1. The purpose of these Terms of Service shall be to set forth the
terms and conditions of use of the Services as well as the rights and
obligations of the Company and the Prospective Users (as defined in
Paragraph 1 of the following Article).
2. The Company shall provide the Services of selling NFTs (non-fungible tokens issued on the blockchain using blockchain technology, or information on digital data transfer, or other information necessary for the transaction of such digital data on the Services, which are recorded on the blockchain by a method determined by the Company; the same shall apply hereinafter) through the website it provides (hereinafter, the "Website") to the Prospective Users. (Hereinafter, NFTs sold on the Services shall be referred to as the "NFTs").
3. Minors may only use the Services after obtaining the consent of a person with parental authority or other legal representative. In the event where a minor uses the Services without such consent while falsely claiming to have obtained consent or to be of legal age, or otherwise using fraudulent means to make believe his/her legal capacity, no legal acts relating to the Services can be cancelled.
1. Those who wish to use the Services (hereinafter, the "Prospective
and set a wallet address to their cryptographic asset management
wallet to receive the NFTs (hereinafter, the "NFT Distribution
Address"), which shall be connected to the Website in a manner
designated by the Company.
2. Prospective Users shall represent and warrant that they do not and will not fall under any of the following items. If the Company determines that a Prospective User falls or is likely to fall under any of the following items, it may refuse the use of the Services by such Prospective User without prior notice or demand. In the event of such refusal to use the Services, the Company shall be under no obligation to disclose the reason thereof.
(1) They are or their officers (including the employees, directors, executive officers, or persons equivalent thereto, who execute business) are among the Anti-social Forces (“Boryokudan” organized crime group, member thereof, had-been-member thereof less than five (5) years ago, quasi-member thereof, “boryokudan” affiliated company or group, “sokaiya” racketeer group, group engaging in criminal activities under the pretext of conducting social campaigns or political activities, crime group specialized in intellectual crimes, right-wing group, or any other anti-social forces and persons similar to these; the same shall apply hereinafter), or interacting with or being involved with in any way with the Anti-social Forces, such as cooperating or being involved in the maintenance, operation, or management thereof through the provision of funds or other actions;
(2) Their membership registration has been refused or their account has been cancelled with respect to the Services or any other services provided by the Company, or otherwise violated any contract or other agreement with the Company in the past;
(3) They are likely to use the Services for illegal or unjust purposes, or the Company's public esteem may be degraded by allowing them to use the Services; or
(4) Any other cases where, under the reasonable judgment of the Company, it is inappropriate to allow the relevant Prospective User to use the Services.
1. To purchase the NFTs using the Services, Prospective Users shall
prepare a MetaMask or other cryptographic asset management wallet at
their own responsibility.
2. In using the Services, Prospective Users shall manage their own wallet private key, seed phrase information, and any other information used in conjunction with the use of the Services (hereinafter, the "Wallet Information") at their own responsibility, and shall take all necessary measures to prevent unauthorized use by a third party. Prospective Users shall be fully liable for any and all acts they or any third party have performed using their Wallet Information.
3. The Company may regard any act performed using the Wallet Information as an act of the Prospective User who is responsible for managing the relevant Wallet Information.
1. A purchase agreement for an NFT shall be concluded between the
Company and a Prospective User when the Prospective User has made the
purchase of the NFT final and binding on the Website’s NFT sales page
(the relevant Prospective User shall hereinafter be referred to as the
2. The Company may set certain restrictions on the purchase amount of the NFTs, the number of times the NFTs can be purchased, and other matters related to the purchase and sale of the NFTs, with which Purchasers shall comply.
3. In the event where a purchase agreement of an NFT is concluded pursuant to Paragraph 1, the Purchaser shall pay the purchase price for the NFTs to the Company in accordance with the method separately designated by the Company. The blockchain network fees (gas fee, etc.) pertaining to the transfer of the NFTs shall be borne by the Purchaser.
4. After confirming the payment set forth in the preceding paragraph, the Company shall send the NFTs to the Purchaser’s NFT Distribution Address by the method designated by the Company (hereinafter, the "NFT Delivery"), thereby completing the performance of this Agreement by the Company and the Purchaser.
