Established June 1, 2020
Last Updated: July 30 2025
Startbahn, Inc.
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These Startrail PORT Terms of Service (these “Terms”) set forth the rights and obligations between Startbahn, Inc. (“we“ or “our“ or “us”) and persons using “Startrail PORT” (the “Service”) as operated by us, and the conditions of use for such Service. Please read and confirm the entire text of these Terms and give consent to use the Service. Further, when consenting to these Terms, you must also consent to the Startrail Network Terms of Service (the “Network Terms”).
1. DEFINITIONS
The terms used herein will have the following meanings. Any terms not defined herein will be interpreted under the definitions in the Network Terms.
1.1. “Startrail PORT” means the name of the Service, and the Service enables the registration, issuance, management, and transfer of “SRR (Startrail Registry Record)” ” associated with the Startrail Network.
1.2. “SRR (Startrail Registry Record)” means an NFT (non-fungible token) that can be issued for paintings, sculptures, and digital works to record a wealth of information and data that protects the value of the work and a SRR after an Issuer has registered it on the Startrail Network.
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A SRR can be linked to a NFC tag.
1.3. “SRR Issuance Right” means the right to register the information as SRR on the Startrail Network.
1.4. “NFC tag” means NFC tag (a Company-designated seal or card with a built-in NFC chip) that has been issued by us.
1.5. “User” collectively refers to all users that have registered accounts on the Service.
1.6. “Issuer” means a User having an SRR Issuance Right that personally registers the information in the SRR on the Startrail Network as an SRR on the Service as the registrant and undertakes an SRR Issuance.
1.7. “Purchaser” means a person who pays for and purchases an SRR Issuance Right.
1.8. "Owner of the Artwork" means the person who has the physical ownership of the Artwork, or for any digital artwork without any physical medium such as so-called NFTs (Non-fungible token, “NFTs”) , it means the person who has the status as the owner of the Artwork.
1.9. "Ownership" means the physical ownership of the physical artwork, or for any digital artwork without any physical medium such as NFTs, it means the status as the owner of the Artwork.
1.10. “SRR Creation” means User’s entering and editing the information into SRR on the screen.
1.11. “SRR Issuance” means the act whereby an Issuer registers the information in an SRR on the Startrail Network as an SRR.
1.12. “Startrail Network” means a network built on the blockchain as an infrastructure provided by us under the name of “Startrail” for Artwork registration (including title, artist, and production year), history management (including transaction date and owner ID), distribution management (including no-resale period stipulated by the Contract Terms), copyright management (including copyright license to owner stipulated by the Contract Terms), and profit distribution (including royalty incurred when the Artwork is resold).
The current Startrail Network comprises data/programs recorded on the Ethereum public chain or the Polygon Network and servers/databases managed by us.
2. ACCOUNT REGISTRATION
2.1. Users in General
2.1.1. Account Registration. You need to register for an account to use the Service.
2.1.2. Options for Account Registration. You can register for an account with the Service by (i) logging in using the system provided by Torus or (ii) logging in using MetaMask. Please read the terms of services and privacy policy of each company before using the services.
Torus: Terms and Conditions (https://docs.tor.us/legal/terms-and-conditions)
Torus: Privacy Policy (https://docs.tor.us/legal/privacy-policy)
MetaMask: Terms of Use (https://consensys.net/terms-of-use/)
MetaMask: Privacy Policy (https://consensys.net/privacy-policy/)
2.2. SRR Issuance Screening
2.2.1. To perform an SRR Issuance on the Service, it is necessary to undergo identity screening by us. This process is intended to ensure the reliability of the information in the SRR issued on the Service.
2.2.2. Users and Purchasers, including business operators, that wish to undertake SRR Issuance must enter/provide personal names, corporate names and other information designated by us as necessary for screenings, using Company-designated methods and languages, without falsifying or misrepresenting such information.
