Effective as of August 2, 2022
Article 1 (Purpose)
The Applicant acknowledges that the following represents the basic terms and conditions for ordering SRR Issuance Right only or SRR Issuance Right and physical NFC Tags that can be linked to the SRR (SRR Issuance Right and NFC tags are collectively, referred to as the "Products"). This document shall apply to individual sales and purchase agreements for the Products between the Applicant and Startbahn Inc. ("Startbahn").
For an order for SRR Issuance Rights only and not accompanied by an order for NFC Tags, the provisions under this document regarding NFC Tags are not applicable.
The Applicant shall agree to the Startrail PORT Terms of Service (the "Terms") by Startbahn, to use Startrail PORT (the "Service").
Article 2 (Formation of this Agreement)
- An individual agreement (this "Agreement") shall be formed when the Applicant delivers to Startbahn a written order prescribed by Startbahn (the "Order") specifying the product name, quantity, delivery date, and other matters, and Startbahn delivers a written acceptance to the Applicant.
- If there is no response of an acceptance from Startbahn within five (5) business days after delivery of the Order by the Applicant, this Agreement shall be deemed to have been formed.
Article 3 (Grant of SRR Issuance Right)
- Startbahn shall grant a SRR Issuance Right to the Applicant based on the Order. The grant of a SRR Issuance Right shall be completed by Startbahn granting the Applicant a unique ID embodying the SRR Issuance Right for the number of the SRR Issuance Right purchased by the Applicant.
- The Applicant may link the SRR Issuance Right with a NFC tag by requesting in a manner prescribed by Startbahn (It is impossible to link two NFC Tags, e.g., a sticker and a card, to one unique ID).
Article 4 (Delivery of NFC Tag)
- Startbahn shall deliver the NFC Tag to the Applicant as specified in the Order.
- If Startbahn cannot deliver the NFC Tag on the date specified in the Order, Startbahn shall notify the Applicant in advance and discuss how to respond.
Article 5 (NFC Tag Design Specifications)
- Startbahn shall prepare the design of the NFC Tag that conforms with the contents of the specifications, standard documents, and other documents (the "Specifications, etc.") determined between Startbahn and the Applicant.
- If it becomes difficult to deliver on time due to changes in the Specifications, etc., Startbahn may change the delivery date upon consultation with the Applicant.
Article 6 (Information Entry and Storage Services)
The Applicant and Startbahn shall enter into a separate service agreement or other document if the Applicant's use of the Service requires Startbahn to enter information into the SRR and store NFC tags.
Article 7 (Quality Assurance)
Startbahn warrants that the specifications, shape, quality, function, etc. of the NFC Tag to be delivered to the Applicant shall conform with the Specifications, etc., only if the Applicant complies with the specified usage. However, this shall not apply if the failure is not caused by Startbahn.
Article 8 (Inspection upon Delivery of NFC Tag)
- Within five (5) business days after receipt of the NFC Tag, the Applicant shall inspect the NFC Tag to determine whether it conforms with the specifications specified in the Specifications, etc. If the NFC tag does not conform with the Specifications, etc., and the NFC tag has a condition that does not conform with this Agreement concerning the type, quality, or quantity ("Non-conformity"), the Applicant shall notify Startbahn of such Non-conformity.
- If Startbahn receives the notice in the preceding paragraph, it shall promptly collect the NFC Tag at its own cost and investigate it. If it is confirmed that a Non-conformity exists as notified by the Applicant, Startbahn shall replace the nonconforming NFC Tag with a conforming one free of charge unless the Non-conformity is caused by the Applicant. If there is no Non-conformity, or if the Non-conformity is caused by the Applicant, the Applicant shall bear the costs required for collection, investigation, and re-delivery of the NFC Tag.
- If Startbahn does not receive any notice from the Applicant within the prescribed period under paragraph 1, the inspection of the NFC Tag delivered by Startbahn shall be deemed to have been completed.
- For Non-conformity that cannot be easily detected at the time of inspection, Startbahn shall take the same measures under paragraph 2 for those notified within six (6) months from the completion of the inspection.
- If the Applicant suffers damage due to the NFC Tag with the Non-conformity by Startbahn, the Applicant may seek compensation from Startbahn.
Article 9 (Return of Rejected Products)
- NFC tags that have failed as a result of the inspection by the Applicant (the "Rejected Products") shall be returned to Startbahn. The cost of return shall be borne by Startbahn.
- The Applicant shall keep the Rejected Products with the care of a good manager until they are returned to Startbahn.
Article 10 (Transfer of Ownership)
The ownership of the NFC Tag shall pass from Startbahn to the Applicant upon completion of the Applicant's payment for the NFC Tag.
Article 11 (Risk of Loss)
Any loss, damage, theft, or other risk arising before delivery of the NFC Tag shall be borne by Startbahn, and after delivery, by the Applicant.
Article 12 (Complaints)
- If the Applicant or Startbahn receives a complaint, request for return, or other claims from a third party such as an end user regarding the quality, safety, or other aspects of the Product or discovers a problem on its own, it shall immediately notify the other party, discuss a response, and jointly investigate the cause.
- If, as a result of the investigation described in the preceding clause, Startbahn discovers any quality, safety, or other issues with the Products, it shall take appropriate measures, including voluntary recall of the NFC Tag, after consultation with the Applicant.
- The parties shall determine the proportion of costs borne by each party to respond to claims through consultation, in accordance with the scope of each party's responsibility.
Article 13 (Price)
The price of the Products shall be the amount calculated in accordance with the price list separately prepared by Startbahn, plus consumption tax. The unit price in the price list does not include all costs such as packaging, transportation, insurance, etc., and Startbahn may separately charge the actual costs.
