Article 1 (Purpose)
This Usage Contract (“Contract” hereinafter) provides very important information concerning customer rights and obligations and conditions, restrictions, and exceptions that could apply to the customer when a customer (“User” hereinafter) purchases digital asset products (“NFTs” hereinafter) managed by KIDOKU inc. (“Company” hereinafter). Please read this Contract with care.
Article 2. (Definitions)
Terms used in this Contract are defined below.
- (1) A wallet refers to an account specified by the Company and managed by the User, for management of NFTs by the Purchaser.
- (2) ETH refers to the crypto-asset (hereinafter, also referred to as cryptocurrency) Ethereum or a unit thereof.
- (3) Address refers to an account used to manage or store ETH and other crypto assets (including but not limited to wallets).
- (4) The reference ETH Rate refers to the exchange rate between ETH and Japanese yen on the market specified by the Company as of midnight on the day before the date granting of the NFT will commence under an Individual Contract.
- (5) An Individual Contract refers to a sales contract concluded between the Company and the Purchaser under the provisions of Article 7.
- (6) A receiving address refers to an address held by the Purchaser for receiving an NFT from the Company, to be notified to the Company through a method specified by the Company.
- (7) A sending address refers to an address used by the Purchaser to send the price of the NFT in ETH to the Company, to be notified by the Purchaser to the Company through a method specified by the Company.
- (8) A Company address refers to an address used to receive the price of the NFT in ETH from the Purchaser, to be notified by the Company to the Purchaser.
- (9) The Company website refers to the website operated by the Company at the domain https://xxxxth.com/ (including the Company website after any changes to its domain or content for any reason).
- (10) The returning address refers to the address used by the Company to return to the Purchaser ETH received from the Purchaser by the Company for any reason, to be notified by the Purchaser to the Company through a method specified by the Company.
- (11) The Usage Contract refers to the contract concluded between the Company and the Purchaser under the provisions of Article 3.
- (12) The Contracts refer collectively to the Usage Contract and Individual Contracts.
Article 3 (Consent to terms)
- 2. This Agreement with the Company shall take effect only after the User has consented to this Contract as well as the terms of the sales platform.
- 3. If a User is a minor, then he or she must obtain the consent of his or her parent or other legal guardian before using the Service.
- 4. When a User who was a minor at the time of consenting to this Contract has used the Service after reaching the age of majority, he or she shall be deemed to have confirmed any and all legal actions related to the Service.
Article 4 (Amendment of terms)
- 1. In any of the cases enumerated below, the Company may amend this Contract at any time, pursuant to the provisions of Article 548-4 of the Civil Code of Japan. The amended Contract shall apply to this Agreement after such an amendment of this Contract.
･ When amendment of this Contract would suit the general interests of Users
･ When amendment of this Contract would not violate the purpose of the Agreement and would be reasonable in light of the necessity of the amendment, the propriety of the content after amendment, and the content thereof and other conditions related to such amendment
- 2. When amending this Contract, the Company shall decide on an effective date and time for the amended Contract and provide notice of the content of the Contract after amendment and the effective date and time, through notification of Users, posting of such information to the Service, or other methods as specified by the Company, at least one month prior to the effective date and time of the amendment.
- 3. Notwithstanding the provisions of the two preceding paragraphs, Users shall be considered to have consented to the amendment of this Contract upon their use of the Service after notification of the amendment of the Contract as described in the preceding paragraph, or failure to complete cancellation procedures thereafter within the period specified by the Company.
4. The Company’s terms may be amended in accordance with amendments to the terms of platforms used in sale.
Article 5 (Management of account information)
- 1. The Purchaser shall manage and store its Shop account information and wallet information, and its private key for accessing such information (“Wallet Information” hereinafter) under its own responsibility and may not, except as provided for by the Company, engage in acts such as permitting its use by, lending or transferring it to, changing the name to, or trading it with any third party.
- 2. The Purchaser shall be liable for any damages arising due to insufficient management of account information or Wallet Information (including but not limited to loss of or inability to remember account information or Wallet Information), errors in use, use by a third party, or attacks (including but not limited to malware, spyware, viruses, hacking, and cracking) by third parties on computers, software, and other devices, telecommunications lines, and other telecommunications environments managed by the Purchaser. The Company shall not bear any liability for such damages.
- 3. If it has determined that its account information or Wallet Information has been stolen, lost, or used by a third party, the Purchaser shall immediately notify the Company of such fact and follow the Company’s instructions.
