Terms of Use of SAKURA NFT PLATFORM

 

Effective:  Sept 21, 2021

Last Update: Sept 21, 2021

 

Article 1 (Scope of Application)

1. These Terms of Use define the rights and relationships among SAKURA JAPAN Ltd. (hereinafter referred to as the “Company”), Users, Sellers (including SPL), and GD management company with respect to the terms and conditions of use of SAKURA NFT PLATFORM (hereinafter referred to as the “Service”), which is the NFT market service provided by the Company. Users shall use the Service upon fully understanding and agreeing to the Terms of Use.
   
   
2. In using the Service, Users and Sellers agree to abide by the Terms of Use and other transaction instructions, guidelines, policies or the like published by the Company on the Company's website, as well as the "Gold Debit Transaction Terms and Conditions" (hereinafter referred to as "GD Terms and Conditions") separately stipulated by ARCA Inc. for Gold Debit transactions within the Service.

Article 2 (Definitions)

In the Terms of Use (including Article 1), the terms set forth below shall respectively have the following meanings.

(1) "Crypto-Assets" shall mean the crypto-assets specified in Article 2, Paragraph 5 of the Payment Services Act (Act No. 59 of 2009).

(2) "Primary Sale" shall mean the situation where the Seller, in order to sell NFT (regarding SPL, NFT and Gold Debit) that have not been traded on the Service at the relevant time, post the information necessary for such transactions in a manner prescribed by the Company, and make such products available for purchase for other Users.

(3) "Purchase Agreement" shall mean a purchase agreement for the Products formed between the Seller or the Auctioneer and the Purchaser in accordance with the Terms of Use.

(4) "Purchaser" shall mean a User who has concluded a Purchase Agreement with the Seller or the Auctioneer, or a User who wishes to conclude a Purchase Agreement with the Seller or the Auctioneer.

(5) "Auction" shall mean a User making the Products available for purchase by other Users by posting the information necessary for the transaction in order to sell his/her Products on the Service in a manner prescribed by the Company.

(6) "Auctioneer" shall mean a user who exhibits his/her Products on the Service.

(7) "Intellectual Property Rights" shall mean copyrights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the same or similar rights in countries or regions other than Japan).

(8) "Seller" shall mean any person approved by the Company to perform a Primary Sale of the Products within the Service, or SPL.

(9) "Sale Price" shall mean the price (including consumption tax) paid by the User to the Seller or the Auctioneer when purchasing the Products from the Seller or the Auctioneer within the Service.

(10) "Necessary Measures" shall mean (i) the restriction of all or part of the use of the Service, (ii) the suspension or partial restriction of the use of the Service for Gold Debit based on the GD Terms and Conditions, and (iii) all or part of any other action reasonably deemed necessary and appropriate by the Company.

(11) "Fraudulent Products" shall mean tokens created by falsification of data, use of unauthorized tools, or other inappropriate methods, or tokens containing data that infringes the intellectual property rights of a third party or any other illegal data.

(12) "Account" shall mean the account of a User in the Service (including the Wallet) that is established for each User through the procedures prescribed by the Company.

(13) "Wallet" shall mean the wallet on the block chain managed and operated by the Company to manage the NFT and Gold Debit.

(14) "Payment Currency" shall mean the legal tender or other means of payment separately designated by the Company.

(15) "Products" shall mean the NFT and Gold Debit.

(16) "NFT" shall mean non fungible tokens issued on the blockchain (excluding cryptographic assets and Gold Debit) and approved by the Company in regard of transactions within the Service.

(17) "User" shall mean a person who has opened an Account for the Service.

(18) "Users" shall mean both or either User and Seller.

(19) "GD Management Company" shall mean ARCA Inc.

(20) "GD Purchase Fee" shall mean the fee (including consumption tax) paid by the Purchaser to the GD Management Company in accordance with Article 10, Paragraph 4 of the GD Terms and Conditions when the Purchaser purchases Gold Debit that has been sold primarily or displayed.

(21) "GD Storage Company" shall mean Degussa Sonne/Mond Goldhandel Ltd.

(22) "Gold Debit" shall mean gold bar deposited with GD Storage Company by SPL or a user in accordance with the GD Terms and Conditions, which is sold as Primary Sale or have been sold as Primary Sale by SPL (including those delivered by SPL to the User free of charge for campaigns or other reasons) within the Service in accordance with these Terms of Use and the GD Terms and Conditions, and for which a token has been issued on the Service corresponding to the individual gold bar in question.

