Terms of Service
Last Updated: July 13, 2021
The Services facilitate transactions among users involving materials, content, works, licenses, digital art, interactive games, and other digital assets (e.g., three-dimensional objects, motion capture, music, sound effects, etc.) (collectively, “Content”) made available through the Platform or Marketplace. By procuring the appropriate rights, represented by tokens on the Ethereum blockchain (or other blockchain or distributed ledger), to the Content through the Services (the “License Token”), users may be able to: (i) view, download, play, stream, or otherwise access Content in object code or other accessible format for the purposes set forth in the License Token and Kyodai’s End User License Agreement, available at https://rensa.games/eula; and (ii) transfer License Tokens between users (subject to the terms of the License Token). License Tokens procured through the Services do not grant, transfer, or confer ownership rights over any intellectual property of Kyodai or its licensors.
If you are a content creator and wish to upload Content for other users to access and integrate within their own unique works, or otherwise use in object code format, please contact Kyodai at firstname.lastname@example.org.
(b) Authorization to Use the Services; Restrictions.
Subject to your continued compliance with these Terms, Kyodai authorizes you on a non-transferable, non-exclusive, revocable, limited basis to use the Services to view, access, and procure License Tokens for Content. Kyodai reserves all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with the Services. At all times in connection with your access and use of the Services, you hereby agree that: (i) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part; (ii) you shall not modify, decipher, disassemble, reverse compile or reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services; (iii) you shall not use the Services in order to build or develop, or assist a third party in building or developing, a competing service or website; (iv) you shall not translate, or otherwise create derivative works, adaptations, translations or compilations of any part of the Services; (v) you shall not frame or mirror any part of the Services; (vi) you shall not create a database by systematically downloading and storing content related to the Services; (vii) you shall not use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, harvest, index, “scrape,” “data mine” or in any way gather content related to the Services or reproduce or circumvent the navigational structure or presentation of the Service; and (viii) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
Kyodai reserves the right at any time to modify, update, suspend, or discontinue the Services therein, without notice to you. We will not be liable to you or any third party for any modification, update, suspension, or discontinuation of the Services therein or any part thereof.
(d) No Support.
Kyodai has no obligation to you to provide any support or maintenance in connection with the Services, including but not limited to the Site, Platform, or Marketplace unless expressly contracted for in a separate agreement.
Kyodai attempts to ensure that the information provided on our Services, including without limitation the Site, is complete, accurate, and current. Despite our attempts, information on the Services may be incorrect, incomplete, or out of date. Kyodai makes no representation or warranties as to the completeness or accuracy of the information available through our Services.
Ownership of and all right, title, and interest in and to all intellectual property rights (including all registered and unregistered rights granted or applied for, now or hereafter existing, in or related to patent, trademark, service mark, copyright, trade secret rights, or other intellectual property rights) in the Services (including without limitation the Site, Platform, and Marketplace, and all related materials) are and shall remain with Kyodai or its licensors. You acquire only the right to use and access the Services pursuant to these Terms, and you do not acquire any ownership rights or title in or to the Services unless otherwise expressly provided in an agreement between you and Kyodai.
“Rensa Games,” “Kyodai,” the Rensa Games logos, the Kyodai logo, and all Rensa Games or Kyodai product and service names, are trademarks or service marks of Kyodai or its affiliates (collectively, the “Marks”). No right or license to use the Marks is granted under this Agreement.
(b) Representations and Warranties by You.
By establishing an Account, you represent and warrant that:
- You are legally permitted to use the Services in your jurisdiction, including accessing Content and interacting with the Services;
- You are responsible for ensuring compliance with all applicable laws;
- You are not a resident of, or located in, any country to which the United States has embargoed goods or otherwise has applied sanctions;
- You are not a person or entity identified on (i) a list of specially designated national persons maintained by the Office of Foreign Assets Control of the United States Treasury Department; (ii) a list of denied persons or parties of concern maintained by the Bureau of Industry and Security of the United States Department of Commerce; or (iii) any similar list promulgated by an official agency, ministry, or department of the United States;
- You will not access your Account or any of our Services through an IP address that differs from your jurisdiction, through the use of a virtual private network or any similar tool, to circumvent any restrictions in this Section that would otherwise apply to your use of an Account or our Services;
- You will not engage in any automated use of the Services or automated gameplay, including through the use of any code, software, scripts, robots, or similar automatic devices, that are not expressly permitted by us and pursuant to these Terms;
- You will not (or attempt to) purchase, sell, rent, or give away your Account, or create an Account using a false identity or information, or on behalf of someone other than yourself;
- You will not use or try to access the Services (including but not limited to the Site, Marketplace, or Platform) or create a new account, if any Account associated with your MetaMask Wallet has previously been removed or suspended by Kyodai;
- You will not use the Services (including but not limited to the Site, Marketplace, or Platform) to advertise, solicit, or transmit any commercial advertisements, including spam or repetitive or misleading messages to anyone;
- You will not post any information that is illegal, abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive;
- You will not disrupt, interfere with, or otherwise adversely affect the normal flow of the Services (including but not limited to the Site, Marketplace, or Platform) or otherwise act in a manner that may negatively affect other users' experience when using the Services; and
- You will not probe, scan, or test the vulnerability of the Services, or breach the security or authentication measures of the Services or any part thereof.
