Article 1 (Purpose)
These Terms of Use of SYMBIOGENESIS (these "Terms") set forth the terms and conditions of use of the Services (as defined in Article 2) operated by SQUARE ENIX, INC., SQUARE ENIX LTD. or SQUARE ENIX CO., LTD. (each, the "Company"). You may use the Services after reading and agreeing to these Terms. In addition, the Services are available to persons 18 years of age or older. Persons under 18 years of age are not allowed to use the Services. These Terms are a legally binding contract between you and the Company. If you reside in American Region (as defined in Article 2), you are entering into this contract relationship with SQUARE ENIX, INC., a company registered in the state of Washington, United States of America. If you reside in EMEA Region (as defined in Article 2), you are entering into this contract relationship with SQUARE ENIX LTD., a company registered in England and Wales. If you reside in Japanese Region (as defined in Article 2), you are entering into this contract relationship with SQUARE ENIX CO., LTD., a company registered in Japan.
Article 2 (Definitions)
In these Terms, terms are defined as set forth in the following items or other provisions of these Terms.
- “American Region” means North America, South America, Central America, American Samoa, Guam, the United States Minor Outlying Islands, the Caribbean (excluding Cuba), Hong Kong, Singapore.
- “EMEA Region” means Åland Islands, Albania, Algeria, Andorra, Angola, Australia, Austria, Bahrain, Bangladesh, Belarus, Belgium, Bhutan, Bosnia and Herzegovina, Botswana, Bouvet Island, British Indian Ocean Territory, Brunei Darussalam, Bulgaria, Burundi, Cameroon, Central African Republic, Chad, Christmas Island, Cocos (Keeling) Island, Comoros, Congo and the Democratic Republic of Congo, Cook Islands, Croatia, Cyprus, Czech Republic, Denmark, Djibouti, Egypt, Equatorial Guinea, Eritrea, Estonia, Ethiopia, Faroe Islands, Fiji, Finland, France, French Guiana, French Polynesia, French Southern Territories (South Pacific), Gabon, Georgia, Germany, Gibraltar, Greece, Greenland, Guernsey, Holy See/Vatican City State, Hungary, Iceland, India, Ireland, Isle of Man, Israel, Italy, Jersey, Jordan, Kazakhstan, Kenya, Kuwait, Kyrgyz, Latvia, Lesotho, Liechtenstein, Lithuania, Luxembourg, Macedonia, Madagascar, Malawi, Maldives, Malta, Mauritania, Mauritius, Mayotte, Monaco, Mongolia, Montserrat, Morocco, Mozambique, Namibia, Nepal, Netherlands, New Caledonia, New Zealand, Norfolk Island, Norway, Oman, Pakistan, Papua New Guinea, Poland, Portugal, Qatar, Réunion, Romania, Russian Federation, Saint Helena, Samoa, San Marino, Saudi Arabia, Serbia, Seychelles, Slovakia, Slovenia, South Africa, Spain, Swaziland, Sweden, Switzerland, Tajikistan, Tanzania, Timor-Leste, Tokelau, Tonga, Tunisia, Turkey, Turkmenistan, Ukraine, United Arab Emirates, United Kingdom, Yemen, Zambia.
- “Japanese Region” means Japan.
- "Wallet Service" means a wallet service provided by a third party designated by the Company, which is equipped with functions to allow Users (as defined below) to manage NFTs (as defined below).
- "Intellectual Property Rights" collectively means copyrights, patent rights, utility model rights, trademark rights, design rights, portrait rights, industrial property rights, other intellectual property rights (including the right to acquire these rights or to apply for registration of these rights), ideas, and know-how.
- "Registered Information" means information provided by a User to the Company upon registering to use the Services (including any information subsequently changed and notified to that effect), and IDs, passwords, and other user information pertaining to the use of the Services (including any information on the Wallet Service required to use the Services).
- "Services" means "SYMBIOGENESIS" and any and all services to be provided by the Company to Users in connection with "SYMBIOGENESIS" operated by the Company.
- "User(s)" means person(s) who use the Services after agreeing to these Terms.
- "Websites" means any website(s) created on a server of the Company or a third party designated by the Company in order to provide the Services.
- "Data" means any and all information generated, recorded, or stored on the server of the Company or a third party designated by the Company and on a User's hardware (i.e. personal computers and related equipment) as a result of the User's use of the Services.
- "NFT(s)" means a non-fungible token (NFT) issued on a blockchain, representing the following information held by or available to a User when using the Services:
(ⅰ) Character illustrations and other digital art;
(ⅱ) Items specified by the Company; and
(ⅲ) Other information held or available when using the Services as specified by the Company.
