Terms of Purchase of NFTs

contents, including the right to access and display them in accordance with the terms and conditions set forth herein (“Digital Item(s)”).We may provide, as well as Marchandise, either Tangible Items or NFTs separately. NFTs first acquired through the Site shall be referred to as “Site NFT(s)”.

Unless you agree to these Terms of Purchase of NFTs (“Terms of Purchase”), you are not permitted to purchase any Site NFT. Please read these Terms of Purchase with care. The Terms of Purchase applies to the agreement between you and RURI Social Innovation Inc. concerning your purchase of Site NFTs. You acknowledge that your use of the Site and your purchase of Tangible Items shall be governed by separate terms and conditions provided by us.

“We,” “us” or “our,” we mean RURI Social Innovation Inc. and its affiliates and its and their employees, officers, directors agents and representatives.

1. Acceptance of Terms. Your purchase of a Site NFT shall form an agreement between you and RURI Social Innovation Inc. to which the Terms of Purchase shall apply. We may, from time to time, update or amend this Terms of Purchase in our sole discretion to the extent permissible under applicable laws. We will notify you of the updates and amendments in a timely manner by posting the revised version of this Terms of Purchase on the Site, or through any other commercially reasonable means.


2. RegistrationTo make and finalize purchases, you will be required to complete our registration procedures, including registering your name and password, providing your email address, or connecting your blockchain wallet authorized by us (your “ Wallet”). You represent, warrant and covenant that any and all information you submit during this procedure is complete, accurate and up to date. We may, in our sole discretion, reject your offer for purchase or request any additional information we deem necessary.


3. Passwords and Crypt Key. Your password and crypt key are for your own personal use only. You are solely responsible for maintaining the security of your password and crypt key, and for any use or misuse. You must immediately notify us of any unauthorized use once detected.


4. Purchases
   
   
   1. Purchases. Through the Site, you may purchase Site NFTs subject to these Terms of Purchase. We will provide pricing and payment terms, including payment methods, on the Site separately. Site NFTs will be delivered to your Wallet.
   2. Connecting Your Wallet. When or after you purchase a Site NFT, you will be required to connect to the Site using your Wallet. Wallets are provided by a third party. Your use of such Wallets is governed by both these Terms of Purchase and terms of the applicable third party, if any. We will deliver said Site NFT you purchase through the Site directly to your Wallet unless otherwise specified. IT IS YOUR SOLE RESPONSIBILITY TO PROTECT AND MAINTAIN YOUR WALLET’S CREDENTIALS. WE AND THE THIRD PARTY WILL NOT BE HELD IN ANY WAY LIABLE FOR RECOVERY OF SITE NFT IF YOUR WALLET IS COMPROMISED OR ACCESS TO YOUR WALLET IS LOST.
   3. Site NFT Acquired from Secondary Markets. You agree to be bound by this Terms of Purchase, with respect to any Site NFT sold in a secondary market by a third party. You also agree that, if the third party who sold the Site NFT to you fails to pay any amounts due to us for the transfer if any, we reserve the right to refuse your access and use of the Site NFT (including Digital Items) until all due amounts have been paid in full.


5. Limited License. Subject to and conditioned upon your compliance with these Terms of Purchase, except as otherwise provided herein and as long as you own Site NFT, we grant you a limited, personal, non-exclusive, non-sublicensable, non-assignable (except pursuant to transfer of the Digital Items), worldwide license to access and display Digital Items corresponding to the said Site NFT, only for personal and non-commercial use. We grant you no other rights, whether express or implied, with respect to any Digital Items (in whole or in part), all of which we reserve.


6. Technological Requirements. You are solely responsible for obtaining and maintaining all technological requirements needed for purchase of Site NFTs and for access and display of Digital Items (including internet access, computer hardware, and software). We will not be liable for any third-party APIs, including outages of or changes to such third-party APIs.


7. Our Contents. You may not use any trade names, registered trademarks, service marks, trade dress, other indicia of origin and any logos associated with Site NFTs (collectively, “Our Trademarks”), in any manner that is likely to cause confusion with any other merchandise or services. We, our licensors or contractors, retain ownership of any and all materials regarding Site NFTs (such information and materials, including Our Trademarks and Digital Items, collectively “Our Contents”). Nothing grants or should be construed as granting, any license or right to use any of Our Contents without our express prior written consent. Except as we expressly authorize in advance in writing, you shall not use in any way whatsoever, all or any part of Our Contents.


8. Our Contents Storage. We may store Our Contents using our own or third-party platforms, such as the Interplanetary File System (“IPFS”). WE ASSUME NO LIABILITY IF ANY OF OUR CONTENTS BECOME UNAVAILABLE DUE TO TECHNICAL ISSUES OF THE PLATFORMS, UNLESS WE CAUSE SUCH TECHNICAL ISSUES WILLFULLY OR BY GROSS NEGLIGENCE.