Kyodai reserves the right to blacklist your MetaMask Wallet public address, or any other digital wallet address, in accordance with Section 6 (Termination) if we deem, in our sole discretion, that you have violated applicable law or these Terms. Please note that you cannot delete a MetaMask account due to the immutable nature of the Ethereum blockchain. If you wish to delete your Account with us, you may do so by ceasing use of the Service and emailing us at email@example.com requesting us to remove your Content and, to the extent applicable and within Kyodai’s control, your User Content. We will promptly respond to such emails. Deletion of your Account may affect your rights in and to the Content depending on the License Token involved.
If you secure a License Token through the Services, such transaction will be conducted through a blockchain network selected by Kyodai. KYODAI HAS NO INSIGHT INTO, OR CONTROL OVER, ANY SUCH TRANSACTIONS ON A DECENTRALIZED AND IMMUTABLE BLOCKCHAIN NETWORK, NOR DO WE HAVE THE ABILITY TO REVERSE ANY TRANSACTIONS. Kyodai will have no liability to you or any third party for any claims or damages that arise out of said transactions or from your use of smart contracts. You understand that Content may be lost, stolen, or otherwise rendered unusable due to situations outside of our control (for example, bugs in smart contacts). Further, you understand that Content may not have any real-world monetary value, and that we are not responsible for any value attributable to or fluctuations or loss in the value of any Content.
Certain License Tokens purchased through the Service may be relicensed, traded, or transferred as designated in, or made available by, the particular smart contract for the applicable License Token. The price of digital assets, like License Tokens, on the secondary market is highly volatile and subjective. We cannot guarantee these License Tokens will maintain their original value, and that purchasers will not lose money.
(b) Gas Fees.
Blockchain networks may require the payment of a transaction fee (“Gas Fee”) for every transaction that occurs on its network. You will be made aware of the Gas Fee, if any, for each transaction you enter into, through interaction with the MetaMask Wallet. Users are responsible for payment of the Gas Fee when transacting on the Platform.
As between us, you will be solely responsible to determine and pay any and all applicable sales, use, value-added, and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the Services (including, without limitation, any Taxes that may become payable as the result of your purchase or transfer of licenses). Kyodai is not responsible for determining the taxes that apply to your transactions on the Service.
Content, as defined above, refers to materials, content, works, licenses, digital art, interactive games, and other digital assets (e.g., three-dimensional objects, motion capture, music, sound effects, etc.) made available through the Platform or Marketplace, and with such usage rights represented by License Tokens. All rights, restrictions, covenants, and obligations pertaining to Content shall be documented in a fully executed Content Hosting Agreement prior to publication to the Platform by Kyodai. Unless expressly authorized by Kyodai, you may not represent or imply to others that your Content is in any way provided, sponsored, or endorsed by Kyodai. We are not obligated to backup any Content, and your Content may be deleted at any time without prior notice. Therefore, it is your responsibility to backup any of your Content.
(b) User Content.
“User Content” means any information that a user submits to the Services that is not considered Content (i.e. not made available through a License Token). Unless expressly stated otherwise in a written agreement between you and Kyodai, you (i) are solely responsible for your User Content; and (ii) assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. Unless expressly authorized by Kyodai, you may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Kyodai. We are not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. Therefore, it is your responsibility to backup any of your User Content.
(c) Prohibited Uses.
You shall not post Content, User Content, or use the Services in any way that (i) infringes or violates the intellectual property rights or proprietary rights, or rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, rule, ordinance or regulation; (iii) violates any other agreement you have with, or any obligations to, any third party; (iv) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (v) misrepresents the source or identity of any content; (vi) involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, multi-level marketing, or pyramid schemes; (vii) uploads, installs, constitutes, or embeds malware, virus, worms, Trojan horses, or other harmful content or code, or violates the security of another computer network, crack passwords, or security encryption codes; (viii) impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of Kyodai; (ix) engages in or furthers any fraudulent, abusive, or otherwise illegal activity, including but not limited to storing illegal material; (x) sends spam or junk mail on the Services or to other users of the Service; (xi) unleashes manual or automated software, devices, or other processes to "crawl" or "spider" any page or content of the Services; (xii) decompiles, reverse engineers, or otherwise attempts to obtain the source code of the Services; or (xiii) removes, obscures, or alters any notices or links on the Services or any of the features or tools of the Services.
