Terms of Use
The following NFT Terms of Use (these “Terms of Use”) set out the terms and conditions on use of the service of distributing an NFT free of charge or selling it for value on the site (https://virtual-gshock.casio.com/intl/virtualgshocknft-001_info, the “Site”) operated by CASIO COMPUTER Co., Ltd. (The company address:1-6-2 Honmachi, Shibuya-ku, Tokyo, The commercial register number:4011001030015) (“CASIO”) on consignment from CryptoGames Inc. (the “Seller”) and acquisition, possession, and use of the NFT (the “Service”).
For use of the Service, you need to consent to these Terms of Use and the “Privacy Notice” which displayed on next page (the “Privacy Notice”). Please fully read these Terms of Use and the Privacy Notice before using the Service; if you consent to the terms, please check the following checkbox “I agree.” in either case.
The Terms apply to every agreement between you as a User (“User”, “you”, “your”, “yours”) and CASIO for the use of the Services concluded through the Site (“Contract”), provided that you have agreed to be bound by these Terms of Use on the Site. You will also receive the contractual provisions together with information on the Site upon our NFT acquisition confirmation.
The Service is not directed to persons who is a minor under relevant applicable laws and regulations. If you are a minor, please do not use the Service.
NFT Terms of Use
Article 1 (Definitions of Terms)
1. “Free NFTs”: meaning a non-fungible token distributed by CASIO to the User free of charge on the Site as part of the Service.
2. “Paid NFTs”: meaning a non-fungible token sold by CASIO to the User for value on the Site as part of the Service.
3. “NFTs”: referring to collectively or individually Free NFTs and Paid NFTs.
4. “NFT Art”: meaning arts, graphics, and other designs linked to the NFTs (including forms, such as image data and 3D data).
5. “Owner”: meaning the person who lawfully acquired the NFTs in accordance with the Terms of Use.
6. “User”: referring to collectively or individually the person who desires to acquire the NFTs and the Owner.
7. “Intellectual Property Rights”: meaning all patent rights, utility model rights, trademark rights, design rights, copyrights, and any other intellectual property rights (including the right to obtain and apply for these rights) in any country, state, region, or jurisdiction.
Article 2 (Application)
1. The purpose of these Terms of Use is to set out terms and conditions on use of the Service by the User, and acquisition, possession, and use of the NFTs, and these Terms of Use shall apply to all relationships related to use of the Service between the User and CASIO.
2. If CASIO provides for individual terms and additional terms and conditions related to the Service (including the terms and conditions on utility (as set forth in Article 9, paragraph 1; the same applies hereinafter) and collectively, the “Individual Terms and Conditions”), those Individual Terms and Conditions shall constitute a part of these Terms of Use, and if those Individual Terms and Conditions conflict with these Terms of Use, those Individual Terms and Conditions shall prevail.
Article 3 (User Representations and Warranties)
The User represents and warrants to CASIO that each of the following items is true and correct.
(1) the User is not a member of anti-social forces (an organized crime group, a member of an organized crime group, a person who ceased to be an organized crime group member within the past five years, a quasi-member of an organized crime group, a company related to an organized crime group, an extortionist threatening to disrupt shareholder meetings, a group engaging in criminal activities under the pretext of conducting social campaigns, a special intelligence crime group, or any other person equivalent thereto) and does not have any relationships with anti-social forces, nor is there a possibility of the User having such relationships;
(2) the User does not engage in an anti-social behavior, such as making unreasonable demands;
(3) the User is a resident of Japan or other countries approved by CASIO;
(4) the User has not violated these Terms of Use or other provisions specified by CASIO; and
(5) the User is not a minor under relevant applicable laws and regulations. If the User is a minor, he/she shall be deemed to have obtained the consent of a person with parental authority.
Article 4 (Use of Wallet Blockchains)
1. In order for the User to obtain an NFTs in the Service, the User is required to hold a MetaMask wallet which may be provided by a third party or a wallet service designated in advance by CASIO (the “Wallet”) at its own responsibility and pursuant to the terms and conditions applicable for such Wallet. To purchase, transmit, and use an NFTs via the Service, you must further have internet access. CASIO is not the provider of the Wallet, and the Wallet is subject to third party terms and conditions.
2. The User shall not disclose to a third party or cause a third party to use information, such as secret keys used for the acquisition, management, or transfer of its own Wallet address (Wallet address together with the secret keys: the “Wallet Information”) or the NFTs, in the use of the Service and shall be responsible for maintaining the confidentiality of such information so that it is not leaked.
3. CASIO may deem an action conducted by using the Wallet Information as an action by the User responsible for managing the Wallet Information.