2.2.3. With respect to such screenings for the SRR Issuance, if we have determined, in a screening based on our-determined criteria, that it is not possible to issue a registration as an Issuer, we will not be obligated to disclose the reason. Further, unless otherwise provided herein, we will bear no liability even if a User or a Purchaser has suffered any damage or other adversity due to such non-registration.
2.2.4. If we deem that an Issuer does not meet our criteria, whether before or after an SRR Issuance and whether or not we have conducted a primary identity screening, we may take action, including invalidating an SRR Issuance Right or such SRR.
3. SRR CREATION
3.1. Users wishing to undertake an SRR Creation must first order an SRR from us using Company-prescribed methods.
3.2. If a User wants an SRR Creation with an NFC tag, the User must order a blank NFC tag, which is not linked to any Artwork information. It will take some time to deliver NFC tag, and thus we will communicate separately to Users about the details of such delivery.
3.3. If Purchaser orders SRR on the Service, the Purchaser obtains SRR Issuance Right for that order. By filling in the SRR with information related to the work associated with the SRR, the Issuer may view the SRR from the URL. The information registered in the SRR will then be recorded on the Startrail Network when the Issuer issues the SRR.
3.4. The maximum number of SRR Issuance per work is 30,000 editions.
4. ARTWORK INFORMATION ON SRR
4.1. Issuers performing an SRR Issuance shall, under their responsibility, register accurate Artwork information to be registered in the relevant SRR. The Artwork information registered at the time of an SRR Issuance includes, without limitation, the following:
4.1.1. Artwork Information
4.1.1.a. Artwork title
4.1.1.b. Artist name
4.1.1.c. Year of production
4.1.1.d. Materials
4.1.1.e. Size
4.1.1.f. Edition information
4.1.2. Contract Terms
4.1.2.a. Terms on Startrail Royalty. Contract Terms may include provisions stipulating that at the time of transfer, an amount equivalent to a certain percentage of the sale/purchase price for such transfer will be returned to the Person who sets the Contract Terms (the “Startrail Royalty”); in such case, consent to these provisions will result in an obligation to pay the Startrail Royalty to the Person who sets the Contract Terms in accordance with the relevant SRR. SRR may adopt EIP-2981 royalty standard, in which case, for transactions in marketplaces compatible with EIP-2981, the Startrail Royalty will be executed based on the rules stipulated by EIP-2981.
4.1.2.b. Terms on Copyright for the Artwork (including copyright ownership, license regarding use of the Artwork by the Owner, and contact regarding copyright). Consent to such provisions will result in the Person who sets the Contract Terms granting the Owner of an Artwork a license to use such Artwork in accordance with the relevant SRR.
4.1.2.c. Other
4.1.3. Artwork History
4.1.3.a. Current and past Ethereum addresses of the Owner(s)
4.1.3.b. Artwork information other than as in 4.1.3.a., such as exhibition history, and sale history, etc.
4.2. Regarding the Artwork information in 4.1, any Issuer may register the information in 4.1.1 (Artwork Information); only an Artist or a person who obtained Artist’s approval may register the information of 4.1.2 (Contract Terms); and the Issuer of the relevant SRR, may add the information in 4.1.3 (Artwork History)
4.3. If a certification document is concurrently issued in paper form or on any other medium in addition to an SRR, information on such certification document that does not contravene the information on the SRR must be registered on the SRR.
4.4. The Artwork information in 4.1 will be registered on the Startrail Network. However, except for the rate of the Startrail Royalty, the specific details of the information in 4.1.2 will be stored off-chain, and only hash value information and links to files on servers will be stored on the Startrail Network for such information.
4.5. If an Issuer, after an SRR Issuance, has identified an error in an SRR, such Issuer may make corrections insofar as doing so will not cause adversity to the current Owner. If a past or current Owner of SRR or any other User has discovered an error in registered information, the Issuer may acknowledge and correct such error, or if the operator confirms that such error is willful or malicious misinformation, we may take action such as an invalidation of the SRR issued by such Issuer until the information is corrected.
