Please read these Terms of Service carefully. You may not use the Site (as defined below) unless you agree to these Terms of Service. These Terms of Service also include the following terms and policies, each of which is incorporated by this reference (collectively, the “Agreement”):
This Agreement is between you and Kaikai Kiki New York, LLC (“Kaikai Kiki”) concerning your use of the website located at murakamiflowers.kaikaikiki.com (including any successor sites and any other website, mobile app, marketplace or software that we operate or make available for the sale of NFTs) and any content, products or services that we make available there (collectively, the “Site”).
The Site may allow users to mint and buy non-fungible tokens 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”). For ease of reference, we refer to NFTs originally acquired through the Site as “Site NFTs” and a Site NFT together with the license rights in the corresponding Artwork as a “Digital Item.”
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.
Kaikai Kiki makes the Site available subject to this Agreement. Kaikai Kiki may update or make changes to this Agreement from time to time in its sole discretion, which changes it may provide to you by any reasonable means, including by posting the revised version of this Agreement on the Site. You can determine when this Agreement (and other terms and policies posted on the Site) was last revised by referring to the “Last Updated” legend at the top of this Agreement.
Certain features of the Site are available at no charge, while others may require payment. Kaikai Kiki may, at any time and from time to time, temporarily or permanently, in whole or in part: modify or discontinue the Site, with or without notice; charge fees in connection with the use of the Site; modify or waive any fees charged in connection with the Site; or offer opportunities to some or all users of the Site. You agree that we won’t be responsible or liable to you or any third party for any modification, suspension or discontinuance of the Site or any content, feature or product offered through the Site, in each case in whole or in part. Your continued use of the Site after such changes will indicate your acceptance of such changes.
You may need to provide your email address, register, create an account, or connect your blockchain wallet, e.g., MetaMask (your “Wallet”) to use all or part of the Site or to make purchases. You represent, warrant and covenant to us that all information you submit to the Site is complete and accurate. We may reject, or require you to change, any username, password or other information that you provide to us in registering or updating your registration. Your username and password are for your personal use only and should be kept confidential. You are responsible for maintaining the security of your username and password. You are also responsible for any use or misuse of your username or password, and you must promptly notify Kaikai Kiki of any unauthorized use of your username, password, or Site account. You shall not permit others to use your username and password.
While using the Site, you will comply with all applicable laws and regulations and your contractual obligations to third parties. In addition, we expect users of the Site to respect the rights and dignity of others. Your use of the Site is conditioned on your compliance with the following rules of conduct, and your failure to comply with such rules may result in suspension or termination of your access to the Site. You will not:
You represent and warrant to us that neither you nor your financial institutions, nor any party that owns or controls you or your financial institutions, are: (a) subject to sanctions or designated on any list of prohibited or restricted parties, including lists maintained by the U.S. Government, the European Union or its member states, the U.N. Security Council, or any other applicable government authority; or (b) located in any country to which the United States has embargoed goods or against which the United States has applied sanctions.
For information about how we collect, use, share and process your information, please see our Privacy Policy.
You are responsible for obtaining and maintaining all telecommunications, broadband, computer hardware, equipment, software and services needed to access and use the Site, and paying all related charges. Some features of the Site may be facilitated through third-party APIs. We have no control over and bear no responsibility for third-party APIs, and the Site may be impacted by third-party API issues, including outages of or changes to third-party APIs.
Unless we expressly agree otherwise in writing, if you provide us with any ideas, proposals, suggestions or materials, whether through the Site, through our official social media channels, by email or otherwise, and whether related to the Site or otherwise (collectively, “Feedback”), you acknowledge and agree that: (a) your provision of any Feedback is gratuitous, unsolicited and without restriction and doesn’t place us under any fiduciary or other obligation; (b) any Feedback isn’t confidential, and we have no confidentiality obligations with respect to such Feedback; and (c) to the extent permitted under applicable law, any Feedback will become Kaikai Kiki’s sole property. Without limiting the foregoing, you grant to Kaikai Kiki a worldwide, royalty-free, fully paid-up, exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), adapt, modify and otherwise use and exploit such Feedback, in any format or media now known or hereafter developed, and you represent and warrant that you have all necessary rights to grant this license. Kaikai Kiki may use Feedback for any purpose whatsoever without attribution or compensation to you or any other person. You are and remain responsible for the content of any Feedback.
