WATARIDORI Artwork&Labo Agent License Terms English Ver.

WATARIDORI Artwork&Labo Agent License Terms

These Terms set forth the rules regarding the agent license (hereinafter referred to as "License"), which is a privilege for purchasing NFTs issued by WATARIDORI Artwork&Labo and artists belonging to WATARIDORI Artwork&Labo. These Terms apply to those who wish to grant a license (hereinafter referred to as "licenser") and those who have been granted a license (hereinafter referred to as "Agent Licenser").

Article 1 (Licensing Conditions)
All of the following conditions must be met in order to grant a license.
1 Those eligible for the license must purchase NFTart and own NFT art issued
   by WATARIDORI Artwork&Labo, WATARIDORI Artwork&Labo, and artists
   affiliated with WATARIDORI Artwork&Labo.
2 To be a holder or to have been a holder. 2. To undergo and pass the
   WATARIDORI Artwork&Labo examination.
3 All of the WATARIDORI Artwork&Labo agent license terms. You must agree
   to the following.

Article 2 (License Examination)
1 Examination criteria for license examinations will not be disclosed.
2 We will not answer the reasons for the screening results.
3 Applications for review can only be made while you are the holder of NFT
   art issued by WATARIDORI Artwork&Labo, WATARIDORI Artwork&Labo, and
   artists belonging to WATARIDORI Artwork&Labo.

Article 3 (Authorities of Agent Licensor)
Agent Licensor may perform the following acts.
 1 Commercial activities related to NFT art purchased, owned, or held by the
    licensor on behalf of WATARIDORI Artwork&Labo . 
 2 Commercial activities related to NFT art held by licensors and NFT art
    holders other than themselves on behalf of WATARIDORI Artwork&Labo. 
 3 Acts of acquiring new customers such as requesting WATARIDORI 
    Artwork&Labo and artists belonging to WATARIDORI Artwork&Labo to
    produce works.

Article 4 (Rights of Agent Licensor)
Agent Licensor is granted the following rights:
1 The right to participate in the community operated and managed by
   WATARIDORI Artwork&Labo.
2 The right to represent WATARIDORI Artwork&Labo as an agent to a third
   party.

Article 5 (Distribution money)
Distribution money will be paid to the agent licensor at the time when WATARIDORI Artwork&Labo receives compensation due to commercial activities and acquisition activities carried out within the authority stipulated in Article 3. The distribution amount to agent licensors is as follows.

In the case of Article 3, Paragraph 1・・・50% of the remuneration amount.
In the case of Article 3, Paragraph 2・・・20% of the remuneration amount.
In the case of Article 3, Paragraph 3・・・50% of the remuneration amount.

Article 6 (Agent Licensor's Obligations and Precautions)
1 When exercising the authority under Article 3, you must notify WATARIDORI
   Artwork&Labo to that effect and WATARIDORI shall notify you of the details
   and process of negotiations with the other party. Must be shared to 
   Artwork&Labo.
2 If the preceding paragraph is not complied with, all acts performed within
   the authority of Article 3 will be null and void. 
3 WATARIDORI Artwork&Labo has all final decision-making and approval
   authority for commercial activities and acquisition activities conducted
   within the authority set forth in Article 3 . 
4 When the agent licensor exercises ,  the agent licensor must present the
   agent licensor certification card issued by WATARIDORI ArtworkLabo to the
   third party, You must prove your identity . 
5 Japanese domestic laws apply to all legal acts based on the WATARIDORI
   Artwork&Labo Agent License Terms .