4. In the case where CASIO sends the NFTs to a Wallet Information for receipt of the NFTs that has been designated by the User by mistake, and the User cannot access the NFTs, CASIO shall be deemed to have performed its delivery obligation in relation to the distribution or sale of the NFTs to the User and shall not owe any further liability unless the incorrect allocation or transfer is due to culpable misconduct on the part of CASIO.
5. CASIO does not possess, operate, or manage blockchains and does not guarantee that blockchains are suitable for the purpose of the User, or that they are complete, accurate, useful, able to be used continuously, or will not cause malfunctions.
6. The User acknowledges that CASIO does not manage or determine gas charges, which are network fees on blockchains, and that changes in gas charges are unpredictable and are not returnable to the User in any case. The User acknowledges that it shall incur gas charges when the User makes a transaction related to the NFTs as communicated to the client during the ordering process.
Article 5 (Acquisition of the NFTs)
1. A detailed description of our NFTs including their availability, description, prices, and payment terms is available on Site. The presentation of NFTs and NFT Art on the Site does not constitute a legally binding offer, but merely an invitation to the User to make a binding offer for the acquisition of those NFTs.
2. CASIO may, at its sole discretion, impose certain limitations, e.g., on the number of NFTs that may be acquired but also on other matters in relation to the acquisition of NFTs, such limitations will be communicated in a transparent and easy understandable manner before and during the acquisition process as described below.
3. To the extent permitted by applicable laws and regulations, (i) a User who intends to acquire a Paid NFTs in accordance with paragraph 1 shall pay the costs of the Paid NFTs to the Seller in a currency or a crypto-asset designated by CASIO; and (ii) The costs shall be nonrefundable, regardless of the reason.
Article 6 (License Based on Free NFTs)
1. CASIO grants the Owner only who is a resident in the countries approved by CASIO non-exclusive right during the acquisition, possession, and use of Free NFTs to view NFT Art linked to Free NFTs acquired by the Owner as well as the right to display such NFT Art on web services, such as social networking services (SNS) and blogs, only for the purpose of personal entertainment in accordance with these Terms of Use (the “Free NFT Use Rights”). The Owner shall not be permitted to sublicence the Free NFT Use Rights to a third party.
2. The Owner may not transfer Free NFTs or the Free NFT Use Rights to any third party.
Article7 (License Based on Paid NFTs)
1. CASIO grants the Owner only who is a resident in the countries approved by CASIO non-exclusive right during the acquisition, possession, and use of Paid NFTs to view NFT Art linked to Paid NFTs acquired by the Owner as well as the right to display such NFT Art on web services, such as social network services (“SNS”) and blogs, only for the purpose of personal entertainment and on the following conditions, in accordance with these Terms of Use (the “Paid NFT Use Rights”) (the contract established between CASIO and the Owner in accordance with this paragraph is referred to as the “Paid NFT License Contract”):
(1) acquisition, possession, and use of Paid NFTs are limited to the Owner who is a resident in a country approved by CASIO;
(2) consideration for licensing the Paid NFT Use Rights by CASIO to the Owner is included in the price of Paid NFTs;
(3) licensing of the Paid NFT Use Rights by CASIO to the Owner does not include the transfer of any Intellectual Property Rights related to the NFT Art; and
(4) the Owner may not license (or sublicense) the Paid NFT Use Rights to a third party.
2. The Owner of a Paid NFTs may transfer their own Paid NFTs to a third party through OpenSea, a NFTs transaction platform provided by a third party (referring to a web service which is accessible from https://opensea.io/ and hereinafter referred to as “OpenSea”; the platform may be added or changed) subject to the following conditions (“Transfers”):
(1) the Owner who transfers Paid NFTs (the “Transferor”) shall ensure state the terms and conditions of these Terms of Use are agreed by and apply to the person who desires to obtain the Paid NFTs (the “Transferee”); and
(2) the Transferor shall pay the royalty fee to CASIO in the manner and at the rate set out by CASIO on Site for the consideration to be obtained through the transfer; and
(3) Compliance with the then current version of the OpenSea terms and conditions which may be accessed on their site.
3. At the time when the Owner/Transferor transfers a Paid NFTs (and no longer possesses the Paid NFTs) in accordance with the preceding paragraph, the Paid NFT License Contract, including the Paid NFT Use Rights, shall terminate automatically without notice to the Owner/Transferor and shall be automatically established between the Transferee (i.e., the new Owner of the Paid NFTs) and CASIO, with the same terms and conditions as those of these Terms of Use and the terms and conditions presented by CASIO at the time of the license of the Paid NFTs by the User. CASIO herby accepts the conclusion of the Paid NFT License Contract with the Transferee based upon a Transfer.
