Terms and Conditions
1. SLEEP EXHIBITION is a digital artwork collection made available by BEAUTIFUL NOISE in the form of NFTs (Non Fungible Tokens) that run on the Ethereum network.
2. "Art" means any art, music, sound, videos, graphics, images, designs, etc. related to an NFT that you possess in accordance with the Terms.
3. “Derivative Works” mean any creative works produced by means of translation, arrangement, alteration, dramatization, cinematization, etc. of an original work. However, mere copies of an Art or any alterations that do not actually change the Art do not constitute Derivative Works.
SLEEP EXHIBITION is an NFT on the Ethereum blockchain. When you purchase an NFT you own the NFT completely. Ownership of the NFT is mediated entirely by the Smart Contract on the Ethereum Network: at no point may We (BEAUTIFUL NOISE and SLEEP EXHIBITION Team) seize, restrict, or otherwise modify the ownership of any SLEEP EXHIBITION that you own.
1. Solely for the following purposes and subject to your continued compliance with the Terms, BEAUTIFUL NOISE grants you a limited, personal, non-exclusive, worldwide, license to use the Art related to the SLEEP EXHIBITION that you own, along with any Derivative Works you create;
a. for your own personal, non-commercial use; b. as part of a marketplace that permits the purchase and sale of your SLEEP EXHIBITION, provided that the marketplace cryptographically verifies each owner’s rights to display the Art related to the SLEEP EXHIBITION to ensure that only the actual owner can display the Art; or c. as part of a third party website or application that permits the inclusion, involvement, or participation of your SLEEP EXHIBITION, provided that the website/application cryptographically verifies each owner’s rights to display the Art related to SLEEP EXHIBITION to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the SLEEP EXHIBITION leaves the website/application.
2. Subject to your compliance with the Terms, for as long as you own the applicable NFT, BEAUTIFUL NOISE grants you a limited, worldwide, royalty-free, non-exclusive license to use, copy, and display the purchased SLEEP EXHIBITION for the purpose of creating Derivative Works based upon SLEEP EXHIBITION (“Commercial Use”) for commercial purposes up to the dollar limitations set forth in the Section 3. Examples of such Commercial Use would include the use of SLEEP EXHIBITION to produce and sell merchandise products (T-Shirts etc.) displaying copies of SLEEP EXHIBITION; re-recording, duplicating and using SLEEP EXHIBITION as part of a production in whatever medium(s) necessary (i.e. video tape, film, CD-ROM, DVD)-If SLEEP EXHIBITION is used in software such as a video game application or other software product, the Art will be "embedded" with the intention that the end user of the software or video game is unable to extract or use SLEEP EXHIBITION on its own(“MECHANICAL RIGHTS”); using SLEEP EXHIBITION as a soundtrack "synced" with visual images as part of a production(“SYNCHRONIZATION RIGHTS”); using SLEEP EXHIBITION as part of the public viewing or broadcast of a production (including but not limited to TV shows, videos, DVDs, Web Sites, podcasts, multimedia presentations, and films)(“PERFORMANCE RIGHTS”) etc. However, it is strictly prohibited to upload the use SLEEP EXHIBITION or any related Art (including Derivative Works) to any kind of music streaming site that may benefit commercially without trademark notice, copyright notice or other intellectual property notice. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of SLEEP EXHIBITION generally, provided that the marketplace cryptographically verifies each SLEEP EXHIBITION owner’s rights to display your SLEEP EXHIBITION to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of SLEEP EXHIBITION generally, provided that the third party website or application cryptographically verifies each SLEEP EXHIBITION owner’s rights to display your SLEEP EXHIBITION to ensure that only the actual owner can display SLEEP EXHIBITION, and provided that SLEEP EXHIBITION is no longer visible once the owner of the Purchased SLEEP EXHIBITION leaves the website/application; or (iii) earning revenue from any of the foregoing.
3. Using generally accepted accounting principles (GAAP), you will track and record the total sales (without any deductions) as well as the total amount received by or owed to you in connection with sales or distribution you made with SLEEP EXHIBITION or any related Art(including Derivative Works) by Commercial Use. You will make such records available to BEAUTIFUL NOISE or its designee from time to time upon request of BEAUTIFUL NOISE for purposes of verifying your compliance with the Terms. In no event may the total sales exceed One Hundred Thousand US Dollars ($100,000) in aggregate. Once total sales has reached $100,000 you must notify BEAUTIFUL NOISE and all sales must cease unless you and BEAUTIFUL NOISE have agreed in writing to the terms that will govern any future sales. Any amounts received by or payable to you related to the exercise of your rights under the Terms that are not expressly permitted under the Terms will be immediately paid to BEAUTIFUL NOISE at the time received by you, including any amounts received after termination of any license rights under the Terms.
4. Restrictions. Notwithstanding the foregoing, you agree that you and any third party may not engage in the following acts without our expressed prior written consent. If We confirm that you have engaged in any of the following acts, you may lose your right to use your SLEEP EXHIBITION which has been granted to you pursuant to the Terms.
