Startrail Login (Startrail Key Management Support Service) Terms of Service
As of June 1, 2020
- The “Startrail Login” Terms of Service set forth the terms and conditions of use of the key management support service (“Startrail Login”) provided by Startrail. Users must consent to these Terms before starting use of Startrail Login.
- Startrail Login is a service provided for the purpose of supporting Users’ own management of private keys. Users are the principal agents of such private key management, and Startrail does 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 such devices.
- Users using Startrail Login must consent to the Privacy Policy and Terms and Conditions of Torus Labs (“Torus Policies”), the provider of the systems utilized by Startrail Login. All Users will be deemed to have confirmed the Torus Policies, understood the particulars thereof, and consented thereto.
Torus Privacy Policy (URL: https://docs.tor.us/legal/privacy-policy )
Torus Terms and Conditions (URL: https://docs.tor.us/legal/terms-and-conditions )
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Startrail Network Terms of Service
As of June 1, 2020
These Startrail Terms of Service (“Terms”) set forth the applicable terms and conditions when Startrail Participants (defined in Article 2) use the Startrail Network (defined in Article 2) and the rights and obligations between Startrail Participants and the operator of the Startrail Network (Startbahn, Inc.; hereinafter, “Startrail”).
Startrail Participants must confirm and agree to these Terms before beginning use of the Startrail Network. Please be advised that if you do not agree to these Terms, you will not be granted the right to use the Startrail Network, and therefore will not be allowed to use the Startrail Network.
Table of Contents
1. Purpose
2. Definitions
3. Startrail Network
4. Artwork Registration
5. Individual Services
6. Startrail Smart Contracts
7. Correction of Erroneous Information etc., Breaches
8. Ownership of Rights
9. Startrail Logos, etc.
10. Prohibited Activities
11. Indemnity
12. Suspension etc. of Service
13. Addition/Modification of Functions
14. Disclaimer of Warranties
15. Exclusion of Antisocial Forces
16. Assignment etc. of Contractual Status
17. Amendment etc. of Terms
18. Severability
19. Governing Law and Jurisdiction
20. Language
1. Purpose
The Startrail Network’s purposes include: ensuring the safety and transparency of transactions for Artworks; encouraging the distribution of and transactions for Artworks; and supporting Artists. To fulfill these purposes, the Startrail Network will allow Startrail Participants to store and reference information concerning Artworks and information concerning Artwork transactions across individual services affiliated with the Startrail Network, and to store and reference information concerning agreements regarding Artworks, and, will, in accordance with advancements in the Startrail Network, gradually provide functionality to automatically execute certaion aspects of such agreements.
Startrail Participants will be entitled to use the Startrail Network, in accordance with the provisions of these Terms, after they have understood and acknowledged the purposes and functions of the Startrail Network.
2. Definitions
For the purposes of these Terms, defined terms will have the meaning set forth below.
2.1. “Startrail Network” means a network provided by Startrail under the “Startrail” name for the purpose of Artwork registration, history management, distribution management, copyright management, and profit distribution. The current Startrail Network comprises data/programs recorded on the Ethereum public chain and servers/databases managed by Startrail.
2.2. “Startrail Participant” means any person who, having consented to these Terms, uses the Startrail Network in accordance with Startrail-prescribed procedures; provided, however, that consent hereto 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 also consenting to these Terms when consenting to the Service Operator Terms; and
2.2.2. When joining the Startrail Network in any capacity other than a Service Operator, by a method of also consenting to these Terms when consenting to the Startrail Login Terms of Service or Individual Service Terms.
2.3. “Startrail Registry Record” means a series of information that is 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, year of production, materials, size, edition information, and Artwork Terms Information.
2.4. “Artwork” means any artwork that is the subject of a Startrail Registry Record recorded on Startrail, or is intended for sale/purchase etc. in connection with certain Individual Services.
2.5. “Artist” means any person who is the Artist of an Artwork and holds the sole copyright to such Artwork or holds a joint copyright in such Artwork as a co-author.
2.6. “Artist Agent” means an agent that has been entrusted by an Artist to register Artwork Terms Information on behalf of such Artist and conduct transactions pursuant to such Artwork Terms Information on behalf of such Artist.
