Startrail Login (Startrail Key Management Support Service) Terms of Service
As of June 1, 2020
Effective as August 20, 2021
- The Startrail Login Terms of Service (the “Login Terms”) set forth the terms and conditions of use of the key management support service (“Startrail Login”) provided by us. Users must consent to these Terms before starting the use of Startrail Login.
- Startrail Login is a service provided for the purpose of supporting Users’ management of private keys. Users are the principal agents of private key management, and we do not manage private keys on behalf of Users.
- User private keys are not stored in Startrail Login systems and are restored only on Users’ own devices when Users actively perform login operations on the devices.
Torus Terms and Conditions (URL: https://docs.tor.us/legal/terms-and-conditions)
Startrail Network Terms of Service
As of June 1, 2020
Effective as August 20, 2021
These Startrail Terms of Service (these “Terms”) set forth the applicable terms and conditions when the Participants (defined in 2.) use the Startrail Network (defined in 2.) and stipulates the rights and obligations between the Participants and the operator of the Startrail Network (Startbahn, Inc., “we”, “our” or “us”).
The Participants must agree to these Terms before beginning use of the Startrail Network. Please be advised that if the Participants do not agree to these Terms, the Participants shall not use the Startrail Network.
Table of Contents
- STARTRAIL NETWORK
- USE OF THE PARTICIPANTS
- USE OF MINORS ETC.
- MANAGEMENT OF PRIVATE KEYS
- PERSONAL INFORMATION ON THE STARTRAIL NETWORK
- ARTWORK REGISTRATION
- CONTRACT TERMS
- INDIVIDUAL SERVICE
- WITHDRAWAL FROM INDIVIDUAL SERVICE
- INDIVIDUAL TRANSACTION AGREEMENT
- SMART CONTRACTS
- ERROR CORRECTION ETC.
- OWNERSHIP OF RIGHTS
- LOGOS, ETC.
- PROHIBITED ACTIVITIES
- SUSPENSION ETC. OF SERVICE
- ADDITION/MODIFICATION OF FUNCTIONS
- DISCLAIMER OF WARRANTIES
- LIMITATION OF LIABILITY
- ASSUMPTION OF RISK
- FORCE MAJEURE
- EXCLUSION OF ANTISOCIAL FORCES
- ASSIGNMENT OF CONTRACTUAL STATUS ETC.
- BUSINESS TRANSFER
- CHANGE OF TERMS
- GOVERNING LAW
The Startrail Network’s purposes include ensuring the safety and transparency of transactions for Artworks; encouraging the distribution of and transactions for Artworks. To fulfill these purposes, the Startrail Network will allow the Participants to store and reference information on Artworks and Artwork transactions across individual services affiliated with the Startrail Network, and to store and reference information on agreements regarding Artworks, and, will, in accordance with advancements in the Startrail Network, gradually provide the functionality to automatically execute certain aspects of the agreements.
For these Terms, defined terms will have the following meanings.
2.1. “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.
2.2. “The Participant” means any person who, having consented to these Terms, uses the Startrail Network under our prescribed procedures and includes Service Operator, Artist, Person who obtained Artist’s approval, and Owner. However, consent can only be given by the methods specified below:
2.2.1. When joining the Startrail Network as a Service Operator, by a method of consenting to these Terms; and
2.2.2. When joining the Startrail Network as any capacity other than a Service Operator (Artist, Person who obtained Artist’s approval, and Owner), by a method of consenting to these Terms when consenting to the Login Terms or Individual Service Terms.
2.3. “Startrail Registry Record” means a series of information associated with an Artwork and is registered or recorded on the Startrail Network. A Startrail Registry Record includes, without limitation, an Artwork’s title, Artist, production year, materials, size, edition information, and Contract Terms.
2.4. “Artwork” means any artwork that is the subject of a Startrail Registry Record recorded on the Startrail Network or is intended for sale/purchase etc., in connection with certain Individual Services.
2.5. “Artist” means the creator of an Artwork and holds the sole copyright to the Artwork or holds joint copyright in the Artwork as a co-author.