Article 14 (Payment)
The Applicant shall pay for the Products delivered by the last day of each month or, if the Products have not yet been shipped, for the Products stored separately at Startbahn's warehouse, by transfer to a bank account designated by Startbahn by the last day of the following month. However, if the payment date falls on a Saturday, Sunday, national holidays, or other financial institution holidays, the payment shall be made by the previous business day. The Applicant shall bear the cost of bank transfer fees.
Article 15 (Representations and Warranties)
The Applicant and Startbahn represent and warrant that the following are true and correct to the best of each party's knowledge as of the date of this Agreement.
- The Applicant and Startbahn shall practice all procedures required by laws, regulations, the Articles of Incorporation, and internal rules necessary to enter into this Agreement and perform their obligations under this Agreement and shall not violate any other agreements to which they are parties.
- Each party has conducted sufficient examination and investigation of all factors related to the execution of this Agreement on its responsibility and has sufficient knowledge, experience, and ability to make a judgment on its responsibility regarding the appropriateness of the risks of such action in light of its business scale, financial situation, investment experience, and other circumstances.
- The information, materials, etc. provided to each other before this Agreement do not differ from the facts.
Article 16 (Intellectual Property Rights)
- Startbahn shall take necessary and sufficient care to ensure that the Products do not infringe intellectual property rights of any third party.
- If the Applicant receives a complaint, claim, injunction, or any other claim because the Products infringe the intellectual property rights of a third party, the Applicant shall immediately notify Startbahn.
- Upon receipt of the notice in the preceding paragraph from the Applicant, Startbahn shall immediately investigate whether or not there is any infringement of the rights of a third party and the cause of such infringement, and if such infringement is caused by Startbahn, Startbahn shall resolve the matter at its own cost and responsibility.
- If the infringement of a third party's rights is caused by the Applicant's instructions or requests, the Applicant will be liable for resolving the matter at its own cost and responsibility. The details of the burden shall be determined through consultations between the parties.
Article 17 (Confidentiality)
The parties shall maintain the confidentiality of all business and technical information of the other party obtained concerning this Agreement and shall not disclose or leak such information to any third party during the term of this Agreement or even after the expiration or termination of this Agreement.
Article 18 (Termination)
- Either party may terminate this Agreement by sending a written notice to the other party if the other party commits any breach of this Agreement and fails to remedy such breach within fifteen (15) days after written notice of such breach from the non-breaching party.
- Either party may terminate this Agreement in whole or in part without any notice if any one or more of the following events occurs. In this case, the terminating party shall not be precluded from claiming compensation for damages against the other party. The following events include:
(1) the other party has suspended payment;
(2) the other party, by itself or by a third party, has filed a petition for commencement of bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation proceedings;
(3) the other party's property has been subject to seizure, provisional seizure, or provisional disposition;
(4) the other party has been dishonored at least once with respect to a draft or check that the other party has drawn or accepted;
(5) the other party is subject to suspension of business or revocation of business license or business registration by the regulatory authorities;
(6) the other party makes a notice or resolution to abolish its business or to dissolve; or
(7) there are other reasons similar to the preceding items.
- Upon the occurrence of any event under the preceding paragraph, all obligations owed by the breaching party shall become immediately due and payable without any notice or demand.
Article 19 (Damages)
If either party suffers damage caused by the other party, the Applicant or Startbahn may claim compensation for ordinary damages (not including special damages and lost profits) up to the total amount of the price actually paid for the order of the Products for such damage (or five hundred thousand (500,000) yen if no price is paid).
Article 20 (Survival)
The provisions of Article 17 (Confidentiality) and Article 26 (Jurisdiction) shall survive if this Agreement is terminated for any reason, including expiration or termination.
Article 21 (Elimination of Anti-Social Forces)
- Each party covenants to the other party as follows:
(1) The Applicant itself is not a member of a crime syndicate, a corporation related to a crime syndicate, a general meeting of shareholders, a person equivalent, or a member thereof (collectively, "Anti-Social Forces");
(2) Neither of the party's own officers (directors, auditors, executive officers, or other persons equivalent) are members of or associated with Anti-Social Forces.
(3) Neither party allows Anti-Social Forces to use its name to enter into this Agreement.
(4) During the term of this Agreement, both parties agree not to commit any of the following acts with respect to this Agreement, either by itself or using a third party:
(a) using threatening demands or violence against the other party; or
(b) disturbing the other party's business or damaging its credibility by fraudulent means or illegal force.
- If either party falls under any of the items under the preceding paragraph, the other party may immediately terminate this Agreement without any notice and demand.
- If this Agreement is terminated under the preceding paragraph, the terminated party shall make no claim against the other party for any damages arising from the termination.
Article 22 (No Assignment)
The parties shall not assign, pledge as collateral, or otherwise transfer to a third party all or part of the rights and obligations arising under this Agreement unless otherwise provided in this Agreement or the Terms. However, this shall not apply if the prior written consent of the other party is obtained.
Article 23 (Severability)
If any part of this Agreement is held invalid by a court or other tribunal of competent jurisdiction, the validity of the remaining provisions shall not be affected.
Article 24 (Consultations)
The parties shall endeavor to consult in good faith to amicably settle any matters not provided for or any doubts about performances under this Agreement.
Article 25 (Governing Law)
- This Agreement shall be governed by and construed in accordance with the laws of Japan.
- The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Article 26 (Jurisdiction)
If there is any dispute arising out of or in relation to this Agreement, the Tokyo District Court shall have exclusive jurisdiction of first instance.