4. CASIO is not responsible for any Transfer.
5. Notwithstanding paragraph 2 of this Article, CASIO does not guarantee the possibility of the completion of Transfer of Paid NFTs on OpenSea. If the Owner transfers Paid NFTs on OpenSea, the Owner shall acknowledge in advance that Paid NFTs may not be transferred due to modifications of the terms of use of OpenSea or the specifications thereof.
Article 8 (Intellectual Property Rights)
1. The Owner shall not be entitled to use the NFTs and the NFT Art except as expressly permitted under these Terms of Use or statutory law.
2. The Owner acknowledges that the copyright and other Intellectual Property Rights concerning the NFTs and the NFT Art are not transferred upon the acquisition of the NFTs but belong to CASIO or the entitled holder who licenses its rights to CASIO.
Article 9 (Utility)
1. For certain NFTs determined by CASIO, CASIO may provide utility exclusive to the Owners of such NFTs. The details and other terms and conditions of the utility will be described by CASIO on their Site.
2. The Owner shall acknowledge that CASIO does not guarantee the realization and details of the utility, and that the details of the utility may be changed without prior notice at any time and at the sole discretion of CASIO. The Owner shall not terminate the agreement for acquisition of the NFTs on the grounds that the utility is inadequate.
Article 10 (Prohibited Actions)
1. The User shall not carry out the following actions regarding the use of the Service and the NFTs:
(1) actions in violation of these Terms of Use;
(2) actions that infringe the Intellectual Property Rights, image rights, privacy rights and other rights or interests of CASIO or a third party;
(3) actions to make any modifications, changes, etc. to the NFT Art (other than changing its size);
(4) except as otherwise expressly permitted under these Terms of Use or statutory law, actions to transfer, sublicense, reproduce, sell, publish or otherwise use the rights to NFTs, NFT Art, or the Free NFT Use Rights, Paid NFT Use Rights or other use rights or the like thereof;
(5) actions to use the NFTs and NFT Art for advertising or marketing of the Owner’s or other third party’s products, services or the like, or for other commercial purposes;
(6) actions to use the NFTs or NFT Art in connection with violent or threatening expressions, spreading of rumors, expressions that cause damage to the reputation or credit of CASIO or a third party, expressions that constitute discrimination, harassment, slander, obscenity, child pornography or child abuse, or other offensive or disturbing expressions, etc.;
(7) actions related to money laundering or actions similar thereto, or actions that are against the public policy;
(8) actions in violation of the terms of use of the Wallet, OpenSea, or other relevant third-party services;
(9) actions to use the NFTs for remittance or payment purposes;
(10) actions to use the NFTs for profit distribution;
(11) actions in violation of the laws and regulations or the like, or actions related to a criminal act;
(12) actions related to anti-social acts or offering of profits to anti-social forces;
(13) actions that will impose an excessive load on the network, system or the like of CASIO;
(14) actions to wrongfully access or attempt to wrongfully access the network, system or the like of CASIO;
(15) actions by the User who is a minor under relevant applicable laws and regulations;
(16) actions that directly or indirectly cause or facilitate the actions described in each of the preceding items; or
(17) other actions that CASIO reasonably determines as inappropriate.
2. The User shall immediately notify CASIO if an action that falls under either of the items under the preceding paragraph occurs or may occur.
Article 11 (Warranty & Limitation of Liability)
1. Unless expressly agreed otherwise, your warranty claims are governed by statutory law.
2. In an NFTs acquisition, if the acquisition procedures were not completed due to crypto-assets being sent to an address other than the address designated by CASIO, the User shall not be able to ask CASIO to return, reimburse, etc. such crypto-assets; and CASIO shall not be responsible for the damage incurred by the User unless CASIO has culpably caused such sending of crypto-assets.
3. CASIO shall not be responsible for services provided by operators other than CASIO (including blockchain creation status or other network, Wallet, or OpenSea), except such third parties act as subcontractors of CASIO.
4. You are solely responsible for any hardware, systems or software programs required for using, browsing, streaming, downloading, uploading or transmitting any NFTs content.
5. CASIO is liable in the event of damages occasioned by wilful misconduct, gross negligence, or fraudulent misrepresentation and for all damages arising from injury of life, limb, or health and from statutory law.
6. In other cases, CASIO is only liable in the event of a breach of a contractual obligation, the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which you may regularly rely (so-called cardinal obligation), limited to compensation for the foreseeable and typical damage.
Article 12 (Termination & Restriction of Use)
1. Either party’s right to terminate for cause remains unaffected as well any statutory rights to terminate orderly and/or rescind from a contract.
2. CASIO may terminate the Contract after the expiry without result of a reasonable period of time specified for relief or after a warning notice has failed to obtain a result, if:
(1) the payment for Paid NFTs is suspended; or
(2) the User becomes subject to disposition of delinquency for taxes and other public charges.