Article 7 (Prohibited Matters)
1. The following acts are prohibited.
　(1) Acts that violate Article 6, Paragraph 1
　(2) Acts that ignore Article 6, Paragraph 3
　(3) Acts where a person who is not an agent licensor calls himself an agent
         licensor
　(4) Agent licensors other than himself and NFT Acts that harm the interests
         of interested parties such as art owners , and acts that damage the
         reputation and trust 
   (5)  Acts that damage the brand image, honor and trust of WATARIDORI
         Artwork&Labo and its affiliated artists 　
   (6) In accordance with Japanese domestic laws 
   (7) Inappropriate acts that take advantage of the position as an agent
        licensor 　
   (8) Acts that violate public order and morals　
   (9) WATARIDORI Artwork&Labo Agent License Any act that is carried out
        solely for the purpose of obtaining one's own benefit contrary to the
        provisions of the Terms of Use  
  (10) Acts that infringe on the copyrights, etc. of WATARIDORI Artwork&Labo
         and its affiliated artists; Acts that infringe on rights and obtain unfair                 benefits  
  (11) Acts that provide benefits or benefits to anti-social forces    
  (12) Acts that may cause excessive discomfort to others    
  (13) Violation of Article 8.
  (14) Acts that   solicit, abet, force, or encourage the acts specified in each of 
         the preceding items  
  (15) Acts that may fall under any of the above  
  (16) Acts similar to the above and WATARIDORI Artwork&Labo and its
         affiliates Acts that our company reasonably deems inappropriate for the 
         proper operation of artist activities and agent licensor system

Article 8 (Confidentiality)
1 In the WATARIDORI Artwork&Labo Agent License Terms, "confidential 
   information" refers to information that one party (hereinafter referred to as 
   the "recipient") may disclose to another party (hereinafter referred to as
  "disclosure") in connection with the agent license.    
  refers to any information provided or disclosed orally,  in writing, or through
  other recorded media, etc. However, information that falls under each of the
  following items is excluded.
   (1) Information that was already publicly known or already known to the
        recipient at the time it was provided or disclosed by the disclosing party
   (2) Information that is attributable to the recipient after being provided or
        disclosed by the disclosing party 
   (3) Information that has been lawfully obtained without being obligated to
        provide or disclose confidential information from a third party 
        authorized to provide or disclose
   (4) Information that has become known independently without being
        confidential
   (5) Information  for which the Disclosing Party has confirmed in writing that
        there is no need to maintain confidentiality 
2 The Receiving Party shall use the Confidential Information only for the
   purposes of this Agreement and shall not disclose any confidential
   information without the written Confidential information shall not be . 
3 Notwithstanding the provisions of the preceding paragraph, the Recipient
   may disclose Confidential Information based on laws and regulations or the
   order, request, or request of a court or administrative agency. However, if
   such an order, request or demand is received, the disclosing party must be
   promptly notified of the same . 
4 When reproducing a document or other recording medium containing 
   confidential information, the recipient shall obtain the consent of the 
   disclosing party in advance, and shall handle the reproduced material in
    accordance with Paragraph 2 of this Article.
5 Upon termination of this Agreement or if requested by the Disclosing Party,
   the Receiving Party shall, without delay, return or destroy Confidential
   Information and all . 
6 The agent licensor shall ensure that the licensee complies with the same
   obligations with respect to paragraph 2 of this article.

Article 9 (Exclusion of Anti-Competitive Forces)
1 The Agent Licensor commits to WATARIDORI Artwork&Labo the following
    (1) Not be a crime syndicate, a member of a crime syndicate, a quasi-
         constituent of a  crime syndicate, a person related to a crime syndicate,
         a general meeting house, or any other antisocial force (hereinafter
         collectively referred to as "antisocial forces").  
   (2) The company's own directors and officers are not antisocial forces.
   (3) Do not allow antisocial forces to use your name and obtain licenses.
   (4) Not to be involved in any way with antisocial forces, such as providing
        funds or favors to them.
   (5) Not have any interaction with antisocial forces.
   (6) Not engage in any of the following acts in connection with this
        Agreement, either by itself or through a third party
       ① Using threatening words or actions or violence
       ② Using deception or force to obstruct the other party's business or
           damage the other party's credibility

