Article 1 Application of Terms

1. These Terms of Use (“Terms”) shall apply to any relationship involving the use of our services “NEORT” ("Services")provided by NEORT Corporation (“Company” or “we” or “us”)between us and you("User" or "you").
2. Concerning the Services, we may provide various rules("Individual Rules") such as the rules for use or guidelines in addition to these Terms. The Individual Rules, irrespective of their name, shall form a part of these Terms.
3. If the provisions of these Terms are inconsistent with the Individual Rules, the Individual Rules shall prevail, unless otherwise specified in the Individual Rules.
4. Users shall use the Services following the provisions of these Terms and shall be deemed to have consented validly and irrevocably to these Terms by actually using the Services.
5. If the User is a minor, such User shall use the Services with the consent of the legal representative, such as the person with parental authority (including consent to these Terms). If we deem it necessary, you may be required to submit additional documents and/or information regarding the consent by the legal representative.

Article 2 User Registration

1. Registration for the Service is completed when the person who wishes to become a User agrees to these Terms, applies for the registration in the manner specified by us, and the Company approves the application.
2. We may not approve an application for registration of use if we determine that an applicant has or is likely to have any of the following reasons, and are under no obligation to disclose any such reason. In addition, the registration may be canceled even after it has been approved.
   1. If all or part of the information provided in the application for registration is inaccurate, or contains false information, errors, or omissions.
   2. The User is attempting to register or has registered by impersonating another person.
   3. The same person is or has been attempting to obtain multiple accounts.
   4. The User is a minor, an adult ward, a person under curatorship, or a person under assistance, and has not obtained the consent of a legal representative, guardian, curator, or assistant.
   5. The person is an antisocial force or has some kind of interaction or involvement with antisocial forces, such as cooperating with or being involved in the maintenance, operation, or management of antisocial forces through the provision of funds or other measures. ("Antisocial Forces" shall mean organized crime groups, organized crime group members, persons who have not been members of organized crime groups for five years, organized crime group quasi-constituents, organized crime group-related companies, a general meeting of shareholders, social movements, etc., or especially intelligent violent groups, etc., and other similar persons.
   6. If the application is from a person who has violated these Terms.
   7. In any other cases where the Company deems that the registration is not appropriate.
3. We shall not be liable for any loss or damage incurred by you as a result of our approval or disapproval of your application for User registration.
4. If there are any changes to the information you provided after applying for User registration, you shall promptly notify us of the changes in a manner determined by us. If you forget to notify us, or if you dare not notify us, we will not be responsible for any damages you may suffer as a result.
5. Notices from us will be sent to the most recent contact information that you or the person who wants to become a User submitted at the time of registration or changed after registration.

Article 3 Management of User ID and Password

1. The User shall, at its responsibility, properly manage the User ID and password of the Services.
2. In no event may a User assign, rent or share a User ID and password to or with a third party. We regard the User ID as being used by the User who has registered such User ID when the combination of the User ID and the password which is logged in is the same as the registered information.
3. We shall not be liable for any damage caused by the use of the User ID and password by any third party unless we are willfully or grossly negligent.

Article 4 Prohibitions

Users shall not conduct the following acts when using the Services:

1. Acts that violate laws and regulations or morality;
2. Acts related to criminal acts;
3. Acts that infringe the intellectual property rights such as copyrights, trademarks or patents, privacy rights, honorary rights, and other legal or contractual rights of us, other Users or any other third parties;
4. Acts that destruct or disrupt the functionality of servers or networks of us, other Users, or any other third parties;
5. Acts that make commercial use of the information obtained by the Services without our explicit consent;
6. Acts of having a third party use or dispose of information obtained by the Services without our explicit consent;
7. Acts that may interfere with the operation of the Services;
8. Acts of unauthorized access or attempting such access;
9. Acts of unjustly collecting, accumulating, disclosing, or providing any information concerning other Users, including personal information, registration status, and usage information;
10. Acts that use the Services for unlawful purposes;
11. Acts that cause disadvantage, damage, or discomfort to other Users or any other third parties;
12. Act of acting as another User or intentionally disseminating false information;
13. Advertising, soliciting, or conducting business on the Services not licensed by us;
14. Acts of directly or indirectly benefiting anti-social forces in connection with our services;
15. Any other acts that we deem inappropriate.

Article 5 Provision of Services

1. The User shall, at its own expense and responsibility, provide the necessary computers, mobile phones, communications equipment, operational systems, communications measures, and power to use the Services.
2. We may provide the Services, in whole or in part, only to those Users who meet such conditions as we deem necessary, such as age, identity verification, registration information, or otherwise.
3. We may change the contents of all or any part of the Services, suspend or interrupt the provision thereof as we deem necessary, at any time without prior notice to Users.
4. We shall not be liable for any disadvantages or damages suffered by Users or third parties as a result of the suspension or interruption of the provision of the Services.

