STRAYM｜オーナー権NFTマーケットプレイス

STRAYM Terms of Use

Introduction

These STRAYM Terms of Use (hereinafter referred to as the "Terms") set forth the terms and conditions for the use of the STRAYM art platform "STRAYM" (hereinafter referred to as the "Service") operated and provided by STRAYM ART AND CULTURE INC.
Users of the Service are required to agree to and abide by these terms and conditions before using the Service.

Article 1 (Basic Matters)

The Service is an online platform for artwork for purchase by another user of the Service (hereinafter simply referred to as "User") of a portion of the artwork (ownership of the artwork) that the User has provided on the Service.
We will provide the Service only to users who have agreed to these Terms of Use.
Users may use the Service to browse artworks to be exhibited, and to buy and sell ownership NFTs to artworks. By using the Service, users are deemed to have agreed to these Terms of Use.
In addition to these Terms and Conditions, there may be cases in which individual transaction guides, manuals, guidelines, instruction manuals, etc., are stipulated for the Service, and separate agreements may be concluded between the Company (hereinafter, transaction guides, manuals, guidelines, instruction manuals, agreements, etc., collectively, the "Transaction Guide, etc."). ). The Transaction Guides, etc. constitute a part of these Terms and Conditions. In the event of any discrepancy between the Terms and Conditions and the Transaction Guide, etc., the Transaction Guide, etc. shall take precedence.

Article 2 (Definitions)

For the purposes of this Agreement, the following terms shall have the following meanings

"Actual Art" means a work of art expressed on canvas, paper or any other physical medium, and any tangible object that can be the object of aesthetic appreciation (including jewelry that can be used for decorative purposes). (including jewelry that may be used for decorative purposes).
"Digital Art" means artwork that is expressed using a digital device such as a PC or tablet and stored as data (including artwork using a Non-Fungible Token). (including works using Non-Fungible Token (Non-Substitutional Token)) or those separately defined by the Company's Transaction Guide, etc.
"Artwork" shall collectively mean both physical artworkswork and digital artwork.
"Ownership NFTs" shall have the following meanings, depending on the category of the Artwork being offered, unless otherwise specified in the Company's Transaction Guide, etc.
Physical Art: Co-ownership interest in the ownership of such Physical Art
Digital Art: the non-exclusive right to access, view or browse such Digital Art

On the Service, the unit of measurement for the quantity of ownership NFTs may be indicated as a "share". Ownership of the exhibited physical artworkswork shall be a co-ownership interest in such physical artworkswork, equally divided by the quantity of "shares". The total number of "shares" of ownership NFTs of the exhibited digital art shall represent the total number of ownership NFTs of the digital art to be licensed.
"Ownership NFT" means a Non-Fungible Token (Non-Fungible Token) generated by representing ownerships and granted to a subscriber holding ownerships, unless otherwise specified in the Company's Transaction Guide or otherwise.
The term "Ownership, etc." shall collectively refer to ownerships and the ownership NFTs associated with such ownerships.
"NFT Conversion" means the generation of Ownerships NFTs in accordance with Article 10.1.
"Prospective User" means a user who desires to register to use the Platform.
"Exhibit" means to post an artwork on the Service for the purpose of making an initial sale of the ownership NFTs, etc. of the artwork on the Service.
A "Prospective Exhibitor" means a user who wishes to exhibit a work of art on the Service.
"Exhibitor" means a user who has exhibited a work of art on the Service.
"Prospective Buyer" means a user who wishes to purchase Ownerships, etc.
"Prospective Seller" refers to a user who wishes to sell Ownerships, etc.
"Ownership Holder" refers to a user who holds Ownerships, etc. "Ownership Holder" refers to a user who holds Ownerships, etc.
"Points" means points that can only be used on the Service to purchase Ownerships.
"Wallet" means a medium that has the function of storing Non-Fungible Token (NFT).
"ETH" means Ether, a cryptographic asset, or a unit thereof.
"Anti-Social Forces" means organized crime groups, organized crime group members, persons who have not been organized crime group members for a period of five 5 years, quasi-constituents of organized crime groups, companies affiliated with organized crime groups, general assemblymen, socially motivated groups, or special intelligence groups, and any other similar persons.

Article 3 (Outline of this Service)

The Company will provide and operate the Service primarily for the purpose of selling Ownerships, etc. to users through the Company and buying and selling Ownerships, etc. among users.
Users may purchase Ownerships, etc. issued for exhibited artworks on the Service or on platforms designated by the Company in accordance with the Terms and Conditions, etc. Users may also purchase and sell all or part of the Ownerships, etc. they own to other users only on the Service or on platforms designated by the Company. Users may also sell all or part of the Ownerships, etc. that they have purchased and hold to other users only on the Service or on platforms designated by the Company, in accordance with the Terms and Conditions, etc. Users may not use the Service outside of Japan. The Service is not available outside of Japan.