2.7. “Service Operator” means a provider that, having consented to the Service Operator Terms separately set forth by Startrail, provides an Individual Service, such as 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 are provided by Service Operators to Startrail Participants, and are undertaken in accordance with applicable terms of service in conformity with the Service Operator Terms.
2.9. “Service Operator Terms” means terms and conditions separately set forth by Startrail that set forth forth the applicable terms and conditions when Service Operators use the Startrail Network to provide Individual Services, and the rights and obligations between such Service Operators and Startrail.
2.10. “Individual Service Terms” means terms and conditions that are in conformity with the Service Operator Terms and that set forth the rights and obligations between Service Operators and the users of Individual Services provided by such Service Operators.
2.11. “Owner” means a person that is recorded on Startrail as the holder of ownership rights to an Artwork, in accordance with the procedures set forth herein and in the Individual Service Terms.
2.12. “Artwork Terms Information” is information concerning agreements between Startrail Participants that is set or recorded for each Artwork as part of its Startrail Registry Record, and comprises Owner Terms Information and Operator Terms Information. “Terms Information” means transaction conditions regarding such Artwork set forth by Artists or Artist Agents in accordance with Startrail-prescribed procedures.
2.13. “Owner Terms Information” means terms and conditions recorded on Startrail that are executed by and between an Artist or Artist Agent and a Startrail Participant that is newly becoming the Owner.
2.14. “Operator Terms Information” means terms and conditions recorded on Startrail that are executed by and between an Artist or Artist Agent and a Service Operator.
2.15. “Individual Transaction Agreement” means agreements related to the sale/purchase, brokering for sale/purchase, or other use of Artworks, that are executed through the Startrail Network by and between Artists, Owners, persons who newly become Owners by accepting Artworks from previous Owners (sometimes referred to as “New Owners”), and other Startrail Participants.
2.16. “Startrail Smart Contract” means a function for automatically executing, in accordance with these Terms or Individual Service Terms, the fulfillment of certain obligations under Individual Transaction Agreements pursuant to certain Artwork Terms Information. The fulfillment of obligations that are subject to Startrail Smart Contracts shall be specified in the relevant Individual Service Terms or Artwork Terms Information.
2.17. “Artwork Registration” means the act of registering a Startrail Registry Record.
2.18. “Artist Certification” means the act of an Artist (or another appropriate User) consenting to and certifying a Startrail Registry Record. Artist Certification will apply to a Startrail Registry Record as of the time such Artist Certification is given, and in the case where a Startrail Registry Record is amended, revised or otherwise modified, a new Artist Certification shall be required for such Startrail Registry Record as amended, revised or otherwise modified.
3. Startrail Network
3.1. Persons (hereinafter including legal persons) seeking to become Startrail Participants must consent to the following terms and conditions and perform the actions specified in such items before beginning use of the Startrail Network:
3.1.1. Persons seeking to join the Startrail Network as Service Operators must consent to these Terms and the Service Operator 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 must join the Startrail Network via a specific Individual Service, and must consent to these Terms and the relevant Individual Service Terms.
3.2. By using Startrail Login when giving consent as specified in the preceding paragraph, Startrail Participants will be entitled to create an Ethereum addresses on Torus, an external service.
3.3. Startrail Participants shall use the Startrail Network, register information signed using their private keys for their Ethereum addresses on the Startrail network, and manage such private keys, all under their own responsibility and at their own expense.
3.4. Startrail Participants are entitled to record Startrail Registry Records on the Ethereum blockchain in conjunction with the use of the Startrail Network. This Startrail Registry Record will be publicly accessible in the Ethereum blockchain. Startrail Participants acknowledge, in advance, that in cases where Startrail Registry Records contain Personal Information of such Startrail Participants, this Personal Information will be publicly available. In addition, where such Startrail Registry Records contain Personal Information of third parties, the relevant Startrail Participant agrees to obtain the consent of such third parties to publicly disclose such information on the Ethereum blockchain. For clarity, the Startrail Registry Record is recorded directly on the Ethereum blockchain by Startrail Participants, and Startrail will not directly obtain such information from Startrail Participants.