- "ETH" means Ether, which is a crypto asset (i.e. "crypto assets" as defined in the Payment Services Act), or its unit.
- "Base ETH Rate" means the reference price for the latest ETH/JPY currency pair published by the Japan Virtual and Crypto assets Exchange Association (JVCEA) as of 12:00 p.m. (Japan time) on the day immediately preceding the date of execution of the Purchase Agreement (as defined in Article 7, Paragraph 3), and the reference price of exchanges shall be used for market classification. If it becomes necessary to change the Base ETH Rate, including cases where the publication of the reference price is suspended, the Company will specify a different exchange rate as the Base ETH Rate.
- "Antisocial Forces" means any of the following:
(ⅰ) An organized crime group (i.e. organized crime group as set forth in Article 2, Item 2 of the Act on the Prevention of Unjust Acts by Organized Crime Group Members; hereinafter the same shall apply), a member of an organized crime group, a person who ceases to be a member of an organized crime group within the past five (5) years, an associate member of an organized crime group, a company related with an organized crime group, a corporate racketeer, a rogue person or group proclaiming itself as a social activist, or a violent group or other organization with special intelligence, or any other person similar thereto or a person deemed to be equal to any of the foregoing outside Japan (collectively, "Organized Crime Group Member(s)");
(ⅱ) A person who has a relationship with an Organized Crime Group Member that is deemed to be controlling the management of such person;
(ⅲ) A person who has a relationship with an Organized Crime Group Member that is deemed to be substantially involved in the management of such person;
(ⅳ) A person who has a relationship with an Organized Crime Group Member that is deemed to involve unjustified use of the Organized Crime Group Member, such as for the purpose of making unjust profits for itself or a third party, or for the purpose of causing damage to a third party;
(ⅴ) A person who has a relationship with an Organized Crime Group Member that is deemed to be involved in providing funds or favors to the Organized Crime Group Member; or
(ⅵ) A person whose officer or person substantially involved in its management has a socially reprehensible relationship with an Organized Crime Group Member.
Article 3 (Application of these Terms)
- These Terms set forth the terms and conditions of use of the Services and the relationship of rights and obligations between the Company and Users with respect to the use of the Services, and shall apply to any and all relationships between the Company and Users with respect to the use of the Services.
- Users shall comply with these Terms upon using the Services.
- Additional guidelines, rules, terms and conditions of use, terms and conditions of sale, and the like (the "Rules") which set forth additional or different terms and conditions for use of the Services to be posted on the Websites by the Company shall constitute a part of these Terms.
- In the event of any conflict or inconsistency between these Terms and the Rules, the Rules shall prevail, unless the Rules clearly state that these Terms shall prevail.
Article 4 (Registration for Wallet Service)
- In order to use the Services, each User must register with the Wallet Service provided by a third party. In connection with the use of the Wallet Service, each User shall comply with the terms and conditions set forth by a third party that provides such Wallet Service, and each User shall be deemed to have agreed in advance that if he/she lacks even one of the login passwords for the terminal device or the wallet, it will become impossible to use the Wallet Service, and that the Company will not be able to provide any remedy with respect to such Wallet Service.
- The Company assumes no responsibility for services provided by third parties, unless there is any willful misconduct or negligence on the part of the Company.
Article 5 (User Registration for Services)
- In order to use the Services, each User must register as a User in advance by the method designated by the Company, except for certain services. Even if a User uses a part of the Services without registering as a User, the User must agree to all of these Terms before using the Services, and by using the Services, the User shall be deemed to have agreed to all of these Terms.
- The Company may withhold or deny registering a User, cancel a User's registration, or suspend use of the Services, if the Company determines that the User falls under, or is likely to fall under, any of the following:
(1) If a registration is made under the name of another person or the Registered Information contains false information;
(2) If the User is under 18 years of age or has not reached the age of majority in User’s jurisdiction;
(3) If, in the past, the User has, when using the Services or any other service of the Company (i.e. all services including the Services), violated the respective terms and conditions of use thereof, or has been subject to measures such as cancellation of registration for use or suspension of use;
(4) If the User has caused a trouble (including, but not limited to, vandalism) with the Company or another User, and such trouble is indicated by the Company or a third party including another User (regardless of whether or not the User is aware of applicability thereof), or the Company recognizes that the User has caused such trouble;
(5) If the User uses the Services with any of the following purposes:
(ⅰ) To conduct a criminal act;
(ⅱ) To violate laws or regulations or public order and morals, or cause disadvantage to a third party;
(ⅲ) To infringe upon the Intellectual Property Rights or other rights of the Company or a third party;
(ⅳ) To discriminate against or defame others, or damage the reputation, credibility, or social evaluation of others;
(ⅴ) To conduct a criminal act including fraud, or induce a crime;
(ⅵ) To transmit images or documents which constitute obscenity, child pornography, or child abuse;
(ⅶ) To use for a commercial purpose; or
(ⅷ) To use for any other purpose that the Company deems inappropriate.