3. Termination for cause, which reasonably does not require a prior warning and leads to an immediate termination or suspension of the Service by CASIO includes (but is not limited to) the following:
(1) the User has died;
(2) the User is involved in money laundering or terrorist financing or is engaged in actions that would be suspected of either of them;
(3) the User is impersonating another user;
(4) the User engages in actions that obstruct or hinder the operation of the Service;
(5) the User is engaged in actions provided under Article 10;
(6) the User is a person to whom CASIO has previously restricted use of the Service;
(7) the User does not consent to the modifications to these Terms of Use or transaction rules or the like determined by CASIO; or
(8) CASIO deems that it is inappropriate for the User to use the Service for reasons other than those provided under the preceding items.
4. If CASIO is entitled to terminate the Contract, CASIO may alternatively temporarily suspend or limit access to the Service. A suspension or limitation does not preclude CASIO from terminating the Contract later and/or for other causes.
5. If the User falls under any of the items under the preceding paragraph 2 and 3 of this Article, the User shall automatically forfeit the benefit of time for all obligations it owes against CASIO, and the User will be required to immediately pay all of its obligations to CASIO.
6. CASIO shall not be liable for any damage incurred by the User arising from the measures taken by CASIO pursuant to and in relation of that prescribed under paragraph 2 and 3 of this Article.
Article 13 (No Right to Return)
To the extent permitted by applicable laws and regulations, CASIO will not accept the returns of the NFTs (i.e., withdrawal of acceptance of offer or cancellation of agreement) already distributed or sold to the User through the Service.
Article 14 (Modification and Termination of these Terms of Use)
1. To the extent permitted by applicable laws and regulations, CASIO may modify these Terms of Use by providing a prior notice to the User on the Site. Unless the notice includes an effective date, the Terms of Use after such modification shall come into effect from the date on which one week has lapsed from the date of notice by CASIO.
2. To the maximum extent permitted by applicable laws and regulations, CASIO may, without making prior notice to the User, at any time and at its own discretion suspend or cease the provision of, revise, amend or otherwise modify all or part of the NFTs, NFT Art, or the Service including utility, or terminate the Paid NFT License Contract.
3. The User agrees in advance that, under the preceding paragraph, the Free NFT Use Rights, Paid NFT Use Rights or other rights concerning the NFTs or the NFT Art may be extinguished, and that the User will cease to be able to own the NFTs.
4. CASIO shall not be liable for any damage incurred by the User in connection with paragraph 2 of this Article.
Article 15 (No Assignment of Rights and Obligations)
The User shall not assign all or part of its rights or obligations under these Terms of Use to any third party without the written approval of CASIO.
If CASIO transfers the business concerning the Service to a third party (this includes not only business transfer but also company split and any other cases where the business will be transferred), CASIO shall be able to transfer to the transferee of such business transfer the rights and obligations under these Terms of Use as well as the User’s information related to the Service upon such business transfer ; and to the maximum extent permitted by the applicable law(s), the User shall be deemed to have consented to such transfer in advance under this paragraph.
Article 16 (Method of Notice)
1. Unless otherwise provided in these Terms of Use, the notice by CASIO to the User shall be provided by posting on CASIO’s website or via other means that CASIO considers appropriate and which is accessible to the User.
2. In the case where CASIO provides a notice to the User by posting on CASIO’s website pursuant to the preceding paragraph, such notice shall be deemed to have reached the User upon the e-mail being sent or upon such notice being posted on CASIO’s website.
Article 17 (Taxes and Other Public Charges)
Taxes and other public charges imposed on the User in connection with the NFT or Services shall be borne by the User. Further, the User shall confirm the type and amount of taxes and other public charges imposed on it at its own responsibility.
Article 18 (Others)
1. These Terms of Use shall be governed by and construed in accordance with the laws of Japan.
2. The Tokyo District Court shall be the agreed court with exclusive jurisdiction in the first instance for any disputes arising in relation to these Terms of Use.
3. To the extent permitted by applicable laws and regulations, the official text for these Terms of Use shall be English. If there are any inconsistencies, discrepancies or the like between these Terms of Use made in other languages, the English version shall prevail.
4. For any consultations or inquiries related to the NFTs, please contact our contact form (https://noteforms.com/forms/contact-form-zotn3r).
5. The European Commission's platform for online dispute resolution (“ODR”) for consumers can be used under the following link: https://ec.europa.eu/consumers/odr/. CASIO is not willing and not obliged to participate in a dispute resolution procedure before a consumer arbitration board.
Supplementary provisions
These Terms of Use shall come into effect and be enforced on December 15th, 2023 (JST).