Article 6 Posting of Content

1. The "Content" shall mean text, audio, music, images, video, software, programs, codes, and any other information, and the "Posted Content" shall mean Content posted (i.e., uploaded to the Services) by Users.
2. Users may post the Content whose copyright is rightfully owned by such User. Any Content whose copyright is owned by anyone other than the posting User shall not be posted.
3. Users may view and otherwise use the Posted Content to the extent that it does not infringe on the rights of copyright holders. In addition, Users may reproduce the Posted Content on social network services, blogs, and other third party services only if such Users comply with the conditions set forth below, and the User who posted such Posted Content shall not object to such use.
   1. The URL of the Posted Content (with a link to the page pertaining to the Posted content on the Service) shall be included.
   2. The name of the author of the Posted Content shall be indicated.
   3. The reproducing User shall not gain direct economic benefits from the reproduction of the Posted Content by any means including requiring fees for viewing the Posted Content.
   4. The reproducing User shall not use the Posted Content for any commercial purposes, as materials, or for any other purposes other than introducing the Posted Content.
4. Users may not reproduce, reproduce, alter, transfer the Posted Content posted by a third party, or make any other use of the Content that may prejudice intellectual property rights or other rights related to the Content, except the ways stipulated in these Terms; provided, however, that the Posted Content purchased by Users may be used beyond the above scope as outlined in Section 8.
5. Users shall ensure to us that the Posted Content which is submitted, transmitted, and uploaded does not violate any laws and regulations including copyright laws, and these Terms.
6. The Posted Contents may not be displayed or operate properly due to changes in display terminals, browsers, operating systems, standards, or other specifications. Users shall use the Services with a full understanding of such risks. In no event shall the Company be liable for any damages incurred by the User in connection with the occurrence of such defects, unless such damages are caused by the Company's intentional or gross negligence.
7. We will take such necessary and appropriate measures as deleting the Posted Content without notifying the User in advance if we determine that the User violates, or is likely to violate, laws or regulations or these Terms by the Posted Content. However, we are not obligated to prevent or remedy any such breach.
8. We are not obligated to back up the Posted Content.
9. Users shall indemnify us immediately by our claims if we incur any damages, either directly or indirectly, resulting from the use of the Services.
10. User agrees to resolve any disputes with other Users or third parties concerning the Posted Content between Users or between Users and third parties and keep the Company harmless from such disputes.
11. Except for the matters outlined in these Terms, the copyrights related to the Posted Content shall be reserved by the posting User and neither the Company nor any other Users shall acquire such rights through the use of the Services. Provided, however, that we may use and alter (including omission of any part of the information or the author's representation) the Posted Content for free of charge to the extent necessary and appropriate for providing the Services (including the provision, promotion, improvement, maintenance of the Services) or advertising and marketing of the Services, or for promotion business for digital arts and support business for creators, and Users shall grant to us such use or alteration (including sublicensing to any third party affiliated with us).

Article 7 What You Do on the Services

1. "Seller" shall mean a User who sells its Posted Content to another User, and "Buyer" shall mean a User who buys the Posted Content sold by Seller.
2. A User may sell Posted Contents to other Users as a Seller or purchase Posted Contents from other Users as a Buyer through the Services.
3. The Seller agrees to disclose the Seller's name, name, address, telephone number, a person in charge of mail-order sales, and other legally required information as specified in the Act on Specified Commercial Transactions to the Buyer upon the Buyer's request.
4. Our Services consist of a matching platform service for Users who want to sell Posted Contents and Users who want to buy them. The Services provide a venue for this purpose, and we assume no responsibility for the content or conditions of individual transactions or the content of the Posted Contents sold. Also, we do not refund due to the cancellation or termination of individual contracts.