(23) "NFT Sales Commission" shall mean the sales commission paid by the Auctioneer to the Company when the NFT auctioned by the Auctioneer is purchased by a purchaser, and is the amount obtained by multiplying the Sale Price by a rate separately determined and announced by the Company (including consumption tax).

(24) "SPL" shall mean SAKURA PLATFORM LTD.

Article 3 (Service and Account)

1. In order to use the Service, Users shall fully understand and agree to the terms and conditions of the Terms of Use (including GD Terms and Conditions for Users and SPL), and shall complete the usage procedures specified therein.
   
   
2. All information registered by the Users as per the Service must be true and accurate. In addition, if there are any changes to the registered information, the Users shall promptly take steps to correct the information to the changed content in accordance with Article 25, Paragraph 3.
   
   
3. In addition to the Seller, Users who have opened an Account in accordance with Article 5 may only use the Service. All rights related to the Account shall belong exclusively to the User, and the User may not transfer, lend, or otherwise dispose of these rights to a third party or have them inherited.
   
   
4. Even in the event that cryptographic assets or other tokens are granted to the Products held by a User due to a new block chain branch, the User shall not be able to request the Company to grant said cryptographic assets or other tokens.

Article 4 (Confirmation Items)

The user shall fully understand and agree to the following items when using this Service.

(1) The Service is a platform that allows User to purchase Products that have been sold as Primary Sale by Seller, as well as to exhibit Products purchased from Seller and to buy and sell Products with other Users.

(2) Users shall, at their own responsibility, confirm the terms and conditions of transactions for the Products through the Service and determine whether or not to conduct such transactions.

(3) Users must perform all obligations necessary for transactions concluded through the Service, if any, at their own risk.

(4) The purchase or possession of the NFT by a User as per the Service means that the NFT will be transferred to the User's Account, and the User will be able to view, listen to, and otherwise use the data pertaining to the NFT in a manner prescribed by the Company through the User's Account. This does not mean that the NFT will be transferred to a wallet managed by the User. The NFT are managed only in the Wallet managed by the Company, and the User may not transfer the NFT purchased by the User to a wallet other than the Wallet (including, but not limited to, the wallet in which the User manages his/her private key).

(5) Gold Debit is an ownership interest in gold bar traded in accordance with the GD Terms and Conditions and these Terms of Use, and a Gold Debit transaction is the trade of an ownership interest in gold bar. The tokens issued for each Gold Debit will be transferred to the Account of the Member who purchased the Gold Debit through the Service, and will only serve to indicate the timing and amount of Gold Debit acquired and held by that Member. The token is not subject to trading. The tokens are managed by the Company in the Wallet only, and the Company does not own the gold bar corresponding to the Gold Debit. The physical gold bar corresponding to the Gold Debit held by the User or SPL is deposited with the GD Storage Company in accordance with the GD Terms and Conditions, and the Company assumes no responsibility for the management, quality, or delivery of such gold bar.

(6) The Products traded through the Service do not constitute cryptographic assets. Therefore, no trading or exchange of cryptographic assets with other cryptographic assets will take place within the Service.

(7) The Company shall not accept any deposits of cryptographic assets from Users in the Service.

(8) The Products may only be transferred or otherwise dealt with through the Service, and may not be transferred to a third party or to a person other than the User in a manner not permitted by the Service.

Article 5 (Opening of the Account)

1. Those wishing to become a User shall apply for the Account in accordance with the method prescribed by the Company. When applying to open an Account, all of the following requirements must be met in order to become a User. In the event of any changes to the matters stipulated in the following items, the User shall promptly notify the Company of such changes.
   (1) To be a resident of Japan or an individual or legal entity in a country separately approved by the Company.
   (2) To be already registered as a Gold Debit Member in accordance with the GD Terms and Conditions (including the completion of the confirmation at the time of transaction as specified in the GD Terms and Conditions).
   (3) To have completed the transaction confirmation process as separately designated by SPL.
   (4) To fully understand the contents of these Terms of Use and GD Terms and Conditions, and agrees to use the Service at his/her own discretion and responsibility.
   (5) To agree to the privacy policy set forth by the Company.
   (6) In case of minor, adult ward, person under curatorship, or a person under assistance, to have obtained the consent of a legal representative, guardian, curator, or assistant.
   (7) To not fall under any of the persons listed in Article 15, Paragraph 1 and to have not committed, and is not likely to commit, any of the acts listed in Paragraph 2 of Article 15 or any of the items of Article 16.
   (8) No other circumstances that would make it inappropriate for the User to use the Service.
   
   
2. Acceptance or rejection of the opening of the Account shall be determined at the Company's reasonable discretion, and a User may use the Service only if the Company accepts the opening of the Account. The Company shall not be obligated to disclose the reasons for the decision to accept or reject the Account.
   
