These English versions of Zaiko's various terms of service are merely a translation of the Japanese versions.
If there are any inconsistencies between these English versions and the Japanese versions, the Japanese versions will govern.

1. Account Registration Terms of Service

These Account Registration Terms of Service (“Terms of Service”) establish the terms of use of the Zaiko Account (defined below) created in order to use the services provided by ZAIKO K.K. (“we”, “us”, “our” and “ours”). User shall read and agree to these Terms of Service in order to create and use a Zaiko Account.

Article 1 (Definitions)
The following terms are defined as follows in these Terms of Service:

(1) User (also “they”, “them”, “their” based on the context)
A customer, organizer, or any other person that uses the Zaiko Services.

(2) Zaiko Account
An account that must be registered in order to use the Zaiko Services.

(3) Zaiko Services
All services provided by us, including (without limitation) the sale and purchase of tickets, the streaming and viewing of video, the subscription service, and platform services.

(4) Service-Specific Terms of Service
Any separate terms of service that we establish with respect to individual Zaiko Services.

(5) Intellectual Property Rights
Copyrights (including the rights provided for in Article 27 and Article 28 of the Copyright Act of Japan), neighboring rights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the right to acquire those rights and the right to apply for registration of those rights), ideas, know-how, and the like, throughout the world.

(6) Antisocial Forces
Collectively, any organized crime group, member of an organized crime group, person who ceased being a member of an organized crime group within the past five years, associate member of an organized crime group, company affiliated with an organized crime group, shareholder meeting extortionist, corporate extortionist acting under the guise of social or political activity, group with special expertise connected to organized crime, or similar group or person.

(7) Minor
A person whose legal capacity is limited due to their age under applicable laws (including foreign laws; the same applies hereinafter).

(8) Person Without Legal Capacity
A Minor, an adult ward, a person under curatorship, a person under assistance, or any other person whose legal capacity is limited under applicable laws.

(9) Attorney-in-Fact
A person with the legal authority to represent, give consent on behalf of, or otherwise lift the limits on the capacity of a Person Without Legal Capacity.

Article 2 (Consent to these Terms of Service; Revision and Amendment of these Terms of Service)

1. User shall create a Zaiko Account in order to use the Zaiko Services. User shall not use the Zaiko Account without creating the Zaiko Account by agreeing to these Terms of Service. These Terms of Service apply to all Zaiko Services, but User shall also agree to the Service-Specific Terms of Service in order to use the Zaiko Services, and the provisions of both these Terms of Service and the Service-Specific Terms of Service apply to each Zaiko Service.
2. We may amend or add to these Terms of Service and the Service-Specific Terms of Service, at our sole discretion, at any time. We will notify Users of amendments of these Terms of Service and the Service-Specific Terms of Service by posting the amendments to the website of the Zaiko Services or by another method unless we separately set forth otherwise. The amended Terms of Service will take effect as of the time we specify.

Article 3 (Registration Procedures)

1. Any person who wishes to use a Zaiko Account (“Applicant”) shall agree to comply with these Terms of Service and may apply to register for a Zaiko Account by providing the necessary information to us in the manner that we specify.
2. In the case provided for in the preceding paragraph, we may request that Applicant provide documents in connection with the registered information. In such case, Applicant shall submit such documents promptly.
3. Registration will be completed as of the time we provide Applicant notice (including by automated email) that the registration is completed. At that time, Applicant may use the Zaiko Account.
4. Applicant shall provide true and accurate information when providing their registration information. We shall in no way be liable for any damages that User may incur due to any provided information being false, incorrect, or incomplete.
5. User shall notify us without delay of any changes to their registered information by a method we specify separately. If any notice that we issue to User is not delivered because User did not notify us of changes to their information, we will deem that such notice has been delivered.

Article 4 (Refusal of Registration)
We may refuse Applicant’s registration (including re-registration) in any of the following cases and we are in no way obligated to reveal the reason for such refusal:

(1) if Applicant is a Person Without Legal Capacity and has not obtained the consent of their Attorney-in-Fact to lift the limits on their capacity;
(2) if the information Applicant provides is false, incorrect, or incomplete;
(3) if we determine that Applicant’s account has been previously deleted or suspended from using the Zaiko Services (including temporary suspension) as a penalty;
(4) if we determine that Applicant is an Antisocial Force, or that Applicant provides funds to or otherwise collaborates or participates in the maintenance, operation or management of an Antisocial Force, or otherwise has any relationship with or involvement in an Antisocial Force;
(5) if Applicant commits or is likely to commit an action prohibited under Article 8;
(6) if Applicant otherwise breaches or is likely to breach these Terms of Service or the Service-Specific Terms of Service; or
(7) if we otherwise objectively determine, based on reasonable grounds, that it is not appropriate to approve Applicant’s use of a Zaiko Account and the Zaiko Services, due to Applicant’s breach of laws and ordinances, breach of order and public morals, or the like.

Article 5 (Account Management)

1. User is responsible for managing and maintaining their own Zaiko Account, and shall not allow a third party to use their Zaiko Account or lend, assign, rename, sell, or otherwise dispose of their Zaiko Account to a third party. We will deem that any use of the Zaiko Services through the Zaiko Account that we have issued to a User has been carried out by that User, even if the Zaiko Account was used by a third party other than that User.
2. User shall be responsible for any damages caused by inadequate management of their Zaiko Account (including any resulting use of their Zaiko Account by a third party), and we are in no way liable for such damages.
3. If User determines that their account is being used by a third party, User shall notify us immediately and follow our instructions.

Article 6 (Use of the Service by Minors)

1. A User who is a Minor shall obtain the consent of their parent or guardian before using the Zaiko Account or the Zaiko Services.
2. When a User who is a Minor misrepresents that they have obtained the consent of their statutory agent to use the Zaiko Account or the Zaiko Services, that they are adults in terms of the age or otherwise fraudulently causes us to believe that they have legal capacity, that User cannot revoke any other juridical act with respect to that use.
3. If a User was a Minor at the time of registering for a Zaiko Account and starting to use the Zaiko Services but becomes an adult when using the Zaiko Services, they will be deemed to have ratified all legal acts with respect to that use.

Article 7 (Use of External Services, etc.)

1. If User has an account on an external service (including but not limited to Facebook and Twitter), they may be able to use that external account information to register for a Zaiko Account and log in to the Zaiko Services. In such case, User hereby consents to our obtaining their registered information, including personal information, from such external service.
2. In addition to Article 7(1), if User uses functions from external services when using the Zaiko Account and the Zaiko Services, they must comply with the terms of use established by the administrator of that external service in addition to these Terms of Service.
3. The third party that provides the external service that User uses shall be liable for such external service, and we offer no warranty with respect to any external service.

Article 8 (Prohibited Acts)
User represents and warrants to us that they shall not commit any of the following acts when using the Zaiko Account or the Zaiko Services (including incitement of or preparing to engage in such acts):

(1) any act in breach of these Terms of Service, the Service-Specific Terms of Service, or any other agreement between User and us;
(2) any act in violation of applicable laws and ordinances;
(3) any act that constitutes grounds for refusal of registration under Article 4;
(4) any act of deletion, alteration, circumvention, deactivation, disruption, or avoidance of an indication of copyright, trademark, or other rights in or on the content that we provide to User (including, but not limited to, video, images, music, and audio; the “Content”) or the digital rights management (DRM), content protections, or other access restrictions on the Content (including geo-filtering mechanisms), or other act in violation of third-party rights (including patent rights, trademark rights, trade secrets, copyright, neighboring rights, privacy rights, publicity rights, portrait rights, and other ownership rights and personality rights);
(5) any act of copying, downloading, stream capturing, duplication, reproduction, archiving, streaming, uploading, publication, alteration, translation, broadcasting, working, display, sale, transmission, or retransmission of the Content;
(6) any act of incorporating the Content into hardware or software, using such hardware or software to stream or retransmit the Content, or making the Content available through a frame or inline link;
(7) any act of accessing the Zaiko Services (including the Content) using a bot or other automated method (excluding automated access solely for the purpose of, and solely to the extent necessary for, creating a publicly available search index of the Zaiko Services for personal searching by general users);
(8) any act of using the Zaiko Account or the Zaiko Services to display or transmit any of the following information to a third party:

• information that tarnishes or infringes the reputation, credibility, or other rights and interests (including, but not limited to, Intellectual Property Rights, portrait rights, publicity rights, and privacy rights) of us, another User, or another third party;
• information that contains excessively violent or cruel expressions;
• information that contains a computer virus or other harmful computer programs;
• information that contains obscene expressions;
• information that contains expressions promoting discrimination;
• information that contains expressions promoting suicide or self-harm;
• information that contains expressions promoting the inappropriate use of drugs;
• information that contains antisocial expressions;
• information that is intended to be dispersed as junk mail, spam mail, chain mail and the like to third parties;
• information that contains unlawful solicitation, advertising and the like;
• information that contains expressions that make others uncomfortable;
• information that solicit another person to enter into a romantic or any other type of relationship; or
• information similar to the foregoing that is inappropriate in light of social norms.

(9) any act of providing or transmitting computer programs and the like intended to damage or impair the functions of software, hardware and the like that is to be used by a third party;
(10) any act that damages or impairs the functions of our servers or networks;
(11) any act that impairs the Zaiko Services or any of our other businesses or services;
(12) any act of collecting or accumulating third-party personal information, activity records, attribute data or the like without the authorization of such third party;
(13) any act of using the information obtained through the Zaiko Services for a purpose contrary to the purpose for which it was provided;
(14) any act of using a third party’s login information to use the Zaiko Services;
(15) any act of obtaining the login information of a third party through any means or the act of disclosing or providing login information to a third party; and
(16) any other act that violates the guidelines, policies and the like that we establish (including, but not limited to, the Acceptable Use and IP Rights Policy).

Article 9 (Account Action)

1. If a User falls under any of the following circumstances, we may suspend or delete such User’s Zaiko Account, temporarily suspend or limit such User’s use of the Zaiko Services (including, but not limited to, suspending or limiting use of the Zaiko Services, deleting, recalling, or terminating the streaming or distribution of the products or content sold or provided by User through the Zaiko Services, and deleting, terminating the streaming of, or modifying the content and/or any other information transmitted, uploaded, or provided by User through the Zaiko Services), terminate the service agreement with respect to the Zaiko Services, ban such User from using the Zaiko Services in the future, or take other actions (“Account Action”) at our discretion, without any notice, irrespective of the severity of the circumstances or the extent to which such circumstances are attributable to us:

(1) if User commits or is likely to commit an action prohibited under Article 8;
(2) if we receive a report, based on objective evidence, that User falls under the preceding item;
(3) if User tarnishes or infringes, or is likely to tarnish or infringe, the reputation, credibility, or other rights and interests (including, but not limited to, Intellectual Property Rights, portrait rights, publicity rights, and privacy rights) of us, another User, or another third party;
(4) if a problem arises between User and another User or a third party in connection with such User’s use of the Zaiko Account and the Zaiko Services, and such User is found to be at fault;
(5) if all or part of the information that User provides to us is found to be false;
(6) if User suspends payments or becomes insolvent, or becomes subject to a petition to commence bankruptcy proceedings or similar proceedings;
(7) if User fails to respond to an inquiry or other communication from us that requires a response for 30 days or more; or
(8) if any other event similar to any of the foregoing arises.

