MURAKAMI.FLOWERS

Murakami.Flowers Collector Terms

Last updated:February 28, 2022

These Collector Terms govern the rights of owners of non-fungible tokens minted on distributed digital ledgers or blockchains (“NFTs”) that contain or correspond to digital artworks (“Artworks”) created by Takashi Murakami or other artists (each, an “Artist”), which NFTs are first made available through the website operated by Kaikai Kiki New York, LLC. (“Kaikai Kiki”) currently located at murakamflowers.kaikaikiki.com (the “Site,” as further defined in the Terms of Service). Such owners are referred to in these terms as “Collectors.”

If you mint or buy an NFT through the Site, you agree to be bound by these Collector Terms and the Terms of Service, and if you buy or otherwise receive such an NFT from a previous owner, your rights to the NFT and the corresponding Artwork are governed by these Collector Terms and the Terms of Service.

When we say, “we,” “us” or “our,” we mean Kaikai Kiki and its affiliates and its and their employees, officers, directors, shareholders, agents, representatives, licensors (including Artists), suppliers and service providers.

1.NFTs vs. Artworks.

If you mint or buy an NFT through the Site, the blockchain will identify your public blockchain address as the owner of the NFT and you will receive a limited license to the corresponding Artwork as described in these Collector Terms. But other than that license, you do not have any rights in the Artwork, all of which rights remain with and are reserved by us. For ease of reference, we refer to NFTs originally minted on or acquired through the Site as “Site NFTs,” and a Site NFT together with the license rights in the corresponding Artwork as a “Digital Item.”

2.License to Artworks.

Subject to and conditioned upon your compliance with these Collector Terms, for as long as you own a Site NFT, we grant you a limited, personal, non-exclusive, non-sublicensable, non-assignable (except pursuant to your transfer of the Site NFT), worldwide license to display and perform the corresponding Artwork uniquely identified by the Site NFT, solely and exclusively for personal, non-commercial use. We grant you no other rights, whether express or implied, with respect to any Digital Item (in whole or in part), all of which we reserve. In particular, you receive no rights under any patent, trademark, trade secret or other intellectual property or proprietary right. This is true even if your exercise of any rights granted herein would be prevented, frustrated or impaired without such a license.

3.Restrictions.

You may not modify or prepare any derivative work based upon any Digital Item, or commercialize any Digital Item, in whole or in part, or anything including or embodying it. Your license doesn’t permit you to, and you won’t, and you won’t authorize, permit or assist any third party to:

  • exercise any of the rights granted herein in any way that results in direct or indirect compensation, financial benefit or commercial gain of any kind to you or any third party;
  • delete, remove or obscure any trademark notice, copyright notice or other proprietary rights notice on or in any Digital Item;
  • register or attempt to register any trademark or copyright or otherwise acquire intellectual property rights in or to any Artwork;
  • exercise any of the rights granted herein to create, endorse, support, promote or condone any content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as we determine in our sole discretion;
  • use any Digital Item, in whole or in part, except as expressly authorized in these Collector Terms, or exercise any of the rights granted herein in any manner that violates applicable laws or regulations; or
  • use any Digital Item, in whole or in part, in connection with any product, service, business, lobbying effort, political campaign, or message, or in any manner that could suggest or imply our sponsorship, affiliation or endorsement of any product, service, business, lobbying effort, political campaign, or message, or in any manner that is likely to cause confusion or dilute, blur or tarnish our rights in the Digital Item. Any use of a Digital Item, including any goodwill generated by such use, will inure to our benefit.

4.Other Prohibitions.

You won’t (a) create, offer for sale, or sell fractionalized interests in any Digital Item, (b) separate, unlink, or decouple any Artwork from the corresponding Site NFT, or (c) use any Digital Item to create, offer for sale, advertise, promote, or sell anything, including any other NFT.

5.Transferring Digital Items.