4.6. Users shall not infringe any third party rights by registering any information (including images) on the Service, and must obtain all required licenses etc. for such information under their responsibility. Unless otherwise provided herein, we will bear no liability for any such claims or litigation, etc. by any third parties regarding such information.
5. CONTRACT TERMS ON SRR
5.1. Users that register Contract Terms on SRR under their responsibility, shall register legally valid terms agreement particulars.
5.2. We will provide the infrastructure systems to save, record and display the terms specified in the Contract Terms on the Service, but make no guarantee as to the accuracy, truthfulness, validity, up-to-dateness, etc. of the particulars of the information saved, recorded and displayed.
5.3. Users shall, under their responsibility and at their own expense, claim their rights against such Users under individual agreements, and perform their obligations to such Users under such agreements.
5.4. The execution of sale and purchase agreements for Artworks and the performance of such agreements, including payment of Artwork sale/purchase prices, shall be handled and carried out under the responsibility of the Users that are parties to such agreements, and we are not responsible. However, when an entry of information related to such sale and purchase agreements is required under applicable Contract Terms (e.g., when an amount of the Startrail Royalty is decided), these conditions will be carried out under such Contract Terms.
6. OWNER INFORMATION ON SRR, AND TRANSFER
6.1. One SRR will be issued per one Artwork, and the User who is the current Owner of each SRR will be recorded in the system. The Ethereum address of such Owner will be recorded by the Startrail Network as well.
6.2. Only the User who is the current Owner may transfer an SRR to the next Owner.
6.3. An SRR may be transferred to another User. A “Transfer of Issued Cert.” means both the transfer of the SRR (including an ownership of an NFC tag if applicable) and the access to and managerial authority over an SRR; it is not possible to assign only one or the other. In addition, a Transfer of SRR is a precondition for the transfer of the Artwork, and such transfer of Artwork cannot be valid, unless a Transfer of SRR is validly made under these Terms.
6.4. A User to whom an SRR is to be transferred must, before accepting the Transfer of SRR, consent to the Network Terms, these Terms, and the Contract Terms registered on such SRR. The SRR shall not be transferred if we cannot confirm that this required consent has been validly given. A User wishing to undertake a Transfer of an SRR shall ensure that the receiver of such Transfer of SRR consents to all of the Network Terms, these Terms, and Contract Terms.
6.5. If the consent in the preceding paragraph has been validly given and the Transfer of SRR has validly occurred, and the title to the Artwork has also been transferred, the User to whom such SRR has been transferred will be deemed to have entered, as of the time of such transfer, into individual agreements regarding the Contract Terms with the User that stipulated such Contract Terms.
6.6. If a User manifests an intent to transfer or accept the ownership rights or the SRR for such Artwork by a method other than those specified herein, such manifestation of intent will be null and void. We are not responsible for any issues arising with the counterparty of such manifestation of intent, and the User shall handle any such issues under their responsibilities and expenses.
7. USE OF NFC TAG
7.1. Smartphones and smartphone apps satisfying conditions separately identified are required to read the NFC tags.
7.2. Instances of failure, such as when NFC tags cannot be read, should be communicated to our contact as identified on the Service’s website.
7.3. We shall deliver NFC tags to the Purchaser as described in each subscription plan.
7.4. The ownership of the NFC tags shall pass from us to the Purchaser upon completion of our delivery and the Purchaser's payment for the NFC tags.
7.5. Any loss, damage, theft, or other risk arising before delivery of the NFC tags shall be borne by us, and after delivery, by the Purchaser.
7.6. Within five (5) business days after receipt of the NFC tags, the Purchaser shall inspect the NFC tags to determine whether they conform with the specifications specified in the subscription plan. If the NFC tags do not conform with the subscription plan and the NFC tags have a condition that does not conform with the agreement concerning the type, quality, or quantity ("Non-conformity"), the Purchaser shall notify us of such Non-conformity.
