Terms of Use

These terms of use (“Terms of Use”) prescribe the terms and conditions of use of the service provided through the NFT project “IROIRO” (the “Service”) operated by CyberZ Inc. (the “Company”).  Users of the Service shall use the Service upon consenting in advance to the contents of these Terms of Use and the privacy policy separately prescribed by the Company, and each function of the Service, and the contents and terms and conditions of use of the Service.

Article 1 Contents and Terms and Conditions of Use of the Service

1. The Service is a service in which the Company sells NFTs (the abbreviation for Non-Fungible Tokens, which is a non-fungible token issued on blockchain using blockchain technology; “NFT(s)”) to a user by using Ethereum blockchain (“Product(s)” means NFT sold in the Service).  Regarding the use of Ethereum blockchain, please check the Terms of Use (https://ethereum.org/en/terms-of-use/)separately prescribed by ethereum.org.

2. Users may not sell purchased Products on the Service or purchase a Product from parties other than the Company.

3. A user who is a minor shall use the Service upon obtaining consent of a legal guardian or other legal representative.  If a user uses the Service without the consent of a legal guardian or other legal representative by misrepresenting that it has obtained consent or is of legal age, or otherwise uses deception to make the Company believe that the user is a person with a capacity to act, it may not rescind any juristic act whatsoever in relation to the Service.

Article 2 Wallet

  1. To purchase the Product by using the Service, a user shall prepare MetaMask or any other crypto-asset management wallet at its own responsibility and connect such wallet to the Service by a method prescribed by the Company.
  2. In using the Service, a user shall manage information related to its wallet and account and any other information to be used in usage of the Service (“Account Information”) at its responsibility, and take necessary measures to prevent unauthorized use by third parties and be liable for any acts conducted by itself or a third party by using its Account Information.
  3. The Company may deem that acts conducted by using Account Information are acts by users who are supposed to manage such Account Information.

Article 3 Purchase of Products

1. Users shall apply to purchase Products by a method prescribed by the Company.  When the User sends ETH or any other crypto-asset equivalent to the price of the Product indicated on the Service to the address provided by the Company and upon the Company receiving such crypto-asset, a purchase and sales agreement in relation to the Product (the “Agreement”, and the user in the Agreement shall be “Purchaser”) shall be concluded.

2. Gas fees (“Gas Fees” means fees denominated in ETH paid when using the Ethereum network) necessary for the purchase of Products shall be borne by the user.  The same shall apply to Gas Fees paid by users if the Company cannot receive ETH or other crypto-assets due to a transaction error or other Ethereum network failure.

3. The Company will make certain records in relation to Products and their purchase on Ethereum blockchain for Purchasers and send Products to the wallet address of the Purchaser (“Delivery of Products”), which shall complete the Company’s performance under the Agreement.

4. After Delivery of Products, Purchaser may not terminate, revoke, or cancel the Agreement for any reason or under any circumstance (except when permitted under laws or regulations) and the Company will not accept any refunds or returns.

Article 4 Price and Cost

1. Prices of Products will be indicated on the purchase page of Products as specified by the Company.

2. To purchase Products, in addition to the price of Products, users are required to pay Gas Fees.

3. When any taxes or incidental costs arise in relation to the purchase of Products or use of the Service, users shall bear such taxes or incidental costs.

4. Users shall bear costs in relation to the purchase, installation, or maintenance of devices necessary to use the Service and any communication fees incurred when using the Service.

Article 5 Intellectual Property Rights, etc.

1. The Service, Products sold through the Service, and various contents provided through the Service (collectively, “Contents”), intellectual property rights (meaning copyrights, patents, utility model rights, design rights, trademark rights, and other intellectual property rights (including rights to obtain such rights or to apply for registration, etc. regarding such rights)), image rights, publicity rights, or other moral rights, and proprietary rights and other property rights (collectively, “Intellectual Property Rights, Etc.”) that arise with respect to texts, pictures, program, or any other information composing the Service belong to the Company or to the third party to whom such rights belong.  Acts of permitting use of the Service by the Company and Delivery of Products shall not be construed as transfer of such rights or approval thereof.