2. Even upon being subject to an Account Action, a User shall not be released from performing any of their duties and obligations to us and third parties under these Terms of Service and the Service-Specific Terms of Service.
3. We shall not be held liable for any damages that a User may incur in any manner whatsoever due to an Account Action.

Article 10 (Account/Membership Cancellation)

1. If User’s Zaiko Account is cancelled (including, but not limited to, User’s voluntary account cancellation through the procedures that we separately set forth, and our deletion of User’s Zaiko Account subject to an Account Action under Article 9), User will lose access to tickets and options purchased prior to the account cancellation, and lose access to the Zaiko Account and the Zaiko Services. In such case, we will not issue refunds for such purchased tickets, options, or any other Zaiko Services for any reason.
2. We shall not be held liable for any damages that a User may incur in any manner whatsoever due to account cancellation.

Article 11 (Force Majeure)
We shall not be held liable for any delayed or incomplete performance of our obligations under these Terms of Service or the Service-Specific Terms of Service or when the performance of our obligations under these Terms of Service or the Service-Specific Terms of Service become impossible due to: earthquake, typhoon, tsunami, or other natural disaster; war; riot; insurrection; act of terrorism; significant epidemic or infectious disease outbreak; establishment, amendment or abolishment of laws and ordinances; order or disposition of public authority or other governmental act (including administrative guidance, recommendations, advice, and other legally non-binding acts); strike, lock-out or other labor action; breakdown of transportation or telecommunications networks; or other force majeure.

Article 12 (Damages)

1. If User incurs any damages in connection with their use of the Zaiko Account or the Zaiko Services due to a reason attributable to us, we shall only be held liable for direct and ordinary damages that User actually incurs. However, if the Service-Specific Terms of Service contain provisions limiting the amount of damages, the amount of damages we shall be held liable for shall be limited to the amount specified in the Service-Specific Terms of Service.
2. If the Consumer Contract Act of Japan applies to the relationship between User and us, any disclaimer of all liability under these Terms of Service and the Service-Specific Terms of Service does not apply, and the scope of damages under Article 12(1) and the limitation of damages under the Service-Specific Terms of Service only apply if our actions are deemed to be slight negligence. If User incurs damages due to our willful misconduct or gross negligence, we will compensate such User for any damages that were reasonably caused by our willful misconduct or gross negligence.

Article 13 (Confidentiality)

1. User shall treat any non-public information that we disclose to them in connection with the Zaiko Account and the Zaiko Services (“Confidential Information”) as strictly confidential, and shall not disclose Confidential Information to any third party without our prior written consent.
2. User shall return to us or destroy any Confidential Information or document or other recording media that contains Confidential Information, and all copies thereof, without delay, as instructed by us, at any time that we request it.

Article 14 (Exclusion of Antisocial Forces)

1. We represent and warrant to User, and User represents and warrants to us, the following matters.

(1) Each party as well as its officers (refers to directors, executive officers, executives, statutory auditors, and other similar persons) is not Antisocial Forces or a person with a socially reprehensible relationship with Antisocial Forces.
(2) Each party does not have a relationship in which it is considered to unjustly use Antisocial Forces for the purpose of obtaining benefits for itself or a third party or causing damages to a third party, provide funds or benefits to Antisocial Forces, or otherwise cooperate or collaborate in the maintenance or operation of Antisocial Forces.
(3) Each party does not allow Antisocial Forces to use its name in order to use the Zaiko Account or the Zaiko Services.
(4) Each party will not, itself or through a third party, commit threatening or violent behavior against the other party, spread rumors or use fraudulent means or intimidation to interfere with the other party’s business, commit any act that damages the credibility of the other party, make unjust demands in excess of the other party’s legal obligations, or commit other similar acts.

2. Either party may terminate the agreement with respect to the use of the Zaiko Services without any notice or demand to cure any breach of that agreement if the other party breaches the representations and warranties provided for in Article 14(1).
3. If either party terminates all or part of the agreement with respect to the use of the Zaiko Services under Article 14(2), the terminating party shall not be obligated to compensate the breaching party for any damages that it incurred due to such termination. The breaching party shall compensate the terminating party for any damages incurred due to such termination.

Article 15 (No Warranties and Indemnification)

1. We offer no warranty whatsoever regarding fitness for any particular purpose, economic value (including the possibility of using the Zaiko Services for gain), accuracy, usefulness, completeness, legality, conformity with internal rules and the like of organizations that are applicable to User, absence of security flaws, errors, bugs, defects or non-infringement of third-party rights in connection with User’s use of the Zaiko Services.
2. We may publicize, post, notify and otherwise send out press releases, announcements, news, letters and the like (“Communications”) regarding the addition or alteration of features of the Zaiko Services and other matters related to the development of services related to the Zaiko Services. Communications made in any medium other than these Terms of Service and the Service-Specific Terms of Service do not guarantee in any manner whatsoever that any such features will be added to the Zaiko Services or that any other matters will be implemented at the time of the Communications or in the future. We shall not be held liable to User for failing to add any features or implement any matters that are announced by Communications.
3. We do not guarantee that the Zaiko Services are compatible with all devices and operating system versions. User acknowledges in advance that there is a possibility that the Zaiko Services may malfunction due to an operating system update on their device. If such a malfunction occurs, we do not guarantee that we can resolve such malfunction by modifying programs or any other means.
4. User acknowledges in advance that there is a possibility that the Zaiko Services may malfunction due to a change in the specifications of third-party services that connect to the Zaiko Services or software and the like used by User. If such a malfunction occurs, we do not guarantee that we can resolve such malfunction by modifying programs or any other means.
5. User shall be responsible for obtaining and paying for the software, appliances, computers, internet connection, and other devices and equipment necessary to use the Zaiko Services. We are in no way responsible if User’s use of the Zaiko Services is affected due to a malfunction or defect in such devices or equipment.
6. If User breaches these Terms of Service (including, but not limited to, committing an act prohibited under Article 8), User shall be responsible and pay for the resolution of any dispute arising due to that breach, and shall not cause any inconvenience to us. We are in no way liable for any damage or loss incurred by User or a third party due to User’s breach of these Terms of Service. If we incur any expenses in connection with the resolution of such a breach (including, but not limited to, money paid to resolve the dispute, damages, and legal fees), User shall pay to us the amount of those expenses that we specify, and User shall bear any costs associated with that payment.

Article 16 (Alteration, Suspension, or Termination of the Service)

1. We may modify or add to all or part of the content of the Zaiko Services without notifying Users in advance.
2. We may terminate the Zaiko Services at our sole discretion by giving Users prior notice through the Zaiko Services, our website, or any other method that we determine to be appropriate. However, we may not notify Users if the Zaiko Services are terminated in an emergency.
3. We may temporarily suspend all or part of the Service without notifying Users in advance, if:

(1) we conduct scheduled or emergency maintenance or repairs of the communications equipment and the like used for the Zaiko Services (including external servers and systems; the same applies hereinafter);
(2) the communications equipment used for the Zaiko Services experiences excessive load due to high traffic or other unforeseen circumstances;
(3) we need to ensure the security of Users or a third party;
(4) a telecommunications carrier stops providing services to us;
(5) it becomes difficult to provide the Zaiko Services due to force majeure, such as a natural disaster and the like, or another event;
(6) it becomes difficult to provide the Zaiko Services due to a fire, power failure, some other unexpected accident, a war, conflict, insurrection, riot, labor dispute, or the like;
(7) it becomes impossible to provide the Zaiko Services due to laws and regulations or measures taken based on laws and regulations; or
(8) we decide that it is necessary to suspend the Zaiko Services due to another event similar to any of the foregoing items.

4. We shall in no way be held liable for any damages that User may incur due to an action that we take under this Article 16.

Article 17 (Assignment of Rights and Obligations)

1. User may not assign, transfer, collateralize or otherwise dispose of their rights, obligations, and status under these Terms of Service or the Service-Specific Terms of Service to a third party without our written consent.
2. If we transfer the business that provides the Zaiko Services to a third party, or if we transfer the entirety of the business in connection with the Zaiko Services to another entity through a merger in which we are the non-surviving company, or a corporate split or the like in which we are the company that is splitting off, we may transfer our status, rights, obligations registered information, other customer data and other information related to User under these Terms of Service and the Service-Specific Terms of Service to the assignee or successor when we transfer our business. User hereby consents in advance to us being able to engage in such transfers.

Article 18 (Severability)
If any provision or any part of these Terms of Service or the Service-Specific Terms of Service is found to be invalid or unenforceable under the Consumer Contract Act or any other laws or regulations and the like, the remaining provisions and parts not found to be invalid or unenforceable shall continue to remain in full effect.

Article 19 (Governing Law; Jurisdiction)
These Terms of Service and the Service-Specific Terms of Service are governed by the laws of Japan notwithstanding conflict of laws principles, and the Tokyo District Court or the Tokyo Summary Court has exclusive jurisdiction as the court of first instance over all disputes arising from or in connection with these Terms of Service and the Service-Specific Terms of Service, depending on the amount in dispute and the type of proceeding.

Article 20 (Language)
The original language of these Terms of Service and the Service-Specific Terms of Service is Japanese. If there is any discrepancy between the Japanese version and any translation of these Terms of Service and the Service-Specific Terms of Service into another language, the Japanese version will prevail.

Article 21 (Survival)
The provisions of Article 3(4), Article 5(2), Article 6(2) and (3), Article 7(3), Article 9(2) and (3), Article 10(2), Article 11, Article 12, Article 13, Article 14, Article 15, Article 16(4), Article 17, Article 18, Article 19, Article 20, this Article, and any other provision that by its nature may reasonably be construed to survive the termination of the agreement with respect to the use of the Zaiko Services will remain in effect after the termination of that agreement.

[Established and enforceable as of June 30, 2022]

2. Acceptable Use and IP Rights Policy
This Acceptable Use and IP Rights Policy (“Policy”) governs the use of the ticket and streaming services and other services (including, but not limited to, Digitama; “Services”) offered by ZAIKO K.K. (“we,” “our” or “us”) and any of our websites and apps (including, but not limited to, www.zaiko.io; “Websites”) by our customers or any other users of the Websites (“you” or “your”).