“Artist” means the creator of the Artwork if no copyright subsists in the Artwork.
2.6. “Person who obtained Artist’s approval” means a person that has been approved by an Artist to register Contract Terms and conduct transactions under the Contract Terms.
2.7. “Service Operator” means a provider that, having consented to these Terms separately set forth by us, provides an Individual Service, such as its platform for transactions of Artworks and brokering the sale/purchase of Artworks in coordination with the Startrail Network.
2.8. “Individual Services” means individual services, such as brokering the sale/purchase of Artworks, that is provided by Service Operators to the Participants and are undertaken under applicable terms of service in conformity with these Terms.
2.9. “Individual Service Terms” means terms and conditions that are in conformity with these Terms and that set forth the rights and obligations between Service Operators and the users of Individual Services provided by the Service Operators.
2.10. “Owner” means a person that is recorded on the Startrail Network as the holder of physical ownership to an Artwork, under the procedures set forth herein and the Individual Service Terms.
For any digital artwork without any physical medium such as so-called NFTs (Non-fungible token, “NFTs”), “Owner” means the person who has the status as the owner of the Artwork.
2.11. “Contract Terms” means terms and conditions recorded for each Artwork as part of its Startrail Registry Record between an Artist or Person who obtained Artist’s approval and the Participant that is newly becoming the Owner.
2.12. “Individual Transaction Agreement” means agreements related to the sale/purchase, brokering for sale/purchase, or other use of Artworks that are executed between Artists, Owners, persons who newly become Owners by accepting Artworks from previous Owners (“New Owners”), and other Participants.
2.13. “Smart Contract” means a function for automatically executing, under these Terms or Individual Service Terms, the performance of certain obligations under Contract Terms. The performance of obligations that are subject to Smart Contracts shall be specified in the relevant Individual Service Terms or Contract Terms.
2.14. “Artwork Registration” means the act of registering a Startrail Registry Record on the Startrail Network.
3. STARTRAIL NETWORK
3.1. Persons (hereinafter including legal persons) seeking to become the Participants shall consent to the following terms and conditions and perform the followings before beginning the use of the Startrail Network:
3.1.1. Persons seeking to join the Startrail Network as Service Operators must consent to these Terms, and must stipulate Individual Service Terms; and
3.1.2. Persons seeking to join the Startrail Network in any capacity other than a Service Operator (Artist, Person who obtained Artist’s approval, and Owner) must join the Startrail Network via a specific Individual Service and must consent to these Terms and the relevant Individual Service Terms.
3.2. The Participants may record Startrail Registry Records on the Startrail Network. This Startrail Registry Record will be publicly accessible in the Startrail Network. The Startrail Registry Record is recorded directly on the Startrail Network by the Participants, and we will not directly obtain the information from the Participants.
3.3. The Participants may use the Startrail Network only under the terms and conditions in these Terms and Individual Service Terms and, if necessary, under the terms and conditions separately set forth by us.
4. USE OF THE PARTICIPANTS
The Participants in the following situations shall not use the Startrail Network:
4.1. Persons who in the past have breached these Terms, or Individual Service Terms, or persons who are likely to breach the same;
4.2. Persons who have not consented to these Terms, or Individual Service Terms; or
4.3. Any other persons deemed unsuitable by us.
5. USE OF MINORS ETC.
If the Participant is a minor or otherwise has restricted legal capacity, the Participant must, before beginning use of the Startrail Network, obtain the consent of a parent or legal guardian as required under applicable laws or otherwise obtain the appropriate authority.
6. MANAGEMENT OF PRIVATE KEYS
6.1. By using Startrail Login when giving consent to these terms, the Participants may create an Ethereum address on Torus, an external service.
6.2. The Participants shall use the Startrail Network, register information signed using their private keys for their Ethereum address on the Startrail network, and manage the private keys under their responsibility.