Article 6. Duties of the Company
The Company shall not grant to the Purchaser any rights to the Company in any type other than granting of the NFTs, including ownership, equity, stock, rights to receive certain gains, or similar rights, or intellectual property rights.
Article 7. Conclusion of an Individual Contract and granting of the NFTs
- 1. In applying to purchase NFTs, the Purchaser shall, at its own expense and responsibility, prepare and retain addresses for receipt, return, and sending of the NFTs.
- 2. When applying to purchase NFTs, the Purchaser shall, through the methods specified by the Company, notify the Company of the Company-specified information concerning the NFTs it desires to purchase and shall conclude, through the Company’s acceptance of the application, an agreement on granting of the NFTs under this Contract (“Individual Contract” hereinafter).
- 3. After concluding an Individual Contract, the Purchaser shall, by the date specified separately by the Company and through the methods specified by the Company, transmit to the Company the quantity of ETH or other cryptocurrency specified by the Company as the price of the NFTs. The Purchaser shall bear any costs arising from sending of the ETH.
- 4. After sending of ETH or other cryptocurrency as described in the preceding paragraph, the Company will send the NFTs purchased by the Purchaser to the receiving address, conditional on the conditions described in the following article.
- 5. The Purchaser hereby consents to the fact that it may take some time from the application described in Paragraph 1 until granting of the NFTs under the preceding paragraph is complete, since it may take some time to grant NFTs through the system on each platform.
- 6. A Purchaser who is a minor, an adult subject to guardianship, a curatee, or a person subject to assistance shall obtain the consent of his or her legal guardian, curator, or assistant before applying to purchase NFTs.
Article 8. Preconditions of granting of the NFTs
Granting of NFTs as described in Paragraph 4 of the preceding article is conditional on satisfying all of the following conditions, except where waived in writing by the Company.
- (1) A decision by the Company to grant the NFTs to the Purchaser
- (2) That the Purchaser’s declaration and statement of facts under Article 10 and the information and documents provided by the Purchaser to the Company in connection with an Individual Contract remained accurate and sufficiently factual to avoid misunderstanding even at the point in time at which the Company decided to grant NFTs under Paragraph 4 of the preceding article.
- (3) That the Purchaser understands and acknowledges the risks described in Article 11.
- (4) That, in addition to the provisions enumerated in the subparagraphs above, the Purchaser is not in violation of this Contract.
Article 9. Security
- 1. The Purchaser shall, at its own expense and responsibility, prepare and maintain the computer, software, and other devices, telecommunications lines, and other telecommunications environments necessary under the Contracts
- 2. The Purchaser shall, at its own expense and responsibility, implement security measures such as those to prevent computer virus infections, unauthorized access, and information leaks with regard to address and NFT management.
Article 10. Representations and warranties
The Purchaser hereby represents and warrants to the Company that the following statements are factual as of the date of conclusion of each Individual Contract.
- (1) That it has read and fully understands the entire content of this Contract (including the rules and other provisions posted on the Company website concerning the NFTs and the Shop).
- (2) That the Purchaser is fully authorized to conclude an Individual Contract and perform the obligations stipulated therein, that it has completed all procedures necessary for conclusion of an Individual Contract as required under laws, regulations, etc., that it has completed procedures such as obtaining necessary licenses and submitting necessary notices, and that it is no violating and conditions applicable thereunder. That the Individual Contract constitutes a lawful, valid, and legally binding obligation on the Purchaser and its provisions are enforceable.
- (3) That it has decided to conclude the Individual Contract after obtaining sufficient information concerning the NFTs.
- (4) That the Purchaser understands that purchase of NFTs involves only the granting of NFTs, and such purchase does not mean that the Purchaser will be provided with any rights from the Company or its affiliates.
- (5) That the Purchaser is not a citizen, national, resident, or temporary resident of a country or region where purchase of NFTs is prohibited, limited, or otherwise restricted by laws, regulations, etc.
Article 11. Risks
The Purchaser hereby acknowledges to the Company the following risks related to purchase of NFTs and accepts such risks:
- (1) Price fluctuation risk: The prices of the NFTs may be affected by market trends related to sale of the NFTs and other assets, acts of God, war, political upheaval, enhancement of regulations, and other unpredictable future developments and special phenomena.
- (2) Uncertainty of information: While the Company provides various types of information related to the NFTs via its website, social media, and other means, such communication of information is intended solely to provide information concerning plans. No guarantee is provided concerning the truthfulness, accuracy, and practicality of the content of such information.