Unless you are otherwise prohibited from doing so, you may transfer a Site NFT together with the license to its corresponding Artwork to a third party, provided that:

  • before making the transfer, you provide written notice to the intended transferee (i) of these Collector Terms and (ii) that their exercise of rights in the Digital Item are and will remain subject to and conditioned upon these Collector Terms (which notice may be provided in the sales listing for the Digital Item);
  • you make the transfer on a platform that (i) verifies that the blockchain identifies your public blockchain address as the owner of the corresponding Site NFT and (ii) conforms to the highest industry standards and customs regarding royalty collection and payment;
  • the transfer complies with applicable laws and regulations, and with the terms of the platform on which you effect the transfer; and
  • you pay (or cause to be paid) the applicable royalty in accordance with Section 6 below.

6.Royalty.

When you transfer any Digital Item, you shall pay us (or cause to be paid to us) a royalty equal to the amount paid by the transferee (without deductions of any kind) multiplied by 7.5 (seven point five) percent. The platform on which you make the transfer may automatically collect and pay us the royalty, which payment would fulfill your obligation to pay the applicable royalty. You shall pay all fees (e.g., “gas,” platform fees) and taxes (other than taxes on our net income) associated with the transfer and won’t deduct any such amounts from the applicable royalty. You shall pay all such amounts to an account or blockchain address that Kaikai Kiki designates, either in ETH or other cryptocurrency acceptable to Kaikai Kiki. IF YOU OBTAIN A DIGITAL ITEM FROM A THIRD PARTY WHO HAS NOT PAID THE ROYALTY DUE IN CONNECTION WITH SUCH TRANSFER, YOU OBTAIN NO LICENSE TO CORRESPONDING ARTWORK (AND FOR CLARITY, THE LICENSE IN SECTION 2 ABOVE DOES NOT APPLY TO YOU WITH RESPECT TO THE CORRESPONDING ARTWORK) UNLESS AND UNTIL YOU HAVE PAID US (OR CAUSED TO BE PAID TO US) SUCH ROYALTY.

7.Digital Items Are Not Securities.

SITE NFTS, ARTWORKS AND DIGITAL ASSETS ARE INTENDED FOR YOUR PERSONAL USE AND ENJOYMENT. YOU SHOULD NOT PURCHASE THEM WITH AN EXPECTATION OF PROFIT, AND WE WILL HAVE NO OBLIGATION TO TAKE ANY ACTION OR MAKE ANY EFFORTS TO CREATE OR ENHANCE THEIR VALUE.

8.Collector Perks.

Although we have no obligation to do so, we may, or we may authorize third parties to, occasionally make additional content, physical items or other benefits available to the owners of Site NFTs (“Collector Perks”). It’s up to you to stay informed about Collector Perks (e.g., by visiting the Site or other social media accounts) and, if necessary, take any steps to request or collect Collector Perks, which may include verification of your ownership of the applicable Site NFTs). We will provide any terms for Collector Perks in an appropriate location related to the Collector Perk. Unless those terms provide otherwise, any works we provide as Collector Perks are subject to these Collector Terms as if they were Digital Items. You will have no license rights to any physical items that we make available as Collector Perks unless we expressly provide otherwise when we make them available. None of us or any third party will have any responsibility or liability for, arising out of, or relating to any Collector Perk.

9.Termination.

If you breach these Collector Terms, the Terms of Service, or any other policies posted on the Site, your rights to any Digital Items, including the rights to display and perform corresponding Artworks, will immediately terminate without notice. Kaikai Kiki may reinstate your rights by providing you with written notice of such reinstatement if Kaikai Kiki, in its sole discretion, (a) concludes that you have cured the breach (if capable of cure), or (b) waives the breach. Kaikai Kiki may disable functionality for the affected Digital Items on the Site and on third-party sites, apps, platforms, and services, including by prohibiting third-party sites, apps, platforms, and services from retrieving or displaying any corresponding Artwork, and take other steps to prevent unauthorized use of Digital Items. We won’t have any obligation or liability to you for taking such actions, and you won’t interfere or attempt to interfere with them.

10.Entire Agreement.

These Collector Terms, together with the Site’s Terms of Service, Privacy Policy and all other policies posted on or referred to on the Site, constitute the entire agreement between you and us relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter.

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