Article 4 (User Registration)

A user who wishes to register for use shall apply for registration by entering the Company's prescribed items in the Company's prescribed form.
To apply for registration, the following information is required: (1) Google account, Facebook account, Twitter account, LINE account, or valid e-mail address of the person who wishes to register, (2) password, (3) information such as the name and number of the deposit and withdrawal account or credit card of a financial institution in the person's name (4) Other information and materials as separately requested by the Company.
In the case of a minor, a user who wishes to register for use shall obtain the prior consent of a legal representative such as a person with parental authority. We may request the user to provide further consent, documents, information, etc. from a legal representative if we deem it necessary.
When applying for a user registration, the applicant shall enter and provide accurate information in person. A single person may not apply for multiple user registrations or user registrations.
The Company shall decide whether to approve or disapprove the application for user registration based on the Company's complete discretion. If the Company determines that any of the following items applies or is likely to apply, the Company may disapprove the application for registration for use, or cancel the registration for use even after the registration for use has been approved.
1. Failure to meet the requirements of this Article
2. If you are attempting to register or have registered by impersonating another person
3. When the same person is attempting to obtain or has obtained multiple accounts on the Service
4. When all or part of the linked SNS account is not the individual's personal account (including the account of a company, brand, service, etc. to which the individual belongs or operates)
5. In the event that the Company is unable to confirm your personal activities on the SNS, or that your personal activities on the SNS are minimal.
6. If you have had your account suspended in the past due to a violation of these Terms of Use.
7. When all or part of the registration information (including credit card name, number, etc.) provided to the Company at the time of application for registration is inaccurate, or when it is insufficient, false, erroneous, or contains omissions.
8. When fraudulent acts are committed in the purchase or use of points
9. In the event of any act that obstructs or interferes with the Company's operation or provision of services, or the use of other users.
10. If you are a minor, an adult ward, a person under curatorship, or a person under assistance, and have not obtained the consent of your legal representative, guardian, curator, or assistant.
11. If the person is an antisocial force or is involved in any interaction or involvement with antisocial forces, such as cooperating or being involved in the maintenance, operation, or management of antisocial forces through funding or other means.
12. If you are involved in information products or similar businesses.
13. In addition to the above, if the Company deems the applicant to be inappropriate or inadequate.
Upon approval of the application for registration, the user will be registered for use of the Service and may begin using the Service.

Article 5 (Change of Registered Matters)

In the event of any change in the declared items after registration or application for registration of use as stipulated in the preceding article, the prospective user or user shall notify the Company of such changes without delay in the manner prescribed by the Company.

Article 6 (Management of User ID and Password)

Users shall be responsible for managing and keeping user IDs, passwords, etc. for the Service.
The user shall be responsible for any damage or disadvantage caused by inadequate management of the user ID, password, etc., use by a third party, or any other reason, and the Company shall not be liable for any such damage or disadvantage.
The Company shall not be liable for any hindrance or malfunction that prevents users from logging into the Service due to or in connection with the freezing, etc. of SNS accounts linked to the Service.

Article 7 (Cancellation of User Registration, Suspension of Use, etc.)

If the Company determines that a user falls under or is likely to fall under any of the following items, the Company may immediately, without prior notice, suspend or cancel the user's user qualification, suspend use of all or part of the Service, or invalidate the ownership NFTs, etc. issued by the Company, in whole or in part The Company may suspend or cancel the user's user qualification, suspend all or part of the Service, or invalidate the ownership NFTs, etc. issued by the Company. In the event that the user qualification is cancelled, the Ownerships, etc. held by such user shall become invalid and shall belong to the Company.
1. In the event of violation of laws and regulations, these Terms of Use, etc.
2. In the event of unauthorized use or having a user ID, password, etc. for the Service.
3. In the event that any of the items of Article 4, Paragraph 5 are found to apply.
4. In the event of harassment or nuisance to the Company or other users, etc.
5. When there is no response from the customer for a certain period of time after contacting the registered e-mail address.
6. When there is a problem with the Company's payment or transfer to a user due to inaccuracy, incompleteness, non-updating, or other reasons regarding the registered payment information, payee information, or other information.
7. When a user has not logged in for more than 3 months after registration.
8. When this service is used for fraudulent purposes.
9. In addition to the above, when the Company deems the use of the Service to be inappropriate or inadequate
If, at the time of suspension or revocation of user qualification, suspension of use of the Service, invalidation of ownership NFTs, etc., or other measures pursuant to this Article, there are withdrawals that should have been remitted to the relevant user, the Company may, at its discretion, withhold payment. In addition to the above, the Company may, at its discretion, withhold payment in cases such as when a user is suspected of involvement in illegal activities.

Article 8 (Rights Related to User Qualification)

The user ID and the authority to use the Service (including points) associated with the user ID belong exclusively to the user. The user ID and the authority to use the Service (including points; the same shall apply hereinafter) associated with the user ID shall belong exclusively to the user. Users may not allow any person other than themselves (including heirs) to use, transfer, lend, pledge, or otherwise dispose of user IDs or the authority to use the Service, or inherit them.
In the event that a user ID, password, etc. is divulged to a third party, a user ID, password, etc. is used by a third party, or there is any suspicion of such use, the user shall immediately notify the Company to that effect, and shall comply with the Company's instructions, if any.
In the case of the preceding paragraph, we may temporarily or completely suspend the user ID, password, etc. as an unauthorized account.
Ownerships, etc. held by a user under these Terms and Conditions may only be sold or traded between users in accordance with these Terms and Conditions. However, in the event of the death of a User who has Ownerships, etc., the Company may suspend or cancel the Ownerships, etc., User ID, points, etc. held by such User.
In relation to the preceding paragraph, heirs of deceased users may succeed to the Ownerships, etc. and points held by the deceased user by fulfilling the conditions prescribed by the Company and by following the procedures prescribed by the Company. The heirs who succeed to the Ownerships or points shall comply with the Terms of Use, conditions and rules separately stipulated by the Company as users of the Service.