Any capitalized terms and definitions used herein have the meanings defined in the Account Registration Terms of Service and the Tickets/Live Streaming Service Terms of Service (Organizer) (collectively, the “Basic Terms of Service”), unless otherwise provided herein.

Prohibited Acts
You represent and warrant that you will not commit any of the following acts when using the Services on any of the Websites (including incitement of, assistance in, or preparing to engage in such acts):

(1) any act of violating the laws and regulations of Japan or the applicable laws and regulations of any other country or region;
(2) any act of Customers directly making any payments to Organizers or another third party other than us or act of Organizers receiving payment directly from Customers or another third party other than us, without using our systems or procedures;
(3) any act of using the Service to display any of the following information on the Service:

• information that tarnishes or infringes the reputation, credibility, or other rights and interests of ours, another Customer, an Organizer, Media, or another third party;
• information that contains excessively violent or cruel expressions;
• information that contains a computer virus or other harmful computer programs;
• information that contains obscene expressions;
• information that contains expressions promoting discrimination;
• information intended to be dispersed as junk mail, spam mail, chain mail and the like to third parties;
• information that contains unlawful solicitation, advertising and the like;
• information that contains expressions that make others uncomfortable;
• information or acts that solicit another person to enter into a romantic or any other type of relationship;
• information that breaches laws and regulations, guidelines or other legal regulations; or
• any information similar to the foregoing that is inappropriate in light of social norms .

(4) any act of providing or transmitting computer programs and the like intended to damage or impair the functions of software, hardware and the like that is to be used by a third party;
(5) any act of damaging or impairing the functions of our servers or networks;
(6) any act of impairing the Service, any advertisements that we may stream or any services or advertisements provided through our Websites;
(7) any act of collecting or accumulating third-party personal information, activity records, attribute data or the like without the authorization of such third party;
(8) any act of using the Service or information obtained through the Service for a purpose contrary to the purpose for which it was provided;
(9) any act of using a third party’s login information to use the Service;
(10) any act of obtaining the login information of a third party or providing login information to a third party through any means or the act of disclosing;
(11) any act of providing any benefits to an Antisocial Force, directly or indirectly, in connection with the Service;
(12) any act of violating the guidelines and special provisions established by us;
(13) any other act that is prohibited by the terms any of our products and services (including the Basic Terms of Service and Service-Specific Terms of Service); and
(14) any other act similar to any of the foregoing that we determine to be objectively inappropriate in light of social norms.

Representations and Warranties Regarding Rights Management
If you are an Organizer or User who uploads any content (including, but not limited to, music, videos or any other audiovisual or multimedia content) onto our Websites or any of our Services, you hereby represent and warrant to us that you shall handle rights management with respect to Intellectual Property Rights, portrait rights, publicity rights, and all other rights pertaining to the uploaded content at your own responsibility and cost, and that you will not infringe upon rights of third parties.

Investigation and Enforcement
We may investigate any suspected violation of this Policy and take down, remove or disable access to any content that violates this Policy. You agree to cooperate with us to remedy any violation.
If you do not cooperate with us to remedy any violations to this Policy, your account may be suspended or cancelled and we have the right to seek legal action against you to procure any appropriate cooperation from you. We may also demand that you compensate us for any damages that we suffered as a result of your violation to this Policy and/or your unwillingness to cooperate to remedy such violations. If such damages are difficult to quantify (e.g. damages to reputation), we may ask you to take measures to recover our reputation, such as issuing a public apology or statement.

Reporting of Violation
Please report any violations of this Policy using this form: https://forms.gle/4NYR69yb3ZtjLQSA8

In particular, if you are a copyright owner or other IP rightsholder or are a party that is authorized to act on behalf of one, please make sure to fill out and attach the following items to the form:

• Links or materials of the original work or rights that you are claiming was violated and evidence that shows that you are the owner of such work or rights or authorized to act on behalf of the owner
• Links, screenshots or any other materials regarding the event or content that you are claiming violated your or another’s copyright or other rights
• Your contact information

We will handle your infringement requests in accordance with Japanese law.
We will make efforts to respond to any reports of violations within 10 days, but our response may be delayed depending on the content of the report and the number of pending reports.

[Established and enforceable as of June 30, 2022]

3. Zaiko Tickets/Live Streaming Service Terms of Service (Customer)
These Zaiko Tickets/Live Streaming Service Terms of Service (“Terms of Service”) establish the terms of use of the Zaiko Tickets service and Live Streaming service (the “Service”) provided by ZAIKO K.K. (“we”, “us”, “our” and “ours”), which apply to every Customer (defined in Article 1(2)) that uses the Service. In addition to these Terms of Service, our Account Registration Terms of Service (the “Basic Terms of Service”) also apply to the use of the Service.

Article 1 (Definitions)
The following terms are defined as follows in these Terms of Service:

(1) Organizer
A corporation or an individual that uses the Service to configure Tickets (defined in item 5) and other products and services provided through the Service, presents them on the Service and sells them to Customers (defined in item 2).

(2) Customer
A person that purchases Tickets, products, and services sold by an Organizer using the Service.

(3) Offline Tickets
Physical or digital tickets sold by an Organizer through the Service, which grant the right to enter an offline event operated by the Organizer or a third party.

(4) Streaming Tickets
Physical or digital tickets sold by an Organizer through the Service, which grant the right to view a stream provided by the Organizer.

(5) Tickets
Offline Tickets and Streaming Tickets collectively.

(6) Media
A corporation or an individual that uses his, her or its own website or other tools to notify Customers that he, she or it is selling Offline Tickets that are configured by an Organizer and are presented on the Service.

(7) Intellectual Property Rights
Copyrights (including the rights provided for in Article 27 and Article 28 of the Copyright Act of Japan), neighboring rights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the right to acquire those rights and the right to apply for registration of those rights), ideas, know-how, and the like, throughout the world.

Article 2 (Consent to these Terms of Service)
These Terms of Service apply to all interactions between us and Customer in connection with Customer’s use of the Service (including all individual future Ticket purchases and other transactions by Customers on the Service). Customer shall use the Service in accordance with these Terms of Service and shall not use the Service without agreeing to these Terms of Service. The separate STICKITS Purchase Terms of Use and Option Purchase Terms of Use apply to the purchase and use of products and services provided in connection with the Service (including, but not limited to, STICKITS, Digitama Stubs, and other options).

Article 3  (Compliance Matters for Use of Service)

1. Customer shall comply with these Terms of Service, any other terms of service that are associated with the Service, and any special provisions established by us when using the Service to purchase or pay for Tickets.
2. When purchasing Tickets, Customer shall carefully read and understand the event information provided by the Organizer or Media and shall have sole responsibility over purchasing any Tickets.

Article 4  (Liability for Ticket Sales)

1. Any agreement for the purchase and sale of Tickets shall be entered into by and between the Organizer and Customer, and we shall not be a party to such agreements.
2. An agreement for the purchase and sale of Tickets shall be formed when we confirm that Customer has paid the Ticket price to us and when Customer’s purchase of the Tickets is displayed on the purchase history of his or her account.
3. In the case of this ticket being sold through a lottery method (referred to as "lottery sale" below), customers can register their own credit card as a payment method and apply for the lottery sale. If the customer selects credit card payment and wins the lottery, it shall be considered as the moment when the sales contract, as stipulated in the preceding section, is established, and immediate payment processing will be carried out using the registered credit card at the time of winning.
4. Lottery sales do not guarantee winning in advance, and the company is not obligated to disclose the details and reasons of the lottery selection to customers. Additionally, unsuccessful applicants cannot raise objections to the results of the lottery with the company.
5. Customer shall be responsible for resolving and paying for any disputes or other problems (including but not limited to problems in connection with the event information displayed) that arise between Customer and an Organizer, Customer and Media, or Customer and any other third party in connection with the purchase of Tickets. We are in no way liable for such disputes or problems.
6. If we are required to pay any costs (including but not limited to settlement payments and attorneys’ fees) to resolve a dispute or problem in connection with the purchase of Tickets under Article 4(3), Customer shall be required to reimburse us for any amount of such costs that we specify. Customer shall bear all fees associated with payment of such costs.

Article 5  (Payment Agent Services)
If Customer purchases Tickets using the Service, we are authorized by the Organizer to accept payment of the price of those Tickets (including consumption tax and local consumption tax; “Product Price”) from the Customer on the Organizer’s behalf. Customer shall pay to us the purchase fee that we designate (the fee charged by us, which is calculated based on the Product Price; the “Purchase Fee”) and streaming fee (Purchase Fee and streaming fee hereinafter collectively referred to as the “Purchase Fee, Etc."), inclusive of applicable consumption tax and local consumption tax, in addition to the Product Price, unless the Purchase Fee, Etc. is borne by the Organizer. Customer shall pay the Product Price and Purchase Fee, Etc. by the method that we designate, and shall not pay the Product Price and Purchase Fee, Etc. directly to the Organizer or Media under any name or by any method.

Article 6 (Cancellation)

1. In principle, cancellation and refunds due to Customer’s circumstances (including, but not limited to, errors in the information provided by Customer and purchase of multiple tickets due to a malfunction in Customer’s connection or system) is not permitted after Tickets are purchased or applying for a lottery sale, except in the case of postponement or cancellation of the performance or event.
2. If a performance or event is cancelled (including if an event is cancelled due to force majeure or a server outage), we will notify the Customers that have purchased Tickets to that performance or event via the registered email address, and process refunds, etc. on the Organizer’s behalf. The Purchase Fee and payment processing fees associated with the chosen payment method (convenience store, PayPal, etc.) will not be refunded. However, the Purchase Fee may be refunded separately at the Organizer’s option and expense.

Article 7 (Sale of Streaming Tickets)

1. If an Organizer uses the Service to stream its own content (including live performances), Customers may purchase Streaming Tickets for such streams.
2. We only provide to the Organizer a platform for streaming and the sale of Streaming Tickets. The Organizer shall be held liable for all matters related to any streamed content, advertising and promotions on such streams, and we shall in no way be held liable for such content, advertising, or promotions.
3. If the Organizer selects the archive option when configuring Streaming Tickets, the streamed content shall be saved and made available on the Service for a separately specified period (the “Archive Period”) after the stream ends, and Customers that select the archive view option when purchase Streaming Tickets may continue viewing that content during the Archive Period. The provisions with respect to Plus Archive in the separate Option Purchase Terms of Service apply to the purchase of an extension of the Archive Period.
4. After the Archive Period ends, the streamed content will become unavailable on the Service.

Article 8  (Intellectual Property Rights)

1. All Intellectual Property Rights with respect to the Service are attributable to us or a third party that lawfully licenses such rights to us. By agreeing to these Terms of Service and using the Service, Customer shall only acquire the right to use the Service, and shall not receive any assignment of such Intellectual Property Rights or be granted a license with respect to such Intellectual Property Rights.
2. We shall handle the personal information that Customers provide when using the Service in accordance with laws and regulations as well as our Privacy Policy that we have separately set forth.

