Article 1 (Purpose)

It shall be to stipulate the terms and conditions of use and other requirements of the “ROWOON LABS(hereinafter referred to as “company”) and users, purchasers or holders(hereinafter referred to as “user”), in issuing, purchasing, holding, trading, or using KPOP CTzen NFTs(hereinafter referred to as “KPOP CTzen”) for KPOP CTzen PROJECT provided by the company. Upon their purchase or possession' the user shall be deemed to have agreed to use under these Terms and Conditions of Use.

Article 2 (Definition)

  1. “KPOP CTzen”, being a digital art work that exists on the blockchain network, is for KPOP CTzen PROJECT.

  2. “KPOP CTzen” take the form of NFT (Non-Fungible Token), and “NFT” means a non- fungible token existing on the blockchain network.

  3. "Digital art work" means a digital work such as digital images, graphics, designs, etc. linked to NFT owned by user on the premise that these Terms and Conditions of Use shall be complied with, and furthermore, music, videos, books, etc. may also be linked.

  4. “Derivative work” means a work created by transforming, adapting, translating, arranging, making a video for, or other methods. However, a simple copy of a work, a combination or transformation of a simple copy, a transformation without substantial change, or the equivalent does not constitute a Derivative work unless creativity is added.

Article 3 (Ownership)

  1. “KPOP CTzen” is a blockchain-based NFT, and when a user purchases an NFT, the user fully owns the NFT purchased. The transfer of ownership of NFT is entirely made through a smart contract on the blockchain network, and the “company” shall not seize, restrict or change the ownership of “KPOP CTzen” held by the user in any case without the consent of the user.

  2. The "NFT user status" granted by the "company" shall be recognized only during the period of legally holding the NFT while continuously complying with the terms of use, and the "NFT user status" may only be granted to those who hold such NFTs until the time when they exercise or terminate the relevant business according to their status. If the NFT is transferred to another person, the member who transferred the NFT shall be no longer allowed to enjoy the "NFT user status". In addition, the "NFT user status" shall not be guaranteed by the “Company” to those who have received NFT in a way other than the method officially supported by the “company” or that violates related laws or regulations, and in this regard, the “company” assumes no responsibility whatsoever.

Article 4 (License)

  1. Regarding users' personal use, on the premise that the user continues to comply with these terms of use, the “company” shall, for digital art works related to “KPOP CTzen” held by the users and all Derivative works created by the users related thereto, grant a worldwide, royalty-free, non-exclusive license to use for the following purposes: a. Personal, non-commercial use. b. Use on exchanges that allow the sale and purchase of “KPOP CTzen” held by users, provided that the exchange must verify the rights of each owner in an encrypted way so that only real NFT owners can publish works related to “KPOP CTzen”. c. Use of “KPOP CTzen” owned by user on third-party websites (including applications, hereinafter the same) or use that permits its participation to function as part of the third party's respective website(application), provided that the website (application) must verify the rights of each owner in an encrypted way so that only the actual NFT owner can publish works related to “KPOP CTzen”, and shall no longer display the works when the owner of “KPOP CTzen” withdraws from the website(application).

  2. With respect to the user's commercial use of Derivative works, on the premise that the user continues to comply with these terms and conditions of use, the "company" provides users with a worldwide, royalty-free, non-exclusive license(hereinafter “commercial use”) that allows user to create and use “second works” of digital art pieces of “KPOP CTzen” owned and held by the user. Examples of such commercial uses may include using “Derivative works” to organize a personal project, to create and sell products (e.g. T-shirts, merchandise, etc.), or to display copies of them. However, the user may not engage in acts that defame the “company” or KPOP CTzen PROJECT in relation to the commercial use, or simply make and sell copies that do not fall under “Derivative works”. It is important to note that the user shall be solely responsible for such commercial uses. a. Owning or operating an exchange that allows the normal use and sale of “Derivative works” of digital art pieces of “KPOP CTzen” owned and held by users. However, the exchange must verify the rights of each owner in an encrypted way so that only real NFT owners can publish works related to “KPOP CTzen”. b. Owning or operating a website (application) of a third party that allows the normal insertion, use or participation of “second works” of digital art pieces of “KPOP CTzen” owned and held by the users. However, the website(application) of the third party must verify the rights of each owner in an encrypted way so that only the actual NFT owner can exhibit works related to “KPOP CTzen”, and when the owner of “KPOP CTzen” leaves the website (application), the works related to “KPOP CTzen” shall no longer be displayed there. c. The act of obtaining revenue generated through any of the above items or a benefit equivalent thereto.