7.7. If we receive the notice under 7.6., it shall promptly collect the NFC tags at its own cost and investigate it. If it is confirmed that a Non-conformity exists as notified by the Purchaser, we shall replace the nonconforming NFC tags with a conforming one free of charge unless the Non-conformity is caused by the Purchaser. If there is no Non-conformity, or if the Non-conformity is caused by the Purchaser, the Purchaser shall bear the costs required for collection, investigation, and re-delivery of the NFC tags.
7.8. If we do not receive any notice from the Purchaser within the prescribed period under 7.6., the inspection of the NFC tags we delivered shall be deemed completed.
7.9. For Non-conformity that cannot be easily detected at the inspection, we shall take the same measures under 7.7. for those notified within six (6) months from the completion of the inspection.
7.10. NFC tags that have failed as a result of the inspection by the Purchaser (the "Rejected Products") shall be returned to us. The cost of return shall be borne by us.
7.11. The Purchaser shall keep the Rejected Products with the care of a good manager until they are returned to us.
8. PRIVACY
8.1. Personally identifiable information of Users that we have acquired from such Users, including the email addresses of such Users, will not be publicly disclosed. However, Users may personally select settings to make such information publicly accessible to other Users.
8.2. The Startrail Network Ethereum addresses (EOA) linked to the accounts of Users are necessary to certify the Owner information on the SRR on the blockchain, and thus will be publicly accessible on the blockchain. However, account names and other personally identifiable information other than Ethereum addresses (EOA) will not be publicly accessible, unless the relevant User personally and proactively selects such public accessibility as set forth in 8.1.
9. MONTHLY SUBSCRIPTION FEES, ETC.
9.1. The subscription plans for the Service, the amount of transactions on the Startrail Network, payment methods and other details will be determined separately by our monthly subscription fee table.
9.2. The subscription plan the User purchases will continue automatically until it is cancelled.
9.3. If the User changes their subscription plan, the new subscription plan will be applied from the next payment date (on a monthly basis). The User may not change their subscription plan before the next payment timing.
9.4. Service use charges may arise at the time of an SRR order or a Transfer of SRR. In addition, fees (a.k.a., “gas”) will arise during an SRR Issuance or a Transfer of SRR on the Startrail Network related to such transactions. Gas is essential for the maintenance and operation of the network on which the Startrail Network runs, and Users may incur gas for transactions on the Service in the future. Service use charges, the Startrail Network transaction amounts and payment methods, and other details will be separately identified by us.
10. DELETION OF SRR
The information recorded on an SRR cannot be deleted after the SRR Issuance.
11. CANCELLATION OF SUBSCRIPTION PLAN
11.1. Users may cancel their subscription plan at any time following the prescribed method of the Service.
11.2. After the next payment date following the cancellation of the subscription plan by the User, the SRR Issuance Right and NFC tags held at the time of cancellation will be invalidated and will no longer be available on the Service.
11.3. If the subscription plan is canceled in the middle of the month it was purchased by Users, the subscription fee will not be refunded.
11.4. Even if the User purchases a new subscription plan after canceling a subscription plan, the SRR Issuance Right and NFC tags that were invalidated due to the cancellation cannot be used again.
12. WITHDRAWAL FROM SERVICE
12.1. Procedure. Users may withdraw from the Service by writing the contact below and following Company-prescribed procedures. Contact for Withdrawal: contact@startbahn.io
12.2. Treatment after Withdrawal. If a User has withdrawn from the Service under the preceding paragraph, the User’s account is deleted, and the User shall not use the Service. However, this will not affect the existence of any rights or obligations arising under the Network Terms or Individual Transaction Agreements, and Users shall conduct transactions for Artworks in accordance with the Network Terms even after their withdrawal from the Service.
12,3, Transactions after Withdrawal. If any transaction happens related to the SRR owned by a User after withdrawal from the Service, the User shall transfer the SRR to the new Owner or otherwise cooperate as required by us, and we may take the necessary actions.
12.4. SRR after Withdrawal. Due to the nature of the Startrail Network, it is not possible to delete SRR and other information that has already been registered in the Startrail Network after the withdrawal from the Services.