(6) If the User has violated these Terms; or
(7) If the Company otherwise deems inappropriate.
Article 6 (Management of Accounts)
- No User may allow a third party to use the Services, nor share the Services with a third party, by using the Registered Information or his/her own terminal equipment logged in to the Services (collectively, the "Accounts").
- Upon using the Services, each User shall manage his/her own Accounts at his/her own responsibility, and shall be fully responsible for any acts committed using his/her own Accounts due to circumstances relating to the management of his/her own Accounts.
- The Company shall deem any and all acts committed by a User using his/her Accounts to be acts of the User to whom such Account is registered, regardless of whether such User actually committed said acts.
- The Company shall assume no responsibility for any disadvantage that may be caused to a User as a result of losing or forgetting his/her own Accounts or the access credentials thereto (including, but not limited to, the loss of information on the blockchain associated with NFTs or the Services).
- The Company shall assume no responsibility for any damage incurred by a User, including the inability to use the Services, due to failure or loss of the terminal equipment used by the User, attacks by third parties such as malware, spyware, computer viruses, or hacking cracking, improper management or errors in use of the Accounts, or the use of the Accounts by third parties.
Article 7 (Paid Services)
- The Company may provide paid services to Users in using the Services. In addition, the Company may, as part of the paid services, charge Users a fee or other costs (including, but not limited to, blockchain network fees (including gas fees)) for transactions conducted upon using the Services.
- Any User who wishes to use paid services may use such paid services by making a purchase in accordance with the procedures prescribed by the Company at a price and by using a means of settlement set forth by the Company. In the event that the Company cannot confirm the fact of corresponding payment despite the User's purchase procedures, the Company may not reflect the result of such purchase and not provide such paid services.
- If any User wishes to purchase NFTs sold by the Company among paid services, he/she shall notify the Company of the application to purchase such NFTs in the manner designated by the Company, and when such User transfers, in the manner designated by the Company, ETH in the amount set forth by the Company as the consideration for such NFTs to a wallet designated by the Company (the "Company's Wallet") and the Company acknowledges the receipt of such ETH, a purchase and sale agreement for the purchase of such NFTs (the "Purchase Agreement") shall be concluded between such User and the Company. The cost of blockchain network fees (including gas fees) incurred in order to pay the consideration for such NFTs shall be borne by the User.
- Upon conclusion of the Purchase Agreement, the Company shall transfer NFTs that a User has purchased pursuant to the Purchase Agreement to a wallet managed by such User (the "User's Wallet"). Each User shall agree in advance that the Company may require a certain period of time to transfer NFTs to the User.
- If a User transfers crypto assets other than ETH to the Company's Wallet as the consideration for NFTs pursuant to Paragraph 3, the Purchase Agreement shall not be concluded. In addition, the Company shall have no obligation to return such crypto assets.
- In the event of any dispute arising between a User and a third party other than the Company with respect to any payment, the User shall seek to resolve such dispute with such third party, and the Company shall assume no responsibility, unless such dispute is attributable to the Company.
- The Company shall not make any refund with respect to paid services purchased by a User, unless otherwise set forth by the Company or required by laws or regulations.
- The Company may post the terms and conditions of purchase, payment, and use of paid services during the course of provision of the Services or in other places accessible by a User during the course of use of the Services. Users shall purchase, pay for, and use paid services in accordance with such terms and conditions, if any.
Article 8 (Cancellation of Purchase Agreement)
- In the event that the Company determines that a User falls under, or is likely to fall under, any item of Article 17, Paragraph 1, the Company may cancel the Purchase Agreement, even after NFTs are transferred to the User, and may take measures to lose the functions of NFTs sold by the Company to the User or take other measures the Company deems appropriate.
- In the event of the preceding paragraph, the Company shall return ETH that the Company received from such User as the consideration for the NFTs upon the cancellation, by way of transfer to the User's Wallet, unless the Company has a rational reason not to return such ETH to the User. Any costs incurred for the return of the consideration for NFTs due to the cancellation of the Purchase Agreement shall be borne by the relevant User.
Article 9 (Acquisition and Transfer of NFTs)
- The method and terms under which Users obtain NFTs shall be separately specified by the Company on the Services.