Article 9 (Exhibits)

A prospective exhibitor may submit artwork to the service by submitting an application to the Company and passing the Company's predetermined screening process. If the work passes the screening, the Company will contact the applicant to determine individual conditions for exhibiting the work.
The exhibitor shall pay the Company a listing fee in accordance with the basic terms and conditions prescribed by the Company. In the event that an item does not pass the screening process described in the preceding paragraph, no listing fee will be charged.
Minebea does not guarantee the results of the screening process. Minebea will not disclose the reasons for the content or results of the screening process.
The Company's review is based on a comprehensive review of the user's account information at the time of registration, information on linked SNS accounts, and content entered in the application form, etc. Reasons for disapproval during the review include the following
1. Cases stipulated in each item of Article 4.5
2. When the Company deems the artwork to be obscene, violent, insulting, discriminatory, defamatory, religious, etc.
3. In addition to the above, when the Company deems the artwork inappropriate or inadequate
Artworks that pass the screening process will be posted on the Service as exhibited artworks, and ownership will be assigned to them. If the submitted artwork is an actual artwork, possession of the actual artwork shall be transferred to the Company at the time of such posting through actual transfer, revision of possession, or any other method designated by the Company. The exhibitor shall not transfer, lend, grant a security interest in, or otherwise dispose of his/her rights to the artwork on display after the relevant listing.
By submitting an artwork for sale pursuant to Section 1, the exhibitor grants the Company the exclusive authority to do the following
1. Perform any and all acts for the sale of Ownerships, etc.
2. To use the photographs, illustrations, data, etc. of the Artwork in any and all ways in connection with the Ownerships NFT, if the Company desires to NFT the Ownerships in accordance with the following Article.
3. To grant the license stipulated in Article 18, Paragraph 2 to users who have purchased Ownerships, etc.
4. Any other acts incidental to the preceding items.
The exhibitor represents, warrants and covenants to the Company the following with respect to the artwork exhibited in accordance with Paragraph 1
1. That the exhibitor owns the copyright and all other rights to the artwork alone, or has received a license to the copyright and other rights from all copyright holders of the artwork, including the right to grant the exhibitor a license under the preceding paragraph and Article 18, Paragraph 2.
2. not to exercise, and not to allow any third party to exercise, any moral rights pertaining to the Artwork against the Company or any person who has purchased the Ownerships, etc.
3. Not to grant any license to any third party to use the Artwork, and not to do so after the Artwork has been exhibited.
4. That the artwork is not damaged or missing (including data damage or missing), and that the artwork is not subject to any burden of any kind, including security rights. The artwork is free from any damage or lack thereof (including data damage or lack thereof) and from any encumbrances, including security interests.
5. The artwork does not infringe on the copyright or any other rights of any third party.
6. The exhibitor has the right to exhibit and sell the artwork (including the establishment and transfer of ownership NFTs, etc.). (2) The exhibitor has the legitimate authority to exhibit and sell the artwork (including the establishment and transfer of ownership NFTs, etc.).
7. The sale of the artwork does not violate any laws or regulations.
In the event that consumption tax or other taxes are imposed in connection with a transaction of Artwork or its Ownership, the Exhibitor shall pay such taxes and take other necessary procedures at his/her own responsibility and expense in accordance with the applicable laws and regulations.

Article 10 (NFT-ization)

If an Exhibitor desires to generate an NFT representing the Ownerships established for the artwork exhibited pursuant to the preceding Article, the Exhibitor shall notify the Company in the manner designated by the Company. Ownership NFTs shall be generated in the manner designated by the Company based on such notification.
Subscribers shall store the ownership NFTs generated in accordance with the preceding paragraph at the wallet address of the wallet service designated by the Company.

Article 11 (Points)

Users may participate in the purchase of ownership NFTs using points by purchasing points in accordance with the procedures prescribed by the Company in advance on the Service. Any fees or other costs incurred in purchasing points shall be borne by the user.
The usage period of points held by a user shall be 180 days from the date the user actually purchases points for the Service. 180 days after the expiration of 180 days, the points shall expire at the end of that day.
Points purchased by credit card are non-refundable, non-refundable, and non-refundable.
When a user uses points for purchases made by credit card and purchases made by bank transfer, the user shall use the points from the purchases made by credit card, and for similar purchases, the user shall use the points from the oldest purchase date.
Users may not purchase or use points in any manner other than that prescribed by the Company. The Company may, at its own discretion, invalidate points purchased illegally by users.

Article 12 (Sale and Purchase of Ownerships, etc.)

Users may buy and sell Ownerships on the Service or on platforms designated by the Company in accordance with the transaction guide separately determined by the Company. Users shall buy and sell Ownerships at their own risk and discretion. The Company shall not be held responsible for any problems related to the buying and selling of Ownerships between users. In addition, once a purchase or sale of Ownerships has been executed, it cannot be cancelled for any reason whatsoever.
If an Ownership NFT is issued for an Ownership that is sold or purchased in accordance with the preceding paragraph, the Ownership NFT associated with the Ownership shall naturally be transferred along with the transfer of the Ownership, and the User agrees to this.
The Japanese yen, ETH, or other cryptographic asset indicated as the purchase price in the manner prescribed by the Company shall be the purchase price under the sales contract in Paragraph 1.
The price of the artwork (the total amount of ownership NFTs) shall be determined by the user exhibiting said artwork after consultation with the Company, with reference to market conditions, appraisals by third-party institutions, and other factors.
After the initial transaction, Ownerships will be traded at market value on the Service. Therefore, due to fluctuations in the popularity of the artist, artwork, etc., or other reasons, there is a possibility that the ownership NFTs held by the user may rise or fall in value.
The Company shall not be obligated to purchase or refund any Ownerships held by the Subscriber, including the cases set forth in Article 18.

Article 13 (Purchase and Sale of Ownership Interests, etc.)