6.3. The Participants shall not disclose their private keys for their Ethereum address to third parties. We will not be liable whatsoever for any damage suffered due to the Participants disclosing or divulging private keys to third parties, except as otherwise explicitly specified herein or in the Login Terms.
7. PERSONAL INFORMATION ON THE STARTRAIL NETWORK
7.1. Personal Information of the Participants. Personal information related to the Participants will not be saved on the Startrail Network, except in the followings:
7.1.1. Information registered as a Startrail Registry Record (Artist name, etc.); and
7.2.2. Address names (for e.g., Artist, business operators handling Artwork, etc.) of the Participants that, as registrants or revisers of Startrail Registry Records, have consented to the disclosure of their Ethereum address names to other Participants to ensure the reliability of the Startrail Registry Records.
7.2. Personal Information of Third Parties. If the Startrail Registry Records contain the Personal Information of third parties, the Participant shall obtain the consent of the third parties to publicly disclose the information on the Startrail Network.
8. ARTWORK REGISTRATION
8.1. New Registration. If information related to Artworks owned or managed by the Participant has not yet been registered on the Startrail Network in accordance with a format designated separately by us or Service Operators, the Participant may newly register the information as a Startrail Registry Record on the Startrail Network.
8.2. Additional Information Registration. If a Startrail Registry Record for Artworks owned or managed by the Participant or exhibited, stored, repaired, sold, or otherwise handled by the Participant is already registered on the Startrail Network, the Participant may add its history information, which constitutes a portion of the Startrail Registry Record. However, to ensure the reliability of the Startrail Registry Record, the Participants shall comply with further provisions stipulated separately by us or Service Operators, such as account identity verification/screening or disclosure of their account names to other Participants, to register or add to the Startrail Registry Record.
8.3. No False Information. The Participants shall not register false information on the Startrail Network when registering or adding to the Startrail Registry Record.
9. CONTRACT TERMS
9.1. Setting of Contract Terms. When registering a Startrail Registry Record, or by adding to a pre-existing Startrail Registry Record, the Artists and the Person who obtained the Artist’s approval may set or record the Contract Terms to be complied with by future Owners of the relevant Artwork or by any Service Operators wishing to handle the Artwork in/on their services in the future.
9.2. Warranty by Artist. When registering the Contract Terms, the Artist warrants that the Artist is the author of the relevant Artwork and holds the sole copyright to the Artwork, or holds joint copyright and has obtained all required authorization from the other copyright holders.
9.3. Warranty by the Person who obtained Artist’s approval. The Person who obtained Artist’s approval warrants that they lawfully obtained approval from the Artist who lawfully hold the copyright or joint copyright and lawful rights of use, that they are registering the Contract Terms with the approval of the copyright holder(s), and that they have all lawful authority necessary to carry out the registration.
10. INDIVIDUAL SERVICE
10.1. Individual Services will have content determined by their respective Service Operators and will be provided in coordination with the Startrail Network. When using Individual Services, the Participants must consent to the Individual Service Terms specified by the Service Operators. Agreements related to the use of Individual Services will be formed with the Service Operator providing the Individual Service and the Participant using the Individual Service. Service Operators and other Participants shall each enter into the agreements under their responsibility and expense.
10.2. The Participants wishing to be newly registered as Owners in a Startrail Registry Record (“New Owner”) must, when taking over as the New Owner on the Startrail Network from the previous Owner, confirm the particular registered as the Contract Terms, and give consent under the Individual Service Terms of any Individual Services that handle the relevant Artwork.
10.3. Service Operators shall make a clear indication on the Individual Service to ensure that New Owners shall appropriately confirm the Contract Terms.
10.4. As of the time a New Owner consents to the Contract Terms under the preceding paragraph, the Contract Terms for use, etc., of the relevant Artwork will be formed between the Artist and the New Owner under the particulars in the Contract Terms. The New Owner shall not breach the particulars of the Contract Terms when handling the Artwork or using images etc., associated with the Artwork on or after the time the New Owner consents to the Contract Terms. The Contract Terms between the Artist and the previous Owner shall, except as otherwise explicitly specified in the Contract Terms, lose effect as of the time the Contract Terms is formed between the Artist and the New Owner.