- A User who owns an NFT may transfer the NFT to a third party in accordance with the method separately designated by the Company (a User who transfers an NFT to a third party, hereinafter, a "Transferor"). A person who receives the NFT from the User (a "Transferee") may use the information represented by the NFT on the Services by registering themselves as a User pursuant to Article 5, Paragraph 1.
- The Company will not be responsible for any transactions between a User and other Users regarding NFTs.
- Upon transfer of an NFT to the Transferee, the Transferor shall lose any rights represented by the NFT (including, but not limited to, the Utility of NFTs set forth in Article 15, Paragraph 1; hereinafter the same shall apply), except for any benefits and Points already received by the Transferor pursuant to Article 15 at the time of transfer of the NFT.
- The rights represented by an NFT are not transferable separately from the NFT.
- If the Company reasonably determines that there has been a violation of laws and regulations or these Terms in connection with the transfer of an NFT, it may suspend, restrict or extinguish such NFT and the rights represented thereby. In addition, the Company shall not be liable for any loss or damage incurred by the Transferor or the Transferee as a result of any measure taken pursuant to this paragraph.
- The transfer of NFTs may be subject to taxation depending on current laws and regulations or future amendments or other revisions to laws and regulations. Transferors and Transferees shall fully understand this possibility in advance and shall transfer NFTs at their own responsibility and expense. The Company does not give advice or take any other action with respect to taxation matters, including whether or not the transfer of an NFT is subject to taxation. In the event of any doubt regarding taxation, the Transferor and Transferee are requested to make their own decisions or to seek professional advice at their own responsibility and expense.
Article 10 (Royalty)
If an NFT is listed on an external marketplace and purchased by a third party, the Company may receive a part of the proceeds from the sale of the NFT related to such listing.
Article 11 (Taxes and Other Public Charges)
The taxes and other public charges imposed on the transfer, possession, or use of an NFT shall be borne by the User. In addition, the User shall pay the type and amount of taxes and other public charges imposed on them at their own responsibility and expense.
Article 12 (Use of the Services)
- The Company will provide the Services in a form suitable for the recommended operating environment specified on the Websites.
- In using the Services, the Users shall comply with or consent to the matters set forth in each of the following items.
(1) All or part of the Data relating to each User may not be transferred to another User for any reason whatsoever;
(2) The Users shall not lend, sell, or resell all or part of the Data to a third party for commercial purposes and receive any monetary or other consideration;
(3) The Users shall have no intellectual property rights, claims, or any other rights with respect to the Data or other information stored in the Company's server, and shall grant the Company or the administrator designated by the Company the right to copy, distribute, or otherwise use the Data and other information, and the right to delete the same. The rights of the Company under this item shall include the right to publish the Data on the web from time to time.
- The Company may provide the Users with campaign information on the products, services, events, surveys, and the like of the Company, its affiliates, partner companies, or other companies as part of the Services by posting such information on the Websites or by other means.
- The Company may perform the Services in collaboration with the Company's affiliates, partner companies, or other companies.
Article 13 (Responsibility for Using the Services)
- In using the Services, the Users shall agree in advance to use the Services in accordance with these Terms.
- In using the Services, the Users shall, at their own responsibility and expense, prepare all necessary personal computers, communication devices, software, and any other necessary devices, subscriptions to Internet service providers, electricity and the like required in connection therewith. In addition, the Users shall bear all communication expenses incurred by them in receiving e-mails, browsing websites or other actions on telecommunications equipment, including mobile phones.
- In the event that a User causes damage to the Company or a third party (including other Users; hereinafter the same shall apply), or has a dispute with a third party, in connection with the use of the Services, the User shall resolve such dispute themselves and compensate for the damage, and the Company shall not be held liable in any way.
Article 14 (Principle of Individual Responsibility)
- The Users shall assume full responsibility for the use of the Services and the results thereof (including the effects of information transmitted through the use of the Services).
- The Users shall promptly confirm any notices from the Company posted on the Websites. In no event shall the Company be liable for any disadvantage or damage incurred by the Users due to their failure to check the content of such notices.
- The Users shall fully acknowledge that information transmitted through the use of the Services may infringe the copyrights, trademarks, portrait rights, publicity rights, or other rights of third parties, or may damage the privacy, reputation, or credibility of third parties, and shall exercise due care to prevent such infringement or damage.
Article 15 (Use of NFTs)
- The holders of NFTs may use the functions listed below (the "Utility") in accordance with the details separately specified by the Company.
(1) The function to view in-game side stories and character stories;
(2) The function to receive points based on the holding period of NFTs ("Point(s)"). Points may be used to receive benefits or discounts as separately determined by the Company, depending on the quantity of Points held;
(3) Using NFTs as icons or other content on various social networking services; and
(4) Other functions designated by the Company on the Websites.