3.5. Startrail Participants in the following situations are not entitled to use the Startrail Network:
3.5.1. Persons who in the past have breached these Terms, the Service Operator Terms, or Individual Service Terms, or persons who are likely to breach the same;
3.5.2. Persons who have not consented to these Terms, the Service Operator Terms, or Individual Service Terms; or
3.5.3. Any other persons deemed unsuitable by Startrail.
3.6. Where a Startrail Participant is a minor or otherwise has restricted legal capacity, such Startrail Participant must, prior to beginning use of the Startrail Network, obtain the consent of a parent or legal guardian as required under applicable laws and regulations, or otherwise obtain the appropriate authority as required under applicable laws and regulations.
3.7. Startrail Participants shall not disclose their private keys for their addresses to third parties. Startrail will bear no liability whatsoever for any damage suffered as a result of Startrail Participants disclosing or divulging private keys to third parties, except where explicitly specified otherwise herein or in the Startrail Login Terms of Service.
3.8. Startrail grants Startrail Participants the right to use the Startrail Network only in accordance with the terms and conditions set forth in these Terms, the Service Operator Terms, and Individual Service Terms, and, if necessary, in accordance with the terms and conditions separately set forth by Startrail.
3.9. Personal information related to Startrail Participants will not be saved on the Startrail Network, except in the following cases:
3.9.1. Information registered as a Startrail Registry Record (Artist name, etc.); and
3.9.2. Address names (for e.g., Artist, businesses handling Artwork, etc.) of Startrail Participants that, as registrants or revisers of Startrail Registry Records, have consented to the disclosure of their Ethereum address names to other Startrail Participants, in order to ensure the reliability of such Startrail Registry Records.
3.10. Startrail is not obligated 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 (“Breaching Users”), and is entitled to restrict Breaching Users’ use of the Startrail Network or take other similar measures at Startrail’s discretion. Startrail will bear no liability whatsoever for any damage or other adversity suffered by Breaching Users as a result of such measures.
4. Artwork Registration
4.1. In the case where information related to Artworks owned or managed by a Startrail Participant has not yet been registered on Startrail in accordance with a format designated separately by Startrail, such Startrail Participant will be entitled to newly register such information as a Startrail Registry Record on the Startrail Network. Further, in the case where a Startrail Registry Record for Artworks owned or managed by a Startrail Participant or exhibited, stored, repaired, sold or otherwise handled by such a Startrail Participant is already registered on the Startrail Network, the Startrail Participant will be entitled to add its history information, which constitutes a portion of such Startrail Registry Record; provided, however, that to ensure the reliability of the Startrail Registry Record, Startrail Participants will be required to comply with further provisions stipulated separately by Startrail or Service Operators, such as account identity verification/screening or disclosure of their account names to other Startrail Participants, in order to register or add to the Startrail Registry Record.
4.2. Startrail Participants shall not register false information on the Startrail Network when registering or adding to the Startrail Registry Record.
4.3. When registering a Startrail Registry Record, or by adding to a pre-existing Startrail Registry Record, Artists and Artist Agents will be able to set or record Artwork Terms Information to be complied with by future Owners of the relevant Artwork or by any Service Operators wishing to handle such Artwork in/on their own services in the future.
4.4. When registering Artwork Terms Information, Artists and Artist Agents will warrant that the Artist in question is the author of the relevant Artwork and holds the sole copyright to such Artwork, or holds a joint copyright therein and has obtained all required consent or authorization from the other copyright holders. Further, Artists and Artist Agents shall not register false information on the Startrail Network.
5. Artist Agents shall warrant that they are agents lawfully entrusted by Artists who lawfully hold copyright or joint copyright and lawful rights of usage, that they are registering Artwork Terms Information with the approval of the copyright holder(s), and that they have all lawful authority necessary to carry out such registration.
4.6. In a case where a Startrail Registry Record has been registered by an Artist or Artist Agent on the Startrail Network or where, after registration by another Startrail Participant, registered information is certified by an Artist or Artist Agent, it will be recorded on the Startrail Network that such Startrail Registry Record has received Artist Certification. In other words, Startrail Registry Record showing no Artist Certification has not been certified by the relevant Artist.
4.7. In the case where Artwork Terms Information has been registered on the Startrail Network by an Artist or Artist Agent (including changes after initial registration), it will be recorded on the Startrail Network that such Artwork Terms Information has received Artist Certification. In other words, Artwork Terms Information showing no Artist Certification has not been certified by the relevant Artist, and agreements between Artists and Startrail Participants under such Artwork Terms Information are deemed to have not been validly formed.
