this Section 5 of these Terms and Conditions. The Company and its licensors reserve all rights and ownership in and to the Licensed NFT(s), the Name and Likeness, and the Art and Graphics not expressly granted to You in this Section 5 of this Terms and Conditions.

Subject to your continued compliance with these Terms and Conditions and the OpenSea Terms of Service, the Company grants you a worldwide (excluding the country of Japan), non-exclusive, non-transferable (except as specifically provided below in this Section 5), royalty-free license to display the Art and Graphics for your Licensed NFT(s), solely for the your own personal entertainment, non-commercial use.

You have the limited right to transfer the Licensed NFTs, provided that (a) the transferee of the Licensed NFTs accepts all of the terms of these Terms and Conditions and all of the terms of the OpenSea Terms of Service; (b) You have not prior to the transfer of Your Licensed NFT(s) breached these Terms and Conditions or the OpenSea Terms of Service; (c) prior to the transfer Your license to the Licensed NFT(s) has not been terminated by the Company.

The Company is not responsible or liable for covering any additional cost, fees and/or expenses required or imposed on You by the OpenSea Marketplace or other platform through which You transfer Your Licensed NFT(s).

The licensed rights granted to You under these Terms and Conditions shall automatically terminate and all rights shall return to the Company if: (i) You at any time sell, trade, give away, transfer, or otherwise dispose of Your Licensed NFT (s) for any reason except as specifically provided in this Section 5 of the Terms and Conditions; You breach any of the terms of the OpenSea Terms of Service; or You become insolvent or bankrupt, are the subject of an administration, enter into any voluntary arrangement with your creditors, or are subject to any equivalent event or proceedings.

You acknowledge and agree that the Licensed NFT, the Name and Likeness and/or the Art and Graphics from Your Licensed NFT(s) may contain intellectual property from third parties which are subject to additional license and restrictions by such third parties. You acknowledge and agree that You will be responsible for complying with any such additional license and restrictions from the date you are notified by the Company of such additional license and restrictions. You acknowledge and agree that failure to abide by such additional license and restrictions will be deemed a breach of the Terms and Conditions.

6. Restrictions on the Licensed NFT(S)

You must not, nor permit a third party to or attempt to, and of the any following with the Licensed NFT(s) without the express written permission, authorization or approval from the Company as follows:

You must not:

Modify the Licensed NFT(s), the Name and Likeness and/or Art and Graphic(s) from Your Licensed NFT(s) in any way.
Use the Licensed NFT(s), the Name and Likeness and/or Art and Graphic(s) from Your Licensed NFT(s) to commercially advertise, market, or sell any product, good or service.
Use the Licensed NFT(s), the Name and Likeness and/or Art and Graphics from Your Licensed NFT(s) in any videos, broadcasts, movies, streams, podcasts, or any other forms of media.
Use the Licensed NFT, the Name and Likeness and/or Art from Your Licensed NFT(s) in any commercial merchandize.
Use the Licensed NFT(s), the Name and Likeness and/or Art and Graphic(s) for Your Licensed NFT(s) in connection with illustrations, photographs, video or audio sequences, or any graphics that depict violence, hatred, explicit sexuality, racism, drugs or crime.
Use any illustrations, images, or any graphics separately from the Licensed NFT(s), the Name and Likeness and/or Art and Graphic(s) from Your Licensed NFT(s).
Create derivative works of the Licensed NFT(s), the Name and Likeness and/or Art and Graphic(s) from Your Licensed NFT(s).
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Licensed NFT(s), the Name and Likeness and/or Art and Graphic(s) from Your Licensed NFT(s).
Use for any commercial purposes or benefit any part of the Licensed NFT(s), the Name and Likeness and/or Art and Graphic(s) from Your Licensed NFT(s).
Claim, file, register or attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Licensed NFT, the Art and Graphics, and/or the Name and Likeness and/or Art and Graphics from Your Licensed NFT(s).

If you use or allow any other person to do any of the above items with the Licensed NFT(s), the Name and Likeness and/or Art and Graphic(s) in breach of the Terms and Conditions, Your limited right and license to use the Licensed NFT(s) and/or Art and Graphic(s) will cease immediately and you must, at our option, remove or destroy any of the materials containing the Licensed NFT, the Art and Graphics, and/or the Name and Likeness and/or Art from Your licensed NFT.

These restrictions in this Section 6 will survive the expiration or termination of the Terms and Conditions.

7. Trademarks

The Company name, the terms “gumi”, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Auction are the trademarks of their respective owners.

8. Prohibited Uses

You may use the Licensed NFT(s), the Name and Likeness and/or Art and Graphic(s) only for lawful purposes and in accordance with these Terms and Conditions. You agree not to use the Licensed NFT(s), the Name and Likeness and/or Art and Graphic(s) :

In any way that violates any applicable federal, state, local, or international law or regulation.
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Licensed NFT(s), or which, as determined by us, may harm the Company or users of the Auction, or expose them to liability.
Otherwise attempt to interfere with the proper working of the Auction.