   
3. If, after the Account has been opened, there is a change in a matter that affects the decision to accept or reject as stipulated in the preceding paragraph, the Company may take the necessary measures against the User or cancel the Account after implementing the procedures prescribed by the Company.

Article 6 (Password for the Service)

1. In authenticating the use of the Service by Users, the Company shall use password set by a User. at the time of commencement of use of the Service (hereinafter referred to as the "Password").
   
   
2. A User may change their Password at any time in accordance with the method prescribed by the Company.
   
   
3. The User shall strictly manage the Password and shall not divulge it to others.
   
   
4. The Company shall confirm by the method prescribed by the Company that the password received is the same as the password registered, and after acknowledging that there is no difference between them, the Company shall deem the communication to be made by the Users even if the actual communicating party is not the Users, and shall not be liable for any damage incurred by the Users as a result thereof.

Article 7 (Primary Sales by Seller)

1. The Seller may conduct Primary Sales to a User by announcing to all or part of the User about the Products to be sold by the Seller and the method of purchase through the Service in a manner prescribed by the Company.
   
   
2. In making Primary Sale of the Products as set forth in the preceding paragraph, the Seller shall send the Products to the Wallet in advance.
   
   
3. In the event that the Seller violates these Terms of Use, infringes the rights of a third party, or is otherwise deemed inappropriate by the Company, the Company may invalidate the Primary Sales by said Seller without prior notice to said Seller. In the event that the Primary Sale is invalidated, the Company may invalidate the purchase for such Primary Sale.
   
   
4. The Company may, at its discretion, impose restrictions on the Sale Price of the Products (including, but not limited to, the total amount of Sale Price for the sale of the Products that is being sold as of the time of the Primary Sale), the number of times the Products may be sold, and other matters. The Company shall not be liable for any damages incurred by the Seller as a result of such restrictions.

Article 8 (Auction by User)

1. Auctioneer may exhibit the Products (limited to those owned by the Auctioneer) by announcing all or part of the Products and the method of purchasing the Products in the Service in a manner prescribed by the Company to the concerned User.
   
   
2. Auctioneer may cancel the Auction until the conclusion of the purchase contract for the Products. The Auctioneer shall not claim invalidation or cancellation of a purchase contract that has been concluded for any reason whatsoever.
   
   
3. The Auctioneer shall not engage in any of the following acts in connection with the auction specified in Paragraph 1.
   (1) Sell the Products even though the Auctioneer has no intention of concluding a purchase agreement.
   (2) Sell Products that he/she does not currently own.
   (3) Delicately sell the Products currently on Auction.
   (4) Falsifying the contents, nature, or any other information of the Products to be auctioned.
   (5) Provide false descriptions of the Products to be auctioned.
   (6) To provide an explanation of the Products to be auctioned that lacks the information necessary to understand the contents and nature of the Products or information necessary to prevent misunderstanding in terms of socially accepted standards.
   (7) Attempting to sell the Products in a manner that is contrary to laws and regulations, guidelines and other rules to be observed by the Auctioneer, and public order and morals.
   (8) Sell the Products that have not been sold by the Seller approved by the Company.
   
   
4. In the event that an Auctioneer violates these Terms of Use or infringes on the rights of a third party, or in any other cases where the Company deems the Auction to be inappropriate, the Company may invalidate the Auction by such Auctioneer without prior notice to the Auctioneer. In the event that an Auction is invalidated, the Company may invalidate the purchase of such Auction.
   
   
5. The Company may, at its discretion, impose restrictions on the consideration for the sale of the Products (including, but not limited to, the total amount of the consideration for the sale of the Products currently on display) and the number of times the Products are displayed. The Company shall not be liable for any damage incurred by the Auctioneer as a result of such restrictions.
   
   
6. In the event that a Purchase Agreement is concluded with a Purchaser in accordance with Paragraph 3 of the following Article with respect to the NFT that the Auctioneer has auctioned, the Auctioneer shall pay the Company the NFT sales commission for such NFT.

Article 9 (Purchase of Products)

1. When purchasing the Products in accordance with these Terms of Use, the Purchaser shall carefully read and understand the contents of the Products and the terms and conditions of the transaction, including the Sale Price, presented by the Seller or the Auctioneer, before purchasing the Products. In addition, in purchasing the Products, the User shall not engage in any of the following acts.
   

   (1) Attempting to purchase the Products even though the User has no intention of purchasing said Products.

   (2) Purchase the Products that has been auctioned by the purchasing User.