Article 9  (Prohibited Acts)
Customer represents and warrants to us that they shall not commit any of the following acts when using the Service (including incitement of or preparing to engage in such acts):

(1) any act prohibited under the Basic Terms of Service;
(2) any act of directly paying the Product Price or other payments that can be considered as the substantial equivalent of the Product Price to an Organizer or Media without using our systems or procedures;
(3) any act of assigning Streaming Tickets to a third party, for or without consideration and regardless of whether it is for a profit or not;
(4) any act of assigning Offline Tickets to a third party for a profit (Offline Tickets may be assigned to a third party through the Service by the method and under the conditions established by us, if it is not for a profit)

“Assigning Offline Tickets to a third party for a profit” means assigning Offline Tickets to a third party for consideration exceeding the original sale price of such Offline Tickets (meaning only the Product Price, not including the Purchase Fee and other fees). If such act is discovered, the Offline Tickets will become invalid and non-refundable, and the holders of the Offline Tickets may be denied entrance to the venue of the event or performance, or removed from the venue if already inside, at Organizer’s sole discretion. We shall in no way be held liable for problems arising out of Tickets acquired or purchased without using the Service; and

(5) any act in breach of the guidelines that we separately establish with respect to the Service (including, but not limited to, the separate Acceptable Use and IP Rights Policy).

Article 10  (Damages)

1. Notwithstanding the Basic Terms of Service, the amount of any damages that we shall bear in connection with the use of the Service shall be limited to the amount of Customer’s most recent purchase of Tickets before incurring the damage.
2. If the Consumer Contract Act of Japan applies to the relationship between Customer and us, the scope and limitation of any damages provided for in Article 10(1) only applies if our actions are deemed to be slight negligence. If Customer incurs damages due to our willful misconduct or gross negligence, the Basic Terms of Service apply irrespective of Article 10(1).

Article 11  (Survival)
The provisions of Article 4, Article 6, Article 8, Article 10, this Article, and any other provision that by its nature may reasonably be construed to survive the termination of the agreement will remain in effect after the termination of that agreement formed between us and Customers based on these Terms of Service, regardless of the reason for the termination.

[Established and enforceable as of April 22, 2019]
[Amended as of August 11, 2021]
[Amended as of June 30, 2022]
[Amended as of November 15, 2022]
[Amended as of August 15, 2023]

 

4. Zaiko Tickets/Live Streaming Service Terms of Service (Organizer)
These Zaiko Tickets/Live Streaming Service Terms of Service (“Terms of Service”) establish the terms of use of the Zaiko Tickets service and live streaming service (the “Service”) provided by ZAIKO K.K. (“we”, “us”, “our” and “ours”), which apply to every Organizer (defined in Article 1(1)) that uses the Service. In addition to these Terms of Service, our Account Registration Terms of Service (the “Basic Terms of Service”) also apply to the use of the Service.

Article 1 (Definitions)
The following terms are defined as follows in these Terms of Service:

(1) Organizer
A corporation or an individual that uses the Service to configure Tickets (defined in item 5) and other products and services provided through the Service, presents them on the Service and sells them to Customers (defined in item 2).

(2) Customer
A person that purchases Tickets, products, and services sold by an Organizer using the Service.

(3) Offline Tickets
Physical or digital tickets sold by an Organizer through the Service, which grant the right to enter an offline event operated by the Organizer or a third party.

(4) Streaming Tickets
Physical or digital tickets sold by an Organizer through the Service, which grant the right to view a stream provided by the Organizer.

(5) Tickets
Offline Tickets and Streaming Tickets collectively.

(6) Media
A corporation or an individual that uses his, her or its own website or other tools to notify Customers that he, she or it is selling Offline Tickets that are configured by an Organizer and are presented on the Service.

(7) Intellectual Property Rights
Copyrights (including the rights provided for in Article 27 and Article 28 of the Copyright Act of Japan), neighboring rights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the right to acquire those rights and the right to apply for registration of those rights), ideas, know-how, and the like, throughout the world.

Article 2 (Consent to these Terms of Service)
These Terms of Service apply to all interactions between us and Organizer in connection with Organizer’s use of the Service (including all individual future event configuration, Ticket sales and other transactions by Organizers on the Service). Organizer shall use the Service in accordance with these Terms of Service and shall not use the Service without agreeing to these Terms of Service.

Article 3 (Content of the Service; Compliance)

1. Organizer shall comply with these Terms of Service, any other terms of service that are associated with the Service, and any special provisions established by us when using the Service to configure Tickets and other products and services provided in connection with the Service.
2. When configuring Tickets and other products and services provided in connection with the Service, Organizer shall comply with the following matters.

(1) Organizer shall accurately display information regarding the event or stream that Customers should be aware of (including but not limited to the date, time, location and any other necessary information about the event) as well as any other necessary information.
(2) If there are any errors or changes to any information relating to events or video streams or other displayed information, Organizer shall promptly correct or revise that information. Even if we enter information on the behalf of Organizer upon their request, Organizer shall be responsible for the final confirmation of such information. If any errors are discovered, Organizer shall be responsible for correcting such errors. We shall not be liable in any manner whatsoever for any errors in the information that we enter on Organizer’s behalf.
(3) Organizer shall not infringe any Intellectual Property Rights, portrait rights, publicity rights, or other rights whatsoever of third parties.
(4) Organizer shall comply with any information that they posted in advance for holding the event (including the start and end times). In the case where there are any changes such as a delay to the start of the event, Organizer shall be responsible for notifying Customers of such changes. If problems and the like arise in the Services due to reasons such as an excessive number of users gathering to an event as a result of Organizer’s alteration of or failure to adhere to their event information (including the start and end times), we shall not be held liable in any manner whatsoever and Organizer shall compensate us for any damages that we may incur.
(5) Organizer shall not post any other information that we determine to be inappropriate.

Article 4  (Liability for Ticket Sales)

1. Any agreement for the purchase and sale of Tickets shall be entered into by and between the Organizer and Customer, and we shall not be a party to such agreements.
2. An agreement for the purchase and sale of Tickets shall be formed when we confirm that Customer has paid the Ticket price to us and when Customer’s purchase of the Tickets is displayed on the purchase history of his or her account.
3. In the case of ticket sales using a lottery method (hereinafter referred to as "lottery sale"), customers have the option to register their own credit card as the payment method and participate in the lottery sale. If a customer selects credit card payment and is selected as a winner in the lottery, it shall be deemed that the purchase agreement as defined in the preceding clause is established at the time of the selection, and immediate payment processing will be carried out using the registered credit card.
4. Lottery sales do not guarantee winning in advance, and we do not have an obligation to disclose the criteria and reasons for the lottery selection to customers. In addition, those who are not selected as winners cannot raise objections to the results of the lottery with our company.
5. Organizer can choose, at Organizer’s discretion, whether the purchase fee (the fee that we charge in connection with the sale of Tickets, calculated by the method that we set forth separately based on the Product Price (defined in Article 6(1));  the “Purchase Fee”) is paid by (i) the Customer, (ii) the Organizer, or (iii) both the Customer and the Organizer in a ratio determined by the Organizer (however, option (iii) is only available for Offline Tickets). Organizer is responsible for the selection of who pays the Purchase Fee and in what ratio, and we are in no way liable for any disputes or problems arising between Organizer and Customers in connection with that selection.
6. Organizer shall be responsible for resolving and paying for any disputes or other problems (including but not limited to problems in connection with the event information displayed and unauthorized use and the like of personal information, images, videos, text, audio or other information by Media) that arise between Organizer and a Customer, Organizer and Media, or Organizer and any other third party in connection with the purchase of Tickets. We are in no way liable for such disputes or problems.
7. If we are required to pay any costs (including but not limited to settlement payments and attorneys’ fees) to resolve a dispute or problem in connection with the purchase of Tickets under Article 4(4), Organizer shall be required to reimburse us for any amount of such costs that we specify. Organizer shall bear all fees associated with payment of such costs.

Article 5 (Media)

1. Organizer may choose whether to allow Offline Tickets to be published on media administered by Media (including, but not limited to, websites or social media accounts managed by Media) through the administration page within the Service when configuring Offline Tickets. Even if Organizer allows for the foregoing, each Media shall have the right to determine whether to publish Offline Tickets or not and we offer no guarantee in any manner whatsoever that Agents will publish such Offline Tickets.
2. At the point in time at which Media notifies Organizer that it will publish Offline Tickets, an advertising service agreement shall be entered into by and between Organizer and such Media. Organizer shall pay to such Media a commission as consideration for the advertising services at the rate specified by Organizer on the administration page within the Service when configuring such Offline Tickets (“Media Commission”).

Article 6  (Payment Agent Services)

1. Organizer authorizes us to accept payment of the price of Tickets that Organizer configures (including consumption tax and local consumption tax; “Product Price”) on their behalf. Based on such authorization, we shall receive payment of the Product Price from Customers and Media on behalf of Organizer. Organizer shall not receive the Product Price directly from Customers or Media under any name or by any method.
2. We shall pay out the Product Price, upon deducting the Purchase Fee calculated based on the Product Price (provided that the Purchase Fee is payable by Organizer) and the Media Commission and applicable consumption tax and local consumption tax (not applicable if Organizer is not a Japanese resident), by bank transfer into an account designated by Organizer (bank account or PayPal account), by the last day of the month after Ticket sales end or the date separately specified by us. If the payment date is a bank holiday, we shall pay by the preceding day. In principle, we do not make early payment in any case.
3. We may refund a Customer’s purchase of Tickets as we determine to be necessary at our sole discretion. If we refund a Customer’s purchase of Tickets for any reason, we shall deduct from the Product Price the amount of the refund and any Refund Fees provided for in the Cancellation Policy.
4. If a Customer pays for Tickets by credit card but there is a chargeback (refers to where a credit card company cancels the approval for a payment due to unauthorized use of the card or other reasons), we may return to the credit card company the amount credited by the credit card company, at our sole discretion, without any notice to Organizer. If a chargeback occurs before Organizer receives the Product Price, we shall deduct the amount of the chargeback and any chargeback fees (if any) from the total Product Price. If the chargeback occurs after Organizer receives the Product Price, Organizer shall pay to us the amount of the chargeback and any chargeback fees (if any) by a date that we specify.

Article 7 (Cancellation, postponement, suspension)
The separate Cancellation Policy sets forth the terms for when events are suspended, postponed or cancelled.