13. PROHIBITIONS
13.1. Users shall not engage in any of the conduct indicated below when using the Service:
(a)Conduct in breach of the provisions of these Terms, the Network Terms, Individual Service Terms, or Individual Transaction Agreements;
(b)Registering false information on the Service or the Startrail Network (including all registered information, including the User’s account name, Artwork information, and Contract Terms);
(c)Tampering with, erasing, or otherwise modifying information related to the Service or the Startrail Network (including information uploaded, transferred, or inputted to the Startrail Network and information obtained using the Startrail Network) without permission or attempting to do so;
(d)Using the Service with an NFC tag which is not issued by us;
(e)Creating multiple accounts for the same person;
(f)Establishing or attempting to establish accounts using a fictitious name, another person’s name, or any other name besides one’s own, conducting transactions connected with such activity, or declaring false information to us in all or some of the information registered for an account;
(g)Improperly accessing or using systems related to the Service or the Startrail Network;
(h)Writing or transmitting harmful computer programs or the like to the Service or the Startrail Network;
(i)Reverse assembling, decompiling, reverse engineering, or otherwise disassembling and analyzing the Service or the Startrail Network;
(j)Conduct which will hinder the operation of the Service or the Startrail Network;
(k)Engaging in, or attempting to engage in, conduct that is deemed to be a duplicate transfer of SRR or Artwork or an assignment of claims under these Terms;
(l)Fraud; establishing or soliciting for pyramid schemes or the like; purchasing/selling illegal goods, services, or the like, transferring criminal proceeds; or any use of the service in connection with the foregoing;
(m)Conduct connected with criminal acts or contrary to public order and morality;
(n)Antisocial conduct that violates or is likely to violate laws, regulations, or public order and morality;
(o)Conducting or using the Service to conduct transactions or payments that are restricted under the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949), cabinet orders or ministerial ordinances related to said act, or similar laws and regulations of other countries or the like;
(p)Infringing or defaming the privacy of communication, property, privacy, publicity rights, honor, or credit of any third parties or us;
(q)Conduct infringing or likely to infringe copyrights, trademark rights, or other intellectual property rights of third parties or us, including downloading, modifying, or overwriting text, images, or other content on the Service or the Startrail Network without permission;
(r)Conduct injurious to the credit of the Service, us, or the Startrail Network; and
(s)In addition to the foregoing, any conduct that will, or is likely to, impede the operation of the Service or the Startrail Network, or harm the rights or interests of third parties or us.
13.2. If a User has breached the preceding paragraph, we may prohibit such User’s use of the Service, withdraw such User from the Service, or take other necessary action. Such action may result in the User being unable to use the Service, the Startrail Network or other services associated therewith.
13.3. 12.2 shall continue to apply to a withdrawal under the preceding paragraph.
14. OWNERSHIP OF RIGHTS
14.1. All intellectual property rights related to the Service or content on the Service (including, without limitation, patent rights, utility model rights, trademark rights, design rights, rights to apply for registration of or obtain the foregoing rights, and copyrights throughout the world) will belong to us or to third parties that have licensed the use of such rights to us, except for any rights owned by Artists concerning Artworks.
14.2. Except for the rights explicitly authorized herein, Users shall not acquire any rights or interests in regard to the intellectual property rights specified in the preceding paragraph; all such rights and interests shall be retained by us.
14.3. Users shall not use the Service or content on the Service beyond the extent explicitly authorized herein.
14.4. Users shall not sell, edit, process, adapt or otherwise modify, redistribute, sublicense or assign the Service or content on the Service in whole or in part.
15. DISCLAIMER OF WARRANTIES
15.1. We make no guarantee that there will not be mistakes, errors, bugs or service interruptions in/on the Service or information obtained by Users through the Service, or as to the safety, reliability, correctness, suitability for specific purposes, usability, or completeness of the Service or information obtained by Users through the Service.
15.2. The particular terms and conditions that are set forth using natural language and stored as Contract Terms will be stipulated and determined by Artists or the Person who obtained Artist’s approval; the legal validity of such particulars is to be confirmed by such Artists or the Person who obtained Artist’s approval, and is not guaranteed by us.