9. Third-Party Payment Providers. We may use third-party service providers to pay you or to enable you to pay us (such services, “Payment Services”). By submitting your account information for use in connection with Payment Services, you agree that: we may store your information, and process your information with any such Payment Services; and we aren’t responsible or liable for any failures of any such Payment Services to protect such information adequately. The processing of payments will be subject to the terms, conditions and privacy policies of such Payment Services, in addition to this Terms of Purchase. You acknowledge that we may change Payment Services and move your information to other third-party service providers from time to time. There may be fees associated with certain Payment Services, and you agree that you shall be solely responsible and liable for all such fees, including fees imposed on your transactions. You acknowledge and agree that we will not be responsible or liable for any Payment Service’s services, site, or acts or omissions.


10. Transferring Digital Items. If you are explicitly authorized to do so by us, you may transfer your Site NFT together with the limited license to its corresponding NFT Contents to a third party, provided that:
    
    
    • the transfer complies with applicable laws and regulations, and with the terms of the platform on which you effect the transfer (including both transferee and transferor agree to the terms of the platform); and
    • [you pay (or cause to be paid) the applicable royalty in accordance with These Terms of Purchase.]


11. Compliance You must comply with all applicable laws and regulations including those of your local jurisdiction. Furthermore, your use of any Site NFT is conditioned on your compliance with the following rules of conduct. Any failure to comply may result in suspension or termination of your access and use of any Site NFT and you will be liable for any damages, losses, costs and expenses (including reasonable attorney’s fees and arbitration and/or litigation costs), without limitation, arising out of or in connection with any failure to comply. In particular, you will not:
    
    Use any Site NFT for any purpose not expressly authorized in this Terms of Purchase, including for any fraudulent, unlawful or commercial purposes.
    Manipulate the price of a Digital Item in any way.
    
    
    • Use any Site NFT for any purpose not expressly authorized in this Terms of Purchase, including for any fraudulent, unlawful or commercial purposes.
    • Manipulate the price of a Digital Item in any way.
    • Use any Site NFT to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including others’ privacy rights or rights of publicity.
    • Impersonate any person or entity, misrepresent your affiliation with any person or entity; or express or imply any endorsement of any statement.
    • Use or attempt to use any account other than your own.
    • Attempt to circumvent any content-filtering techniques or attempt to gain unauthorized access of any Site NFT.
    • Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of any Site NFT.
    • Interfere with or disrupt the operation of any Site NFT, its servers or networks; or violate any policies or regulations.
    • Access or use any Site NFT for purposes of creating a merchandise or service that competes with any of our Merchandise or services.
    • Deploy or use any application that interacts with any Site NFT without our authorization.
    • Restrict or inhibit any other person from using any Site NFT owned by the person .
    • Remove any copyright, trademark, patent or other rights notice concerning Digital Items.

You represent and warrant to us that neither you (including your officers or employees if applicable) nor your financial institutions, nor any party that owns or controls you or your financial institutions: (a) are subject to sanctions or designated on any list of prohibited or restricted parties, including lists maintained by the Japanese government, the U.S. government, the European Union or its member states, the U.N. Security Council, or any other applicable government authority; (b) are located in any country to which the Japan has embargoed goods or against which Japan has applied sanctions; (c) possess nor deal with any unlawful materials and weapons; or (d) are (i) organized crime groups, (ii) members of organized crime groups, (iii) a person / an entity for whom / which three years have not passed since the day on which such a person / an entity ceased to be an organized crime group (or a group member), (iv) quasi-members of organized crime groups and members, (v) organized crime-related companies (including their officers or employees), (vi) corporate racketeers, (vii) any other person or entity substantially equivalent to any of those as mentioned immediately above.

12. Termination. This Terms of Purchase is effective until terminated. We may, in its sole discretion, terminate this Terms of Purchase (including the agreement between you and us) or terminate or suspend your access to or use of any Site NFT (including Our Contents), in whole or in part, without notice and at any time and for any reason to the maximum extent permissible under applicable laws. Upon any such termination or suspension, your right to access to or use of any Site NFT will immediately cease. You agree that we won’t be responsible or liable to you or any third party for any termination of this Terms of Purchase or termination or suspension of access to said Site NFT. The termination or expiration of this Terms of Purchase shall not affect any rights and obligations, representations, warranties, or other obligations that by their nature survive expiration or termination, including Section 7 (Our Contents), and 13 (Termination) through 19 (Dispute).