2. Notwithstanding the preceding paragraph, the Company may approve certain use of Contents or any other service in relation to Products or provide any other benefits to Purchasers or holders (meaning persons who already hold Products as NFT)of Products.  Such benefit shall be limited to those expressly stated by the Company on the Service.

Article 6 Confirmation of Risks

Users shall confirm and accept the following matters as risks related to the Service:

(1) Uncertainty of information

The Company may provide information in relation to the Products on the website, SNS, and the like but such information is only provided as planned.  The Company does not guarantee the authenticity, certainty, or feasibility of such information.

(2) Risks inherent in the Products

The value of the Products is not guaranteed by a specific person.  There is a possibility of program bugs and other risks inherent in the Service and the Products.

(3) Liquidity risk

The Company does not guarantee that Users who purchase the Products will have an opportunity to conduct P2P transactions or exchange the Products for ETH or other crypto assets in the future.

(4) Risks due to hard forks

Since the Products are issued using Ethereum blockchain, there is a risk of loss of compatibility and other risks due to a hard fork occurring in the blockchain.

(5) Cyber attack risks

There is a risk that the Products held by Users may be sent or otherwise provided to third parties without permission due to cyber attacks.

(6) Risks due to networks

Since the transactions of the Products are conducted using blockchain, there is a possibility that the granting of the Products may require a certain period due to the operation of the blockchain, and the granting of a Product may not be reflected in the transaction history on the blockchain, or the granting of a Product may be cancelled and the Product may disappear.

(7) Risks regarding wallet management

There is a possibility that Users will not be able to use the Products due to loss of secret keys of wallets used for the Service or other setting information or other insufficient management of wallets.

(8) Risk of changes to laws, regulations, or taxation

An unexpected loss might occur to Users due to limitation of use of the Service or the Products or other disadvantage due to changes to laws, regulations, taxation, or other policies related to the Service or the Products.

(9) Risks of types and numbers of the Products

Due to the limited type and number of the Products sold by the Company on the Service, there is a possibility that Users will not be able to purchase the desired Products.

Article 7 Prohibited Matters

1. Users shall not conduct any acts prescribed in each of the following items or acts that are likely to fall under any of the following items.

(1) an act that breaches laws, regulations, public orders, good morals, or these Terms of Use;

(2) a criminal act or an act linked to crime, or act of supporting or encouraging such acts;

(3) an act that infringes Intellectual Property Rights, Etc. of the Company or a third party;

(4) an act of altering, damaging, reverse assembling, reverse compiling, or reverse engineering Products, Contents in relation to Products, or the Service;

(5) an act of acquiring or encouraging acquisition of Products and Contents in relation to Products by fraudulent means, and an act of fraudulently redistributing Products and Contents in relation to Products;

(6) an act of unreasonably discriminating or slandering the Company or a third party or damaging the reputation or credit of the Company or the Service;

(7) an act aimed at profit-making conducted without obtaining the approval of the Company;

(8) an act that causes damage to the Company or a third party;

(9) an act that obstructs the operation of the Service;

(10) an act of purchasing Products by a citizen, inhabitant, resident, or visitor in a country or area where purchase of Products is prohibited, limited, or otherwise regulated by laws or regulations; or

(11) any other inappropriate acts.

2. If a user breaches the provisions under the preceding paragraph, the Company may suspend or limit usage of all or part of the Service, terminate the Agreement, or take other appropriate measures.

3. If a user breaches the provisions of paragraph 1, the Company may claim compensation from such user for any damage (including reasonable attorney’s fees) incurred by the Company due to such breach.

Article 8 Change, Suspension, Stoppage, and Termination of the Service

1. The contents and name of the Service may be changed.  The Company does not guarantee the permanence of the contents and name of the Service.