- The Company may change the contents of the Utility provided in the preceding paragraph without prior notice to the Users.
- The holders of NFTs shall agree in advance that it may take a certain period of time to use the Utility.
Article 16 (Suspension and Discontinuation of the Services)
- The Company may discontinue or suspend the provision of all or part of the Services at any time without prior notice to the Users in any of the following events:
(1) In the event of periodic or emergency inspections and maintenance of facilities and equipment related to the provision of the Services;
(2) In the event that computers, systems, communication lines or other facilities are shut down due to a failure, fire, power failure or other unforeseen accidents, or force majeure such as natural disasters;
(3) In the event that a measure is taken based on a court order or laws and regulations;
(4) In the event that the Company reasonably determines that it is necessary to suspend the Services for operational or technical reasons;
(5) In the event that the Company reasonably determines that it is necessary to conduct an investigation in accordance with laws and regulations, the rules of the Company, or other regulations;
(6) In the event that it is necessary to confirm the security of the Services due to unauthorized access to the Services by a third party or other incidents;
(7) In the event of any problems related to the handling of NFTs, such as a rise in blockchain network fees (including gas fees), the occurrence of a hard fork, or other issues; or
(8) In any other cases where the Company deems such action to be unavoidable.
- Notwithstanding the preceding paragraph, the Company may discontinue the provision of all or part of the Services upon prior notice to the Users.
- If a User is likely to breach these Terms or to interfere with the operation of the Services, the Company may restrict or suspend the use of the Services by such User.
- The Company shall not be liable for any damage incurred by any User as a result of the measures set forth in the preceding paragraphs.
Article 17 (Prohibited Acts and Measures against acts in violation of these Terms)
1. In using the Services, the Users shall not engage in any of the following acts or acts that may lead to the following acts.
(1) Registering as a user using another person's account, illegally obtained or generated account, or other profile information;
(2) Impersonating another person (including other Users, the Company, the Company's affiliates and collaborators);
(3) Allowing a third party (including other Users) to use one's account, the Data, or other information;
(4) Criminal acts such as fraud or acts that induce crimes;
(5) Multi-posting, sending unsolicited email such as junk mail, spam mail, chain mail, and transmitting or writing computer viruses, files, programs or other items that interfere with, destroy, restrict, or manipulate the functions of computer software, hardware, or communication devices;
(6) Acts or behavior of transmitting or posting obscene, cruel, discriminatory expressions, child pornography or child abuse or any other expressions that may cause discomfort to third parties;
(7) Any act of transferring, receiving, lending, borrowing, entrusting, or otherwise handling in-game currency, characters, items, points, data, or information acquired through the Services (the "Service Data") in exchange for any consideration other than the Service Data (including money, goods and other property benefits, currency, characters, items, points, data, or information on services other than the Services; hereinafter the same shall apply), whether directly, through a third party intermediary, through an Internet auction, or by any other means (including, but not limited to, what is called RMT (Real Money Trade)). However, this provision shall not apply to the transfer of NFTs in accordance with Article 9, Paragraph 2.
(8) Any acts of transferring, receiving, lending, borrowing, entrusting, or otherwise handling any property other than the Service Data designated by the Company as consideration for User's acts within the Services;
(9) Infringing Intellectual Property Rights or any other rights of the Company, other Users or any other third party (including disclosing support emails from the Company to others, such as by posting on blogs or social networking services);
(10) Causing disadvantage or damage to the Company, other Users, or other third parties;
(11) Acts against public order and morals;
(12) Acts in violation of laws and regulations;
(13) Advertisement, promotion, solicitation, sales, or any other acts related to the Services for any commercial purpose in and outside of the Services, without the consent of the Company or a third party separately authorized by the Company;
(14) Establishing or soliciting to a pyramid scheme
(15) Sales activities such as selling or promoting specific goods or services;
(16) Political activities such as election campaigning and soliciting to join a particular political party;
(17) Religious activities such as proselytizing or solicitation of a specific religion;
(18) Interfering with the operation of the Services or acting to one's own benefit or to the disadvantage of others, such as causing a failure in the Company's systems (including actions that prevent movement in accordance with system specifications through programs or other means), intentionally using programs or defects that do not work as designed by the Company to benefit themselves or cause disadvantages to others, or creating or distributing utilities;
(19) Altering, combining, analyzing, or reverse engineering the Company's systems (including programs, tools, and the information that may be used in connection with the Service Data;
(20) Using the Services by automatically repeating a specific action through the use of programs or other means;
(21) Disseminating false or untrue information;
(22) Causing loss or damage to the credibility of the Services;
(23) Inciting Users to increase the burden of support operations related to the Services;
(24) Acts in violation of these Terms;
(25) Interfering with the use of computers, telecommunications facilities, or other equipment and software installed by the Company or third parties;
(26) Using the Services in any manner other than through the interface provided by the Company;
(27) Engaging in money laundering and terrorist financing;
(28) Sending ETH or any other crypto assets, etc. to the Company's wallet without the intention of entering into the Purchase Agreement;
(29) Transfer and attempted transfer of the same Service Data to more than one person, resulting in two holders of the same Service Data during the same period;
(30) Using the Service Data for gambling or any other illegal purposes;
(31) Using the Service Data for any purpose other than one's own use (including duplicating or providing the Service Data to a third party, or creating products based on the Service Data);
(32) Other acts that third parties may find offensive;
(33) Other acts that the Company considers inappropriate;
(34) Preparation including advertisement, promotion, solicitation, application, and acceptance for the acts described in (1) through (33) above; and
(35) Instructing, aiding or abetting, or inciting a third party in and outside of the Services to commit any of the acts described in (1) through (34) above.