5. Except as permitted under law, Purchasers may not revoke, rescind, or cancel this Agreement for any reason after the NFT Delivery, and the Company will not accept any return or refund.
6. In the event where the Company considers that a purchase or a payment of the NFTs (hereinafter, the "Purchase") has been made using any automatic tool, taking advantage of a system error or bug in the Services, or by any other illegal method, the Company may suspend or restrict, against the Purchaser who has made the Purchase, the use of all or part of the Services or any other services provided by the Company in relation to the NFTs. The Company may also terminate the purchase agreement of the NFTs and any other agreements between the Company and the Purchaser, and take other measures as it considers necessary. Except in the case of its willful misconduct or gross negligence, the Company shall not be liable for any damage incurred by the Purchaser as a result of such measures.
1. The fee for the NFTs shall be displayed on the purchase page of the
NFT on the Website.
2. Purchasers shall bear any taxes or costs associated with the purchase of the NFTs and the use of the Services.
3. Purchasers shall bear the cost of purchase, installment, or maintenance of any terminals necessary for the use of the Services as well as the communication costs incurred when using the Services.
In the event where separately and individually set forth by the Company for each NFT, the person currently holding the NFTs (hereinafter, the "NFT Holder") may reproduce, publicly transmit, modify, adapt, or otherwise make secondary use of the creations pertaining to the NFTs for commercial purposes, subject to the compliance with these Terms of Service and such conditions. The profit that an NFT Holder can obtain from such secondary use shall be limited to thirty (30) million yen. If the NFT Holder wishes to make a secondary use of the NFTs in excess of such amount, it shall be notified to the Company in a manner separately designated by the Company, and the NFT Holder shall execute a license agreement with the Company in a form prescribed by the Company.
1. NFT Holders may list and sell the NFTs they own on OpenSea (a web
service accessible from https://opensea.io/ or its successor or
subsequent URLs; the same shall apply hereinafter) or other NFT
marketplaces (hereinafter, the "NFT Marketplaces") provided by third
parties (hereinafter, the "Secondary Listing").
2. In the event where an NFT is listed on the NFT Marketplace as a Secondary Listing and is purchased by a third party, the Company may receive a portion of the purchase price of the NFT pertaining to such Secondary Listing in accordance with the rules established by the third party that provides the NFT Marketplace.
3. When using the NFT Marketplace for the Secondary Listing, NFT Holders shall use it at their own cost and responsibility in accordance with the rules established by the third party providing the NFT Marketplace. Except in the case of its willful misconduct or gross negligence, the Company shall not be liable for the use of the NFT Marketplace.
1. NFT Holders may possess, use, or put to Secondary Listing the NFTs
in accordance with and on the condition that they comply with the
provisions of the Terms of Service.
2. The intellectual property rights (copyrights, patent rights, utility model rights, design rights, trademark rights, and other intellectual property rights (including the right to obtain such rights or to apply for the registration of such rights); the same shall apply hereinafter) pertaining to the creations related to the NFTs and any text, images, programs, and other information provided through or comprising the Services (hereinafter collectively referred to as the "Contents") shall belong to the Company or a third party that owns such rights. The permission to use the Services as well as the NFT Delivery by the Company shall not be construed as a transfer of such rights.
3. Subject to the terms and conditions separately and individually set forth by the Company for each NFT, the Company shall grant to the NFT Holders a license to use the creations pertaining to the NFTs to the extent necessary for holding, using, or putting to Secondary Listing the NFTs in accordance with the provisions of the Terms of Service.
4. For the purpose of advertising the NFTs, Services, or the Company, the Company may use (including, but not limited to, use, distribution, reproduction, modification, display, publication, etc.) in any form or media, the text, image, video, program, data, and other information (hereinafter, the “User Materials”) posted, transmitted, or published by NFT Holders to any third party using the NFTs or the creations pertaining to the NFTs, and may grant license to any third party for such use.
5. NFT Holders shall grant to the Company and the third parties set forth in the preceding paragraph to use the User Materials free of charge, indefinitely and unconditionally, and shall not exercise any claim, including the author’s moral rights, with respect to the proper use of the User Materials by the Company and such third parties.