   (3) Pay the Sale Price by any method other than the method prescribed by the Company.
   

2. A Purchaser who wishes to purchase the Products to be sold as Primary Sale or auctioned shall make an application for purchase in accordance with the method prescribed by the Company, and if a Purchase Agreement is concluded with the Seller or the Auctioneer, the Purchaser shall pay the Sale Price to the Seller or the Auctioneer in accordance with the methods prescribed by the Company.
   
   
3. The Purchase Agreement between the Seller or the Auctioneer and the Purchaser shall be deemed to have been concluded at the time the purchase application procedures are completed in a manner prescribed by the Company. The User accepts that if the purchase procedure is not completed by the Purchaser due to a system failure or for any other reason, the Purchase Agreement shall not be formed.
   
   
4. The Purchase Agreement with the Seller or the Auctioneer may not be formed due to the number of the Products in stock, the method of purchase, or other circumstances, and the Company does not guarantee the purchase by the Purchaser.
   
   
5. The Purchaser may not rescind the relevant Purchase Agreement after it has been formed, and shall not claim invalidation or cancellation of the formed Purchase Agreement for any reason whatsoever.
   
   
6. Payment of the Sale Price pursuant to Paragraph 2 shall be made by the Purchaser in the manner set forth in the following article. If the payment of the Sale Price is not made within the period prescribed by the Company even though a Purchase Agreement has been concluded, the Purchase Agreement shall be automatically terminated.
   
   
7. Upon confirmation of payment of the Sale Price to the Seller or the Auctioneer, the Products on Primary Sale or on Auction shall be sent to the Purchaser's Account, and the Purchaser shall acquire such Products.
   
   
8. The Company may, at its own discretion, set limits on the Sale Price for the purchase of the Products (including, but not limited to, the maximum amount of consideration for the purchase of the Products that may be purchased per day) and the number of purchases of the Products. The Company shall not be liable for any damages incurred by the Purchaser as a result of such restrictions.

Article 10 (Payment of the Purchase Price)

1. Upon the conclusion of a Purchase Agreement, the Purchaser shall pay the Sale Price in the currency designated by the Seller or the Auctioneer in accordance with the method prescribed by the Company. The Purchaser shall bear any remittance fees and other expenses required for such payment.
   
   
2. Payment of the Sale Price by the Purchaser shall be made by the method whereby the Company as the party entitled to receive the Sale Price on behalf of the Seller or the Auctioneer, shall receive the Sale Price on behalf of the Seller or the Auctioneer, and shall deliver such Sale Price (the amount of the Sale Price shall be the amount after deducting the NFT sales commission and other amounts that the relevant Seller or the Auctioneer is obligated to pay to the Company (hereinafter collectively referred to as the "Sales Commissions”) to the Seller or the Auctioneer. The Purchaser's obligation to pay the Sale Price shall be deemed to be completed and extinguished when the Company receives the full amount of the Sale Price from the Purchaser.
   
   
3. The Seller or the Auctioneer shall authorize the Company (including payment providers and collection agencies designated by the Company) to receive the Sale Price paid by the Purchaser on behalf of the Seller or the Auctioneer.
   
   
4. Upon receipt of the Sale Price from the Purchaser, the Company shall deduct the Sale Commissions and remit the remaining amount to the bank account provided by the Seller or the Auctioneer to the Company by the last day of the month following the month in which the Sale Price was received. Upon completion of such remittance, payment of the relevant Sale Commissions to the Company shall be deemed to be completed. The remittance fee and any other expenses required for such remittance shall be borne by the Seller or the Auctioneer.

Article 11 (Special Provisions on Gold Debit)

1. The transfer of Gold Debit and the payment of GD Purchase Fee, in the case of sale by SPL as Primary Sale or that Products auctioned by Auctioneer are Gold Debit, shall be in accordance with GD Terms and Conditions as well as this Article.
   
   
2. Ownership of the Gold Debit shall be transferred to the Purchaser upon completion of the payment of the Sale Price by the Purchaser and delivery of the token for the Gold Debit to the Purchaser's Account.
   
   
3. When the token for the Gold Debit is sent to the Purchaser's Account, the Company shall, on behalf of SPL or the Auctioneer, notify GD Management Company as specified in Article 10.2 of GD Terms and Conditions. The Purchaser and the Auctioneer of the Gold Debit shall not object to the Company giving such notice and shall grant the Company the necessary authority to give such notice.
   
   
4. In the event that a Purchase Agreement is concluded with SPL or the Auctioneer in accordance with Article 9.3 for a Gold Debit that has been auctioned or offered for sale as Primary Sale, the Purchaser shall pay the GD Purchase Fee for such Gold Debit to the GD Management Company in accordance with the GD Terms and Conditions and these Terms of Use in a manner prescribed by the Company. The Purchaser shall bear all remittance fees and other expenses required for such payment.
   