Our trade names, trademarks, service marks, trade dress and other indicia of origin include TAKASHI MURAKAMI, KAIKAI KIKI, and any associated logos (collectively, “Our Trademarks”). All trademarks and service marks on the Site other than Our Trademarks are the property of their respective owners. You may not use Our Trademarks, whether registered or unregistered, on or in connection with any product or service in any manner that is likely to cause confusion. The information and materials made available through the Site are and shall remain the property of us and our licensors (including Artists) and suppliers, and are protected by copyright, trademark, patent, or other proprietary rights and laws (such information and materials, including Our Trademarks, collectively “Our Content”). Subject to and conditioned on your compliance with this Agreement, and solely for so long as we permit you to access and use the Site, you may view one copy of any of Our Content on any single computer or device solely for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices. Except as we expressly authorize in advance in writing, you shall not reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based upon (whether in whole or in part), all or any part of the Site or any materials made available through the Site (including Artworks). Nothing contained on the Site grants or should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Our Content without our express prior written consent.
We may store Artworks using our own or third-party platforms, such as the Interplanetary File System (“IPFS”). WE CAN’T AND DON’T GUARANTEE THAT ANY ARTWORK WILL REMAIN AVAILABLE ON IPFS OR ANY OTHER PLATFORM, AND WE WILL HAVE NO RESPONSIBILITY OR LIABILITY, NOR WILL COLLECTORS OR PURCHASERS HAVE ANY REMEDY, IF ANY ARTWORKS BECOME UNAVAILABLE. We recommend that you download the associated Artwork (provided that you have the right to do so) in case it becomes unavailable on the Site or through the applicable third-party platform. We also recommend that you use an IPFS pinning service to keep a copy of the Artworks corresponding to your Site NFTs to ensure their continued hosting on the IPFS servers.
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: (a) Kaikai Kiki may store your information, and process your information with any such Payment Services; and (b) 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 Agreement. You acknowledge that Kaikai Kiki 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 (and not we) will be responsible and liable for all such fees, including fees imposed on your transactions. You acknowledge and agree that we aren’t, and won’t be, responsible or liable for any Payment Service’s services, site, or acts or omissions.
The Site may provide links to other websites and online resources. Because we have no control over such sites and resources, you acknowledge and agree that we aren’t responsible for the availability of such external sites or resources, and we neither endorse nor are responsible or liable for any content, advertising, products or other materials on or available through such sites or resources. Other sites and services may provide links to the Site with or without our authorization. We don’t endorse such sites or services, and aren’t and will not be responsible or liable for any links from those sites or services to the Site, any content, advertising, products or other materials available on or through such other sites or services, or any loss or damages incurred in connection therewith.
YOU AGREE THAT YOUR USE OF THIRD-PARTY SITES, SERVICES, AND RESOURCES, INCLUDING YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH SITES, SERVICES, AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO SUCH SITES, SERVICES AND RESOURCES.
Kaikai Kiki has the right, at any time and in its sole discretion, to block links to the Site or any content on the Site through technological or other means without prior notice.
Kaikai Kiki may communicate and transact with you electronically. Kaikai Kiki may provide you with notices by posting them to the Site, by email, or by postal mail, in our discretion. Kaikai Kiki may also provide notices of changes to this Agreement or other matters by displaying such notices on the Site or by providing links to such notices on the Site. You agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We won’t be responsible for failures to fulfill any obligations due to causes beyond our control.
While we have designed the Site so that it may be used from virtually anywhere you can access the Internet, we can’t guarantee that the Site is appropriate for use everywhere. It is your (and not our) obligation to ensure that your use of the Site complies with applicable local laws.
This Agreement is effective until terminated. Kaikai Kiki may, in its sole discretion, terminate this Agreement or terminate or suspend your access to or use of the Site, in each case, in whole or in part and at any time and for any reason, including if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Site will immediately cease. You agree that any termination of this Agreement or termination or suspension of your access to or use of the Site may be effected without prior notice, and that Kaikai Kiki may immediately deactivate or delete your password and username, and any or all related information and files associated with it, or bar any further access to such information or files. You agree that we won’t be responsible or liable to you or any third party for any termination of this Agreement or termination or suspension of your access to the Site or to any such information or files, and won’t be required to make such information or files available to you after any such termination or suspension. The termination or expiration of this Agreement shall not affect the accrued rights and obligations of the parties or those representations, warranties, or other obligations that by their nature survive expiration or termination, including Sections 8 (Feedback), 9 (Our Content), 13 (Communications) and 15 (Termination) through 21 (Miscellaneous).