Any violation of the above may be grounds for termination of your Account or right to access and use the Services. Kyodai reserves the right to take appropriate legal action, including but not limited to, referral to law enforcement, for any use that we deem in our sole discretion to be an illegal or unauthorized use of the Services. Kyodai will cooperate fully with any law enforcement agency or officials in the investigation of any user who violates these Terms.
(d) Other Users.
You are solely responsible for your interactions with other users of the Services and any other parties with whom you interact through our Services. Kyodai reserves the right, but has no obligation, to become involved in any disputes or issues between users of our Services. If we do choose to get involved, you agree to fully cooperate with Kyodai to investigate any suspected unlawful, fraudulent, or improper activity. Under no event shall Kyodai be held responsible for the acts or omissions of any user of our Services.
You grant Kyodai an exclusive, transferable, sublicensable, worldwide, royalty-free, irrevocable license to use or incorporate into our Services any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you relating to the Services, including but not limited to the Site, Marketplace, or Platform.
These Terms remain in effect until the earlier of (i) the date which you delete, or we terminate your Account; or (ii) the date we cease provision of the Services. Kyodai may terminate or suspend your access to the Services (and/or any feature thereof) or your Account at any time, for any reason, without warning, and in our sole discretion, which may result in the forfeiture and destruction of all information associated with your Account. Upon termination of your Account, whether by us or you, your right to access and use the Services and any content therein will immediately cease. Kyodai will not be liable to you whatsoever for any termination of your rights under these Terms, including for deleting your Account or blacklisting any network address you provide to us.
The following Sections shall survive termination or expiration of these Terms: 2 (Ownership), 8 (Dispute Resolution), 9 (Warranty Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 15 (General Provisions).
If any dispute occurs between you and Kyodai relating to the application, interpretation, implementation, or validity of these Terms, you and Kyodai agree to resolve the dispute through arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”) both of which are available at the AAA website (www.adr.org). The determination of whether a dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. The costs of the arbitrator shall be divided equally between the you and Kyodai.
You understand that you are agreeing to binding arbitration under this section, which gives up any constitutional rights to have a dispute determined by a court of law or by a jury and any right that you may have under to have a trial de novo by a court after nonbinding arbitration of a dispute concerning fees or costs; that discovery of information in arbitration may be limited; and that the arbitration decision will be final and binding, except to the limited extent that judicial review might be available. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL FEATURES THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KYODAI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WITHOUT LIMITATION, KYODAI MAKES NO WARRANTY THAT THE SERVICES (INCLUDING THE SITE AND ANY RELATED CONTENT) WILL MEET YOUR EXPECTATIONS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY CONTENT FOUND ON THE SERVICE WILL BE ACCURATE OR RELIABLE, THAT DEFECTS IN THE SERVICE WILL BE CORRECTED, OR THAT THE SERVICE AND ANY CONTENT FOUND ON THE SERVICE WILL BE VIRUS-FREE.
ANY CONTENT OR OTHER MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AND ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
KYODAI DOES NOT ENDORSE ANY OTHER THIRD PARTY OR USER AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS OR THIRD PARTIES. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND ANOTHER USER.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KYODAI BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF THE SERVICES, EVEN IF KYODAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
KYODAI SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR FAILURE TO KEEP YOUR LOGIN CREDENTIALS TO YOUR METAMASK WALLET SECURE OR ANY OTHER UNAUTHORIZED ACCESS TO OR TRANSACTIONS INVOLVING YOUR METAMASK WALLET.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED ($100) US DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You shall indemnify, defend and hold harmless Kyodai, including its officers, employees, and agents, against any and all loss, damage, or expense (including legal fees reasonably incurred in the defense of any claim) incurred by Kyodai as a result of any claim, action, or proceeding arising out of or related to: (i) your use or misuse of the Services; (ii) your actual or alleged violation of these Terms; (iii) your infringement or violation of any intellectual property, proprietary, or privacy rights of any third party; (iv) your User Content; (v) injury to person or property arising from acts of negligence, bad faith, willful misconduct, or reckless disregard by you relating to these Terms or the Services; or (vi) actual or alleged violation of applicable law in connection with your use of the Services.
You accept and acknowledge:
- Changes to the Platform’s underlying blockchain or distributed ledger, including but not limited to soft forks, hard forks, or other software changes, may have an unintended adverse effect on the Service. If there are any unintended adverse effects on the Service, we will use reasonable efforts to correct such effects, but we are not liable for any adverse effects or the consequences of such.