- (3) Risks inherent to the NFT: Since NFTs are not legal currently, their value is not guaranteed by any specific party, and they may involve inherent risks such as program bugs.
- (4) Liquidity risk: The Company provides no guarantee regarding the exchangeability of the NFTs in P2P transactions or for ETH and other crypto assets, etc.
- (5) Risks of hard forks: The NFTs are granted using OpenSea and other platforms for sale of NFTs/non-FTs. They involve risks such as those of incompatibility arising from a hard fork of a blockchain on which the platform depends.
- (6) Risks of cyberattacks: There is a risk that a cyberattack could result in a leak of address and other information, resulting in incidents such as NFTs owned by the Purchaser being transmitted to a third party.
- (7) Network risks: Since NFT transactions are conducted using a blockchain system, there is a risk that it could take some time for NFTs to be granted, that granting of NFTs might not be reflected in the address, or that granting of NFTs could be canceled. Additionally, since the NFTs are recorded electronically and transferred via networks, there is a risk that they may be deleted.
- (8) Address-related risks: There is a risk that the Purchaser would no longer be able to use the NFTs if it has lost the private key needed to access the address used to manage or store the NFTs.
- (9) Risks of changes to laws, regulations, and tax systems: Laws, regulations, and tax systems related to the NFTs are fluid, and there is a risk that future changes to laws and regulations, tax systems, policies, etc. could have effects such as prohibition, restriction, or enhanced taxation of granting of NFTs, restriction of holding or trading in NFTs, or handling at less advantageous conditions than at present. These could result in unforeseen losses to the Purchaser.
- (10) Risks related to types and quantities of NFTs: Since there are limits on the types and quantities of NFTs sold in the Shop by the Company, there is a risk that the Purchaser might not be able to purchase the desired NFTs.
- (11) Other risks: There is a risk that the ETH sent by the Purchaser could be stolen through a third party displaying an incorrect address posing as the Company during payment for purchase of NFTs.
- Article 12. Taxes and public charges
The Purchaser shall bear any taxes and public charges assessed on it in connection with purchase of the NFTs. The Purchaser shall be responsible for checking the types and amounts of taxes and public charges assessed on it.
Article 13. Prohibited acts
The Purchaser must not engage in any of the following acts in use of the Shop and purchase of the NFTs:
- (1) Acts infringing on the intellectual property rights, likeness rights, privacy rights, good name, or other rights or interests of the Company, other buyers, or other third parties (including acts causing such infringements, either directly or indirectly)
- (2) Use of data related to the NFTs off the block chain for purposes other than personal use (including acts such as copying data off the block chain, providing them to third parties, or creating products based on them)
- (3) Purchase of the NFTs using crypto assets related to criminal proceeds
- (4) Acts related to criminal acts or acts in violation of public order and decency
- (5) Acts in violation of laws and regulations or the internal rules of industry associations to which the Company or players belong
- (6) Acts of transmission of information containing computer viruses or other harmful computer programs
- (7) Acts of unauthorized alteration of information usable in connection with the Shop and the NFTs
- (8) Acts involving the transfer of the NFTs to or from any third party through methods other than those specified by the Company
- (9) Using the Game posing as another or using another’s account
- (10) Creating multiple accounts
- (11) Acts of shared use of Shop software or use of programs not authorized by the Company
- (12) Acts such as decoding, decompiling, decomposing, or reverse engineering software used to provide the Shop or the NFTs
- (13) Altering the Shop or the NFTs
- (14) Acts that could impede the Company’s operation of the Shop
- (15) Other acts reasonably judged by the Company to be inappropriate
Article 14. Suspension, etc. of the Shop
1. In any of the following cases, the Company may, without notifying the Purchaser in advance, suspend or interrupt use of the Shop, in whole or in part:
- (1) To inspect or maintain computer systems related to the Shop, on a regular or emergency basis
- (2) When stopped due to a problem with a computer, telecommunications line, etc.
- (3) When operation of the Shop is impossible due to a case of force majeure, such as a fire, power failure, or natural disaster
- (4) When a network problem has arisen related to handling of the NFTs, such as rising gas fees or a backlog of transactions
- (5) In other cases, in which the Company has reasonably judged there to be a need for interruption or suspension
2. The Company may, for its own reasons, terminate provision of the Shop or modify its specifications.
3. The Company shall not be liable for any damages suffered by Purchasers due to measures taken by the Company as described in this Article.