Article 8 (Sale of Streaming Tickets)

(1) An Organizer may use the Service to stream its own content (including live performances) and sell Streaming Tickets for such streams to Customers.
(2) We only provide to the Organizer a platform for streaming and the sale of Streaming Tickets. The Organizer shall be held liable for all matters related to any streamed content, advertising and promotions on such streams, and we shall in no way be held liable for such content, advertising, or promotions.
(3) If the Organizer selects the Archive option when configuring Streaming Tickets, the streamed content may be saved on the Service until 23:59 on the seventh day after the date on which the stream ends at the longest (or another period separately agreed upon between us and Organizer; “the “Archive Period”), and the Organizer can set the ticket sales period until the last day of the Archive Period at the longest. If Organizer wishes to save that video for longer than the Archive Period, Organizer may extend the period for which it is saved by paying us a fee to be set forth separately.
(4) After the period provided for in Article 8(3) ends, Organizer may not stream the same video with the same Streaming Tickets again on the Service.
(5) Organizer shall comply with the guidelines that we separately establish with respect to streamed content (including, but not limited to, the separate Acceptable Use and IP Rights Policy).

Article 9  (Rights Management; Guarantee)

1. Organizer shall only use the Service to configure Tickets for events that Organizer organizes or is authorized to stream, and shall not infringe the Intellectual Property Rights, portrait rights, publicity rights, master copyrights, synchronization rights, neighboring rights (including the rights to demand private copying levies, secondary use fees, and compensation), or any other rights of third parties (including rights granted through future amendments of laws and ordinances) when selling Tickets.
2. Organizer shall be responsible and pay for the rights management with respect to all Intellectual Property Rights, portrait rights, publicity rights, and other rights in connection with the content it streams, except as provided for in Article 9(3), and we are in no way liable for rights management, except as provided for in Article 9(3).
3. If the copyright with respect to content streamed by Organizer is managed by the rights management organizations JASRAC and NexTone (collectively, “JASRAC, Etc.”), we shall handle the payment of royalties and other rights management procedures required under the tariffs of JASRAC, Etc. Organizer shall provide to us a cue sheet or other list of songs used in the streamed content (including archived content) each month as necessary for those rights management procedures.
4. Organizer shall cooperate in the preparation of documents in evidence of Organizer’s right to stream the content and other necessary documents upon our request.
5. Organizer grants to us, for no consideration, the right to use images, content, and other data and information posted or transmitted by Organizer in connection with the Service to the extent necessary for the provision, promotion, and marketing of the Service.
6. Organizer shall not, itself or through an associated third party (including any event guests and artists), commit any act (including but not limited to posts online or on social media) that damages or infringes the reputation, credibility, or other rights and interests of us (including our officers and employees) or the services that we provide. If such act is committed, Organizer shall immediately rectify that act (including deleting the relevant post).
7. All Intellectual Property Rights, Etc. (including Intellectual Property Rights, portrait rights, and all other rights with respect to the Service; “Intellectual Property Rights, Etc.”) are attributable to us or a third party that licenses such rights to us. By agreeing to these Terms of Service and using the Service, Organizer shall only acquire the right to use the Service, and shall not receive any assignment of such Intellectual Property Rights, Etc. or be granted a license with respect to such Intellectual Property Rights, Etc.
8. We may collect, analyze, and use information regarding the Service (including, but not limited to, the number of Tickets sold, frequency of sales, attributes of Organizers, and attributes of the Customers that purchase Tickets), in accordance with our Privacy Policy that we have separately set forth, for the purpose of marketing and improving the Service. In such case, we shall maintain the confidentiality of that information and shall not sell, assign, or transfer that information to any third party.

Article 10  (Prohibited Acts)
Organizer represents and warrants to us that it shall not commit any of the following acts when using the Service (including incitement of or preparing to engage in such acts):

(1) any act prohibited under the Basic Terms of Service;
(2) any act of directly receiving the Product Price or other payments that can be considered as the substantial equivalent of the Product Price from a Customer or Media without using our systems or procedures;
(3) any act in breach of the guidelines that we separately establish with respect to the Service (including, but not limited to, the separate Acceptable Use and IP Rights Policy).

Article 11  (Damages)

1. Notwithstanding the Basic Terms of Service, the amount of any damages that we shall bear in connection with the use of the Service shall be limited to the total amount of consideration for the Service that we receive from Organizer in connection with the event that caused the damage.
2. If the Consumer Contract Act of Japan applies to the relationship between Organizer and us, the scope and limitation of any damages provided for in Article 11(1) only applies if our actions are deemed to be slight negligence. If Organizer incurs damages due to our willful misconduct or gross negligence, the Basic Terms of Service apply irrespective of Article 11(1).
3. We are not obligated to, under any circumstances, except as expressly provided for in these Terms of Service: analyze, disclose, or report the stream status and the like (including the number of viewers, time, and similar information), system information, or technical information; issue a public apology, explanation or the like on our website, social media or any other medium; or have any other non-monetary obligations whatsoever to Organizer.

Article 12  (Survival)
The provisions of Article 4, Article 7, Article 9, Article 11, this Article, and any other provision that by its nature may reasonably be construed to survive the termination of the agreement will remain in effect after the termination of that agreement formed between us and Organizers based on these Terms of Service, regardless of the reason for the termination.

[Amended as of August 11, 2021]
[Amended as of June 30, 2022]
[Amended as of September 14, 2022]
[Amended as of August 15, 2023]

Schedule: Options Sale Terms of Service (Organizer)
These Options Sale Terms of Service (Organizer) (this “Schedule”) establish the relationship between ZAIKO K.K. (“we,” “us” and “our”) and Organizers in connection with provision of Options (defined in Article 1(2)) by Organizers (the “Service”). This Schedule forms a part of the Tickets/Live Streaming Service Terms of Service (Organizer) (these “Terms of Service”), and these  Terms of Service and the Account Registration Terms of Service and (collectively, the “Basic Terms of Service”) also apply to the use of the Service in addition to this Schedule.

Chapter 1　Common Provisions
The provisions of this Chapter 1 apply to all provision of Options defined in Article 1(2). The provisions of Chapter 2 onward apply to the individual Options sold by Organizers. Please confirm the provisions applicable to the Options that you sell.

Article 1 (Definitions)
The following terms are defined as follows in this Schedule: Unless otherwise defined in this Schedule, capitalized terms used in this Schedule have the meanings defined in the Basic Terms of Service.

(1) Website
Our website (at https://zaiko.io, or any new domain or address to which we may change our website for any reason).

(2) Options
Collectively, digital content, services, data, rights, and the like sold by Organizers incidental to Tickets, including but not limited to, the Options defined in Article 1(3) through Article 1(6). We may add to, remove from, or alter the content of Options from time to time.

(3) STICKITS
Digital stickers sold by an Organizer, which Customers can purchase while viewing a stream.

(4) +HD Audio
A service providing high-definition audio for streaming video, or the right to view content with high-definition audio.

(5) +Archive
A service extending the availability period for streaming video, or the right to view streaming video during the extended availability period.

(6) Digitama Stubs
The stub image of the Tickets sold by Organizers using the Service, which is linked to an NFT (Non-Fungible Token).

(7) Ticket Image
The stub image included in Digitama Stubs.

(8) Material
The material that Organizers provide to us as the basis for the Ticket Image.

(9) Marketplace
The platform operated by us for the trading of Digitama Stubs.

Article 2 (Contractual Relationship; Payment Agent Services)

1. Organizers may sell Options when selling Tickets to Customers.
2. Any agreement for the purchase and sale of Options shall be entered into by and between the Organizer and the Customer, and we shall not be a party to such agreements.
3. If Customers choose to purchase Options (excluding STICKITS) when purchasing Tickets, an agreement for the purchase and sale of Options (excluding STICKITS) shall be formed between the Customer and the Organizer at the same time as the agreement for the purchase and sale of Tickets between the Customer and the Organizer.
4. Organizer authorizes us to accept payment of the price of Options that Organizer sells (excluding proceeds from Digitama Stubs transactions provided for in Article 10(3); “Option Price”) on their behalf. Based on such authorization, we shall receive payment of the Option Price from Customers and Media on behalf of Organizers. A Customer’s obligation to pay the Option Price to the Organizer shall be extinguished by performance as of the time we receive payment of the Option Price. Organizers shall not receive the Option Price directly from Customers or Media under any name or by any method.
5. We shall pay out the Option Price, upon deducting a sale commission that is separately specified by us, by bank transfer into an account designated by Organizer (bank account or PayPal account), by the last day of the month after Ticket sales end or the date separately specified by us. If the payment date is a bank holiday, we shall pay by the preceding day. In principle, we do not make early payment in any case.
6. We may refund a Customer’s purchase of Options as we determine to be necessary at our sole discretion. If we refund a Customer’s purchase of Options for any reason, we shall deduct from the Option Price the amount of the refund and any Refund Fees provided for in the Cancellation Policy.
7. If a Customer pays the Option Price by credit card but there is a chargeback (refers to where a credit card company cancels the approval for a payment due to unauthorized use of the card or other reasons), we may return to the credit card company the amount credited by the credit card company, at our sole discretion, without any notice to Organizer. If a chargeback occurs before Organizer receives the Option Price, we shall deduct the amount of the chargeback and any chargeback fees (if any) from the total Option Price. If the chargeback occurs after Organizer receives the Option Price, Organizer shall pay to us the amount of the chargeback and any chargeback fees (if any) by a date that we specify.

Article 3 (Cancellation)
The Cancellation Policy sets forth the terms for when events are suspended, postponed, or cancelled.

Article 4 (No Damages)

1. In addition to the provisions of the Basic Terms of Service, we offer no express or implied warranties whatsoever regarding the continued availability of the Service.
2. In addition to the provisions of the Basic Terms of Service, we are in no way liable for any damage that occurs due to a malfunction of the systems used by the Service (including, but not limited to, the blockchain system and platforms) or a related accident, unless otherwise specified in this Schedule.
3. Our liability for any damages that Organizers may incur in connection with the Service is limited to ordinary, direct and actual damages that Organizers actually incur, and we are in no way obligated to compensate Organizers for any special damages, lost profits, indirect damages, or attorneys’ fees. Notwithstanding the provisions of the Basic Terms of Service, if we bear any damages in connection with the use of the Service, the amount of damages we shall be held liable for shall be limited to the total amount of consideration for the Service that we have received from Organizer in connection with the circumstances that caused the damages.
4. If the Consumer Contract Act of Japan applies to the relationship between Organizer and us, the limitation of damages under Article 4(3) only applies if our actions are deemed to be slight negligence. If Organizer incurs damages due to our willful misconduct or gross negligence, the Basic Terms of Service apply irrespective of Article 4(3).
5. We are not obligated to, under any circumstances, except as expressly provided for in this Schedule: analyze, disclose, or report the stream status and the like (including the number of viewers, time, and similar information), system information, or technical information; issue a public apology, explanation or the like on social media or any other medium; or have any other non-monetary obligations whatsoever to Organizer.