Prospective buyers and sellers shall enter accurate information when they wish to buy or sell Ownerships, etc., in person.
Users may apply to purchase artwork exhibited by an exhibitor on the Service in accordance with the procedures prescribed by the Company. Users may sell the purchased Ownerships, etc. to other users in accordance with the Service's transaction guide, etc.
Prospective purchasers who wish to purchase Ownerships, etc. from other users shall apply for the purchase of Ownerships, etc. in accordance with the procedures prescribed by the Company.
A prospective buyer shall, at its own discretion, designate the number of purchase slots within the limits of ownership NFTs, transaction conditions, etc., set for a work of art, and provide the Company with the amount of money (points) equivalent to such number of purchase slots. In addition, the prospective seller shall, at its discretion, designate the number of quotas within the limits of the ownership NFTs, transaction conditions, etc., held by it.
If the amount (points), number of quotas, and other conditions match between a prospective seller or the Company who wishes to sell Ownerships, etc. and a prospective buyer who wishes to purchase Ownerships, etc., a sales contract for Ownerships, etc. will be concluded between such users.
From the viewpoint of user protection, the Company may establish rules regarding the quantity, number of times, price range, withdrawal of profit from sales, etc. of ownership NFTs, etc. by users, and may update such rules in a timely manner. Users shall use the Service with the understanding that they will comply with such rules and that such rules will be updated in a timely manner.
If we determine that there is a violation of these Terms and Conditions or other inappropriate or improper conduct in connection with the purchase or sale of Ownerships, etc. by a User, we may take the measures specified in each item of Article 26, Paragraph 2.
The purchase and sale of Ownerships, etc. may be subject to taxation, and the amount of taxation may differ, depending on current laws and regulations or future legal amendments. Users shall fully understand the above, and shall conduct the purchase and sale of Ownerships, etc. at their own responsibility and expense, and shall follow the necessary procedures, if any. The Company does not provide advice on matters related to taxation, including those described above. Users shall make their own decisions or consult with a tax specialist at their own responsibility and expense in the event that they have any doubts about taxation.

Article 14 (Settlement of Purchase and Sale of Ownerships, etc.)

When a purchase agreement for Ownerships, etc. is concluded, settlement will be made through the Company or a party designated by the Company (hereinafter collectively referred to as the "Receiver"). Once a purchase or sale of Ownerships, etc. has been executed, it cannot be cancelled for any reason.
In connection with the settlement of the preceding paragraph, the prospective seller shall authorize our company or a payment processor designated by our company (hereinafter collectively referred to as the "Payment Receiver") to receive the purchase price (points) for the Ownerships, etc. on its behalf. In the event that the purchase price is to be paid in Japanese yen, the potential purchaser shall provide the Payment Receiver with the purchase price (points) by credit card or bank transfer in advance, and shall authorize the Payment Receiver to remit the purchase price (points) by proxy. After the conclusion of a sales contract of Ownerships, etc., the purchase price shall be paid at a point in time designated by the Company, after deducting a handling charge (including bank transfer charges; hereinafter the same shall apply) designated by the Company. The same shall apply hereinafter), the purchase price shall be remitted to the prospective seller by the price receiver within a period of time prescribed by the Company. Payment of the purchase price shall be completed upon such remittance.
In connection with the preceding paragraph, if a prospective seller wishes to receive a refund of the remitted amount of the purchase price (sales price) stipulated in the preceding paragraph after the completion of settlement of the sales contract for Ownerships, etc., the prospective seller shall submit a request for refund to the Receiver. Users may not purchase Ownerships, etc. with the purchase price. The User shall purchase Ownerships, etc. with the purchase price after purchasing points with the purchase price.
When we receive a request for refund of the purchase price (sales proceeds) from a prospective seller, we may request identification confirmation (including submission of identification documents) as prescribed by us, and may withhold the refund until such confirmation is completed. In addition, in the event that the Company is unable to confirm the identity of the applicant as prescribed by the Company in accordance with the above, or in the event that the Company determines that the applicant falls under any of the items of Article 4.5 or is likely to fall under such items as a result of the identification confirmation prescribed by the Company, the Company may take the measures set forth in the items of Article 26.2.
If the prospective seller fails to apply for withdrawal of the amount transferred within the period specified in the preceding paragraph, despite having requested the prospective seller to apply for withdrawal of the amount transferred, the Company may promptly transfer the amount transferred to the account of the financial institution from which the prospective seller has registered with the Company, after deducting the transfer fee. The Company shall not be liable for any transfer fee.
In the event that, despite the transfer procedures pursuant to the preceding paragraphs, the transfer is not successfully completed for reasons attributable to the Company, or in the event that the prospective seller or purchaser does not register a payee account with the Company, the Company may deem that such prospective seller has waived his/her right to claim payment of the amount of each such transfer.
If the purchase price is to be paid in ETH or other cryptographic assets, the prospective purchaser shall make payment by sending ETH or such other cryptographic assets in accordance with our prescribed method.

Article 15 (Non-warranty of Authenticity)

The Company does not guarantee the authenticity of any artwork exhibited. Users shall buy and sell artwork ownership NFTs, etc. at their own risk and discretion, even if a certificate of authenticity is displayed on the Service.

Article 16 (Stolen or Lost Property, etc.)

In the event that a person claiming to be the true owner of the artwork claims to have stolen, lost, inherited, or otherwise acquired the artwork and demands its return or otherwise, the Company may cancel or rescind the contract for the sale or purchase of the artwork in question, if the Company deems it appropriate to do so. The Company shall not be liable for any damage or disadvantage incurred by the User in connection with such cancellation or rescission, except in the case of willful misconduct or gross negligence on the part of the Company.
The Company may, pursuant to Article 21 of the Secondhand Articles Dealer Act (Act No. 108 of 1949, including subsequent amendments. In accordance with Article 21 of the Secondhand Articles Dealer Act (Act No. 108 of 1949, including subsequent amendments), if the Company is ordered by the Chief of Police, etc. to store the items, the Company may cease or suspend the sale of ownership NFTs until the end of the storage period.