Article 15. Burden of equipment, etc.
- 1. The Purchaser shall, at its own expense and responsibility, prepare and maintain a smartphone, computer, software, and other devices, telecommunications lines, and other telecommunications environments needed to use the Shop.
- 2. The Purchaser shall, at its own expense and responsibility, implement security measures such as prevention of infection by computer viruses and prevention of unauthorized access and leaks of information, in accordance with its own environment for using the Shop.
- 3. When the Purchaser engages in activities such as installation of software or downloading of data in connection with use of the Shop, it shall employ sufficient care to avoid cases such as deletion or alteration of the Purchaser’s own information or breakdown of or damage to its devices, and the Company shall not be liable for any related damages suffered by the Purchaser.
Article 16 (Non-guarantee, disclaimer)
- 1. The Company provides no guarantee with regard to the completeness, accuracy, validity, etc. of the content of the Service. In addition, the Company provides no guarantee that the Service will not be interrupted, suspended, or otherwise impeded.
- 2. When using the Service, Users may be redirected from the Service to other related services operated by third parties (“External Services” hereinafter). In such a case, Users shall be responsible for use of the Service and External Services consenting to the Contracts of such External Services. The Company provides no guarantee with regard to the completeness, accuracy, validity, etc. of the content of External Services.
- 3. The Company shall not be liable for any damages suffered by Users due to their failure to update registration information.
- 4. Users are requested to use the Service within the extent permitted under laws and regulations. The Company shall not be liable for any violations by Users of the laws and regulations of Japan or any other country in connection with use of the Service.
- 5. Even in the event of theft of User information through acts such as unexpected unauthorized access, the Company shall not be liable for any damages, etc. suffered by Users as a result.
- 6. The Company shall not be liable for nonperformance of this Agreement, in whole or in part, due to natural disasters, acts of God, fires, strikes, suspension of trade, wars, civil unrest, prevalence of infectious diseases, or other cases of force majeure.
- 7. The Company shall not be liable even in the event of any disputes (whether within or outside of the Service) between a User and other users or other third parties in connection with use of the Service. The User shall resolve such disputes with third parties at its own expense and responsibility.
Article 17. Possession of rights
All intellectual property rights (i.e., copyright, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights [including the rights to obtain or to apply for registration, etc. of such rights]) concerning the NFTs and works related to the Shop (hereinafter in this Article, this includes but is not limited to images, videos, etc. related to the NFTs) shall belong to the Company or the Company’s licensors, and the granting of NFTs under Individual Contracts shall not constitute the transfer or licensing for use of any intellectual property rights belonging to the Company or the Company’s licensors. The Purchaser shall not, for any reason, act in ways that could violate the intellectual property rights of the Company or the Company’s licensors (including but not limited to disassembly, decompilation, and reverse engineering).
Article 18. Handling of information
Article 19. Compensation
- 1. In the event the Purchaser has caused damages to the Company or a third party in connection with the Contracts, the Purchaser shall be liable for paying compensation for such damages (i.e., any and all damages, including not only direct damages and ordinary damages but also loss of profit, loss of business opportunity, loss of data, business interruptions, and other indirect damages, extraordinary damages, derivative damages, and accessory damages).
- 2. In the event that the Company has received a demand or any other claim for rights from a third party regarding an act of the Purchaser in connection with the NFTs, the Purchaser shall, at its own expense, promptly take measures as necessary to ensure that the Company will not be subject to such demand or claim for rights directly.
Article 20. Compensation for damages
- 1. The Company shall not be liable for any compensation for damages suffered by the Purchaser in connection with the NFTs. Even in a case in which the Company is liable for compensation to the Purchaser for damages due to application of the Consumer Contract Act or other reasons, the Company’s liability for damages shall not exceed the amount equivalent to the amount of ETH actually received from the Purchaser under the Individual Contract related to such damages converted to Japanese yen at the reference ETH Rate.
- 2. Notwithstanding any other provisions, the Company shall pay compensation for damages suffered by the Purchaser in connection with the NFTs if such damages are due to unlawful acts or failure to perform obligations by the Company and to intentional acts or gross negligence by the Company.
Article 21. Force majeure
If the performance by the Company of its obligations under the Contracts has been delayed due to circumstances beyond the Company’s reasonable control (including but not limited to fires, power failures, hacking, penetration by computer viruses, earthquakes, floods, wars, epidemics, suspension of trade, strikes, civil unrest, inability to secure materials and transit facilities, and intervention by government agencies), it shall not be liable to the Purchaser for failure to perform its obligations as long as such circumstances continue.