Article 5 (Survival)
The provisions of Article 4, this Article, Article 8(4), Article 9, Article 10(1), Article 11(2) through (4), Article 12, Article 13, and any other provision that by its nature may reasonably be construed to survive the termination of this Schedule will remain in effect even after the termination of this Schedule (irrespective of the reason for termination).

Chapter 2　STICKITS
The provisions of this Chapter apply to Organizers that sell STICKITS.

Article 6 (STICKITS)

1. Organizers may sell STICKITS to Customers while broadcasting a video stream.
2. An agreement for the purchase and sale of STICKITS shall be formed when we confirm that the Customer has paid the purchase price of the STICKITS to us and when the Customer’s purchase of the STICKITS is displayed on the purchase history of his or her account.

Chapter 3　+HD Audio and +Archive
The provisions of this Chapter apply to Organizers that sell +HD Audio or +Archive.

Article 7 (+HD Audio and +Archive)

1. Organizers may sell +HD Audio and +Archive when selling Streaming Tickets to Customers. +HD Audio and +Archive cannot be sold with Offline Tickets.
2. Organizers that sell +HD Audio shall provide streaming video with high-definition audio to the Customers that purchase +HD Audio.
3. Organizers that sell +Archive shall provide a service for extending the avaiable period of streaming video to the Customers that purchase +HD Audio.

Chapter 4　Digitama Stubs
The provisions of this Chapter apply to Organizers that sell Digitama Stubs.

Article 8 (Outsourcing the Creation and Sale of Digitama Stubs; Gtant of License)

1. Organizers shall exclusively outsource to us (i) the creation of NFT content by combining the Material, Ticket Images, and other content related to the creation and sale of Digitama Stubs (the “Content”; including content substantively similar to the Content) with digital assets (including digital assets created using NFTs and other blockchain technology and similar technology; the same applies hereinafter in this Article), (ii) services to conduct sales transactions or other disposition of such NFT content and (iii) the distribution of NFT content in the Marketplace. The rights granted through the foregoing outsourcing shall be on a worldwide basis and shall be granted for the period during which the respective rights for the Content survive. We shall perform the foregoing services on behalf of Organizers.
2. Organizers exclusively grant to us, on a worldwide basis, (i) the right to combine the Material with digital assets (including editing or altering the Material prior to combination), (ii) the right to sell, assign or otherwise dispose of Digitama Stubs to a third party (including allowing the acquirer of the Digitama Stubs to use the Ticket Image), (iii) the right to reproduce, adapt, display, publicly broadcast, or otherwise use the Content to the extent necessary for the advertising and promotion of Digitama Stubs and other actions directly or indirectly necessary for the creation and sale of Digitama Stubs, and (iv) the right to non-exclusively sublicense the foregoing rights to a third party, during the effective term of the rights with respect to the Content.
3. Organizers shall not, and shall not cause us or a third party to, (i) reproduce or adapt the Content or content substantively similar to the Content to be combined with digital assets, (ii) combine the same with digital assets, (iii) assign the same to a third party, (iv) solicit a third party to purchase the same, (v) reproduce, display, publicly broadcast, or otherwise itself use for the purpose of assignment to a third party, or (vi) conduct or cause a third party to conduct any act substantively similar to (i) through (v); for or without consideration, during the effective term of the rights with respect to the Content, without our prior written consent, except for use of the Content by Organizers for the purpose of advertising and promotion of Digitama Stubs. For the avoidance of doubt, Organizers are not restricted from reproducing or adapting the Material for a purpose other than the creation of digital assets, assigning the Material to a third party without combining it into a digital asset, or otherwise using the Material in a way not exclusively licensed under Article 8(2).
4. Organizers shall not exercise, or cause a third party that licenses the Content to Organizers to exercise the moral right of the author, moral right of the performer, portrait rights, publicity rights, or other moral rights with respect to the Content against us or a third party designated by us (including the holder of Digitama Stubs) in connection with Digitama Stubs, during or after the effective period of the rights with respect to the Content.
5. The Ticket Image will be created by one of the following methods:

(1) creation by the Organizer itself, based on the Material, using a tool provided by us for the creation of Ticket Images; or
(2) creation by us based on the Material provided by the Organizer.

6. If the Ticket Image is created by the method specfied in Article 8(5)(1), the Organizer shall provide the data of the Ticket Image to us by the method that we separately specify (including the file format and other methods of provision of the Material).
7. If the Ticket Image is created by the method specfied in Article 8(5)(2), the Organizer shall be responsible and pay for selecting and providing the Material to us by the method that we separately specify (including the file format and other methods of provision of the Material). We shall edit and alter the Material received from Organizers to create the Ticket Image.
8. We shall present a sample of the Ticket Image to the Organizer without delay after the Ticket Image is created. We shall then combine an NFT issued on the Marketplace with the Ticket Image to create Digitama Stubs at the time we designate.
9. Organizers shall be responsible and pay for conducting all rights management necessary with respect to the any grant of rights, non-exercise of rights, and licensing of rights under this Article 8 and otherwise under this Schedule.

Article 9 (Use and Trading of Digitama Stubs by Customers)

1. Organizers shall grant to the Customers that purchase Digitama Stubs (“Holders”) a license to assign the Digitama Stubs to a third party, or to reproduce, display, or publicly broadcast Digitama Stubs, for any of the following purposes; Organizers shall not exercise, or cause a third party that licenses the Content to Organizers to exercise, the moral right of the author, moral right of the performer, portrait rights, publicity rights, or other moral rights with respect to the Content against Holders in connection with Digitama Stubs:

(1) for the purpose of sharing the Ticket Image with third parties through a social media account, blog, website, or the like owned and managed by the Holder;
(2) for the purpose of advertising or promoting Digitama Stubs; or
(3) for other purposes with our approval.

2. The provisions of Article 9(1) will remain in effect for as long as Holders hold the Digitama Stubs, even after the termination of the agreement between Organizers and us with respect to the use of the Service (the “User Agreement”).

Article 10 (Rights Ownership and Profits Distribution)

1. The copyright (including rights provided for in Article 27 and Article 28 of the Copyright Act) and all other rights whatsoever with respect to a Ticket Image created by us pursuant to Article 8(6) and Digitama Stubs are (quasi-) co-owned by Organizers and us. For the avoidance of doubt, the rights with respect to the Material are reserved by Organizers or the third party that licenses the Material to Organizers.
2. The Ticket Image and Digitama Stubs shall be used in accordance with the provisions of this Schedule, and any matter not provided for herein shall be determined upon separate consultation.
3. We shall receive from purchasers of Digitama Stubs the following proceeds from transactions with respect to Digitama Stubs (including license fees arising from the licensing of rights held by Organizers and us with respect to the Ticket Image and Digitama Stubs), as commissioned by Organizers or Holders (if trading features are implemented):

(1) proceeds from our sale, assignment or other disposal of Digitama Stubs on Organizer’s behalf; and
(2) sales/assignment commission received from the selling Holders with respect to any sale of Digitama Stubs by Holders to a third party.

4. We shall pay to Organizers the balance of the proceeds received under Article 10(3) after deducting the NFT issuance costs that we specify separately, the costs associated with creating the Ticket Image, and the advertising and promotion costs of Digitama Stubs (the “Deductible Costs”) and the commission fee that we specify separately (the “Commission Fee”).
5. The Commission Fee includes all compensation payable by Organizers to us for the services commissioned under this Schedule. Our payment to Organizers under Article 10(4) includes all consideration for the transfer of rights, grant of rights, and non-exercise of rights under this Schedule. Organizers confirm in advance that they do not hold any right of claim against us for payment of consideration under this Schedule other than the deductions and payment provided for in the preceding paragraph, except for consumption tax payable (if any).
6. We shall pay the amount provided for in Article 10(3)(1) to Organizers by transfer into the bank account designated by Organizers pursuant to Article 2(5) of this Schedule. We shall pay the amount provided for in Article 10(3)(2) to Organizers by the method that we specify separately.

Article 11 (Representations and Warranties; Maintenance of Rights)

1. Organizers shall represent and warrant to us the following matters are true and accurate:

(1) that Organizer is a company duly incorporated and validly existing under the applicable laws and ordinances (if Organizer is a company), and has the authority and capacity to conduct execute this Schedule and perform all of the provisions of this Schedule.
(2) that Organizer lawfully holds, or has been granted a license from the lawful holder, the copyright, moral right of the author, portrait rights, publicity rights, and all other rights whatsoever with respect to the Material in the Territory during the effective period of the rights with respect to the Material, and the use of the Material under this Schedule does not violate the rights of any third party or breach any contract with a third party; and
(3) that Organizer lawfully holds, or has been granted a license from the lawful holder, the copyright, moral right of the author, portrait rights, publicity rights, and all other rights whatsoever with respect to images, videos, music, and all other content or material used in any special promotion offered to Holders in connection with the sale or assignment of Digitama Stubs.

2. If any third party asserts rights or otherwise makes a complaint with respect to the Material, the Ticket Image, or Digitama Stubs, Organizer shall resolve that issue at its own responsibility and cost, and compensate us for any and all damage that we incur (including reasonable legal fees). The same applies if any third party asserts rights or otherwise makes a complaint with respect to the content or material in a special promotion.
3. If a contract or other agreement between Organizers and an author, performer, holder of portrait rights, or other party with an interest in rights management under Article 8(9) or Article 11(1)(3) (including, without limitation, an entertainer, artist, or athlete) that includes provisions with respect to rights management is terminated, expires, or is assumed by a third party, or a similar event occurs (including, without limitation, the transfer, resignation, or retirement of an entertainer, artist or athlete), Organizers shall promptly report to us and be responsible and pay for measures to ensure that the trading of Digitama Stubs is not impeded.
4. If Organizer discovers that a third party has infringed, or is likely to infringe, the copyright, portrait rights, publicity rights or other intellectual property rights with respect to the Material, it shall promptly report to us and be responsible and pay for measures to remove or prevent that infringement.

Article 12 (Notice of Postponement or Cancellation)
Notwithstanding the provisions of Article 3, if an event is postponed or cancelled, Organizers shall notify us of the postponement or cancellation at least two business days in advance of the scheduled date (for a multi-day event, the first day of that event). Organizers shall compensate us for any damages that we incur as a result of Organizer’s failure to give notice under this Article (including, but not limited to, blockchain network transaction fees and other costs associated with the creation of Digitama Stubs).

Article 13 (Post-Termination Measures)

1. The license of the Material by Organizers pursuant to the provisions of this Schedule and the grant of rights and non-exercise of rights with respect to the Ticket Image and Digitama Stubs by Organizers and us pursuant to the provisions of this Schedule will remain valid even if the User Agreement is terminated (for any reason; the same applies hereinafter). Holders may assign or otherwise dispose of those rights to another person, in which case Organizers shall not raise any objection.
2. If any Digitama Stubs have not been sold, assigned or otherwise disposed of to Holders at the time of termination of the User Agreement, Organizers shall promptly consult with us regarding the sale of those Digitama Stubs.
3. We shall continue to receive the proceeds from any transaction of Digitama Stubs sold or assigned pursuant to the provisions of Article 13(1), or whose sale, assignment, or other disposition is determined through separate consultation between Organizers and us pursuant to Article 13(2), and pay those proceeds to Organizers, net of the Commission Fee, pursuant to the provisions of this Schedule.