10.5. When transferring Artworks, Owners shall ensure that before the transfer, the transferee's consent to these Terms and the relevant Individual Service Terms and the Contract Terms.
10.6. The Artists and the Person who obtained Artist’s approval hereby consent that if the use of an Artwork is licensed under the Contract Terms in conjunction with the transfer of the Artwork, the license will transfer from the previous Owner to the New Owner.
11. WITHDRAWAL FROM INDIVIDUAL SERVICE
11.1. Participants may withdraw from the Individual Services in accordance with the Individual Service Terms provided by the Service Operator.
11.2. Due to the nature of the Startrail Network, it is not possible to delete Startrail Registry Record and other information that has already been registered in the Startrail Network after the withdrawal from the Individual Services.
12. INDIVIDUAL TRANSACTION AGREEMENT
12.1. Individual Transaction Agreements executed between Artists, Owners, New Owners, and other Participants will be formed in accordance with the relevant Individual Service Terms and the Contract Terms, on Individual Services used by the Participants, and such information will be recorded on the Startrail Network.
12.2. The Participants that are parties to Individual Transaction Agreements shall perform the Individual Transaction Agreements under these Terms, Individual Service Terms, and the Contract Terms.
12.3. The Participant that is a party to an Individual Transaction Agreement shall not make any manifestations that contradict or breach the particular in these Terms, Individual Service Terms, or the Contract Terms or make any other additional manifestations such as inter-party agreements. If the manifestation has been made, the manifestation will be invalid on the Startrail Network and relevant Individual Services, and except as otherwise explicitly specified herein, we will not be liable for any damage or adversity suffered due to the invalidation. If we or other Participants have suffered damage due to the manifestation, the Participant that made the manifestation will be liable for all damage.
12.4. If a dispute has arisen regarding the validity or performance of an Individual Transaction Agreement, or if there has been an agreement cancellation or any other event that disrupts creditor-debtor relationships or other contractual statuses of the parties of an Individual Transaction Agreement, the event shall be resolved among the parties of the Individual Transaction Agreement. We have no duty to handle the resolution of the event. However, we may adopt any measure it deems necessary if we deem that the Contract Terms must be revised to reflect details in connection with the event, or other cases if the measure is necessary to ensure the accuracy, etc. of information on the Startrail Network. Except as otherwise explicitly specified herein, we will not be liable for any damage suffered by the Participants or third parties due to the measures.
12.5. If an Individual Transaction Agreement is terminated or the circumstances related to an Individual Transaction Agreement have otherwise changed, the parties of the Individual Transaction Agreement shall handle the matter under their responsibility and expense. We have no duty to perform termination processing or the like for any acts that have already been Automatically Executed (defined in 13.1.).
12.6. In the case of the preceding paragraph, if a difference between a Startrail Registry Record and current circumstances has emerged, the parties of the Individual Transaction Agreements shall, under their responsibility and expense, update the Startrail Registry Record to reflect the current situation. If we believe that a Startrail Registry Record must be updated, we may update the Startrail Registry Record at our discretion.
13. SMART CONTRACTS
13.1. We will plan to provide to the Participants, in the form of Smart Contracts, functionality to automatically perform certain obligations under certain Contract Terms (“Automatic Execution” or “Automatically Execute”). Therefore, this Article will apply on the condition of implementation of Smart Contract.
13.2. Terms and conditions subject to Automatic Execution in the Contract Terms shall be in Individual Service Terms or the Contract Terms and may vary depending on the type or specifics of the Contract Terms. The Participants must confirm the agreement specifics subject to Automatic Execution before entering into Individual Transaction Agreements.
13.3. When the Contract Terms obligation subject to Automatic Execution has satisfied a specific condition in the Contract Terms, the obligation shall be Automatically Executed and performed without the need of any manifestation or other action by the parties of the Contract Terms. For example, when royalty payment to the Artist has satisfied a prescribed condition in the applicable Contract Terms, processing for payment to the Artist will be performed automatically on the Startrail Network, and the payment will be performed in full with the completion of the processing.