4.8. Startrail makes no guarantee as to the truth or falsity of the information recorded on the Startrail Network. Startrail Participants shall make their own judgments as to the reliability of such information, on the basis of the name of the registrant or other such information therein. Information registered by Startrail Participants that have not made their own address names public will be treated as information registered by anonymous participants.
4.9. In the case where Startrail has 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, such information must be corrected, deleted or subjected to other appropriate measures, in whole or in part, Startrail will be entitled to take such measures at its discretion in respect of such Startrail Registry Record. In such cases, except where explicitly specified otherwise herein, Startrail will not owe damage liability or any other liability for damage suffered by Startrail Participants etc. as a result of such measures.
5. Individual Services
5.1. 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, Startrail Participants must consent to the Individual Service Terms specified by such Service Operators. Agreements related to the use of Individual Services will be formed with the Service Operator providing the Individual Service and the Startrail Participant using such Individual Service. Service Operators and other Startrail Participants shall each enter into and fulfill such agreements under their own responsibility and at their own expense.
5.2. Startrail Participants wishing to be newly registered as Owners in a Startrail Registry Record (“New Owners”) must, when taking over as the New Owner on the Startrail Network from the previous Owner, confirm the particulars being registered as the Owner Terms Information in the relevant Artwork Terms Information, and give consent in accordance with the Individual Service Terms of any Individual Services that handle the relevant Artwork. Further, Service Operators will make a clear indication in/on their services to ensure that New Owners can appropriately recognize and confirm such Owner Terms Information, and will, in addition, be obligated to notify Startrail without delay to ensure that the Startrail Network records that such New Owner has confirmed and consented to such Owner Terms Information.
5.3. As of the time a New Owner consents to Owner Terms Information pursuant to the preceding paragraph, an Individual Transaction Agreement for use, etc. of the relevant Artwork will be formed between the Artist and the New Owner under the particulars indicated in such Owner Terms Information. The New Owner shall not breach the particulars of such Owner Terms Information when handling the Artwork or using images etc. associated with the Artwork on or after the time such New Owner consents to the Owner Terms Information pursuant to the preceding paragraph. Further, the Individual Transaction Agreement between the relevant Artist and the previous Owner shall, except where explicitly specified otherwise in such Individual Transaction Agreement, lose effect going forward as of the time the Individual Transaction Agreement is formed between the Artist and the New Owner.
5.4. When transferring Artworks, Owners are obligated to ensure that prior to such transfer, the transferees consent to these Terms and the relevant Individual Service Terms and Artwork Terms Information.
5.5. Artists consent in advance that in the case where use of an Artwork is licensed under an Individual Transaction Agreement, in conjunction with the transfer of such Artwork, the usage rights thereto will transfer from the previous Owner to the New Owner.
5.6. A Service Operator wishing to provide the brokering of a sale/purchase or other handling for an Artwork registered on the Startrail Network must, when providing such services, confirm the particulars recorded as Operator Terms Information in the relevant Artwork Terms Information, and give consent under the Individual Service Terms of Individual Services handling such Artwork. A Service Operator will be deemed to have confirmed and consented to such Artwork Terms Information when such Service Operator actually handles the Artwork. As of the time of such consent, an Individual Transaction Agreement for use, etc. of the Artwork will be formed between the Artist and Service Operator under the particulars set forth in the Operator Terms Information. Further, Service Operators handling Artworks registered on the Startrail Network are obligated to notify Startrail without delay to ensure that records related to handling by such Service Operators are recorded on the Startrail Network.
5.7. Service Operators handling Artworks shall not breach the particulars of Operator Terms Information when handling Artworks.
5.8. Individual Transaction Agreements executed via the Startrail Network between Artists, Owners, New Owners and other Startrail Participants will be formed in accordance with the relevant Individual Service Terms and Artwork Terms Information, on Individual Services used by Startrail Participants.
5.9. Startrail Participants that are parties to Individual Transaction Agreements will be obligated to perform such Individual Transaction Agreements in accordance with these Terms, Service Operator Terms, Individual Service Terms, and Artwork Terms Information.
5.10. Individual Transaction Agreements can be executed and performed only on the Startrail Network and Individual Services, and Startrail Participants hereby fully acknowledge such fact when joining the Startrail Network.