Article 17 (Cautionary Statement Concerning Ownership Rights, etc.)

Ownerships are not shares or other securities, prepaid means of payment, legal tender or cryptographic assets. Ownerships may not be used for any purpose other than those permitted by these Terms and Conditions.
ownerships are valid only for the period during which the exhibited artwork is traded on the Service. Therefore, in the event that the Company sells the exhibited artwork to a third party (including another user) and the artwork is no longer traded on the Service, the user may not claim Ownerships against the third party.
Ownership NFTs, etc., are traded on the Service at market value. Therefore, there is a possibility that the price of Ownerships, etc. held by users may rise or fall due to fluctuations in the popularity of artists, artworks, etc. or for other reasons. Users shall purchase and sell Ownerships, etc. with full understanding of the risk of loss associated with such price fluctuations.
There is a possibility that Ownerships, etc. may be extinguished or rendered valueless due to theft or loss of artwork, termination of this service, or other reasons. Users shall purchase and sell Ownerships, etc. with full understanding of the risk of loss arising from the extinction or loss of value of such Ownerships, etc.
In no event shall the Company be obligated to repurchase Ownerships, etc. held by the Subscriber, including but not limited to the cases set forth in Article 19.

Article 18 (Use of Artwork)

Copyrights (including the rights stipulated in Articles 27 and 28 of the Copyright Act), patents, utility model rights, trademarks, design rights and all other intellectual property rights (including the right to acquire such rights or to apply for or register such rights) related to photographs, videos, text and other information (including artwork, hereinafter collectively referred to as "Content") on this Service are the property of the Company or its licensors. All copyrights (including the rights stipulated in Articles 27 and 28 of the Copyright Act), patent rights, utility model rights, trademark rights, design rights, and all other intellectual property rights (including the right to acquire such rights or to apply for or register such rights) related to photographs, videos, text, and other information (including artwork, hereinafter collectively referred to as "Content") on the Service belong to the Company or to the Content Holders who have licensed them to the Company, whichever is the rightful owner. Such rights pertaining to artworks shall not be transferred to users who have purchased ownership NFTs, etc. through the provision of this service.
The Company or a prospective seller shall grant a user who purchases digital art and/or ownership NFTs NFT a non-exclusive license to use said digital art and/or ownership NFTs NFT to the extent necessary for the following acts, without compensation.
1. Exhibiting and/or selling the Ownerships and/or Ownerships NFT to a third party on a platform operated by a third party designated by the Company, on condition that the third party complies with these Terms of Use.
2. To post digital art on the Internet, including social networking services, in a manner separately designated by the Company, and make it available for public viewing.
3. To sublicense the use of the Pillar to the purchaser under this paragraph (including sublicense of such use to a third party to whom the purchaser resells the Pillar).
Users may not view, rent, or otherwise physically use the Artwork in any way, even if they hold Ownerships. However, the holder of Ownerships may, at the Company's discretion and in accordance with the terms and conditions prescribed by the Company, be provided with the use and other benefits of ownership of the Artwork, such as event or private viewing or rental.
The Company shall be free to use the contents posted on the Service by users and the contents filmed or recorded by the Company for the purpose of advertising and operating the Service, etc. free of charge.
All responsibility for content posted on the Service by users shall be borne by such users, and the Company shall not confirm or guarantee, and shall not be liable for, the content, quality, truth, accuracy, validity, legality, or infringement of third party rights.
Users shall judge for themselves the content, quality, truthfulness, accuracy, validity, legality, etc. of content posted by other users. In addition, users shall not engage in any conduct that infringes or may infringe copyrights or other rights with respect to such content.
If we determine that a user has violated these Terms of Use or committed any other inappropriate act, we may immediately change, modify, delete, etc. any content posted on the Service by such user without prior notice.

Article 19 (Purchase of Art in Kind)

A user who owns 80% or more of the ownership NFTs of an actual work of art (hereinafter referred to as the "Majority Owner") may demand that all other holders of ownership NFTs (hereinafter referred to as the "Minority Owners") of such actual work of art (hereinafter referred to as the "Work for Purchase") sell their ownership NFTs of the Work for Purchase to him or her. (the "Minority Holder") to sell to itself the ownership NFTs of the artwork subject to the Purchase.
If the Major Holder wishes to make a request under the preceding paragraph, the Major Holder shall notify the Company to that effect.
Upon receipt of the notice set forth in the preceding paragraph, the Company shall set an amount equivalent to the market value of the work to be purchased plus a 30% premium (the "Purchase Price") based on the following formula, and notify the Major Lot Holders thereof.
1. The average purchase price until the major holder acquires 80% of the ownership interest in the work subject to purchase
2. Purchase price at the time the major holder acquires 80% of the ownership interest in the work to be purchased
3. The higher of 1 or 2 above × 1.3 × (100% - percentage of ownership by the Majority Holder)
The Majority Holder shall, within three (3) business days after receiving the notice set forth in the preceding paragraph from the Company, provide the Purchase Price to the Price Recipient in the manner designated by the Company and, upon such provision, authorize the Company to remit the Purchase Price by proxy. If the Majority Holder fails to provide the above-mentioned purchase price (including the authorization to remit the purchase price by proxy) within the aforementioned period, the Majority Holder may not demand the sale of the Work to be purchased from the Minority Holder.
Upon receipt of the provision of the purchase price (including authorization for remittance by proxy) from the Majority Holder, within three business days after receipt, we will notify the Minority Holder of (i) the fact that a request for sale of the Ownership Interest has been made with respect to the Work to be purchased, (ii) the purchase price of the Work to be purchased, and (iii) the date of sale of the Work to be purchased. (iii) the date of sale of the work subject to repurchase.
On the sale date set forth in the preceding paragraph, the Minority Holder will sell to the Majority Holder, and the Majority Holder will purchase, all ownership interests in the Work for Purchase held by the Minority Holder.
The Minority Holder shall authorize the Payment Receiver to receive the proceeds of the sale of the Ownership Interests on its behalf upon the notice in Paragraph 5, and thereafter, the remittance, payment and other handling of the proceeds of the sale to the Minority Holder shall be in accordance with Article 14 for prospective sellers.
After the sale pursuant to Paragraph 6 and the remittance of the sales price pursuant to the preceding Paragraph, the Major Holders may request delivery of the Work to be purchased from the Company. The Company shall determine the specific date, method, cost burdens, etc., with respect to the delivery of Works Eligible for Purchase upon separate consultation with the Major Holders.
After the sale pursuant to Paragraph 6 and the remittance of the sales proceeds pursuant to Paragraph 7, the Minority Holder shall forfeit its ownership NFTs in the purchased Property. The Minority Holder and other Users shall agree in advance to the procedures in this Article (including the forfeiture of ownership NFTs).