13.4. The Participants hereby agree that if matters in the Contract Terms pertaining to Individual Transaction Agreements entered into by the Participants (e.g., matters related to the performance of royalty payment to the Artists) can be executed by a Smart Contract, we and Service Operators may execute the matters (e.g., royalty payment) on behalf of the person owing the obligation.
13.5. The Participants desiring Automatic Execution of particular terms and conditions by Smart Contracts must input and save various configuration parameters from being used in Smart Contracts to match the particulars of the Contract Terms recorded using natural language. The Participants that set the terms and conditions must assure, under their responsibility, that there are no contradictions between the Contract Terms and the configuration parameters.
13.6. If Automatic Execution is carried out by a Smart Contract, we shall automatically perform any system processing necessary on the Startrail Network for Automatic Execution under parameters set by the Participant, and if the execution does not occur as intended because the Participant applied an error setting, we will not be liable therefor and have no duty to examine whether the error occurred.
14. ERROR CORRECTION ETC.
14.1. If, concerning information registered on the Startrail Network, there has been a request from another participant concerning any infringement or error information and we have confirmed the same, or if we have discovered the error information (including the case in 12.6.), we may revise, delete or take other necessary action on the registered information.
14.2. If the Participant has breached the provisions of these Terms, Individual Service Terms, or Individual Transaction Agreements or has engaged in a malicious act, we may prohibit the Participant from using the Startrail Network or take other necessary action. The action might result in the Participant being unable to use the Startrail Network, Individual Services, or other services associated therewith.
14.3. If we have reasonably confirmed that a Startrail Registry Record is false or contrary to the Artist’s intentions, in whole or in part, or has otherwise determined that in view of the purposes of the Startrail Network, the information must be corrected, deleted or subjected to other appropriate measures, in whole or in part, we may take the measures at our discretion regarding the Startrail Registry Record.
14.4. Except as otherwise explicitly specified herein, we will not be liable for any damage suffered by the Participants or other third parties due to taking action in the preceding two paragraphs.
15. OWNERSHIP OF RIGHTS
15.1. All intellectual property rights related to the Startrail Network and content on the Startrail Network (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) belong to us or to third parties with due authority that have duly licensed the use of the rights to us. However, rights related to Artworks belong to Artists or other persons having due authority thereover.
15.2. Except for the rights explicitly authorized herein, the Participants shall not acquire any rights or interests regarding the intellectual property rights in the preceding paragraph; all rights and interests shall be retained by us.
15.3. The Participants shall not use the Startrail Network or content on the Startrail Network beyond the extent explicitly authorized herein.
15.4. The Participants shall not sell, edit, process, adapt or otherwise modify, redistribute, sublicense or assign the Startrail Network or content on the Startrail Network in whole or in part.
16. LOGOS, ETC.
16.1. The Participants shall not use logos or images bearing our name or service names (the “Names”), except where expressly authorized herein by us.
16.2. Notwithstanding the provisions of the preceding paragraph, Service Operators shall identify the Names under methods and content designated by us.
16.3. When using the Names with our express authorization, the Participants shall not remove, modify, tamper with or otherwise alter the elements of the Names in whole or in part.
16.4. When using the Names with our express authorization, the Participants shall not use the Names in a manner defamatory of our image or in a manner that might cause confusion that services provided by the Participants are the same as our services.