  3. Notwithstanding the above provisions, the user agrees that the user himself/herself or a third party may not do the following without the express prior written consent of the "company": If the following is confirmed, the user may lose the right to use “KPOP CTzen” or the status granted to the user in accordance with these Terms and Conditions of Use. The acts below are not necessarily subject to punishment or require confirmation of its illegality.

    a. The act of using “KPOP CTzen” or digital art works (or including the “Derivative works” and the subsequent outputs, hereinafter the same) in connection with (i)anything that may be considered as infringing on the rights of others, including through hate, intolerance, violence, cruelty, or libelous remarks; (ii) drugs (regardless of prescription and over-the-counter), other drugs, death, pornography, adult or explicit sexual acts, illegal massage parlors, prostitution, illegal dating or escort acts, weapons or ammunition; (iii) insult or discrimination against an individual on the basis of race, nationality, gender, religion, disability, ethnicity, sexual orientation, sexual identity or age, health condition, or political party or political affiliation; (iv) impersonation of others, Infringement of other people's property rights, including intellectual property rights; (v) engaging in, facilitating or encouraging illegal activities through text, image, video or any other media related. b. Any acts of use that interfere with the business of the “company” in any way, including making products or services that compete with the “company” or KPOP CTzen PROJECT, or that damage the reputation or credibility of the “company” .

  4. The user must not spread false facts or baseless rumors or criticize the “company” or KPOP CTzen PROJECT for the purpose of defamation or NFT transactions, and must not force a schedule not specified by the “company”, for which “company” may hold the user responsible.

  5. Apart from the rights permitted above for digital art works owned and held by the user, the user shall not be granted any rights without limitation in respect of each trademark and intellectual property rights related to “KPOP CTzen”, KPOP CTzen PROJECT, KPCT, ROWOONLABS, and other NFTs issued by the “company”, metaverse spaces, payment methods, and related logos. Each of the above trademark rights and intellectual property rights belong to the “company” and are expressly reserved to the “company”.

  6. In accordance with these Terms and Conditions of Use, for business conducted as part of the KPOP CTzen PROJECT of the “company”, for a certain period of time, the “company” may store the user's "KPOP CTzen" in the "company" through deposit, consignment, staking, or any other technical method or prohibit the transaction, and if the user does not agree or if the user’s consent cannot be obtained, the “company” may reject the user's use of NFTs in the corresponding business.

  7. All rights and status held by the user in accordance with these Terms and Conditions of Use can only be exercised while the user owns and holds “KPOP CTzen”. If the user loses ownership due to sales, transfer, gift, or any other disposition of “KPOP CTzen”, he/she may not exercise any rights or status under these terms of use, and the use of Derivative works created by the user shall be also prohibited. The above applies immediately from the moment the user loses ownership, and the right or status shall be no longer valid. The rights of users may not be applied retroactively to those who have succeeded to the rights or status of user. Even if the user disposes of “KPOP CTzen” to a third party and the commercial rights of Derivative works in connection with it, the user shall take full responsibility for any issues arising from the relation with the third party, and in this regard, the “company” may take no responsibility.

Article 5 (Bearing of Risk)

User agrees and acknowledges the following items.

  1. In terms of the sale of “KPOP CTzen” by users, it is important to note that the price fluctuations of NFTs are extremely severe, and that they are both positively and negatively affected by the price fluctuations of other NFTs. All risks related to the purchase and transaction of “KPOP CTzen” are borne by the user. Therefore, given the extreme volatility, the purchase of NFTs such as “KPOP CTzen” should not be considered as an investment. “KPOP CTzen” does not correspond to securities or financial investment products under the Capital Market Act and the Financial Investment Business Act. The “company” is exempt from any increase in the value of NFT as well as a decrease in its value. Neither the “company” nor anyone guarantees the value of the NFT. It should be borne in mind that even if a loss occurs due to a price change of “KPOP CTzen”, the “company” does not compensate for the loss, and the loss shall be entirely attributable to the user.