5.11. A Startrail Participant that is a party to an Individual Transaction Agreement shall not make any manifestations of intent that contradict or breach the particulars set forth in these Terms, Service Operator Terms, Individual Service Terms, or Artwork Terms Information, or make any additional other manifestations of intent such as inter-party agreements. In the event that such a manifestation of intent has been made, said manifestation of intent will be invalidated on the Startrail Network and relevant Individual Services, and except where explicitly specified otherwise herein, Startrail will bear no liability for any damage or adversity suffered as a result of such invalidation. Further, in the case where Startrail or other Startrail Participants have suffered damage as a result of such a manifestation of intent, the Startrail Participant that made such manifestation of intent will be obligated to bear responsibility for any and all such damage.
5.12. In the case where a dispute has arisen regarding the validity or fulfillment of an Individual Transaction Agreement, or where 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, such event shall be resolved among the parties of such Individual Transaction Agreement, and Startrail will not be obligated to handle the resolution of such event; provided, however, that Startrail will be entitled to adopt any measure it deems necessary if Startrail deems that the Artwork Terms Information must be revised to reflect details in connection with such an event, or in other cases where such a measure is necessary to ensure the accuracy etc. of information on the Startrail Network. Except where explicitly specified otherwise herein, Startrail will not be obligated to bear responsibility for any damage suffered by Startrail Participants or third parties as a result of such measures.
6. Startrail Smart Contracts
6.1. Startrail will, in connection with certain Artwork Terms Information, provide to Startrail Participants, in the form of Startrail Smart Contracts, functionality to automatically carry out the fulfillment of certain obligations under Individual Transaction Agreements (“Automatic Execution” or “Automatically Execute”).
6.2. Terms and conditions subject to Automatic Execution in Individual Transaction Agreements shall be set forth in Individual Service Terms or Artwork Terms Information, and may vary depending on the type or specifics of such Individual Transaction Agreements. Startrail Participants must confirm the agreement specifics subject to Automatic Execution prior to entering into Individual Transaction Agreements.
6.3. When an Individual Transaction Agreement obligation subject to Automatic Execution has satisfied a specific condition set forth in the Individual Transaction Agreement, such obligation shall be Automatically Executed and fulfilled without need of a manifestation of intent or other action by the parties of such Individual Transaction Agreement. For example, when an obligation to pay a Royalty Amount to an Artist has satisfied a prescribed condition set forth in the applicable Individual Transaction Agreement, processing for payment to such Artist will be carried out automatically on the Startrail Network, and the payment obligation will be fulfilled in full with the completion of such processing.
6.4. Startrail Participants shall agree in advance that in the case where matters set forth in Artwork Terms Information pertaining to Individual Transaction Agreements entered into by such Startrail Participants (e.g., matters related to the fulfillment of Royalty Amount payment obligations to Artists) can be executed by means of a Startrail Smart Contract, Startrail and Service Operators may execute such matters (e.g., payment of the Royalty Amount) on behalf of the person owing the relevant fulfillment obligation.
6.5. Startrail Participants desiring Automatic Execution of particular terms and conditions by means of Startrail Smart Contracts must input and save various configuration parameters to be used in such Startrail Smart Contracts, so as to match the particulars of Terms Information recorded using natural language. Startrail Participants that set such terms and conditions must assure, under their own responsibility, that there are no contradictions between Artwork Terms Information and such configuration parameters.
6.6. In the case where Automatic Execution is carried out by means of a Startrail Smart Contract, Startrail shall automatically perform any system processing necessary on the Startrail Network for Automatic Execution in accordance with parameters set by the relevant Startrail Participant, and if the execution does not occur as intended because such Startrail Participant applied an erroneous setting, Startrail will not be liable therefor and will bear no responsibility to examine whether such an error occurred.
6.7. In the case where an Individual Transaction Agreement is cancelled or the circumstances related to an Individual Transaction Agreement have otherwise changed, the parties of such Individual Transaction Agreement shall handle the matter under their own responsibility and at their own expense. Startrail will not be obligated to perform cancelation processing or the like for any acts that have already been Automatically Executed.