17. PROHIBITED ACTIVITIES
17.1. The Participants shall not engage in any of the conduct indicated below when using the Startrail Network:
17.1.1. Registering false information on the Startrail Network in their account names, Artwork information, the Contract Terms, or any other registered information;
17.1.2. Tampering with, erasing or otherwise modifying information related to 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;
17.1.3. Creating multiple accounts for the same person;
17.1.4. Establishing or attempting to establish accounts using a fictitious name, another person’s name, or any other name besides one’s own, or, conducting transactions connected with the activity, or declaring false information to us in all or some of the information registered for an account;
17.1.5. Improperly accessing or using systems related to the Startrail Network;
17.1.6. Writing or transmitting harmful computer programs or the like to the Startrail Network;
17.1.7. Reverse assembling, decompiling, reverse engineering, or otherwise disassembling and analyzing the Startrail Network;
17.1.8. Conduct which will hinder the operation of the Startrail Network;
17.1.9. Engaging in, or attempting to engage in, conduct that is deemed to be a duplicate transfer of ownership rights to Artworks or an assignment of claims under an Individual Transaction Agreement;
17.1.10. 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 services in connection with the foregoing;
17.1.11. Conduct connected with criminal acts or contrary to public order and morality;
17.1.12. Antisocial conduct that violates or is likely to violate laws, regulations, or public order and morality;
17.1.13. Conducting or using the Startrail Network 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 the act, similar laws and regulations of other countries, or the like;
17.1.14. Infringing or defaming the privacy of communication, property, privacy, publicity rights, honor, or credit of any third parties or us;
17.1.15. 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 Startrail Network without permission;
17.1.16. Conduct injurious to our reputation or the Startrail Network; and
17.1.17. In addition to the foregoing, any conduct that will, or that is likely to, impede the operation of the Startrail Network, or harm the rights or interests of third parties or us;
17.2. Except with our explicit permission, the Participants shall not save duplicates of information obtained from the Startrail Network on third-party databases or use the information for any purpose other than the purposes of use specifically authorized in these Terms.
17.3. Unless authorized in advance by us, the Participants shall not sell, lend, license, or otherwise permit the use of the Startrail Network to third parties, regardless of whether the use is for free or for a charge. When using the Startrail Network on behalf of third parties with our prior consent, the Participants shall not obtain consideration from the third parties for the use of the Startrail Network.
17.4. We have no duty to provide services related to the Startrail Network to persons who use or attempt to use the Startrail Network in a manner not in accordance with these Terms (the “Breaching Users”). We may restrict the Breaching Users’ use of the Startrail Network or take other similar measures at our discretion. We will not be liable for any damage or other adversity suffered by the Breaching Users due to the measures.
18.1. Except as otherwise explicitly specified herein, the Participants shall indemnify, under their responsibility and expense, from any damage suffered by us or third-parties due to the Participants’ breach of these Terms or use of the Startrail Network.
18.2. Except as otherwise explicitly specified herein, the Participants shall defend and indemnify us against all third-party claims, litigation, and the like arising in connection with the use of the Startrail Network. All matters shall be handled and resolved between the Participants and third parties, and we will not be liable thereto.
19. SUSPENSION ETC. OF SERVICE
We may suspend or interrupt the provision of the Startrail Network in whole or in part, without prior notice to the Participants, in any of the followings:
19.1. In the case of emergency inspection or maintenance work on systems related to the Startrail Network 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 Startrail Network 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 Startrail Network at our sole discretion.
21. DISCLAIMER OF WARRANTIES
21.1. We do not guarantee the truth or falsity of the information recorded on the Startrail Network. The Participants shall determine the reliability of the information based on the name of the registrant or other information therein. Information registered by the Participants that have not made their address names public will be treated as the information registered by anonymous participants.
21.2. We do not guarantee that there will not be mistakes, errors, bugs, or service interruptions in/on the Startrail Network or information obtained by the Participants through the Startrail Network, or on the safety, reliability, correctness, suitability for fitness of specific purposes, usability, or completeness of the Startrail Network or information obtained by the Participants through the Startrail Network.
21.3. The particulars of terms and conditions that are set forth using natural language and stored as the Contract Terms will be stipulated and determined by Artists or Person who obtained Artist’s approval. The validity of the particulars is to be confirmed personally by the Artist or the Person who obtained Artist’s approval and is not guaranteed by us.