Article 20 (Sale of Artwork and Repurchase of Ownership)

We may sell artworks that have been offered for sale or for which ownership NFTs have been sold to a third party due to an offer to purchase from a third party, termination of this service, or for other reasons. In the event that the Company begins to consider selling a work of art for which it has been offered for sale or for which ownership has been sold, the Company will promptly notify the user who holds the ownership of the work of art in question.
In the event that the User was in possession of Ownerships at the time of the sale of the artwork as stipulated in the preceding paragraph, the User may have his/her Ownerships repurchased in accordance with the procedures and conditions prescribed by the Company. The amount of repurchase per unit of Owner's Right shall be determined by the Company for each artwork based on the following formula.
(sale price - our commission - exchange commission and other expenses) / total number of Ownerships slots outstanding
Ownership NFTs that are not repurchased in accordance with the procedures and conditions prescribed by the Company will expire after a certain period of time. Minebea shall not be liable for the expiration of such Ownerships.

Article 21 (Secondary distribution)

Users may resell Ownership NFTs to third parties on the Service or in external marketplaces operated by third parties designated by the Company ("Secondary Distribution"), provided that all persons selling or purchasing Ownership NFTs comply with these Terms and Conditions. (hereinafter referred to as "Secondary Distribution").
With the transfer of the ownership NFTs NFT, the ownership NFTs associated with it shall be transferred along with it.
In the case of secondary distribution of Ownership NFTs in an external marketplace, Users must explain the terms of this Agreement to any third party who wishes to purchase them, and must obtain the consent of such third party to abide by this Agreement at their own responsibility.
In the event of secondary distribution of ownership NFTs NFT by a user, we may collect a separately determined amount of commission from the trading value of the ownership NFTs NFT in such secondary distribution in a manner designated by us.

Article 22 (Services of Other Companies)

Use of the Service may require the use of a wallet and other services designated by the Company that are available on the Service. The Company assumes no responsibility for services or systems provided by entities other than the Company.
The External Marketplace is a service provided by a third party, and we are not responsible for the use of the External Marketplace by Ownership NFT Holders or any disputes between Ownership NFT Holders and third parties in the External Marketplace.

Article 23 (VIP Program)

Users may earn status as determined separately by the Company based on the percentage of ownership NFTs held, the amount of artwork purchased, and other factors.
The Company may grant Users privileges in accordance with their status as described in the preceding paragraph, as separately determined by the Company.

Article 24 (Withdrawal of Users and Revocation of Ownership Rights)

Users may withdraw from the Service by completing the withdrawal process through the "Withdrawal Procedure" on the Service, or by other means if specifically approved by the Company.
Users who have already purchased points are encouraged to use their points within the Service before withdrawing from the Service. However, in such case, the points held by the user will expire at the time of withdrawal from the Service, and will not be subject to repurchase or refund by the Company or any third party under any circumstances.
Similar to the previous section, we recommend that users who have already purchased Ownerships, etc. sell their Ownerships, etc. within the Service before withdrawing from the Service. However, in such case, the Ownerships, etc. held by the user will expire at the time of withdrawal from the Service, and will not be subject to repurchase or refund by the Company or any third party under any circumstances.
The Company shall not be liable for any damages incurred by the user based on the measures set forth in the preceding paragraph, except in cases where such damages are caused by the Company's willful misconduct or gross negligence.

Article 25 (Handling of Personal Information)

The Company may use personal information provided by users within the scope necessary for the provision of the Service and for the purposes specified in the Privacy Policy separately established by the Company. In addition, the user agrees that the Company may use the personal information provided by the user in accordance with the above.
The Company shall not be liable for any trouble, damage, or disadvantage incurred in connection with the exchange of personal information or the use of personal information between users. When providing personal information to other users, users shall do so only after fully understanding and agreeing to the contents of this Article.
We will not disclose personal information other than that of the user in question to third parties, except in the following cases
1. When disclosure is required by law
2. When disclosure is necessary to protect the life, body, or property of a person, or to protect the Company or the Services provided by the Company
3. When disclosure is especially necessary for the improvement of public health or the sound growth of children
4. When it is necessary to cooperate with a national agency, a local government, or an individual or entity entrusted by either of them to execute affairs prescribed by laws and regulations
5. When we deem it necessary to transfer personal information in order to continue this service due to a change in the entity providing this service as a result of a merger or other reasons
6. When aggregating and analyzing personal information for the purpose of improving the quality of this service, developing our related businesses, marketing our partner companies, etc.