   
5. Payment of the GD Purchase Fee by the Purchaser shall be made in a manner in which the Company, as the agent of the GD Management Company, receives the GD Purchase Fee on behalf of the GD Management Company, and the Company delivers the GD Purchase Fee to the GD Management Company. The Purchaser's obligation to pay the GD Purchase Fee shall be considered complete and extinguished when the Company receives the full amount of the GD Purchase Fee from the Purchaser.
   
   
6. The GD Management Company authorizes the Company (including payment providers and collection agencies designated by the Company) to accept on its behalf any GD Purchase Fee paid by the Purchaser

Article 12 (Verification Method of Transaction History)

A User shall be able to verify the transaction history of the Products on the "My Page" within the Service.

Article 13 (Handling of Personal Information)

1. The Company shall respect the privacy of Users.
   
   
2. The Company shall pay the utmost attention to security in order to safely manage the information collected from Users.
   
   
3. The handling of information obtained by the Company from Users shall be in accordance with the Company's Privacy Policy.

Article 14 (Ownership of Rights)

1. All Intellectual Property Rights related to the Company's website and the Service belong to the Company or the party that has granted a license to the Company. Granting of a license to use the Service under these Terms of Use does not imply a license to use the Intellectual Property Rights of the Company or of the party that has granted a license to the Company related to the Company's website or the Service.
   
   
2. Users shall not, for any reason whatsoever, perform any act (including but not limited to disassembly, reverse compilation, and reverse engineering) that may infringe the Intellectual Property Rights of the Company or any party that has licensed the Company with respect to the Company's website and the Service
   
   
3. Users agree to grant the Company the right to use (including reproduction, copying, modification, sublicensing to third parties, and all other uses) all copyrights and other Intellectual Property Rights that may arise in relation to text, images, video, and other data posted or transmitted on the Company's website or in the Service, free of charge and without restriction, to the extent necessary for the provision of the Service.
   
   
4. The Intellectual Property Rights, portrait rights, privacy rights, publicity rights, and other rights of the works and other content that are the subject of the NFT belong to the Seller (including those who have granted licenses to the Seller), and the purchase of the NFT by the User does not in any way imply the acquisition of such rights.

Article 15 (Exclusion of Antisocial Forces)

1. 1 The Users shall represent and warrant that he/she or his/her agents or intermediaries (hereinafter referred to as "Related Persons") do not currently fall under any of the following, and will not fall under any of the following in the future.
   (1)  An organized crime group (as defined at Article 2 Paragraph 2 of the the Act on Prevention of Unjust Acts by Organized Crime Group Members, Act No. 77 of 1991, hereinafter referred to as the "Anti Organized Crime Group Act”).
   (2)  A person who is a member of an organized crime group (as defined at Article 2, Paragraph 6 of the Anti Organized Crime Group Act) or a person who has not been a member of an Organized Crime Group for less than five years.
   (3)  A quasi-member of an organized crime group.
   (4)  Companies related to an organized crime group.
   (5)  Sokaiya racketeer groups, groups engaging in criminal activities under the pretext of conducting social campaigns or political activities and crime groups specialized in intellectual crimes.
   (6)  Any person who has a close relationship (including, but not limited to, acts of providing funds or other benefits) with any of the parties specified in the preceding items.
   (7)  Other persons similar to the preceding items.
   
   
2. The Users shall ensure that he/she or his/her Related Persons will not, directly or indirectly, commit any of the following acts.
   (1)  Acts of violent demands.
   (2)  Unreasonable demands beyond legal responsibility.
   (3)  Threatening words or actions (including, but not limited to, informing to be or that his / her Related Persons are persons specified in the preceding paragraph) regarding the use of the service.
   (4)  Spreading rumors, using deception or force to damage the Company's credibility or interfere with the Company's business.
   (5)  Other acts similar to the preceding items.
   
   
3. In the event that it is found that Users violate any of the representations or commitments set forth in the preceding two paragraphs, the Company may take the necessary measures without requiring any notice.
   
   
4. In the event that the Company takes necessary measures pursuant to the provisions of the preceding paragraph, the Company shall not be liable to compensate the User and Others for any damage, loss, or expense incurred by the User ad Others as a result of such necessary measures.

Article 16 (Prohibited Acts)

Users shall not engage in any of the following acts with respect to the Service, in addition to those separately stipulated in these Terms of Use.