Article 10 (Cancellation of Contract) 
1 Party A and Party B may immediately cancel this Agreement without notice
   if the other party falls under any of the following items .   
  (1) When the Agent Licensor  violates the WATARIDORI Artwork&Labo Agent
       License Terms and does not rectify the violation despite requesting the
       Agent Licensor to rectify the violation within a reasonable period of time  
  (2) Bankruptcy proceedings 
  (3) When there is a petition for the commencement of bankruptcy
       proceedings, commencement of civil rehabilitation proceedings,
       commencement of corporate reorganization proceedings, or other
       bankruptcy proceedings 
  (4) When payment is suspended or becomes insolvent, or when a bill or
       check is dishonored and a clearing house suspends banking transactions
       When Party B transfers or attempts to transfer a part of the business to a
       third party  
  (5) Merger, dissolution, liquidation, or the transfer of the whole or a part of
       the business of the Company or other important business
  (6) When the business and the agent licensor system are terminated
2 Party B shall act in violation of Article 8, or If Party B is found to be an anti-
   social force as defined , this agreement may be canceled immediately
   without notice. 
3 Even if the contract is canceled pursuant to the preceding two paragraphs,
   this shall not preclude claims for damages against the agent       licensor . 

Article 11 (Prohibition of Assignment) 
Agent Licensor shall not assign, collateralize, or otherwise dispose of its status under this Agreement or its rights or obligations under this Agreement by a third party without the prior written consent of WATARIDORI Artwork&Labo. shall not do so.

Article 12 (Compensation for Damages)
If an agent licensor causes damage to WATARIDORI Artwork&Labo or an artist belonging to WATARIDORI WATARIDORI Artwork&Labo due to reasons attributable to the agent licensor in connection with the WATARIDORI Artwork&Labo Agent License Terms, the agent licensor shall promptly The damage must be compensated.

Article 12 (Compensation for Damages)
If an agent licensor causes damage to WATARIDORI Artwork&Labo or an artist belonging to WATARIDORI WATARIDORI Artwork&Labo due to reasons attributable to the agent licensor in connection with the WATARIDORI Artwork&Labo Agent License Terms, the agent licensor shall promptly The damage must be compensated.

Article 13 (Changes to these Terms)
1 The Company  may change the WATARIDORI Artwork&Labo Agent License
   Terms without prior notice to the Agent Licensor if the Company deems it
   necessary.
2 The revised WATARIDORI Artwork&Labo Agent License Terms shall become
   effective as of the time they are displayed on the page, and if the Agent
   Licensor exercises the authority set forth in Article 3 after the WATARIDORI
   Artwork&Labo Agent License Terms have been revised , Agent licensors are
   deemed to have accepted  the revised WATARIDORI Artwork&Labo Agent
   License Terms.

Article 14 (Severability)
Even if any provision or part of the WATARIDORI Artwork&Labo Agent License Terms is determined to be invalid or unenforceable under laws and regulations, the remaining provisions of the WATARIDORI Artwork&Labo Agent License Terms and the remaining portions of any provision that is determined to be invalid or unenforceable shall continue in effect, and shall be amended to the extent necessary to make the invalid or unenforceable provision or part thereof valid. However, it shall be interpreted to the maximum extent possible to ensure the intent and legal and economic equivalent effects of the invalid or unenforceable provision or part thereof.

Article 15 (Governing Law, Court of Jurisdiction, and Language)
1 WATARIDORI Artwork&Labo and Agent Licensor agree that the
   WATARIDORI Artwork&Labo Agent License Terms shall be governed by and
   construed in accordance with Japanese law, and It is agreed that the
   Shizuoka District Court or the Shizuoka Summary . 2 Agent Licensor
   acknowledges that the Japanese version of these Terms is the original and
   shall be interpreted only in Japanese at all times, and that translations into
   other languages ​​are provided solely for the convenience of Agent Licensor.
   You acknowledge and agree that these terms and conditions shall not be 
   referred to when interpreting these Terms.