13. Disclaimer. UNLESS OTHREWISE AGREED UNDER THESE TERMS OF PURCHASE, WE PROVIDE SITE NFTS TO YOU ON AN “AS IS” AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH SITE NFTS AND SERVICES MADE AVAILABLE IN CONNECTION WITH SITE NFTS. WE DO NOT GUARANTEE THAT ANY CONTENT OF, OR SERVICES MADE AVAILABLE IN CONNECTION WITH SITE NFTS, SITE NFTS WILL BE FREE FROM VIRUSES AND/OR OTHER CODE THAT MAY HAVE CONTAMINATING OR DESTRUCTIVE ELEMENTS. IT IS YOUR SOLE RESPONSIBILITY TO IMPLEMENT APPROPRIATE SECURITY SAFEGUARDS TO SATISFY YOUR PARTICULAR REQUIREMENTS AS TO THE SAFETY AND RELIABILITY OF YOUR ACCESS TO AND USE OF SITE NFTS. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO SITE NFTS AND SERVICES MADE AVAILABLE IN CONNECTION WITH SITE NFTS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

    In particular, you assume all responsibility, liability and risks associated with:

    • Any gain or loss in value of any Site NFTs and Digital Items
    • The transfer, loss, or inability to demonstrate ownership or control of, any Site NFT;
    • Acts or omissions of any third parties; or
    • Problems caused by third-party software, hardware, technology, platforms or services.
    
    

    We are not responsible for any damage to any computer, software, hardware, equipment, content, data or other material resulting from any such security breach or harmful event.



14. Acknowledgement and Assumption of Risk. You acknowledge and agree that you have received sufficient information to make an informed decision to buy Site NFTs, and have carefully considered the characteristics and features of Site NFTs and understand and accept the risks of transaction of Digital Items. You also agree to assume all risks associated with Site NFTs and other cryptographic tokens, including risks of loss of access, hacking and security weaknesses, unexpected operational or technical difficulties, and legal or regulatory action, taxation, and other foreseeable and unforeseeable risks.


15. Release. To the fullest extent permitted by law, you irrevocably and unconditionally release us and our successors and assigns from any and all responsibility, arising out of or related to acts or omissions of third parties, including disputes between users, or other matters for which you have agreed that we are not responsible or liable.


16. Indemnity. You shall indemnify and hold us harmless, and at our election defend us, from and against all third-party claims, demands, losses, liabilities, damages, costs, and expenses (including attorney’s fees) (collectively, “Claims”) arising from or related to your access to or use of, Site NFTs (including Digital Items and payments); your violation of this Terms of Purchase, any other policies posted on the Site, any applicable law or regulation or any terms of service with any third party; or any disputes between you and another user or any third party. We will control the defense and settlement of all such Claims, and you shall reasonably cooperate in such defense.


17. Limitation of liability. WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH SITE NFTS, YOUR ACCESS TO AND USE OF SITE NFTS, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WILL BE THE TOTAL AMOUNT, IF ANY, THAT YOU’VE PAID TO US FOR SITE NFT YOU HAVE PURCHASED BEFORE YOUR CLAIM ACCRUED.


18. Disputes
    
    
    
    • Governing Law. This Terms of Purchase is governed by and shall be construed in accordance with the laws of Japan without regard to any conflicts of law principles that would result in the application of the law of another jurisdiction. You agree to exclude the application of the United Nations Convention on Contracts for the International Sales of Goods (1980).
    • The Tokyo District Court shall have exclusive jurisdiction as the court of first instance over any dispute, differences, controversy or claim arising out of or relating to this Terms of Purchase.


19. Miscellaneous
    
    
    1. Legal Age or Parental Consent. You represent and affirm that you are of legal age; or you are the parent or legal guardian of a minor who intends to purchase a Site NFT consenting to such purchase and to this Terms of Purchase. Any purchase of a Site NFT without a parent’s or legal guardian’s consent is prohibited. Any parent or legal guardian permitting a purchaser under the legal age is fully responsible for the acts or omissions of such a purchaser. >
    
    
    2. Purchase on Behalf of Another Entity. If you purchase a Site NFT on behalf of another person or entity, all references to “you” throughout this Terms of Purchase will include that person or entity, you represent and warrant that you are authorized to enter into this Terms of Purchase on that person’s or entity’s behalf, and if you or that person or entity violates this Terms of Purchase, both you and that person or entity shall be jointly and severally responsible for such violation, including for any obligation to indemnify us.
    
    
    3. Severability. If the application of any provision of this Terms of Purchase to any particular facts or circumstances shall for any reason be held to be invalid, illegal or unenforceable, any remaining portion shall have full force and effect to the extent permitted under law.
    
    
    4. Assignment.  You may not assign, transfer or sublicense any or all of your rights or obligations under this Terms of Purchase without our express prior written consent. We may assign, transfer or sublicense any or all of their rights or obligations under this Terms of Purchase without restriction.
    
    
    5. No Waiver. No waiver by any party of any breach or default of this Terms of Purchase will be deemed to be a waiver of any preceding or subsequent breach or default.
    
    
    6. Contacts. If you have any questions regarding NFT Sites or the meaning or application of this Terms of Purchase, please direct such questions to info@ruri.shop Please note that email communications won’t necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your email correspondence with us.
    
    
    7. Entire Terms of Purchase. This Terms of Purchase constitute the entire terms of purchase between you and us relating to the subject matter hereof and supersede any and all prior or contemporaneous written or oral terms of purchases or understandings between you and us relating to such subject matter.