[Established and enforceable as of June 30, 2022]

5. Cancellation Policy

1. Postponement, cancellation, and refunds
   (1) Organizers are generally not allowed to cancel an event once Tickets have gone on sale. If it is not feasible to hold the event on the scheduled date and time due to unavoidable circumstances, the Organizer shall take one of the following actions:

① Offline event: Postpone the event
② Streaming event: Use recorded video and extend the archive period
③ Steaming event: Reschedule the event to a later time on the same day or to a later date (including streaming the event at the later time or date or using recorded video)

Organizers shall pay for any expenses (including equipment and venue costs) associated with whichever of the above options ① - ③ they choose.

(2) If the above actions cannot be taken and the event is cancelled, or if refunds of the Product Prices (*) need to be issued to Customers in connection with postponement, change of venue, or another change in the details of the event, we will confirm whether the Organizer intends to refund the Purchase Fee (*) to Customers, and refund the Product Prices to Customers. Organizers shall pay us the Refund Fee provided for in the following table. We will bear the remittance fees and the like associated with refunds that we pay to Customers. However, transaction fees for certain payment methods that the Customer selects (e.g. convenience store, PayPal, etc.) are not refundable.

[Refund fee]

		A. If the Purchase Fee is refunded to the Customer:	B. If the Purchase Fee is not refunded to the Customer:
Purchase Fee borne by	(i) Customer	8% of the Product Prices (excl. tax)	3% of the Product Prices (excl. tax)
	(ii) Organizer	8% of the Product Prices (excl. tax)	-
	(iii) Customer and Organizer	8% of the Product Prices (excl. tax)	3% of the Product Prices (excl. tax)

* “Product Prices” is the total amount of consideration paid by a Customer to an Organizer in connection with the purchase of Tickets and additional options, and includes the ticket price, the equivalent of the Purchase Fee, and the price of any additional options selected (including, but not limited to, +HD Audio, +Archive, and Digitama Stubs).

* “Purchase Fee” is the fee that we charge in accordance with the Tickets/Live Streaming Service Terms of Service (Organizer). When selling Tickets, Organizers may select whether the Purchase Fee is to be paid by (i) the Customer, (ii) the Organizer, or (iii) the Customer and the Organizer in a ratio determined by the Organizer. If Customers purchase additional options as well as Tickets, the Refund Fee for additional options will be calculated at the same rate as the Refund Fee for Tickets.

(3) If an Organizer provides refunds directly to Customers instead of through us, the Organizer shall be responsible for resolving and paying for any disputes or other problems (including but not limited to problems in connection with the refund amount and the handling of personal information provided for the purpose of processing the refund) that arise between Organizer and a Customer, Organizer and Media, or Organizer and any other third party in connection with those refunds. We are in no way liable for such disputes or problems.
(4) Notwithstanding (2) above, we may refund the Product Prices to Customers as we determine to be appropriate at our own discretion, in which case Organizers shall not object to that refund, and the Refund Fee is payable pursuant to (2).

2. Handling of prepaid Product Price on event postponement
   If an event is postponed (for any reason), we will handle the Product Prices received from Customers as follows.

(1) If we have not paid the Product Prices to the Organizer as of the time the event is postponed, we may withhold payment to the Organizer until a date that we separately specify in preparation for providing refunds to Customers.
(2) If a postponed event is cancelled, the Product Prices will be refunded in accordance with Section 1 of this Cancellation Policy.

[Amended as of August 11, 2021]
[Amended as of June 30, 2022]

6. STICKITS Purchase Terms of Service (Customer)
These STICKITS Purchase Terms of Service (these “Terms of Service”) establish the relationship between ZAIKO K.K. (“we,” “us” and “our”) and Customers in connection with STICKITS (meaning digital stickers sold by an Organizer, which can be purchased while viewing a stream) and the STICKITS service (the “Service”). In addition to these Terms of Service, our Account Registration Terms of Service and Tickets/Live Streaming Service Terms of Service (Customer) (the “Basic Terms of Service”) also apply to the use of the Service. Unless otherwise defined in these Terms of Service, capitalized terms used in these Terms of Service have the meanings defined in the Basic Terms of Service.

Article 1 (Consent to these Terms of Service)
These Terms of Service apply to all interactions between us and Customers in connection with Customers’ use of the Service (including all individual future STICKITS purchases and other transactions by Customers on the Service).

Article 2 (Contractual Relationship and Liability for STICKITS Sales)

1. Customers may purchase STICKITS sold by Organizers through the Service while viewing a stream.
2. Any agreement for the purchase and sale of STICKITS shall be entered into by and between the Organizer and the Customer, and we shall not be a party to such agreements.
3. An agreement for the purchase and sale of STICKITS shall be formed when we confirm that the Customer has paid the purchase price of the STICKITS to us and when the Customer’s purchase of the STICKITS is displayed on the purchase history of his or her account.
4. Customers shall be responsible for resolving and paying for any disputes or other problems (including but not limited to problems in connection with the event information displayed) that arise between a Customer and an Organizer, a Customer and Media, or a Customer and any other third party in connection with the purchase of STICKITS. We are in no way liable for such disputes or problems.
5. If we are required to pay any costs (including but not limited to settlement payments and attorneys’ fees) to resolve a dispute or problem in connection with the purchase of STICKITS under Article 2(4), the Customer shall be required to reimburse us for any amount of such costs that we specify. The Customer shall bear all fees associated with payment of such costs.

Article 3 (Payment Agent Services)
We are authorized by Organizers to accept payment of the price of STICKITS (the “STICKITS Price”) from Customers on the Organizer’s behalf. Based on such authorization, we shall receive payment of the STICKITS Price from Customers on behalf of Organizers. Customers shall not pay the STICKITS Price directly to Organizers, under any name or by any method.

Article 4 (Cancellation)

1. In principle, cancellation and refunds due to a Customer’s circumstances (including, but not limited to, errors in the information provided by Customer and multiple purchases due to a malfunction in Customer’s connection or system) is not permitted after purchase.
2. If a performance or event is cancelled (including if an event is cancelled due to force majeure or a server outage), we will process refunds, etc. on the Organizer’s behalf.

Article 5 (Intellectual Property Rights)
All Intellectual Property Rights, etc. with respect to the Service and STICKITS (including Intellectual Property Rights, portrait rights, and all other rights with respect to STICKITS and Intellectual Property Rights, portrait rights and all other rights with respect to the Service) are attributable to us or a third party that licenses such rights to us. By agreeing to these Terms of Service and using the Service, Customers shall only acquire the right to use the Service, and shall not receive any assignment of such Intellectual Property Rights, etc. with respect to the Service or STICKITS or be granted a license with respect to such Intellectual Property Rights, etc.

Article 6 (Damages)

1. Notwithstanding the Basic Terms of Service, if we bear any damages in connection with the use of the Service, the amount of damages we shall be held liable for shall be limited to the total of the Customer’s most recent purchase of STICKITS before incurring the damage.
2. If the Consumer Contract Act of Japan applies to the relationship between Customers and us, the limitation of damages under Article 6(1) shall only apply to any damages that Customers may incur as a result of our slight negligence. If Customers incur damages due to our willful misconduct or gross negligence, the Basic Terms of Service apply irrespective of Article 6(1)

Article 7 (Survival)
The provisions of Article 2(4) and (5), Article 4, Article 5, Article 6, this Article, and any other provision that by its nature may reasonably be construed to survive the termination of the agreement will remain in effect even after the termination of the contract formed between us and Users based on these Terms of Service (irrespective of the reason for termination).

[Amended as of June 30, 2022]

7. Options Purchase Terms of Service (Customer)
These Option Purchase Terms of Service (these “Terms of Service”) establish the relationship between ZAIKO K.K. (“we,” “us” and “our”) and Customers in connection with Options (defined in Article 1(2)) provided by Organizers and the Options service (the “Service”). Customers shall read and agree to these Terms of Service in their entirety in order to use the Service.

Chapter 1 (Common Provisions)
The provisions of this Chapter 1 apply to all provision of Options defined in Article 1(2). The provisions of Chapter 2 onward apply to the individual Options selected by Customers. Please confirm the provisions applicable to the Options that you purchase.

Article 1 (Definitions)
The following terms are defined as follows in these Terms of Service: In addition to these Terms of Service, our Account Registration Terms of Service and Tickets/Live Streaming Service Terms of Service (Customer) (the “Basic Terms of Service”) also apply to the use of the Service. Unless otherwise defined in these Terms of Service, capitalized terms used in these Terms of Service have the meanings defined in the Basic Terms of Service.

(1) Website
Our website (at https://zaiko.io, or any new domain or address to which we may change our website for any reason).

(2) Options
Collectively, digital content, services, data, rights, and the like sold by Organizers incidental to Tickets, including, but not limited to, the Options defined in Article 1(3) through Article 1(5). We may add to, remove from, or alter the content of Options from time to time.

(3) +HD Audio
A service providing high-definition audio for streaming video, or the right to view content with high-definition audio.

(4) +Archive
A service extending the availability period for streaming video, or the right to view streaming video during the extended availability period.　　

(5) Digitama Stubs
The stub image of the Tickets sold by Organizers using the Service, which is linked to an NFT (Non-Fungible Token).

(6) Ticket Image
The stub image included in Digitama Stubs.

(7) Marketplace
The platform operated by us for the trading of Digitama Stubs.

Article 2 (Applicability of these Terms of Service)

1. These Terms of Service apply to all interactions between us and Customers in connection with Customers’ use of the Service (including all individual future Options purchases and other transactions by Customers on the Service).
2. Any rules applicable to the use of the Service that are posted on the Website constitute a part of these Terms of Service.
3. If there is any inconsistency between the content of these Terms of Service and the rules referred to in Article 2(2) or other explanations or the like regarding the Service, these Terms of Service will prevail.

Article 3 (Contractual Relationship; Payment Agent Services)

1. Any agreement for the purchase and sale of Options shall be entered into by and between the Organizer and the Customer, and we shall not be a party to such agreements.
2. If Customers choose to purchase Options when purchasing Tickets, an agreement for the purchase and sale of Options shall be formed between the Customer and the Organizer at the same time as the agreement for the purchase and sale of Tickets between the Customer and the Organizer.
3. We are authorized by the Organizer to accept payment of the price of those Options (“Option Price”) from the Customer on the Organizer’s behalf. If Customers purchase Options using the Service, based on such authorization, we shall receive payment of the Option Price from Customers on behalf of Organizers. A Customer’s obligation to pay the Option Price to the Organizer shall be extinguished by performance as of the time we receive payment of the Option Price. Customers shall pay the Option Price by the method that we designate, and shall not pay the Option Price directly to Organizers or Media under any name or by any method.