6. The rights granted to the Company with respect to the User Materials shall still be valid after the termination of the Services.
7. NFT Holders shall warrant that the User Materials and the Company’s use of the User Materials pursuant hereto do not infringe the intellectual property rights, privacy rights, publicity rights, or other personal rights or interests of any third party.
8. NFT Holders shall settle any complaints, lawsuits, or other disputes with any third party with respect to the User Materials at its own responsibility and expense. The Company shall not be liable for such disputes. In the event where the Company requests to investigate such disputes, NFT Holders shall agree to cooperate with the Company.
1. Prospective Users shall not engage in any of the following acts or
acts that may lead to such acts:
(1) Violation of laws and regulations, public policy, or the Terms of Service;
(2) Criminal acts or acts that may lead to criminal acts, or acts that aid or encourage such acts;
(3) Infringement of intellectual property rights, publicity rights, privacy rights or other personal rights, ownership rights, or other property rights of the Company or any third party;
(4) Modification or damaging, disassembling, decompiling, or reverse engineering the Services or the Contents;
(5) Unauthorized acquisition or reprinting of the Contents;
(6) Unjust discrimination or slander of the Company or any third party, or defamation of honor or credibility of the Company or the Services;
(7) Any activities conducted for a profit without the Company's approval;
(8) Causing damage to the Company or any third party;
(9) Interfering with the operation of the Services;
(10) Purchase of the NFTs by a citizen, resident, or a visitor of a country or region where the purchase of the NFTs is prohibited, restricted, or otherwise regulated by laws and regulations;
(11) Use of the NFTs or creations pertaining thereto in violation of the rules established by third parties;
(12) Use of the NFTs or creations pertaining thereto that contains illegal, fraudulent, defamatory, libelous, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or objectionable content;
(13) Use of the NFTs or creations pertaining thereto by disclosing or divulging the confidential information of the Company or any third party;
(14) Use of the creations pertaining to the NFTs without adding any new creativity to them; and
(15) Any other acts that the Company considers inappropriate.
2. In the event where the Company considers that a Prospective User has violated the preceding paragraph, it may suspend or restrict the use of all or part of the Services, terminate this Agreement, or take any other action it considers necessary against the relevant Prospective User.
3. In the event a Prospective User violates Paragraph 1, the Company may request the relevant Prospective User to compensate for any and all damages (including the reasonable attorney's fees) it has suffered as a result of such violation.
1. The Company may add new functions to the Services, change the
content or name of the Services, or make any other changes to the
Services, as it considers necessary.
2. The Company may suspend, discontinue, or terminate all or part of the Services upon occurrence of any of the events in the following items:
(1) In the event where the Company performs periodic or emergency maintenance or inspection of the computer systems used to provide the Services;
(2) In the event where the operation of the Services has become impossible due to force majeure, such as earthquake, tsunami, typhoon, lightning, heavy rain, flood and other natural disasters, fire, power outage, and other unpredicted accidents, war, dispute, uprising, riot, disturbance, labor dispute, epidemic and other plagues, infectious disease, and social lockdown caused thereby;
(3) In the event where it is unable to provide the Services due to a malfunction of the computer system used to provide the Services, unauthorized access by any third party, computer virus infection, etc.;
(4) In the event where the Services cannot be provided due to measures based on laws or regulations;
(5) In the event where the Company has made the information known to a reasonable extent in advance by e-mail or other means;
(6) Any other cases where the Company considers such measure to be unavoidable.
3. In the event of suspension, discontinuance, or termination of all or part of the Services pursuant to the preceding paragraph, the Company shall, to the extent reasonable, notify Prospective Users thereof in advance by posting on the Services or on a website separately designated by the Company or other means; however, this shall not apply in case of emergency.
1. Prospective Users shall represent and warrant that they are not and
will not fall under the category of the Anti-social Forces.
2. Prospective Users shall guarantee that they will not engage or cause any third party to engage in any of the following acts:
(1) Make violent demands;
(2) Make unjustified demands exceeding legal responsibility;
(3) Use of threatening speech or violence;
(4) Acts that damage the trust of the Company by spreading rumors, using fraud or force, or obstructs the business of the Company; or
(5) Involvement with the Anti-social Forces in any means or manner.