21.4. The Contract Terms are executed between the Artist that set the Contract Terms and the Owner, and in the case of a breach of the Contract Terms, any damage compensation or other resolution shall be handled between the parties. The services provided to the Participants by us are services that provide the Contract Terms set forth by the Artists or the Person who obtained Artist’s approval on the Startrail Network, and we will not be liable for resolving disputes related to the Startrail Network.
22. LIMITATION OF LIABILITY
22.1. Scope of Our Liability. Any liability owed by us to the Participant shall be limited to direct and ordinary damages suffered by the Participant (excluding profits obtained through the sale of Artworks or other use of purchased Artworks, and damage arising due to special circumstances), and except for arising due to willful misconduct or gross negligence on us, the maximum amount of damages shall be the total costs actually paid by the Participant in connection with Individual Transaction Agreements related to the relevant damage (or, if no costs were paid, 500,000 yen).
22.2. Consumer Contract. Notwithstanding the provisions of the preceding paragraph or any other provisions exempting us from liability under other terms and conditions hereof, if an agreement between the Participant and us is a consumer contract under the Consumer Contract Act, the liability-limitation provisions will not apply in relation to our obligations to pay damages to the Participant under the consumer contract.
23. ASSUMPTION OF RISK
23.1. Use of Blockchain. The Startrail Network 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 Startrail Network. Because of the nature of Polygon, once information is inputted to the Startrail Network, it cannot be deleted after the fact. The Participants confirm that we will not be liable for any damage due to a Polygon system malfunction or due to the nature of Polygon.
23.2. 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 Startrail Network. Therefore, it may affect the potential utility or value of the Startrail Network from the Participants.
24. FORCE MAJEURE
Except as otherwise explicitly specified herein, we will not be liable for damage due to natural disaster 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 Startrail Network for machine failure or maintenance, manipulation or divulgence of information by third parties, or other events.
25. EXCLUSION OF ANTISOCIAL FORCES
25.1. Representations and Warranties. The Participants 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:
25.1.1. 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;
25.1.2. 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.;
25.1.3. Having a relationship that can be deemed to constitute involvement with the Antisocial Forces, such as by providing funds or granting conveniences thereto; or
25.1.4. If an officer or person substantially involved in management has a socially objectionable relationship with the Antisocial Forces.
25.2. Prohibited Activities. The Participants shall not engage in conduct falling under any of the following items, either directly or through third parties:
25.2.1. Making violent demands;
25.2.2. Making improper demands in excess of legal liability;
25.2.3. Engaging in threatening speech or conduct or using violence in connection with a transaction;
25.2.4. Spreading rumors or using fraudulent means or force to damage the reputation or obstruct the business of a counterparty; or
25.2.5. Other conduct equivalent to the foregoing.
26. ASSIGNMENT OF CONTRACTUAL STATUS ETC.
26.1. Except as otherwise explicitly specified in these Terms, Individual Service Terms, or Contract 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 Participants) without our prior written consent.
26.2. When an Assignment of Contractual Status etc. has been made, the outcome of the Assignment of Contractual Status etc. cannot be reflected on the Startrail Network without our consent.
26.3. 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 Participant 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.
27. BUSINESS TRANSFER
If we have transferred to a third party its business related to the Startrail Network 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 Participants to the transferee or other counterparty of the Business Transfer, and the Participants shall be deemed to have consented in advance under this paragraph to the Business Transfer.
28. CHANGE OF TERMS
28.1. We may change these Terms at any time at our discretion. We shall publish amended Terms on our website (http://startrail.io). When these Terms are amended, we will publicly announce on the Startrail Network or by our prescribed method or will notify the Participants of the change of these Terms and the effective date.
28.2. For any change of these Terms for which the Participants’ consent is required under applicable laws, we will obtain the Participants’ consent using our prescribed method.
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.
30. GOVERNING LAW
These Terms and the relationship between the Participants 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.
The Tokyo District Court shall be the exclusive court of first instance for any disputes which may arise in connection therewith.
The Japanese version of these Terms shall be the official version, and in the case of any discrepancy between the Japanese version and these Terms in any other language, the Japanese version will prevail.