Article 26 (Prohibited Matters)

In connection with the use of the Service, Users shall not engage in any of the following acts or acts that may lead to such acts.
1. Acts that violate laws and regulations, these Terms of Use, the Transaction Guide, etc.
2. Acts that offend public order and morals
3. Acts that interfere with the Company's operation of the Service
4. Acts that may lead to fraud or other crimes
5. Provision of false or deceptive information
6. To solicit the purchase of Ownerships, etc. by guaranteeing or advocating an increase in the price of Ownerships, etc., or to solicit the sale of Ownerships, etc. by advocating a decrease in the price of Ownerships, etc.
7. acts of causing other users to have prejudice as to the increase or decrease in the price of Ownerships, etc.
8. acts of misleading other users about the market price or value of Ownerships, etc., and acts of inducing the sale or purchase of Ownerships, etc., based on such misleading information.
9. Actions to create a situation in which the market price, price, etc. of Ownerships, etc. is far removed from the actual state of transactions.
10. Inducing the sale or purchase of Ownerships, etc. by a user as a condition for the sale or purchase of Ownerships, etc. or as a condition for the provision of specific services or goods outside of the Service.
11. Infringing the rights or interests of the Company, other Users, or other third parties
12. Infringing the rights or interests of the Company, other Users, or other third parties
13. Acts of impersonating another person or using another person's user ID to use our services
14. Any act that is vulgar, harmful, or indecent
15. Posting of content that is disgusting to others, pornography, prostitution, sex industry, marijuana or other so-called drugs, or information related to these activities
16. Acts that cause misunderstanding or confusion to the Company, other users, or other third parties
17. Actions that cause annoyance or discomfort to the Company, other users, or other third parties.
18. Acts that intend or may induce ethnic discrimination, racial discrimination, or other forms of discrimination
19. Acts of solicitation (including acts of selling multi-business, information products, etc. or recruiting members)
20. Acts related to election activities or acts that violate the Public Offices Election Law, the Political Funds Control Law, or other laws and regulations related to political activities and elections
21. Acts that adversely affect the functioning of computer equipment, communication lines, software, etc., such as the transmission of computer viruses
22. Unauthorized access to systems related to this service
23. Actions for the purpose of money laundering
24. Offering or demanding prostitution or sexual services
25. Purchase or sale of ownership NFTs on behalf of another person
26. Gambling
27. Violation of the commitments in Article 31
28. Jointly executing, discussing, examining, or preparing to execute with other users or other third parties any act that falls under any one of the above items or has the potential to fall under any one of the above items.
29. In addition to the above, acts that the Company deems inappropriate or improper.
If the Company determines that a user has violated the preceding paragraph, the Company may take all or part of the following measures without prior notice to said user. In addition, the Company may take necessary measures not only against the User who has committed the violation, but also against all Users to the extent necessary from the viewpoint of user protection.
1. Restriction, suspension, or cancellation of user qualification
2. Suspension of use of the Service
3. Restriction, suspension, or cancellation of trading of Ownerships, etc. (including cancellation of trading reservations)
4. Invalidation of Ownerships, etc.
5. Invalidation or deactivation of points
6. Withholding or refusal of refund of purchase price (sale price)
7. Public announcement of violations or suspected violations on the Service
8. Measures stipulated in Article 24.
9. In addition to the above, any other measures that the Company deems necessary or beneficial for the protection of users of the Service.

Article 27 (Exemption from Liability)

The Company shall not be liable for any damage or disadvantage incurred by prospective users, users, or third parties in connection with the following, except in cases based on the Company's willful misconduct or gross negligence.
1. User registration by a prospective user, changes in registration details by a user, or non-approval of an application for user registration by a prospective user by the Company
2. Failure or delay in notification by the prospective user or user
3. Leakage, loss, or use by a third party of a user ID, password, points, purchase price (sale price), etc.
4. Cancellation or suspension of user registration
5. Failure to pass the screening process
6. Execution, non-execution, or non-fulfillment of the sale or purchase of Ownerships, etc. by the user, fluctuations in the price of Ownerships, etc.
7. Restriction, suspension, discontinuance, cancellation, etc., of the sale or purchase of Ownerships, etc.
8. Actions taken in the event of withdrawal of users from membership, revocation of Ownerships, etc., or violation of prohibitions
9. Contents, changes, updates, etc. of information provided by the Company with respect to the Service (including the Company's website)
10. Non-delivery or delay of notices or other communications from the Company
11. Posting, use, etc. of Content (defined below) by Users and third parties
12. Changes to the Service, these Terms of Use, etc.
13. Suspension, interruption or termination of the Service
14. Actions based on each item of Article 26, Paragraph 2.
15. In addition to the preceding items, any and all damages incurred by the User arising out of or in connection with the Service
Notwithstanding the provisions of each item of the preceding paragraph, if a user falls under the category of "consumer" as defined in the Consumer Contract Act and is attributable to the Company, the Company shall be liable for damages. However, the scope of such liability shall be limited to ordinary damages directly and actually incurred by the relevant user, and up to the amount equivalent to the fees (excluding consideration for ownership NFTs, etc.) paid by the relevant user to the Company in connection with the use of the Service during the past year. The above limitation shall not apply in the event of intentional or gross negligence on the part of the Company.
Unless otherwise specified by the Company, the Company shall provide and operate a "venue" for prospective sellers to list their items, and for the sale and purchase of Ownerships, etc. Users shall, at their own discretion and responsibility, trade Ownerships, etc. with other users. The Company makes no guarantees whatsoever regarding the sale and purchase, price, success or failure, etc., of Ownerships, etc., between Users.
Users understand that they may be subject to taxation in connection with the use of the Service (including cases where transactions on the Service become subject to taxation due to future legal revisions), and shall use the Service in compliance with all applicable laws and regulations. Users shall confirm the existence or non-existence of taxation, the amount of taxation, and the necessary procedures, etc., by themselves, and if necessary, shall consult with a tax specialist before taking any action, for which we assume no responsibility whatsoever.
We make no warranty of legality, morality, reliability, accuracy, fitness for a particular purpose, non-infringement of intellectual property or other rights, or any other warranty whatsoever in connection with the Service.
In addition to the preceding paragraph, the Company does not guarantee the completeness, accuracy, certainty, usefulness, or any other aspect of the contents of the Service or information obtained by users through the Service (including the value of artworks, data on the art market, comments from experts, etc. posted on the Service).