  2. Ownership of “KPOP CTzen” only refers to the ownership of NFT associated with digital art works. Accordingly, no information presented on this website (or any documents referred to on this website) shall be considered as advice or offer to enter into a contract for investment purposes. In addition, nothing on this website shall be deemed an offer to purchase stocks, securities or other financial investment products, regardless of jurisdiction. The “company” makes efforts in relation to projects, the contents of which shall not be binding for KPOP CTzen PROJECT and may be changed

    and implemented at the company's discretion depending on the situation. Since the implementation of a new project, additional benefits, and service provision are at the discretion of the "company", the user may not demand the provision of a new project or service from the "company" or impose additional benefits on the "company" under any pretext. Also, due to the artistic nature of this project, the “company” has not been registered or approved with any regulatory body of any jurisdiction. Therefore, it is the user's sole responsibility to check whether the use of "KPOP CTzen" and digital art works purchased and held by the user, and the use of Derivative works comply with the laws and regulations of the jurisdiction in which the user resides or uses.

  3. The user accepts all risks, including risks associated with the hardware, software and internet connection, the risk of introduction of malicious software, and the risk that third parties may gain unauthorized access to the user’s passwords or information stored in the e-wallet. The risks are not limited to these examples, and the user shall assume all risks associated with the use of internet-based currencies (including digital assets).

  4. NFTs, digital assets, and blockchain technology are relatively new and the regulations on them are unclear. New regulations could affect blockchain technology, whose impact could be negative. It may also negatively affect the value of “KPOP CTzen” of the user, and the user needs to understand this and assume all risks.

  5. The user assumes all responsibility for any result or negative impact caused by the interruption or change of the blockchain network or blockchain platform, the interruption or change of the exchange platform supporting NFT transactions, or other issues affecting each of them.

  6. All NFT transactions are made on the blockchain. Therefore, the user bears the entire risk and responsibility for the security and management of his/her personal wallet (wallet's private key, etc.), and verification of all trades and transactions generated on this website, before approval. In addition, since the smart contract for KPOP CTzen PROJECT runs on the blockchain network, the transaction cannot be canceled, reversed, or restored.

  7. User shall be solely responsible for the storage and management of NFT's digital art works and related digital works, while the "company" shall bear no responsibility for the storage and management of users' digital works.

  8. In the event of a dispute, including a dispute over intellectual property rights, in relation to the user's NFTs and derivative digital art works (including "Derivative works") and products, the “company” may terminate support for the user's transaction of the NFTs and may not recognize the user's status.

  9. If NFTs linked with KPOP CTzen PROJECT are issued, these terms and conditions apply equally unless otherwise notified.

  10. The future metaverse space (tentative name META LAND) and payment method (token) related to KPOP CTzen PROJECT will proceed according to the guidelines of THE MARS, the partner in charge of it.

Article 6 (Change of Terms and Conditions of Use)

  1. As these Terms and Conditions of Use are subject to change at the discretion of the “company”, which will be continuously updated on the website, users are requested to check them periodically for any changes. Since the "company" does not prepare a particular membership registration procedure and does not collect users' personal information, individual notice to users is not possible.

  2. Upon purchasing or holding any “KPOP CTzen”, the user is immediately deemed to have agreed to these Terms. The user shall periodically check if there are any changes to these terms, and if the user continues to hold “KPOP CTzen” even though the change in the terms and conditions of use occurs and is notified, the user is deemed to have accepted the changed terms, and subject to them. If the user does not agree to the changed terms of use, the user's rights or status may not be granted, and the user may not access or use this website.

Article 7 (Jurisdiction and Governing Law)

These Terms and Conditions of Use (including, but not limited to, users' access to and use of the website, transactions and use of NFTs, or products sold or distributed through the website) are governed by the laws of the Republic of Korea, and even if they are translated

into other languages or written in parallel, the Korean version shall take precedence. Disputes between the “company” and user shall be resolved under the exclusive jurisdiction of the Seoul Central District Court for the first instance.


This document was prepared with the advice of KIM NAMHYEON, a lawyer working at LAW FIRM SHIN GWANG.

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