2. If the Company determines that a User has breached or is likely to breach the preceding paragraph, the Company may, without prior notice or demand, take any measure that the Company deems appropriate against the breaching User, including the following. In the event that any disadvantage or damage is incurred by such User or other Users as a result of such measure, the Company shall not be liable for such disadvantage or damage to such User or other Users.
(1) Caution or warning;
(2) Suspension of use of all or part of the Services;
(3) Deprivation of the Service Data including characters, items, points, and other content acquired by such User;
(4) Changes to public records (including, but not limited to, profiles, bulletin boards, comments, and other content) in the Services;
(5) Cancellation of a User’s registration;
(6) Deletion of all or part of the Data;
3. In the event that the Company suffers any damage as a result of an act in breach of Paragraph 1, the User shall compensate the Company for all such damage.
Article 18 (Cancellation of a User’s registration)
- The Company may deregister a User without prior notice or demand if the User falls under, or the Company reasonably determines that the User may fall under, any of the following events. The Company shall not be liable to any person with respect to such determination:
(1) In the event that the User violates any of the provisions of these Terms;
(2) In the event that mail sent to the User is returned to the Company as undeliverable;
(3) In the event that the newly registered or re-registered User is found to have been previously deregistered by the Company;
(4) In the event that the User commits any of the acts listed in each item of Article 17, Paragraph 1;
(5) In the event that the User is deceased; or
(6) In the event that the Company otherwise determines that the User is not suitable as a User.
- If the Company deregisters a User in accordance with the preceding paragraph, the Company shall not be obliged to inform the User of the reason for the deregistration. If the Company incurs any damage as a result of a User falling under any of the items in the preceding paragraph, the User shall fully compensate the Company for such damage. In addition, the User shall immediately pay all monetary obligations owed to the Company, including usage fees, accrued at the time of deregistration in a lump sum.
- The Company shall not be liable for any damage incurred by a User as a result of the User's deregistration from the Services.
Article 19 (Changes to the Services)
- The Company may, at its discretion, determine the content, form, frequency, and duration of, and any other matters relating to, the Services.
- The Company may, at its discretion, for any reason and without prior notice or demand to Users, change all or part of the content of the Services.
- The Company does not guarantee that, following any changes to the Services, the functions and content of the Services will remain equivalent to those prior to the changes.
Article 20 (Confidentiality)
- All information about the Company's technology, business, operations, and other matters (the "Confidential Information") provided or disclosed by the Company to a User in writing, orally, or on any recording media, or obtained by a User, in connection with these Terms or the Services, shall be kept confidential and used only for the purpose of using the Services. The User shall not provide, disclose or divulge any of the Company's Confidential Information to a third party without the written consent of the Company, unless such Confidential Information:
(1) is already in the public domain at the time it is provided or disclosed by the Company or at the time it is obtained by the User;
(2) is already lawfully possessed by the User at the time it is provided or disclosed by the Company or at the time it is obtained by the User;
(3) becomes public through publications or otherwise through no fault of the User after it is provided or disclosed by the Company or after it is obtained by the User;
(4) is disclosed by a third party who is lawfully entitled to provide or disclose it without an obligation of confidentiality;
(5) is independently developed by the User without the use of any information disclosed by the Company; or
(6) is confirmed by the Company in writing to be not subject to confidentiality.
- Notwithstanding the preceding paragraph, a User may disclose the Confidential Information to the minimum extent necessary pursuant to the provisions of laws and regulations, or rules of Japan or other countries, or upon the request of competent governmental agencies, self-regulatory organizations, stock exchanges, courts, or other public organizations.