 

(1)  Holding the Account for the purpose of using it for transactions that violate money laundering, terrorist financing, or laws related to economic sanctions (including OFAC regulations; hereinafter the same), or using the Account for transactions that violate money laundering, terrorist financing, or laws related to economic sanctions. OFAC regulations is the regulations described on the website (in English) of OFAC (Office of Foreign Assets Control, U.S. Department of the Treasury).

(2)  Acquiring the Products by fraudulent means, or using the Products with the knowledge that it has been acquired by fraudulent means.

(3)  Forge or alter the Account or Products, or use the Products knowing that they have been forged or altered.

(4)  Acts that lead to fraud or other crimes.

(5)  Violate laws and regulations, court judgments, decisions or orders, or legally binding administrative measures.

(6)  Acts that may violate public order or good morals.

(7)  Infringing the intellectual property rights, honor rights, portrait rights, publicity rights, privacy rights, or any other legal or contractual rights of the Company or any third party.

(8)  Posting or transmitting excessively violent expressions, sexually explicit expressions, expressions equivalent to child pornography or child abuse, expressions that lead to discrimination based on race, nationality, creed, gender, social status, family origin, expressions that induce or encourage suicide, self-injury, or drug abuse, or other expressions that may cause discomfort to others, including anti-social content.

(9)  Impersonate the Company or a third party, or intentionally cause false information to be disseminated.

(10) Sending the same or similar messages to an unspecified number of the Users (excluding those approved by the Company), or any other acts that the Company deems to be spam.

(11) Exchange the Products for cash, goods, or other economic benefits in a manner not permitted by these Terms of Use.

(12) Acts of sales, advertising, solicitation, or other commercial purposes (excluding those approved by the Company), use of the Service for the purpose of sexual or obscene acts, meeting or dating with unacquainted third parties, harassment or slander of other Users or any other purpose different from the intended use of the Service.

(13) Providing benefits or other acts of cooperation to antisocial forces.

(14) Religious activities or solicitation for religious groups.

(15) Illegally collecting, disclosing, or providing personal information, registration information, or usage history information of others.

(16) Acts that interfere with the Company's server or network system, acts that use BOT, cheat tools, or other technical means to illegally manipulate the Service, acts that intentionally use the Company's system malfunctions, acts that repeat similar acts more than necessary, and acts that make unreasonable inquiries or requests to the Company (including repeating the same question more than necessary), any other act that obstructs or interferes with the operation of the Company's business or the use thereof by Users.

(17) Any act of sending or transferring the Products in a manner not permitted by these Terms of Use.

(18) Any act that constitutes or attempts to constitute a double transfer of the Products.

(19) Use the Service under a name other than the User's own, such as a fictitious name or the name of another person.

(20) Acts that are deemed to be inappropriate or unauthorized use of the Service, such as repeatedly sending the Products to the same User in a short period of time.

(21) Any act of declaring false or intentionally incorrect information in relation to information obtained by the Company as information about the User s.

(22) Acts of reverse engineering, disassembling, or deciphering the source code of the Service in any other way for any inappropriate purpose or manner.

(23) Assisting or encouraging any of the above actions.

(24) In addition to the above, any acts that the Company reasonably determines to be inappropriate

Article 17 (Implementation of Necessary Measures)

The Company may suspend or delete the Account or the use of the Service, or take other necessary measures, without prior notice to the Users, if the Users fall under or are likely to fall under any of the following items.

 

(1) Violation of terms and conditions, rules or the like applicable to the use of the Service (including, but not limited to, these Terms of Use and GD Terms).

(2) If the User is a person specified in Article 15, Paragraph 1, or commits any of the acts specified in Article 15, Paragraph 2.

(3) Damages the Company's credibility by spreading false rumors, using deception, force or any other wrongful means.

(4) In the event that there is a petition for seizure, provisional seizure, auction, commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, or commencement of similar proceedings, or in the event that the Company considers that there is a situation causing a trust concern to the Users.

(5) When it is reasonably suspected that criminal proceeds or illicit goods have been used or traded on the Service.

(6) In addition to the above, in the event that the relationship of trust with the Users is lost or the Company reasonably determines that the provision of the Service to the Users is not appropriate.

Article 18 (Suspension or Discontinuation of Service)

The Company may discontinue or suspend the provision of all or part of the Service at any time without prior notice to Users in any of the following cases.

(1) In the event of system maintenance or repair.

(2) In the event that the provision of the Service becomes impossible due to force majeure such as fire, power outage or other accident, natural disaster, war, riot, civil commotion, terrorist act, labor dispute, or serious disease.