6.8. In the case specified in the preceding paragraph, if a difference between a Startrail Registry Record and current circumstances has emerged, the parties of the relevant Individual Transaction Agreements will be obligated, under their own responsibility and at their own expense, to update such Startrail Registry Record so as to reflect the current situation. In the case where it has been confirmed on Startrail that a Startrail Registry Record must be updated, Startrail will be entitled to update such Startrail Registry Record at its discretion, but will not be obligated to do so.
7. Correction of Erroneous Information etc., Breaches
7.1. In the case where, with respect to information registered on the Startrail Network, there has been a request from another participant concerning a rights infringement or erroneous information and Startrail has confirmed the same, or in the case where Startrail has discovered such erroneous information (including the case set forth in Article 8, Paragraph 8), Startrail may, on its own authority, revise, delete or take other necessary action in respect of the registered information.
7.2. In the case where it has been found that a Startrail Participant has breached the provisions of these Terms, Individual Service Terms, Service Operator Terms, or Individual Transaction Agreements, or has engaged in a malicious act, Startrail may prohibit such participant from using the Startrail Network or take other necessary action. Such action may result in the Startrail Participant being unable to use the Startrail Network, Individual Services, or other services associated therewith.
7.3. Except where explicitly specified otherwise herein, Startrail will not owe damage liability or any other liability for damage suffered by Startrail Participants or other third parties as a result of taking action as set forth in the preceding two paragraphs.
8. Ownership of Rights
8.1. 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) will belong to Startrail or to third parties with due authority that have that have duly licensed the use of such rights to Startrail; provided, however, that rights related to Artworks will belong to Artists or other persons having due authority thereover.
8.2. Except for the rights explicitly authorized herein, Startrail Participants shall not acquire any rights or interests in regard to the intellectual property rights as specified in the preceding paragraph; all such rights and interests shall be retained by Startrail.
8.3. Startrail Participants shall not use the Startrail Network or content on the Startrail Network beyond the extent explicitly authorized herein.
8.4. Startrail Participants are not entitled to 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.
9. Startrail Logos, etc.
9.1. Startrail Participants shall not be entitled to use logos or images bearing the Startrail company name or service names (“Names”), except where expressly authorized herein by Startrail.
9.2. Notwithstanding the provisions of the preceding paragraph, Service Operators are obligated to identify Names regarding Startrail, in accordance with methods and content designated elsewhere by Startrail.
9.3. Even when using Names with Startrail’s express authorization, Startrail Participants shall not be entitled to remove, modify, tamper with or otherwise alter the elements of the Names in whole or in part.
9.4. Even when using Names with Startrail’s express authorization, Startrail Participants shall not be entitled to use such Names in a manner defamatory of Startrail’s image or in a manner that may cause confusion that services provided by such Startrail Participants are the same as Startrail’s services.
10. Prohibited Activities
10.1. Startrail Participants shall not engage in any of the conduct indicated below when using the Startrail Network:
10.1.1. Registering false information on the Startrail Network in their account names, Artwork information, Artwork Terms Information, or any other registered information;
10.1.2. 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;
10.1.3. Creating multiple accounts for the same person;
10.1.4. 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 such activity, or declaring false information to the Company in all or some of the information registered for an account;
10.1.5. Improperly accessing or using systems related to the Startrail Network;
10.1.6. Writing or transmitting harmful computer programs or the like to the Startrail Network;
10.1.7. Reverse assembling, decompiling, reverse engineering or otherwise disassembling and analyzing the Startrail Network;
10.1.8. Conduct which will hinder the operation of the Startrail Network;
10.1.9. 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;
10.1.10. 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;
10.1.11. Conduct connected with criminal acts or contrary to public order and morality;
10.1.12. Antisocial conduct that violates or is likely to violate laws, regulations, or public order and morality;
10.1.13. 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 said act, similar laws and regulations of other countries, or the like;
10.1.14. Infringing or defaming the privacy of communication, property, privacy, publicity rights, honor, or credit of any third parties or Startrail;
10.1.15. Conduct infringing or likely to infringe copyrights, trademark rights or other intellectual property rights of third parties or Startrail, including downloading, modifying or overwriting text, images or other content on the Startrail Network without permission;
10.1.16. Conduct injurious to the reputation of Startrail or the Startrail Network; and
10.1.17. 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 Startrail;
10.2. Except with Startrail’s explicit permission, Startrail Participants are not entitled to save duplicates of information obtained from the Startrail Network on third-party databases, or use such information for any purpose other than the purposes of use specifically authorized in these Terms.