A. use SLEEP EXHIBITION or any related Art(including Derivative Works) in connection with texts, images, videos, or other forms of media that (i) depict hatred, intolerance, violence, cruelty, or any other behavior that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others, (ii) relate to drugs (including, without limitation, both prescription and non-prescription) or other supplements, death, pornography or other “adult only” or sexually explicit activities, massage parlors, prostitution or any dating or escort activities, weapons or ammunition, (iii) denigrate or discriminate against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions and/or political campaigns or causes, (iv) impersonate another person, infringe upon the property rights of another, including intellectual property rights, (v) encourage, promote or participate in illegal activities; B. any other uses which may hinder any business conducted by BEAUTIFUL NOISE or damage the reputation or credibility of BEAUTIFUL NOISE including creating products or services that compete with SLEEP EXHIBITION.
5. BEAUTIFUL NOISE retains all right, title, interest and all copyright or other intellectual property rights in SLEEP EXHIBITION and its relative works. Except for the license rights expressly granted in the Terms, you do not have and will not have any right to any other trademarks or other intellectual property rights belonging to BEAUTIFUL NOISE. Other than your right as described in the Terms, you will not assert or seek to register or obtain, any trademark or other intellectual or proprietary right in any SLEEP EXHIBITION.
6. You may only exercise the rights that you hold under the Terms while you own a SLEEP EXHIBITION. If you relinquish your ownership of SLEEP EXHIBITION by selling, transferring, donating, or through any other disposure, you may not exercise any rights under the Terms from the time you relinquish your ownership and you may not use the Derivative Works you created.
7. You will not:
A. Create, sell or attempt to create or sell, fractionalized interests of SLEEP EXHIBITION B. Separate, unlink or decouple the SLEEP EXHIBITION from the NFT with which it is associated to form the Digital Collectible, or C. Use any SLEEP EXHIBITION or Derivative Works to create, sell or attempt to create or sell any new cryptographic token.
You acknowledge and agree with the following provisions:
1. With regard to the sale of your ESION, please note that the prices of NFTs are extremely volatile, and the fluctuations in the prices of other NFTs impact the price of your ESION both positively and negatively. You assume all risks about purchasing and trading ESION. Given the volatility, NFTs such as ESION should not be considered as a financial investment instrument and do not constitute securities or derivatives pursuant to the Financial Investment Service and Capital Markets Act.
2. Ownership of a ESION confers ownership of NFT related to the digital Art only. Accordingly, no information on this website (or any other documents mentioned therein) is or may be considered to be advice or an invitation to enter into an agreement for any investment purpose. Further, nothing on this website qualifies or is intended to be an offering of securities in any jurisdiction nor does it constitute an offer or an invitation to purchase shares, securities or other financial products. Due to the artistic nature of the project, Project ESION has not been registered or approved by any regulator in any jurisdiction. It remains your sole responsibility to confirm that the purchase of the ESION and the associated Art is in compliance with laws and regulations in your jurisdiction.
3. You assume all risks associated with using an internet-based currency (including digital asset), including, but not limited to, the risks related to hardware, software and Internet connections, the risk of introducing malicious software, and the risk that third parties may obtain unauthorized access to information stored in your wallet.
4. NFTs, digital assets and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value of your ESION. You understand and accept all risk in this regard.
5. You assume all responsibility for any adverse effects of disruptions or other issues impacting the Ethereum Network or the Ethereum platform.
6. All NFT transactions takes place on the Ethereum blockchain. Accordingly, you are solely responsible for the safety and management of your Ethereum wallet (private keys for the wallet, etc.) and validating all transactions and contracts generated by this website before approval. Furthermore, as the smart contract related with ESION Project runs on the Ethereum network, you cannot undo, reverse, or restore any transactions.
7. In addition to any other rights and remedies to which BEAUTIFUL NOISE may be entitled under contract, at law or in equity, if you breach any of your obligations under these Terms, your right to display and perform the ESION and any and all other license rights that you may have under these Terms will immediately terminate without any requirement of notice. Upon termination of your license rights, you will immediately cease all use of any ESION related contents. BEAUTIFUL NOISE may disable MetaMask or similar functionality for the affected ESION, prohibit any platform or service from retrieving or rendering any such ESION in connection with the services they provide and take other steps to prevent unauthorized use of any ESION. BEAUTIFUL NOISE will have no obligation or liability to you for any such actions and you will not interfere with, or seek to prevent, any such actions.
Changes to the Terms
1. BEAUTIFUL NOISE may make changes to Terms in our discretion. BEAUTIFUL NOISE are planning to update Terms periodically on the website, accordingly, please check the Terms periodically for changes. We cannot provide you with any separate notices of these updates because there are no subscription procedures, and BEAUTIFUL NOISE do not collect your personal information.
2. The changes to Terms shall be announced eight (8) days before the date on which the amended Terms becomes effective, and shall include both the previous and amended versions of the Terms, the effective date, and the reasons for the amendments. Provided, however, any changes to your significant rights or obligations shall be announced thirty (30) days before the effective date in the manner prescribed above.
3. Your continued access to or use of our website after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to the amended Terms, you may not access or use the website.
JURISDICTION AND GOVERNING LAW
Terms (including without limitation, your access to and use of our website, the NFTs, or any goods purchased or distributed through the website, etc.) shall be governed by and construed in accordance with the laws of the Republic of Korea. Any disputes arising out of or in connection to Terms shall be subject to the exclusive jurisdiction of the Seoul Southern District Court as the court of first instance.