3. Prospective Users shall cooperate, to a reasonable extent, with the investigations the Company conducts from time to time to check that they are not Anti-social Forces, and shall provide materials requested by the Company based on reasonable grounds.
1. The Company does not guarantee completeness, certainty,
appropriateness, usefulness, up-to-datedness, legality, or
compatibility of the information provided by the Services with the
purpose of use or fitness to the environment of the Prospective Users.
The Company shall not be liable for any damage arising out of the use
or inability to use the Services or the relevant information by the
Prospective Users, except in the case of its willful misconduct or
2. The Services are not intended to solicit or recommend investment in the NFTs. The Company does not guarantee that the NFTs will have any speculative or monetary value, the value of the NFTs will be maintained or increase, or that the NFT Purchasers or Holders will have any specific rights or receive any specific services.
3. In the event where an NFT Holder lists and sells his/her NFT on the NFT Marketplace, the Company shall not be liable for the agreement between the NFT Holder and the assignee of the NFTs pertaining thereto, and the NFT Holder shall be liable for such agreement.
4. The Company shall not be liable for disputes between the Prospective Users or between the Prospective Users and third parties arising from the use of the Services, except in the case of its willful misconduct or gross negligence.
5. The Company shall not be liable for any damages incurred by the Prospective Users as a result of unauthorized access to the Services, computer virus invasion, or other acts of third parties, except in the case of its willful misconduct or gross negligence.
6. The Company shall not be liable for any damage incurred by the Prospective Users by a telecommunications carrier, electricity provider, or other business operator, except in the case of its willful misconduct or gross negligence.
7. The Company shall not be liable for any damage incurred by the Prospective Users due to the changes in the Services pursuant to Article 10, Paragraph 1, or suspension, discontinuation, or termination of all or part of the provision of the Services pursuant to Paragraph 2 of the same article (including, but not limited to, the damage caused by loss of information), except in the case of its willful misconduct or gross negligence.
The liability of the Company for the damages incurred by Prospective Users shall be limited to the ordinary damages directly and actually suffered by the Prospective Users, which shall not exceed the amount of the purchase price of the NFTs received from the relevant Prospective Users; provided, however, this shall not apply if there is any willful misconduct or gross negligence on the part of the Company.
Except as otherwise permitted in the terms and conditions separately set forth by the Company, Prospective Users shall not assign, transfer, grant as security, or otherwise dispose of their status under the Agreement or all or a part of the rights and obligations under the Agreement or the Terms of Service to any third party without a prior written consent of the Company.
1. The Company may change the Terms of Service without the consent of
Prospective Users if considered necessary, and Prospective Users shall
consent to such changes in advance. The Company shall not be liable
for any disadvantage or damage incurred by Prospective Users as a
result of such changes.
2. Upon change of the Terms of Service, the Company shall notify Prospective Users of the changes, the details thereof, and the effective date thereof in a manner it considers appropriate at least two (2) weeks prior to the effective date, and shall post the new Terms of Service on the Website or other appropriate location it has designated; provided, however, if there is a significant adverse effect on the Prospective Users in connection with the changes to the Terms Service or if the Company considers it necessary, the Company shall give such notice to the Prospective Users in advance.
3. Prospective Users who do not agree to the changes of the Terms of Service may terminate the Agreement by notifying the Company pursuant to a procedure separately designated by the Company by the day before the effective date of the changes set forth in the preceding paragraph.
4. By continuing to use the Services after any changes to the Terms of Service have taken effect, Prospective Users shall be deemed to have agreed to such changes.
The Company and Prospective Users shall comply with the laws and regulations as well as the commercial practices and consult with each other in good faith to resolve any doubts in the interpretation of the Terms of Service, matters not stipulated herein, and other matters related to the Services.
If any part of these Terms of Service is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way.
1. These Terms of Service shall be governed by and construed in
accordance with the laws of Japan.
2. All disputes arising from or relating to the Terms of Service shall be subject to the exclusive jurisdiction of the Tokyo District Court for the first instance.
Established on 31/10/2022