- Upon termination of these Terms or at any time upon the request of the Company, a User shall promptly return or destroy the Confidential Information, as well as documents or other recording media referring to or containing the Confidential Information, and all copies thereof in accordance with the Company's instructions.
Article 21 (Handling of Personal Information)
- The Company shall properly handle Users' personal information obtained through the Services in accordance with the Privacy Policy separately established by the Company, and Users shall agree to such handling.
- Users shall agree that the Company may monitor and support their use of the Services in order to verify their compliance with these Terms. The Company may also use the information referred to in the preceding paragraph to improve the Services.
- The Company may, with or without a subpoena or search warrant, submit Users' Registered Information, electronic communication logs, and other data (including, but not limited to, personal information, emails, and chat logs) to law enforcement or administrative agencies to cooperate with such agencies, and Users shall consent to such submission.
Article 22 (Ownership of Intellectual Property Rights)
- The Intellectual Property Rights in the Services, Websites, and creations (including images, texts, other works of authorship, portraits, marks, information, data, logos, or expressions) that the Company makes available to Users through the Websites in connection with the Services (such Intellectual Property Rights, hereinafter, the "Subject Intellectual Property Rights") shall be vested in the Company or their lawful owners.
- The grant of, succession to, or ownership of NFTs does not constitute an assignment or licensing of any Subject Intellectual Property Rights to the User beyond the extent necessary to use the Services.
- The Company grants Users a non-exclusive license to use, display, or view the Subject Intellectual Property Rights when using the Services, but only for non-commercial personal use. Users may not use the Subject Intellectual Property Rights for any purpose other than the use of the Services (including commercialization, use to promote or advertise products or services, and any other commercial use), or allow any third party to use the Subject Intellectual Property Rights, whether with or without consideration.
Article 23 (Damages)
- If a User violates these Terms and causes damage or other loss to the Company or a third party, the User shall be liable to compensate for such damage or loss.
- If the Company is liable to compensate Users for any damage, whether due to default, non-conformity with the contract, tort, or any other legal cause of action, (i) the extent of such compensation shall be limited to ordinary damage actually incurred as a direct result of any action taken by the Company, and the Company shall not be liable to compensate for any lost profits, loss of business opportunity, indirect damage, consequential damage, incidental damage, or special damage (whether or not such damage was foreseen by the Company or foreseeable), and (ii) the maximum amount of damage shall be an amount equal to the ETHs actually received by the Company from the User under the Purchase Agreement, as converted into JPY using a Base ETH Rate reasonably designated by the Company, or an amount equal to the amount of money actually received by the Company from the User under the Purchase Agreement, unless the User incurs damage as a result of the Company's willful misconduct or gross negligence.
- The Company shall not be responsible for any matters related to a transaction between Users. In principle, the Company shall not intervene in any disputes between Users and is under no obligation to do so. Users have no right to seek resolution of any dispute with other Users or third parties from the Company.
Article 24 (Exemption from Liability)
- In connection with Users' use of all or part of the Services, the Company does not guarantee to Users any of the following. In addition, the Company shall not be liable for any disputes or damage incurred by Users or any third party other than the Users due to the occurrence of any of the following events, unless the User incurs damage as a result of the Company's willful misconduct or negligence.
(1) The Services will not be subject to any unauthorized attack by any third party;
(2) The Services will be free of viruses or other harmful elements;
(3) The provision of the Services will not be discontinued;
(4) The provision of the Services will continue in the future;
(5) The Services will not be unavailable or inaccessible;
(6) The Services will not be altered;
(7) Profile information or the Data will not be deleted or altered;
(8) The infrastructure, systems, software, hardware, or other items used to provide the Services will be free of defects, including failure, error, malfunction, or failure of communication lines;
(9) The products obtained from the Services or the information itself is legal, moral or accurate;
(10) Users' use of the Services or the results thereof will be in accordance with their wishes or purposes;
(11) No damage will result from any of the foregoing items;
(12) Users will not be disadvantaged or will not incur damage by the use of third party sites to which the Services provide links (including campaign information);
(13) No damage will be induced or caused by any information obtained through the Services;
(14) No damage will be caused by any trouble between Users or third parties in the course of using the Services (such as suggesting any act that is illegal or contrary to public order and morals, defamation, insult, invasion of privacy, threat, slander, or harassment);
(15) No damage will be caused by force majeure such as natural disasters, civil commotion, or riot;
(16) No Damage will be caused by Users' failure to comply with any procedures, security measures, or other instructions provided by the Company;
(17) No damage will be caused by or in connection with enforcement under Article 218 of the Code of Criminal Procedure, the Act on Communications Interception for Criminal Investigation, or any other laws and regulations, or a court order;
(18) No damage will be caused as a result of the creation, revision, repeal, or change in interpretation (including where such change has a retroactive effect) of any laws and regulations, order of any supervisory authority, rule of any self-regulatory organization, or other rule or regulation that the Company is required to follow in relation to the Services;
(19) No damage will be caused by an increase in blockchain network fees (including gas fees), the occurrence of a hard fork, or other such event; or
(20)No damage other than the damage set forth in each of the preceding items will be caused by any event not attributable to the Company.