10.3. Unless authorized in advance by Startrail, Startrail Participants shall not sell, lend, license, or otherwise permit the use of the Startrail Network to third parties, regardless of whether such use is for free or for a charge. Further, when using the Startrail Network on behalf of third parties with Startrail’s prior consent, Startrail Participants shall not obtain consideration from such third parties for use of the Startrail Network.
11. Indemnity
10.1. Except where explicitly specified otherwise herein, Startrail Participants shall provide indemnification, under their own responsibility and at their own expense, for any damage suffered by Startrail or third parties as a result of such Startrail Participants’ breach of these Terms or use of the Startrail Network.
10.2. Except where explicitly specified otherwise herein, Startrail Participants shall defend and indemnify Startrail against all third-party claims, litigation and the like arising in connection with use of the Startrail Network. All such matters shall be handled and resolved between such Startrail Participants and third parties, and Startrail shall bear no responsibility thereto.
12. Suspension etc. of Service
Startrail shall be entitled to suspend or interrupt the provision of the Startrail Network in whole or in part, without advance notice to Startrail Participants, in any of the following cases:
12.1. In the case of emergency inspection or maintenance work on systems related to the Startrail Network or other Company systems;
12.2. In the case where 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;
12.3. In the case where 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
12.4. In any other case where Startrail deems suspension or interruption necessary.
13. Addition/Modification of Functions
Startrail will be entitled to add to/modify the content and functions of the Startrail Network at its sole discretion.
14. Disclaimer of Warranties
14.1. Startrail makes no guarantee that there will not be mistakes, errors, bugs or service interruptions in/on the Startrail Network or information obtained by Startrail Participants through the Startrail Network, or as to the safety, reliability, correctness, suitability for specific purposes, usability, or completeness of the Startrail Network or information obtained by Startrail Participants through the Startrail Network.
14.2. The particulars of terms and conditions that are set forth using natural language and stored as Artwork Terms Information will be stipulated and determined by Artists or Artist Agents; the legal validity of such particulars is to be confirmed personally by such Artists or Artist Agents, and is not guaranteed by Startrail. Further, Individual Transaction Agreements, based on mutual understandings regarding specific Artwork Terms Information, are executed by and between the Artist that set such Terms Information and the relevant Owner or Service Operator via the Startrail Network, and in the case of a breach of such an Individual Transaction Agreement, any damage compensation or other resolution shall be handled between such parties. The services provided to Startrail Participants by Startrail are services that provide Artwork Terms Information set forth by Artists or Artist Agents on the Startrail Network, and Startrail is not responsible for resolving disputes related to the Startrail Network.
14.3. Startrail Participants shall use the Startrail Network under their own responsibility, and shall understand and agree that Startrail will not be held liable for any damage occurring as a result of Startrail Participants’ use of the Startrail Network. Further, except where explicitly specified otherwise herein, Startrail will bear no liability for damage occurring due to natural disaster or other force majeure event (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 such events.
14.4. Startrail Participants shall exempt Startrail from any and all damage, liability or claims which may arise in connection with use of the Startrail Network.
14.5. The Startrail Network is a system based on Ethereum, and therefore cannot be used when system malfunctions or the like occur in Ethereum. It is possible that Ethereum upgrades, hard forks in Ethereum, or changes to the method of verifying transactions in Ethereum will have unintended adverse consequences for all blockchains using ERC standards, including Startrail. Further, because of the nature of Ethereum, once information is inputted to the Startrail Network, it cannot be deleted after the fact. Startrail Participants confirm that Startrail will bear no liability for any damage suffered due to an Ethereum system malfunction or due to the nature of Ethereum.
14.6. Notwithstanding the provisions of the preceding paragraphs or any other provisions exempting Startrail from liability under other terms and conditions hereof, in the case where an agreement between a Startrail Participant and Startrail is a consumer contract as set forth in the Consumer Contract Act, the aforesaid liability-exempting provisions will not apply in relation to Startrail’s obligations to pay damages to such Startrail Participant under the agreement that is deemed to be a consumer contract.