15.3. Agreement regarding specific Contract Terms is executed by and between the Person who sets the Contract Terms and the Owner, and in the case of a breach of such Contract Terms, any damage compensation or other resolution shall be handled between such parties. The services provided to Users by us are services related to SRR Issuance and SRR transactions, and we will not be liable for resolving disputes related to the parties on the Contract Terms.
16. THIRD PARTY SERVICES
16.1. The Services may include third party websites ("Third Party Websites") and applications ("Third Party Applications"). If Users use Third Party Websites or Third Party Applications, Users must review and agree to the terms of services, privacy policies, and other terms and conditions set forth by such third parties.
16.2. Third Party Websites and Third Party Applications are not under our control, and we will not be liable for Third Party Websites or Third Party Applications. Users use the Third Party Websites and Third Party Applications at User’s risk.
17. LIMITATION OF LIABILITY
17.1. Scope of Our Liability. The damage liability owed by us to a User shall be limited to direct and ordinary damages actually suffered by such User (excluding damage arising due to special circumstances), and except in cases arising due to willful misconduct or gross negligence on the part of us, the maximum amount of damages shall be the total fees actually paid by such User in connection with the subscription plan of the Service related to the relevant damage (or, where no fees were paid, 500,000 yen).
17.2. Consumer Contract. Notwithstanding any other provisions exempting us from liability under other terms and conditions hereof, if an agreement between a User and us is a consumer contract in the Consumer Contract Act, the aforesaid full liability-exempting provisions will not apply in relation to our obligation to pay damages to such User under the agreement that is deemed to be a consumer contract.
18. INDEMNITY
18.1. Except as otherwise explicitly specified herein, the Users shall indemnify, under their responsibility and expense, from any damage suffered by us or third-parties due to the Users’ breach of these Terms or use of the Service.
18.2. Except as otherwise explicitly specified herein, the Users shall defend and indemnify us against all third-party claims, litigation, and the like arising in connection with the use of the Service. All matters shall be handled and resolved between the Users and third parties, and we will not be liable thereto.
19. SUSPENSION ETC. OF SERVICE
We may suspend or interrupt the provision of the Service in whole or in part, without prior notice to the Users, in any of the following:
19.1. In the case of emergency inspection or maintenance work on systems related to the Service or our systems;
19.2. If the service cannot be operated due to failure, incorrect operation, excessive concentration of access, unauthorized access, hacking, or the like of/in systems, computers, communication lines, or the like;
19.3. If the Service cannot be operated due to earthquake, lightning, fire, storm and flood damage, power outage, natural calamity, or any other force majeure event (including infectious disease outbreaks, implementation of policies related to infectious diseases, or cases of work closure, etc. following receipt of a work closure request from a national or local government; hereinafter the same); and
19.4. In any other case if we deem suspension or interruption necessary.
20. ADDITION/MODIFICATION OF FUNCTIONS
We may add to or modify the content and functions of the Service at our sole discretion.
21. ASSUMPTION OF RISK
21.1. Use of Blockchain. The Service is a system based on Polygon, and therefore cannot be used when system malfunctions or the like occur in Polygon. It is possible that Polygon upgrades, hard forks in Polygon, or changes to the method of verifying transactions in Polygon will have unintended adverse consequences for the Service. Because of the nature of Polygon, once information is inputted to the Service, it cannot be deleted after the fact. The Users confirm that we will not be liable for any damage due to a Polygon system malfunction or the nature of Polygon.
21.2. Future Regulations. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Service. Therefore, it may affect the potential utility or value of the Service from the Users.
22. FORCE MAJEURE
Except as otherwise explicitly specified herein, we will not be liable for damage due to natural disasters or other force majeure events (including infectious disease outbreaks, implementation of policies related to infectious diseases, and cases of work closure, etc. following receipt of a work closure request from a national or local government), communication line congestion, stoppage of the Service for machine failure or maintenance, manipulation or divulgence of information by third parties, or other events.