Article 22. Cancellation
- 1. At no time may the Purchaser cancel the Contracts and demand refund of the ETH sent to the Company by the Purchaser as the price of the NFTs.
- 2. If it elects not to grant the NFTs to the Purchaser, then the Company may, at its discretion, refund to the Purchaser ETH already received by the Company. In such a case, the Company may grant such refund by sending to the Purchaser the same quantity of ETH that it received from the Purchaser, sending to the Purchaser money in an amount equivalent to the ETH converted to Japanese yen at the reference ETH Rate, or issuing to the Purchaser NFTs that the Company has judged to be of equal value.
- 3. If the Purchaser has violated the Contracts, then the Company may disable the functions of the NFTs that it has granted to the Purchaser under the Contracts or take other measures considered appropriate under its own discretion.
Article 23. Cancellation of the Usage Contract (cancellation of registration), etc.
- 1. If the Purchaser meets any of the descriptions enumerated below, then the Company may, without any prior notice or warning, temporarily suspend use of the Shop by the Purchaser or cancel the Purchaser’s registration and cancel the Contracts
(1) It has violated any of the provisions of this Contract
(2) It has been found to have registered false information
(3) It has used, or attempted to use, the Shop for a purpose or through a method that could cause damage to the Company, other buyers, or other third parties
(4) It has, through any means, impeded operation of the Shop
(5) Its payments have been suspended or it is unable to pay, or it has been subject to a filing for commencement of bankruptcy, civil rehabilitation, or similar proceedings
(6) Notes or checks that it has drawn or underwritten have been dishonored, subjected to suspension of trading by the notes clearinghouse, or subjected to similar measures
(7) It has been subject to a filing for seizure, provisional seizure, provisional disposition, compulsory execution, or compulsory auction
(8) It has been subject to disposition for failure to pay taxes or other public charges
(9) It has died or been subject to a court decision ordering commencement of guardianship, curatorship, or assistance
(10) It has not used the Shop for six months or longer and does not reply to communications from the Company
(11) It meets any of the descriptions enumerated under Article 3, Paragraph 3
(12) The Company has determined that it would be inappropriate to continue registration of the Purchaser for any other reason
- 2. In any of the cases enumerated in the preceding paragraph, the Purchaser ipso facto shall forfeit any benefits of time on any and all obligations to the Company and must promptly pay all obligations due to the Company.
- 3. The Company shall not be liable for any damages suffered by the Purchaser due to acts conducted by the Company pursuant to this Article.
- 4. Any Individual Contract already in effect as of the time of termination of the Usage Contract shall remain in effect until all obligations under such Individual Contract have been performed, and the provisions of this Contract shall continue to apply within the scope of such Individual Contract, unless the Individual Contract has been cancelled separately.
Article 24 (Transfer, etc. of rights, obligations, etc.)
- 1. The User may not, without the prior written consent of the Company, transfer, lend, or pledge its status under the Contracts or any rights or obligations based on the Contracts to any third party.
- 2. The User hereby consents to transfer by the Company to the successor of businesses related to the Services its status under the Contracts, its rights and obligations based on the Contracts, and User information in the event of the Company causing the succession by a third party of such businesses due to a merger, corporate spinoff, transfer of business, or other reason.
Article 25. Prohibition of transfer
- 1. The Purchaser may not, without the prior written consent of the Company, transfer, pledge, or otherwise dispose of its status under the Contracts or any rights or obligations based on the Contracts to any third party.
- 2. The Purchaser hereby consents to transfer by the Company to the successor of businesses related to the NFTs or the Shop its status under the Contracts, its rights and obligations based on the Contracts, and information concerning the Purchaser and other information in the event of the Company transferring such businesses to a third party (in any form including business transfer, corporate spinoff, or other form).
Article 26 (Separability)
- 1. Even if any part of the provisions of this Contract has been ruled invalid under laws or regulations, the other provisions of this Contract shall remain valid and in effect.
- 2. Even if any part of the provisions of this Contract has been invalided or canceled in connection with a specific User, this Contract shall remain in effect in connection with other Users.
Article 27 (Negotiated resolution)
The Company and Users shall strive to resolve swiftly through negotiation based on the principle of good faith any matters not provided for in the Contracts or doubts arising concerning interpretation of the Contracts.