- The application of blockchain technology is novel and untested, and may contain inherent flaws or limitations. As such, the Service may never be able to scale to match the transaction volume and/or speed of comparable, non-blockchain-based platforms; nor may it be able to support Content of the same file size or quality/resolution of comparable, non-blockchain-based platforms. This could affect the long-term utility of the Service, License Tokens, and the underlying value thereof. We will not be liable for the long-term utility or value of the Service or License Tokens.
- Our Service itself does not store, send, or receive License Tokens. This is because License Tokens exist only by virtue of the ownership record maintained on its underlying blockchain. Any transfer of License Tokens occurs within the supporting blockchain and not on this Service. You accept the risk of transferring License Tokens and we will not be responsible for any License Tokens lost or damaged in a transfer.
- Regulation of blockchain protocols and networks, digital assets and tokens, and digital asset exchanges involves some degree of uncertainty with respect to how existing law may apply or be applied, or how future laws may be applied. In addition, regulatory approaches to digital assets and related technologies and actors vary significantly among international, federal, state, and local jurisdictions. It is possible that any changes in the domestic or global regulatory environment could adversely impact Kyodai and its ability to provide the Service.
- Various legislative, regulatory, and executive bodies in the United States and in other countries may, in the future, adopt laws, regulations, or guidance, or take other actions that could severely impact digital assets such as License Tokens. We will not be liable for any negative impacts on License Tokens due to changes in laws, rules, regulations, or guidance.
- The Service uses third-party platforms such as MetaMask to effectuate transactions; if issues occur with these platforms independent of the Service, the Service could be adversely affected. We will not be liable for any failure or interruption of our Service caused by third-party platforms.
- Kyodai reserves the right to hide and/or make inaccessible Content associated with License Tokens, for reasons including but not limited to:
- The Content is counterfeit, and/or violates any of these Terms;
- The underlying smart contract is flawed and/or has bugs that prevent it from functioning properly;
- The License Token is mislabeled, or has other metadata issues;
- The License Token is unintentionally non-transferable (some License Tokens may be intentionally non-transferable); or
- The Content is associated with an Account that has been terminated by us, or has been voluntarily deleted by its User.
Kyodai values and respects the intellectual property rights of others and requires that Users of our Service do the same. Those using our Service cannot infringe upon or violate the intellectual property rights of another person or entity. In accordance with the Digital Millennium Copyright Act (see 17 U.S.C. §512(c)(3) for additional details), we will respond to and address any allegations of copyright infringement occurring as part of our Service. If you feel your intellectual property rights have been infringed upon, please contact Kyodai at firstname.lastname@example.org with the following information: (1) a physical or electronic signature of the person permitted to act on behalf of the copyright owner; (2) the specific copyrighted information or a description of the copyrighted information; (3) a specific description of where the alleged copyright infringement has occurred as part of our Service; (4) contact information such as name, address, email address, phone number, or other means by which Kyodai can contact you; (5) a statement articulating you have a good faith belief that the use of materials on our Service is not authorized by the owner of the copyrighted material, its agent, or the law; and (6) a statement by you that the information you present is, under perjury of law, accurate and that you are permitted to act on behalf of the individual alleging the copyright infringement.
(a) Entire Agreement; Severability.
This Agreement sets forth the entire and exclusive understanding and license between you and Kyodai and supersedes and cancels all previous written and oral agreements, communications, and other understandings related to the subject matter of this Agreement. All modifications must be in a writing signed by both you and Kyodai, except as otherwise provided herein. If any provision in this Agreement is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain unaffected.
You shall not assign this Agreement, or any of the rights or obligations hereunder, without the prior written consent of Kyodai. Assignments made in violation of this section will be null and void and of no force or effect. This Agreement binds and inures to the benefit of the parties and their respective permitted successors and permitted assigns.
No waiver by Kyodai of any right or provision under this Agreement shall constitute a subsequent or continuing waiver of such right, provision, or any other rights or provisions under this Agreement. Failure to act or delay in acting by Kyodai shall not constitute a waiver of any right or remedy.
(d) Relationship of Parties.
You and Kyodai are independent contractors and this Agreement does not and will not establish any relationship of partnership, joint venture, employment, franchise, or agency between them. Neither party has the power to bind the other or incur obligations on the other’s behalf.
You agree that we may communicate with you electronically. If you provide your email address to us, all notices under this Agreement will be through electronic mail (e-mail) to the address you provided. If you do not provide us with an email address upon request, such notices may be sent to your Account page or available on the Site. All agreements, notices, disclosures, and other communications sent to you electronically will satisfy any requirement that such communication be in writing.
(f) Governing Law; Venue.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law provisions thereof. Any legal proceedings that arise under this Agreement shall be brought in the appropriate federal or state court located in the County of New York, and you irrevocably consent to the exclusive jurisdiction of such court.
You may contact us at any time regarding these Terms or our Services at email@example.com.