23. EXCLUSION OF ANTISOCIAL FORCES
23.1. Representations and Warranties. The Users represent that they do not currently fall under criminal organizations, criminal organization members, persons who ceased to be criminal organization members less than five years ago, criminal organization quasi-members, enterprises affiliated with criminal organizations, corporate extortionists (sōkaiya) or the like, social campaign advocacy racketeers (shakai-undō-tō-hyōbō-goro), criminal organizations with special intelligence, or other persons equivalent to any of the foregoing (collectively, the “Antisocial Forces”), and shall not fall under any of the followings, and will not fall under any of the foregoing in the future:
23.1.1. Having a relationship with a group whose management can be deemed to be under the control of or substantially involved with the Antisocial Forces, or a relationship with any other equivalent person;
23.1.2. Having a relationship that can be deemed to constitute improper utilization of the Antisocial Forces for obtaining illicit gains for oneself or third parties, or causing damage to third parties, etc.;
23.1.3. Having a relationship that can be deemed to constitute involvement with the Antisocial Forces, such as by providing funds or granting conveniences thereto; or
23.1.4. If an officer or person substantially involved in management has a socially objectionable relationship with the Antisocial Forces.
23.2. Prohibited Activities. The Users shall not engage in conduct falling under any of the following items, either directly or through third parties:
23.2.1. Making violent demands;
23.2.2. Making improper demands above legal liability;
23.2.3. Engaging in threatening speech or conduct or using violence in connection with a transaction;
23.2.4. Spreading rumors or using fraudulent means or force to damage the reputation or obstruct the business of a counterparty; or
23.2.5. Other conduct equivalent to the foregoing.
24. ASSIGNMENT OF CONTRACTUAL STATUS ETC.
24.1. Except as otherwise explicitly specified in these Terms, the contractual status, rights, and obligations under these Terms shall not be assigned or provided as security (the “Assignment of Contractual Status etc.”) to third parties (including other Users) without our prior written consent.
24.2. When an Assignment of Contractual Status etc. has been made, the outcome of the Assignment of Contractual Status etc. cannot be reflected on the Service without our consent.
24.3. If a third party claiming to have obtained rights through an Assignment of Contractual Status etc. has demanded performance by us, if we have refused the performance to the third party or another dispute has arisen between the third party and us, the User that made the Assignment of Contractual Status etc. shall compensate us for the amount that we have performed to the third party, and pay damages to and bear costs incurred by us.
25. BUSINESS TRANSFER
If we have transferred to a third party its business related to the Service or has undergone corporate split, merger, other organizational restructuring, or any other transaction for the transfer of business (the “Business Transfer”), we may assign its contractual status, rights and obligations and any information obtained from the Users to the transferee or other counterparty of the Business Transfer, and the Users shall be deemed to have consented in advance under this paragraph to the Business Transfer.
26. CHANGE OF TERMS
26.1. We may change these Terms at any time at our discretion. We shall publish amended Terms on our website. When these Terms are amended, we will publicly announce on the Service or by our prescribed method or notify the Users of the change of these Terms and the effective date.
26.2. For any change of these Terms for which the Users’ consent is required under applicable laws, we will obtain the Users’ consent using our prescribed method.
27. SEVERABILITY
If any provision of these Terms or any part of a provision has been deemed invalid or unenforceable under the Consumer Contract Act or other applicable laws, regulations, or the like, the remaining provisions of these Terms or remaining parts of any provisions deemed partially invalid or unenforceable shall remain in full effect.
28. GOVERNING LAW
28.1.These Terms and the relationship between the Users and us shall be governed by the laws of Japan without regard to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
28.2. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
29. JURISDICTION
The Tokyo District Court shall be the exclusive court of first instance for any disputes which may arise in connection therewith.
30. LANGUAGE
The Japanese version of these Terms shall be the official version, and if there is any discrepancy between the Japanese version and these Terms in any other language, the Japanese version will prevail.
End