(3) In the event of a failure of the system (including communication lines or means of communication, computers) or in the event that burden is concentrated on the system.

(4) When it is necessary to ensure the safety of Users or third parties, or when it is urgent for the public interest.

(5) In addition to the above, if the Company reasonably determines that it is necessary.

Article 19 (Termination by Cancellation of the Account and Measures after Termination)

1. The User may terminate the Account only if the User does not own the NFT, or if the User transfers the NFT owned by the User to a Seller (meaning the Seller who conducted the Primary Sale of the NFT at stake) free of charge at the same time as the termination of the Account in accordance with the procedures prescribed by the Company.
   
   
2. If the Account is terminated or deleted for any reason, the provision of all services related to the Service, including the Account, shall be terminated, and all rights (except for the ownership of Gold Debit. The same shall apply hereinafter in this paragraph) and information of the User, including the entry and exit history of the Products, recorded in all accounts related to the Service, shall be deleted, except as provided by law or these Terms of Use. Even if a User mistakenly cancels the Account or re-subscribes to the Service, these rights and information cannot be restored and the Company shall not be liable even if this causes damage to the User.
   
   
3. If a User has a Gold Debit at the time the User's Account is terminated, the token corresponding to the Gold Debit shall cease to exist, and these Terms of Use shall not apply to the gold bar associated with the Gold Debit thereafter.
   
   
4. In the event that a User loses or terminates his/her membership under the GD Terms and Conditions, his/her Account shall also be terminated and the provisions of the preceding paragraphs shall apply mutatis mutandis.

Article 20 (Deletion, etc., of Accounts that have not been used for a long period of time)

In the event that the Company reasonably determines that a User has not logged in to the Account for five (5) years from the date of the User's last login, the Company may, after notifying the User and without obtaining the User's consent, remove the Products on Auction, delete the Account, or take other necessary measures. However, the Company may delete the Account of the User who holds the NFT only when the User has not logged in for [six (6) months] even though the Company has requested the User to log in by contacting the e-mail address registered with the Company or by any other method deemed appropriate by the Company after such request. In such case, the Company may dispose of the NFT in any way it chooses.

Article 21 (Responsibility of User and Seller)

1. Users shall use the Service at their own responsibility, and shall bear all responsibility for any and all actions taken in the use of the Service and the results thereof.
   
   
2. In the event that the Company suffers any direct or indirect damage (including the burden of attorney's fees) as a result of the use of the Service (including cases where the Company has received a claim from a third party) due to such use by the Users, Users shall immediately compensate the Company's damages.
   
   
3. Users shall, at their own expense and responsibility, prepare equipment, communication means allowing the Service to be used.
   
   
4. Users shall take security measures such as prevention of computer virus infection, unauthorized access, and information leakage at their own expense and responsibility according to their own usage environment of the Service.
   
   
5. Any disputes that arise between Users and other Users or third parties as a result of the use of the Service shall be resolved at the responsibility of each User, and Users shall not cause any damage to the Company as a result of such disputes.
   
   
6. In the event that damage is caused to the Company in violation of the preceding paragraph, the Users who were parties to the dispute shall jointly and severally compensate the Company for any damage caused to the Company because of said dispute.

Article 22 (Non-warranty)

The Company does not explicitly or implicitly guarantee that the Service is free of defects (including defects in security, errors, bugs, infringement of rights, etc.), nor does it guarantee its safety, reliability, accuracy, completeness, effectiveness, or fitness for a particular purpose. The Company shall have no obligation to provide the Service to Users with such defects removed.

Article 23 (Exemption from Liability of the Company)

1. The Company shall not be liable for any damage caused under Article 18 or any damage listed in the following items, unless there is intentional or gross negligence in causing such damage.
   

   (1) Damages caused by the delay or inability to send the Products due to natural disasters, political upheavals, or other reasons.

   (2) Damages caused by malfunction of the distribution of the Products due to cyber attacks or the like.

   (3) Damages caused by the establishment, revision, or abolition of laws and regulations of governments, guidelines, and regulations of administrative agencies, or the establishment, revision, or abolition of regulations of self-regulatory organizations.

   (4) Damage caused by errors or delays in telecommunication, Internet or postal services (including congestion of Internet lines).

   (5) Damage caused by malfunction or failure of the hardware or software of the Users’ computer, damage caused by malfunction or failure of the Company's computer system or software, damage caused by malfunction or failure of systems or online software provided by market participants or third parties, or any other computer related to the transaction.

   (6) Damages caused by the Users failing to enter accurate information or the Users failing to make the necessary confirmation.

   (7) Damages incurred by the Users based on the suspension or cancellation of all or part of the functions of the Account.