- In addition to the preceding paragraph, the Company shall not be liable for any damage caused by any delay, discontinuity, suspension, or other failure in the provision of the Services.
- The Company shall not be liable for any services (including, but not limited to, third party services and the Wallet Service) provided by any entity other than the Company.
Article 25 (Elimination of Antisocial Forces)
- Users represent and warrant that they are not Antisocial Forces.
- Users covenant that they will not, and will not cause any third party to, engage in any of the following acts or any acts that may lead to any of the following acts:
(1) Making a violent demand;
(2) Making an unreasonable demand that exceeds legal responsibility;
(3) Using intimidation or violence in connection with transactions;
(4) Damaging the Company's credibility or obstructing the Company's operations by spreading false rumors or using fraudulent means or force; or
(5) Any other wrongful acts similar to those set forth in Items (1) through (4), regardless of the method or form.
- If a User is found to be an Antisocial Force, the Company may restrict or discontinue all or part of the Services provided to the User or take other necessary measures without prior notice, demand, or other such action.
- The Company shall not be liable for any damage incurred by the User as a result of the measures set forth in the preceding paragraph.
Article 26 (Amendments to these Terms)
- The Company may amend these Terms to the extent permitted by laws and regulations if:
(1) such amendment of these Terms is in the general interest of Users; or
(2) such amendment of these Terms is not contrary to the purpose of these Terms and is reasonable in light of the need for the amendment, the adequacy of these Terms after the amendment, the details of the amendment, or any other circumstances behind the amendment;
- If the Company intends to amend or otherwise modify these Terms pursuant to the preceding paragraph, the Company shall notify Users of such amendment or modification by email, posting on a website, pop-up screen, notice within the Services, or any other method the Company deems appropriate.
- These Terms, as amended pursuant to Paragraph 1, shall become effective on the effective date specified in the notice under the preceding paragraph.
Article 27 (Notices)
- Except as otherwise provided in these Terms, all notices from the Company to Users shall be made by email, posting on the Websites, or any other method the Company deems appropriate.
- If the Company gives any notice to Users by email, posting on the Websites, or otherwise in accordance with the preceding paragraph, such notice shall be deemed to have arrived at the Users at the time such email is sent or such notice is posted on the Websites, as the case may be.
Article 28 (Assignment of Rights and Obligations)
- No User may assign to a third party, cause a third party to succeed to, or provide as collateral, all or part of his/her status under the Purchase Agreement, or his/her rights or obligations under these Terms without the prior written consent of the Company.
- If the Company causes a third party to succeed to the business related to the Services by merger, company split, transfer of business, or otherwise, the Company may, in connection with such transfer of business, transfer its status under the Purchase Agreement, its rights and obligations under these Terms, and the User information to the successor to such business, and Users shall be deemed to have consented in advance to such transfer in this paragraph.
Article 29 (Validity of these Terms)
- If any provision or part of these Terms is held invalid under the Consumer Contract Act or any other law or regulation, such invalidity shall not affect the validity of the remaining provisions of these Terms or the remaining part of these Terms.
- If any provision of these Terms is held invalid or rescinded with respect to any User, the validity of these Terms with respect to the other Users shall not be affected.
- If the provisions of these Terms may be held invalid in whole or in part, such provisions shall be construed in a reasonable and limited manner so as to retain their validity.
Article 30 (Governing Law and Agreed Jurisdiction)
- For American Region Uses: These Terms shall be governed by and construed in accordance with the laws of California. The courts of the State of California and of the United States of America located in the Country of Los Angeles shall have exclusive jurisdiction over any lawsuit arising in connection with these Terms or the Services.
- For EMEA Region Users: These Terms shall be governed by and construed in accordance with the laws of England and Wales. English courts shall have exclusive jurisdiction over any lawsuit arising in connection with these Terms or the Services.
- For Japanese Region Users: These Terms shall be governed by and construed in accordance with the laws of Japan. The Tokyo District Court shall be the agreed court of first instance with exclusive jurisdiction over any lawsuit arising in connection with these Terms or the Services.
Established on November 26, 2023