Article 28 (Compensation for Damages and Disputes)

In the event that a user violates these Terms of Use, etc., or intentionally or negligently causes damage to the Company, other users, or other third parties, the user shall compensate for such damage.
Users shall be responsible for resolving any problems or disputes with other users at their own expense. The Company shall not be obligated to be involved in or resolve any problems or disputes between users, and users may not request the Company to be involved in or resolve any problems or disputes. However, if the Company deems it necessary or beneficial for the smooth operation of the Service, the Company may become involved in troubles, disputes, etc. between users, and users shall cooperate with the Company when requested to do so by the Company.

Article 29 (Suspension or interruption of this service)

The Company may suspend or discontinue all or part of the Service without prior notice to users in any of the following cases

When provision of the Service becomes impossible or difficult due to a breakdown or failure of servers, communication lines, or other facilities, or for any other reason
In the event of periodic or emergency maintenance, inspection, repair, modification, etc. of the system (including servers, communication lines, power supply, and buildings housing the system, etc.)
When provision of the Service becomes impossible or difficult due to fire, power outage, etc.
When the provision of this Service becomes impossible or difficult due to natural disasters such as earthquakes, eruptions, floods, and tsunamis
When provision of the Service becomes impossible or difficult due to war, disturbance, riot, terrorist act, civil commotion, labor dispute, epidemic, measures taken by government or administrative agencies, or other force majeure
When the provision of this service becomes impossible or difficult due to laws and regulations or measures based on such laws and regulations.
In the event of trouble, interruption or suspension of service provision, suspension of linkage with this service, specification changes, etc., in external SNS services linked with this service.
In addition to the preceding items, when the Company deems it necessary to suspend or discontinue the Service for operational or technical reasons.

Article 30 (Treatment upon Termination of Provision of the Service)

The Company may terminate the provision of the Service regardless of the operational status of the Service or for any other reason. However, in the event that the Company terminates the provision of the Service, the Company shall notify the user of such termination by posting on the Company's website, sending a written notice or an e-mail, or by other means.
In the event that we terminate the provision of this service, all user (including exhibitors) information will be deleted after a certain grace period that we deem appropriate. However, we may retain the above information to the extent necessary.
Upon termination of the provision of the Service, we will notify the user of the details of the Ownerships, etc., points, and purchase price (sale price) held by such user on the Service at the time of termination of the provision of the Service.
Points and purchase (sale) proceeds held by users will cease to exist upon termination of the provision of this service. Ownership NFTs, etc. held by users will expire six (6) months after the termination of the provision of the Service. However, if we explicitly stipulate otherwise in the transaction guide, etc., the handling of ownership NFTs, etc. shall be in accordance with such stipulations.
Except as provided in the proviso of the preceding paragraph, until six (6) months have elapsed after the termination of the provision of the Service, we will endeavor to sell the artwork and repurchase the Ownership Rights, etc. as provided in Article 20 for each artwork for which the user is currently holding Ownership Rights, etc. under the Service, and we will also endeavor to repurchase points.

Article 31 (Affirmation of User)

During the term of use of the Service, the User commits to the following

Not to fall under the category of antisocial forces, and not to fall under such category in the future.
Not to make violent demands or unreasonable demands beyond legal responsibility, either by themselves or by using a third party.
Not use threatening language or violence in connection with transactions by themselves or through the use of third parties.
Not to use themselves or a third party to spread rumors, use deceptive means, or use force to damage the Company's credibility or obstruct the Company's business.
In addition to the preceding items, not to engage in any other acts similar to those described above.

Article 32 (Fees)

Upon use of the Service, Users shall bear the fees separately designated by the Company. In addition, upon use of the Service, the User shall bear any blockchain network fees (e.g., gas fees), if any, as separately designated by the Company.

Article 33 (Notification)

In the event that a user wishes to notify or otherwise communicate with the Company, the user shall do so to the Company or to a third party designated by the Company in a manner prescribed by the Company.
In the event that the Company provides notice or other communication to a prospective user or users in relation to the Service, the Company shall post such notice or communication in an appropriate location on the website operated by the Company, including the Service, or by any other method that the Company deems appropriate.
In connection with the preceding paragraph, if we deem it necessary to notify or otherwise contact an individual applicant or user, we will notify or otherwise contact the applicant or user at the most recent contact information (e-mail address, address or telephone number) that the applicant or user has registered with us.

Article 34 (Modification of the Service and these Terms and Conditions)

We may change, add, delete, abolish, etc. (hereinafter collectively referred to as "Change, etc.") the contents of the Service and these Terms of Use, etc. at any time after notifying the user by any method we deem appropriate.
Users shall be responsible for confirming any changes to the Service and the Terms and Conditions. Users shall be deemed to have confirmed and agreed to such changes in the Services or Terms and Conditions when they use the Services after such changes have been made.

Article 35 (Governing Law and Jurisdiction)

These Terms and Conditions shall be governed by and construed in accordance with the laws of Japan.
The Tokyo District Court shall have exclusive jurisdiction in the first instance over any dispute arising out of or in connection with the Service between the Company and the user.

and above

October 1, 2019 Established
Revised January 20, 2022
Revised June 15, 2022
Revised December 21, 2022