   (8) Damages incurred by the Users due to inaccuracies in the information provided by the Users.

   (9) Damages incurred in relation to the use of information such as figures and news obtained by the Users while using the Service for purposes other than the Users’ transactional purposes such as provision to third parties (including the Company's customers), use for business purposes, processing or redistribution, etc.

   (10) Any other damage caused by reasons beyond the Company's control.
   

2. Even in cases where links are provided from the Company's website to other websites or from other websites to the Company's website, the Company does not guarantee the accuracy or completeness of websites outside the Company's website or information obtained from such websites. The Company shall not be liable for any damages incurred by users based on such information, except in cases where the Company is intentionally or grossly negligent.
   
   
3. The Company does not guarantee the value, stability, or legality of the Products itself. The Company shall not be liable for any damages incurred by Users due to a lack of understanding of the nature, mechanism, or market of the Products, except in cases where the Company is intentional or grossly negligent.
   
   
4. The Company shall not be liable to compensate the Users for any damages incurred by the Users due to any future enactment or change in the laws and regulations regarding the Products or the related taxation system, including consumption tax.
   
   
5. With respect to liability for default or tort to the User due to the Company's negligence (excluding gross negligence), the Company shall not be liable to compensate for damages caused by lost profits or other special circumstances, and shall be liable for damages only to the extent of ordinary and direct damages.

Article 24 (Relationship between These Terms of Use and Laws)

In the unlikely event that any provision of these Terms of Use is deemed to be contrary to the Consumer Contract Act or other laws and regulations applicable to contracts between Users and the Company with respect to the Service, such provision shall not apply to contracts with such Users to that extent. However, even in this case, the effect of other provisions of these Terms of Use shall not be affected.

Article 25 (Notices to Users and Changes in Registered Information)

1. Communication from the Company to Users regarding the Service shall be made by posting notices in appropriate locations on the website operated by the Company, by contacting the Account, the email address reported to the Company, or by any other method deemed appropriate by the Company.
   
   
2. Contact from Users to the Company regarding the Service shall be made by sending an inquiry form set up in an appropriate location on the website operated by the Company or by a method designated by the Company.
   
   
3. If there are any changes to the information registered with the Company (including, but not limited to, information about the Users.), the Users shall promptly notify the Company of such changes in accordance with the procedures prescribed by the Company.
   
   
4. In the event that the Users are requested by the Company to submit additional registration information or related materials, the Users shall, without delay, notify the Company of such additional information in accordance with the procedures prescribed by the Company, or submit the materials requested by the Company. If these responses are not made within the period of time specified by the Company, the Company may, at its discretion, suspend all or part of the Account or the functions of the Service, or delete the Account.
   
   
5. The Company may confirm the registration information of Users on a regular or ad-hoc basis. If there is registration information that cannot be confirmed, the Company may, at its discretion, suspend the Account or all or part of the functions of the Service until the registration information can be confirmed, or delete the Account.
   
   
6. Depending on the content of the registration information changed or added by the Users, the Company may request further addition of registration information or submission of related materials. If the Users do not respond to these requests within the period specified by the Company, the Company may, at its discretion, suspend all or part of the Account or the functions of the Service, or delete the Account.
   
   
7. The Company may request the Users to provide necessary information or submit related materials regarding the contents of use. In the event that the required information or materials are not provided (including cases where the User does not contact the Company by the date specified by the Company or does not provide the information, or where the information provided is clearly false), the Company may, at its discretion, request the User to provide the necessary information or submit the relevant materials. The Company may, at its discretion, suspend all or part of the Account or the functions of the Service, or delete the Account.
   
   
8. When the Company sends documents to the name and address that have been reported, the Company may deem that the documents have arrived at the time when they should have normally arrived even if they arrive late or do not arrive.

Article 26 (Modification and Abolition of the Terms of Use)

1. The Company may change or abolish the Terms of Use within the scope of the purpose of the Service if the Company deems it necessary.
2. In the event that the Company intends to change the Terms of Use, the Company shall make the contents of the changed Terms of Use and the date of commencement of application known to the Users by displaying them on the Service or the Company's website, or by notifying the Users using the notification methods set forth in the preceding article, and the changed Terms of Use shall become effective, as from the date of commencement of application.

Article 27 (Governing Law)

The Terms of Use shall be governed by and construed in accordance with the laws of Japan. The Japanese version of the Terms of Use shall prevail.

Article 28 (Jurisdiction)

The Tokyo District Court shall have exclusive jurisdiction in the first instance over any disputes arising between the Company and Users arising out of or in connection with the Service.