14.7. Notwithstanding the provisions of the preceding paragraph, in the case set forth in the preceding paragraph, the damage liability owed by Startrail to a Startrail Participant shall be limited o direct and ordinary damages actually suffered by such Startrail Participant (excluding profits obtained through the sale of Artworks or other use of purchased Artworks, and damage arising due to special circumstances), and except in cases arising due to willful misconduct or gross negligence on the part of Startrail, the maximum amount of damages shall be the total costs actually paid by such Startrail Participant in connection with Individual Transaction Agreements related to the relevant damage (or, where no costs were paid, 500,000 yen).
15. Exclusion of Antisocial Forces
15.1. Startrail 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 (hereinafter, collectively, “Criminal Organization Members etc.”), and that they do not fall under any of the following items, and further covenant that they will not fall under any of the foregoing in the future:
15.1.1. Having a relationship with a group whose management can be deemed to be under the control of or substantially involved with Criminal Organization Members etc., or a relationship with any other equivalent person;
15.1.2. Having a relationship that can be deemed to constitute improper utilization of Criminal Organization Members etc. for the purposes of, for example, obtaining illicit gains for oneself or third parties, or causing damage to third parties;
15.1.3. Having a relationship that can be deemed to constitute involvement with a Criminal Organization Member etc., such as by providing funds or granting conveniences thereto; or
15.1.4. Cases where an officer or person substantially involved in management has a socially objectionable relationship with a Criminal Organization Member etc.
15.2. Startrail Participants covenant that they will not engage in conduct falling under any of the following items, either directly or through third parties:
15.2.1. Making violent demands;
15.2.2. Making improper demands in excess of legal liability;
15.2.3. Engaging in threatening speech or conduct or using violence in connection with a transaction;
15.2.4. Spreading rumors or using fraudulent means or force to damage the reputation or obstruct the business of a counterparty; or
15.2.5. Other conduct equivalent to the foregoing.
16. Assignment etc. of Contractual Status
16.1. Except where explicitly specified otherwise in these Terms, Individual Service Terms, or Artwork Terms Information, the contractual status, rights and obligations under these Terms or Individual Transaction Agreements executed via the Startrail Network cannot be assigned or provided as security (“Assignment”) to third parties (including other Startrail Participants) without the advance written consent of Startrail.
16.2. Even when an Assignment has been carried out, the outcome of such Assignment cannot be reflected on the Startrail Network without the consent of Startrail, and Startrail is not obligated to provide such consent.
16.3. In the case where a third party claiming to have obtained rights through an Assignment has demanded fulfillment from Startrail, if Startrail has refused such fulfillment to such third party or another dispute has arisen between such third party and Startrail, the Startrail Participant that performed the Assignment will be obligated to compensate the Company for the amount that Startrail has fulfilled to such third party, and pay damages to and bear costs incurred by Startrail.
16.4. In the case where Startrail has transferred to a third party its business related to the Startrail Network or has undergone corporate separation, merger, other organizational restructuring, or any other transaction for transfer of business (“Business Transfer”), Startrail will be entitled to assign its contractual status, rights and obligations hereunder and any information obtained from Startrail Participants to the transferee or other counterparty of such Business Transfer, and Startrail Participants shall be deemed to have consented in advance under this paragraph to such Business Transfer.
17. Amendment etc. of Terms
17.1. Startrail will be entitled to amend these Terms at any time at its discretion, and the new Terms as amended will be published on the Startrail website (http://startrail.io). When these Terms are amended, Startrail will publicly announce on the Startrail Network or by other Company-prescribed method, or will notify Startrail Participants of, the fact that these Terms have been amended, the particulars of the amended Terms, and the effective date of such amendments; provided, however, that for any amendments of these Terms for which the consent of Startrail Participants is required under laws and regulations, Startrail will obtain the consent of such Startrail Participants using a Startrail-prescribed method.
17.2. Startrail shall be entitled to amend the specifications of the Startrail Network at any time at its discretion.
18. Severability
In the case where any provision of these Terms or any part of such 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.
19. Governing Law and Jurisdiction
These Terms and the relationship between Startrail Participants and Startrail shall be governed by the laws of Japan, and the Tokyo District Court shall be the exclusive agreed court of first instance for any disputes which may arise in connection therewith.
20. Language
The Japanese version of these Terms shall be the official version hereof, and in the case of a discrepancy between such Japanese version and these Terms as set forth in any other language, the provisions of the Japanese version shall prevail.
End