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. WE PROVIDE THE SITE TO YOU “AS IS” AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE AND ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SITE. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WE CAN’T AND DON’T GUARANTY THAT ANY CONTENT OF, OR PRODUCTS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH, THE SITE WILL BE FREE FROM VIRUSES AND/OR OTHER CODE THAT MAY HAVE CONTAMINATING OR DESTRUCTIVE ELEMENTS. IT IS YOUR RESPONSIBILITY TO IMPLEMENT APPROPRIATE SECURITY SAFEGUARDS (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISFY YOUR PARTICULAR REQUIREMENTS AS TO THE SAFETY AND RELIABILITY OF YOUR USE OF THE SITE. OUR SERVICES RELY ON EMERGING TECHNOLOGIES, INCLUDING BLOCKCHAIN, CRYPTOCURRENCY AND SMART CONTRACTS. SOME FEATURES ON THE SITE ARE SUBJECT TO INCREASED RISK THROUGH YOUR USE OR MISUSE OF TECHNOLOGIES SUCH AS PUBLIC-PRIVATE KEY CRYPTOGRAPHY. BY USING SUCH FEATURES, YOU ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS.
In addition, we are not responsible or liable for, and you assume all responsibility, liability and risks associated with:
While we try to maintain the integrity and security of the Site and the servers from which the Site is operated, we don’t guarantee that the Site will be or remain secure, complete or correct, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any unauthorized third-party alteration to the Site, please contact us at [email protected] with a description of the materials at issue and the URL or location on the Site where such materials appear.
Moreover, the Internet or portions thereof may be subject to security breaches and other potentially harmful events. 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, or from any Virus, bug, line failure, defect, delay in operation or transmission, deletion, error, fraud, interruption, omission, tampering, or unauthorized intervention, or any other technical or other malfunction.
You acknowledge and agree that you: (a) have received sufficient information to make an informed decision to buy the Site NFT, (b) have carefully considered the code of the Site NFTs’ smart contract and understand and accept its functions and risks; and (c) assume all risks associated with NFTs and other cryptographic tokens, including risks of (i) losing access to the token as a result of losing seed phrases, usernames, passwords, private keys or other account credentials, problems with digital wallets, or custodial or purchaser error, (ii) hacking and security weaknesses, including phishing, brute-force, birthday, denial-of-service, 51% and other attacks, (iii) unexpected surges in activity or other operational or technical difficulties, and (iv) legal or regulatory action, taxation, personal information disclosure, and other foreseeable and unforeseeable risks.
To the fullest extent permitted by law, you irrevocably and unconditionally release, acquit and discharge us and our successors and assigns from any and all past, present and future claims, demands, damages, fees, costs, rights and causes of action, known or unknown, suspected or unsuspected, disclosed or undisclosed, existing or contingent, direct or derivative, that have existed or may have existed, or that do exist, arising out of or related to: (a) acts or omissions of third parties, including disputes between users, or (b) other matters for which you have agreed that we are not responsible or liable. In particular, you knowingly and voluntarily waive all rights and benefits that you may have as a result of Section 1542 of the California Civil Code, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
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: (a) your access or use of, or activities in connection with, the Site (including Site NFTs, Artwork, Digital Items, and payments); (b) your violation of this Agreement, any other policies posted on the Site, any applicable law or regulation or any agreement with any third party; or (c) any disputes between you and another user or any third party. You are solely responsible for your interactions with any other users in connection with the Site, including disputes, and we will have no liability or responsibility with respect thereto. Kaikai Kiki will control the defense and settlement of all such Claims, and you shall reasonably cooperate in such defense.
WE WON’T 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 YOUR USE OF THE SITE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, WE WON’T BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY CONTENT POSTED ON THE SITE BY ANY OF US OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE THE TOTAL AMOUNT, IF ANY, THAT YOU’VE PAID KAIKAI KIKI IN THE SIX MONTHS BEFORE YOUR CLAIM ACCRUED.
IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
This Site and its contents ©2022 Kaikai Kiki Co., Ltd. All Artworks ©2022 Takashi Murakami or such other Artists as indicated on the Site. All rights reserved by Kaikai Kiki Co., Ltd., Takashi Murakami and each Artist.