2. If any of the events prescribed in each following items occur, the Company may suspend, stop, or terminate all or part of the Service:

(1) when the Company conducts regular or urgent maintenance or inspection of the computer system for the provision of the Service;

(2) when it becomes impossible to operate the Service due to an emergency or force majeure such as an earthquake, tsunami, typhoon, thunder, heavy rain, flood, or other natural disaster, fire, power failure, other unforeseen accidents, war, conflict, disturbance, riot, commotion, industrial dispute, contagious disease, other epidemic and infectious disease, and social lockdown following these events;

(3) when it becomes impossible to provide the Service due to a malfunction of the computer system used for the provision of the Service, unauthorized access by a third party, infection by a computer virus, and the like; 

(4) when it is impossible to provide the Service due to measures required under laws or regulations;

(5) when the Company has provided notification in advance to a reasonable extent by email or other means; or

(6) when otherwise deemed unavoidable by the Company.

3. When suspending, stopping, or terminating all or part of the Service in accordance with the preceding paragraph, the Company shall notify users to that effect to the extent reasonable by means such as publishing on the Service or website separately designated by the Company in advance.  However, this does not apply in the case of an emergency.

Article 9 Exclusion of Anti-Social Forces

1. Users represent that they do not fall under an anti-social force and warrant that they will not fall under an anti-social force in the future.

2. The user undertakes that it does not itself conduct, nor cause any third party to conduct acts that fall under any of the following:

(1) making violent demands;

(2) making unjust demands beyond legal responsibility;

(3) using threatening language or behavior or violence in relation to transactions;

(4) damaging the reputation of the Company by spreading rumors, or using fraudulent means or force or obstructing the business of the Company; or

(5) being involved with anti-social forces regardless of the method or style thereof.

Article 10 Exemption from Liability

1. The Company does not guarantee the completeness, certainty, validity, usability, recency, legality, or compatibility with the user’s purpose of use or environment of  the information provided by the Service.

2. The Company shall not be liable for any damage (including but not limited to damage due to loss of information, etc.) incurred by a user due to change to the Service under Article 9, paragraph 1 or the suspension, stoppage, or termination of provision of all or part of the Service under Article 9, paragraph 2.

3. The Company shall not be liable for any damage that arises due to the environment of communication devices, lines, software, and the like or infection to computer virus, and the like.  The Company may notify users of such environments by a method separately prescribed.

Article 11 Liability for Damages

The scope of the Company’s liability with respect to a user for damages due to default or illegal acts shall be ordinary damage directly and actually incurred by such user and shall not exceed the price of the Product received from such user.  However, in the event of any willful misconduct or gross negligence of the Company, the limitation of liability for damages in this Article shall not apply and the Company will compensate the damage incurred by the user.

Article 12 No Assignment of Rights and Obligations

Users shall not assign, transfer, collateralize, or otherwise dispose of their status under the Agreement or all or part of their rights and obligations under the Agreement or these Terms of Use to a third party without the prior written consent of the Company.

Article 13 Revisions to these Terms of Use

1. The Company may, in the event that any of the following items apply, specify the effective date of the changes to these Terms of Use and by providing notification of the changes to these Terms of Use, the contents of the revised Terms of Use, and the effective date thereof by disclosure by publication on the Service or a website separately designated by the Company, or any other appropriate methods, change these Terms of Use.

(1) when the details of changes conforms with the interests of users; or

(2) when the details of the changes are not contrary to the purpose of transactions in relation to these Terms of Use and are reasonable in light of the necessity to change, appropriateness of details after change, or other circumstances in relation to the change.

2. Changes to these Terms of Use under the preceding paragraph shall be effective from the effective date of the preceding paragraph and the revised Terms of Use will apply to users.

Article 14 Discussion and Jurisdiction

1. Any doubt with respect to these Terms of Use, or any matters not prescribed in these Terms of Use, or other matters in relation to the Service, shall be resolved by the Company and users in accordance with laws, regulations, and practice upon mutual consultation in the spirit of good faith.

2. The Tokyo District Court shall have the exclusive jurisdiction as the court of first instance for any lawsuits or any other conflicts that arise due to or in relation to these Terms of Use or the Agreement.

Article 15 Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of Japan.

Established: February 1, 2023