9. Monitoring and Enforcement; Termination

We have the right to:

Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Licensed NFT(s), the Name and Likeness and/or Art and Graphic(s) .
[Terminate or suspend your access to all or part of the Licensed NFT(s) for any violation of these Terms and Conditions.]

10. Assumption of the Risk

You acknowledge and agree that You assume and bear the following risks with respect to licensing Your Licensed NFT(s), having obtained sufficient information to make an informed decisions about assuming and bearing such risks, and the Company does not assume or bear such risks:

The market value and price for NFT(s) are extremely volatile, and fluctuations in the market value or price of other NFTs could materially and adversely affect the market value or price of Your Licensed NFT, and the market value or price of Your Licensed NFT may materially diminish;
There are cyber security risks associated with using NFT(s) including without limitation, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software attack, and the risk unauthorized entry and access to information stored within your digital wallet, electronic device or elsewhere;
Changes or upgrades to the Ethereum platform, a failure or cessation of Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may adversely affect the Licensed NFT(s);
The risks related to taxation of Licensed NFT(s) in the Auction;
The risk of loss of the Licensed NFT(s) resulting from loss of private key(s) or other custodian system or operation failure;
The risk related to transfer of the Licensed NFT(s) to transferee(s) in a transaction in a secondary market; and
The risk related to cyber or mining attacks due to security weaknesses.

11. Changes to the Auction

We may update the content on this Auction from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Auction may be out of date at any given time, and we are under no obligation to update such material.

12. Information About You and Your Visits to the Auction

All information we collect on this Auction is subject to our Privacy Policy https://gu3.co.jp/en/policy/) . By bidding, purchasing or participating in the Auction, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

13. Links from the Auction

If the Auction contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Auction, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

14. Disclaimer of Warranties

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY CYBER ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, DIGITAL WALLET OR OTHER PROPRIETARY MATERIAL DUE TO YOUR PARTICIPATION IN THE AUCTION, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE AUCTION, AND/OR YOUR LICENSE, SALE, OR POSSESSION OF THE LICENSED NFT(S).

YOUR PARTICIPATION IN THE AUCTION, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE AUCTION, AND/OR YOUR LICENSE, SALE, OR POSSESSION OF THE LICENSED NFT(S). THE AUCTION, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE AUCTION, AND/OR YOUR LICENSE, SALE, OR POSSESSION OF THE LICENSED NFT(S) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE AUCTION AND/OR YOUR LICENSE, SALE, OR POSSESSION OF THE LICENSED NFT(S).

WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE AUCTION, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE AUCTION AND/OR YOUR LICENSE, SALE, OR POSSESSION OF THE LICENSED NFT(S)WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE AUCTION OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE AUCTION AND/OR YOUR LICENSE, SALE, OR POSSESSION OF THE LICENSED NFT(S)WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE WITH RESPECT TO YOUR PARTICIPATION IN THE AUCTION AND/OR YOUR LICENSE, SALE, OR POSSESSION OF THE LICENSED NFT(S).

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15. Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO YOU OR ANY OTHER PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE LICENSED NFT(S) OUT OF WHICH LIABILITY AROSE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms and Conditions or your participation in the Auction and/or your license, sale, or possession of the Licensed NFT(s), your violation of any law or the rights of a third party.

17. Governing Law and Jurisdiction

All matters relating to your participation in the Auction, your license, sale, or possession of the Licensed NFT(s), and/or these Terms and Conditions, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Country of Japan without giving effect to any choice or conflict of law provision or rule (whether of the Country of Japan or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms and Conditions or the Auction shall be instituted exclusively in the first instance district courts , in each case located in the City of Tokyo and County of Japan, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms and Conditions in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

18. Arbitration

At Company's sole discretion, it may require You to submit any disputes arising from these Terms and Conditions, your participation in the Auction and/or your license, sale, or possession of the Licensed NFT(s), including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration in English, in the seat of Tokyo, Japan under the Rules of Arbitration of the Japan Commercial Arbitration Association applying Japanese law.

19. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, THE AUCTION OR THE LICENSED NFT(S) MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

20. Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.

If any provision of these Terms and Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms and Conditions will continue in full force and effect.

21. Entire Agreement

The Terms and Conditions, our Privacy Policy, and OpenSea Terms of Service, constitute the sole and entire agreement between you and gumi Inc. regarding the Auction and/or the Licensed NFT(s) and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Auction and/or the Licensed NFTs.

22. Your Comments and Concerns

This Auction is operated by gumi Inc., located at Sumitomo Fudosan Nishi-Shinjuku Building No. 5, 3F Nishi-Shinjuku 4-34-7 Shinjuku, Tokyo 160-0023 Japan.

All other feedback, comments, requests for technical support, and other communications relating to the Auction should be directed to: https://discord.gg/megamanxdivenft.