Article 8 Sale of NFT Content

1. "NFT Content" shall mean the Contents posted on the Services by a User, which the Seller sets the selling price (in units of Ethereum ("ETH")) as NFT (Non-Fungible Token).
2. The Seller may apply to the Company for the issuance of NFT by setting the selling price as NFT for the Posted Content.
3. An exchange agreement for the NFT Content and ETH shall be entered into between the Buyer and the Seller when the Buyer expresses his/her intention to purchase the NFT Content on our website (when the Buyer clicks the "Confirm" button on the MetaMask screen). When the exchange agreement is concluded, the Buyer shall exchange his/her ETH in the Wallet (as defined below) with the NFT Content to the Seller, and the balance of the ETH in the Wallet of the Buyer shall decrease at the time the exchange agreement is concluded. Even after the purchase of the NFT Content, the Posted Content on the Services may continue to exist, and Users other than who purchased the NFT Content may continue to view the Posted Content and otherwise use the Service as stipulated in these Terms.
4. After the conclusion of the exchange agreement stipulated in 8.3., the Seller shall grant the Buyer a non-exclusive license to publicly display the said NFT Content, either by himself/herself or by a third party, for the period during which the said NFT Content is owned by the Buyer. However, this shall not apply to the case where the display of the NFT Content is permanently installed on a street, park, or other outdoor location open to the general public, or the exterior wall of a building or other outdoor location easily visible by the general public.
5. The Buyer may omit the indication of the name of the author of the NFT Content in the display as provided in 8.4., and the Seller agrees to such omission.
6. The NFT Content purchased through the Services may be sold to a third party in a secondary market other than the Services, such as OpenSea.
7. In addition to the sales price specified for each NFT Content, the Buyer shall bear the cost of gas for block generation. The Buyer shall bear the actual cost of such gas regardless of the estimated cost provided by the Company, and the Company shall not be liable for any deviation from such estimated cost due to a sharp rise in the cost of gas.
8. The Company shall promptly issue NFT upon the conclusion of the exchange contract as stipulated in 8.3. The issuance of NFTs may be delayed due to block generation status or other reasons.
9. Before selling or purchasing NFT Content, Seller and Buyer shall link the "MetaMask" wallet ("Wallet") to their accounts on the Services. The Wallet may be linked from the account settings.
10. The Company does not provide the Wallet or any functions similar to the Wallet to the User, and the User shall use the Wallet at his/her responsibility and expense. The Company shall not be liable for any damages incurred by the User in connection with the use of the Wallet, except in cases based on the Company's intentional or gross negligence.

Article 9 Resale Royalties

1. The Services comply with the EIP-2981 standard for royalties on the resale of NFT Content. Seller may set an arbitrary value as the royalty rate for secondary distribution when setting the selling price as NFT.
2. If the Buyer sells the NFT Content purchased on the Services in another marketplace, and the said marketplace complies with the standards outlined in 9.1., the Seller may receive a resale royalty in a prescribed manner. However, the Company does not guarantee, either explicitly or implicitly, that the resale royalty will be paid appropriately, and the Seller shall establish and collect the resale royalty at its responsibility and expense.
3. We do not act as an intermediary, mediator, or broker for the secondary distribution of NFT Content, and the Buyer shall decide whether or not to sell his/her NFT Content in other secondary markets at his/her own risk and expense. The Company shall not be liable for any damages incurred by Users or third parties in connection with such decisions, except in cases where such damages are caused by the Company's intentional or gross negligence.

Article 10 Restrictions on Use and Deletion of Registration

We may, without prior notice, restrict the use of the Services in whole or in part or delete the registration as a User if the User falls under any of the following:

1. In the event of a breach of any of the provisions of these Terms;
2. Cases where a false fact is found to exist in the registered matters;
3. If a User does not respond to any communication from us for a certain period;
4. When there is no login of the Services with a User ID registered for one year or more from the last use of the Services;
5. Otherwise, if we determine that the use of the Services is inappropriate. We shall not be liable for any damage caused to the User by any act done by us under this Section.

Article 11 No Warranties and Disclaimers

1. We do not expressly or impliedly guarantee that there are no de facto or legal defects in the Services (including, without limitation, defects in safety, reliability, accuracy, completeness, validity, fitness for a particular purpose, security, etc., errors, bugs, infringements of rights, etc.).
2. We shall not be liable for any damage caused to Users resulting from the Services. However, this exemption does not apply if the agreement between us and the User regarding the Services (including these Terms) becomes a consumer contract as provided in the Consumer Contract Act.
3. Even in the cases outlined in 11.2., we shall not be liable for any damage (including the case where we or the User foresees or may foresee the occurrence of any damage)arising from a special circumstance among the damage caused to the User by default or tort due to our negligence(excluding gross negligence). In addition, for compensation for damage caused to the User due to default or tort due to our negligence (excluding gross negligence), the number of usage fees received from the User in the month in which such damage occurred shall be limited to the amount of such damage.
4. We are not responsible for any transactions, communications, or disputes that may arise between a User and other Users or third parties concerning the Services.

Article 12 Change of Content of the Services

We shall be able to modify the contents of the Services or discontinue the provision of the Services without notice to Users and shall not be liable for any damage caused to Users.

Article 13 Amendments to the Terms of Use

We may, if we deem it necessary, modify these Terms (including the Individual Rules) at any time without notifying Users. If the use of the Services commences after the amendment of these Terms, such User shall be deemed to have agreed to the amended Terms.

Article 14 Handling of Personal Information

We shall properly handle the privacy information and personal information obtained through the use of the Services in accordance with our Privacy Policy.

Article 15 No Assignment

Users may not assign or pledge to any third party any status relating to the use of the Services or any rights or obligations under these Terms without our prior written consent.

Article 16 Governing law and jurisdiction

These Terms shall be construed by the laws of Japan. In the event of a dispute regarding the Services, the Tokyo District Court or the Tokyo Summary Court shall be the exclusive jurisdiction of the first instance.

Established February 18, 2019
Revised as of July 31, 2019
Revised as of January 7, 2022
Revised as of March 1, 2022