Article 4 (Prohibited Acts)
Customers represent and warrant to us that they shall not commit any of the following acts when using the Service (including incitement of or preparing to engage in such acts):

(1) execution of an agreement for the purchase of Options by a Customer without using the Service;
(2) any act prohibited under the Account Registration Terms of Service;
(3) any act in breach of the guidelines that we separately establish with respect to the Service (including, but not limited to, the Acceptable Use Policy).

Article 5 (Liability for Option Sales)

1. Customers shall be responsible for resolving and paying for any disputes or other problems that arise between a Customer and an Organizer, a Customer and Media, or a Customer and any other third party (including, but not limited to, other Customers) in connection with the purchase of Options. We are in no way liable for such disputes or problems.
2. If we are required to pay any costs (including but not limited to settlement payments and attorneys’ fees) to resolve a dispute or problem in connection with the purchase of Options under Article 5(1), the Customer shall be required to reimburse us for any amount of such costs that we specify. The Customer shall bear all fees associated with payment of such costs.

Article 6 (Cancellation)

1. In principle, cancellation and refunds due to a Customer’s circumstances (including, but not limited to, errors in the information provided by Customer and multiple purchases due to a malfunction in Customer’s connection or system) is not permitted after purchase.
2. If a performance or event is cancelled (including if an event is cancelled due to force majeure or a server outage), we will notify the Customers that have purchased Tickets to that performance or event via the registered email address, and process refunds, etc. on the Organizer’s behalf.
3. If a refund is provided under Article 6(2), the digital content, service, data, rights, or other purchased Options will not be granted to the Customer, and any digital content, service, data, rights, or other purchased Options already granted will become unavailable as of the time the refund is provided.

Article 7 (Intellectual Property Rights)
All Intellectual Property Rights, etc. with respect to the Service and Options (including Intellectual Property Rights, portrait rights and all other rights with respect to the Service and Options such as copyright with respect to the Ticket Image) are attributable to us or a third party that licenses such rights to us. By agreeing to these Terms of Service and using the Service, Customers shall only acquire the right to use the Service, and shall not receive any assignment of such Intellectual Property Rights, etc. with respect to the Service or Options or be granted a license with respect to such Intellectual Property Rights, etc.

Article 8 (Damages)

1. Notwithstanding the Basic Terms of Service, if we bear any damages in connection with the use of the Service, the amount of damages we shall be held liable for shall be limited to the total value of all of the Options in the Customer’s most recent purchase before incurring the damage.
2. If the Consumer Contract Act of Japan applies to the relationship between Customers and us, the limitation of damages under Article 8(1) shall only apply to any damages that Customers may incur as a result of our slight negligence. If Customers incur damages due to our willful misconduct or gross negligence, the Basic Terms of Service apply irrespective of Article 8(1)

Article 9 (Survival)
The provisions of Article 4, Article 5, Article 6, Article 7, Article 8, this Article, Article 12(5), third sentence of Article 13(3), and any other provision that by its nature may reasonably be construed to survive the termination of these Terms of Service will remain in effect even after the termination of the contract formed between us and Users based on these Terms of Service (irrespective of the reason for termination).

Chapter 2 (+HD Audio and +Archive)
The provisions of this Chapter apply to Customers that purchase +HD Audio or +Archive. +HD Audio and +Archive are not available for Offline Tickets.

Article 10 (+HD Audio)

1. Customers may view streaming video with high-definition audio by purchasing +HD Audio when purchasing Streaming Tickets.
2. Because the quality and other characteristics of high-definition audio vary depending on the Streaming Event, Customers shall confirm the page for the Streaming Event before purchasing +HD Audio.
3. Organizers are responsible for maintaining and managing the quality of streaming video, including audio, and we are not liable for that quality, etc.

Article 11 (+Archive)

1. Customers may view streaming video during an extended period in addition to the standard Archive Period by purchasing +Archive when purchasing Streaming Tickets.
2. Because the length of the extended period varies depending on the Streaming Event, Customers shall confirm the page for the Streaming Event before purchasing +Archive.

Chapter 3 (Digitama Stubs)
The provisions of this Chapter apply to Customers that purchase Digitama Stubs.

Article 12 (Digitama Stubs)

1. Customers may purchase Digitama Stubs when purchasing Tickets. In addition, Customers may perform the following acts with respect to Digitama Stubs (collectively, “Trade and Use”):

(1) sell the purchased Digitama Stubs to another Customer (limited to Customers that use the Service in accordance with these Terms of Service; the same applies hereinafter);
(2) purchase Digitama Stubs from another Customer who has purchased them previously; and
(3) use purchased Digitama Stubs as provided for by us.

2. Digitama Stubs may only be purchased or sold through the Marketplace.
3. By providing the Service, we only provide a venue and opportunity to enter into contracts with respect to Digitama Stubs, and we are not a party to the contract with respect to the purchase and sale of Digitama Stubs. A contract with respect to the purchase and sale of a Digitama Stubs is formed between a Customer selling Digitama Stubs and a Customer purchasing Digitama Stubs when those parties agree on the terms of the transaction (including, but not limited to, the price of the Digitama Stubs; the same applies hereinafter).
4. Notwithstanding the provisions of Article 12(3), we may set a minimum transaction price with respect to the Digitama Stubs, in which case Customers shall execute transactions for Digitama Stubs at a price equal to or greater than the minimum transaction price.
5. While an Organizer may provide special benefits to a Customer, we shall not be responsible in any manner whatsoever for any disputes or other issues that arise with respect to such special benefits.

Article 13 (Registration)

1. Customers shall register for our Digitama service in order to Trade and Use Digitama Stubs. Customers that wish to Trade and Use Digitama Stubs shall agree to the Digitama Terms of Service separately established by us, and comply with the matters with respect to user registration and other matters with respect to the use of the Digitama service provided for in the Digitama Terms of Service.
2. Customers shall not delete their Digitama account while using the Digitama Stubs service. If a Customer deletes their Digitama account, that Customer will be deemed to have ceased using the Digitama Stubs service of their own volition, and will lose the ability to Trade and Use Digitama Stubs. A Customer that ceases using the Digitama Stubs service of their own volition may continue to use the Digitama service.
3. After purchasing Digitama Stubs and until those Digitama Stubs are transferred to another Customer, Customers may reproduce, display, or publicly broadcast the Ticket Image in accordance with the conditions and methods set forth by us, and are authorized to use the Digitama Stubs and the Ticket Image on the Service in accordance with these Terms of Service and other terms and conditions that we set forth; however, if a Customer deletes their Zaiko Account or Digitama Account, that Customer will lose the right to use Digitama Stubs, and become unable to ues the Service, and we are in no way liable in such case:

(1) for the purpose of sharing the Ticket Image with third parties through a social media account, blog, website, or the like owned and managed by the Customer that purchases Digitama Stubs;
(2) for the purpose of advertising or promoting Digitama Stubs; or
(3) for other purposes with our express approval and authorization.

Article 14 (Purchasing)

1. Customers shall purchase Digitama Stubs through the Service pursuant to the terms of the transaction that they agreed upon with the Organizer or Customer selling the Digitama Stubs.
2. After a purchase and sale agreement of a Digitama Stubs is executed, the purchasing Customer cannot cancel such agreement and cannot void or rescind the transaction for any reason unless otherwise permitted by law.
3. The Customer shall pay for any fees associated with the payment of the price of Digitama Stubs.

Article 15 (Trading)

1. Customers shall sell Digitama Stubs on the Market pursuant to the terms of the transaction that they agreed upon with the Customer purchasing the Digitama Stubs. Customers shall pay the fees that we specify separately in order to sell Digitama Stubs through the Service.
2. After a purchase and sale agreement of a Digitama Stubs is executed, the selling Customer cannot cancel such agreement and cannot void or rescind the transaction for any reason unless otherwise permitted by law.
3. Customers selling Digitama Stubs authorize us to accept payment of the price of the Digitama Stubs on their behalf. Customers selling Digitama Stubs shall not receive the price of the Digitama Stubs directly from purchasing Customers under any name or by any method. Customers purchasing Digitama Stubs from another Customer shall pay the Option Price by the method that we designate, and shall not pay the Option Price directly to Organizers or Media under any name or by any method.
4. We will pay the price of the Digitama Stubs that we received upon the selling Customer’s behalf as set forth in Article 15(3) upon deducting a service fee that we set forth separately by wiring such payment to an account that the selling Customer designates by a date that we set forth separately. However, if the payment date is a bank holiday, we will pay by the preceding day.
5. The selling Customer shall pay for any transfer fees associated with the payment set forth in Article 15(4).

[Established and enforceable as of June 30, 2022]
[Amended as of October 31, 2022]

8. Zaiko Premium Terms of Service
These Zaiko Premium Terms of Service (these “Terms of Service”) establish the relationship between ZAIKO K.K. (“we”, “us,” “our,” and “ours”) and members (“Members”) of the Zaiko Premium subscription service (the “Service”) that we provide. Members shall read and agree to these Terms of Service in their entirety in order to use the Service. In addition to these Terms of Service, our Account Registration Terms of Service (the “Basic Terms of Service”) also apply to the use of the Service.

Article 1 (Description of the Service; Consent to these Terms of Service)

1. The Service includes the following services. We may add to, remove from, or alter the content of the Service from time to time.

(1) Zaiko TV: A streaming service for music, stage productions, events, stand-up comedy, esports and other video content (collectively “Content”)
(2) +Archive: A service extending the availability period for streaming video that we provide through the Zaiko tickets and streaming service (the “Zaiko Service”), or the right to view streaming video during the extended availability period (for archived content; the length of the archive period depends on the content)
(3) +HD Audio: A service providing high-definition audio for streaming video in the Zaiko Service, or the right to view content with high-definition audio (the availability of high-definition audio depends on the content)
(4) Zaiko Points: A point service that we grant to Members in accordance with the conditions that we set forth
(5) Other services that we may provide

2. The Service is a paid subscription service. In order to use the Service, Members shall purchase a paid subscription in accordance with these Terms of Service.
3. In order to use the Service, Members shall agree to these Terms of Service and the Basic Terms of Service, and create a Zaiko Account.
4. The term of the agreement with respect to the use of the Service (the “User Agreement”) is one month. Unless the Member conducts the cancellation procedures that we specify before the expiration of the User Agreement, the User Agreement will automatically renew for a further period of one month and the monthly fee is payable pursuant to Article 10(3), and the same applies thereafter.
5. Upon completion of an application to purchase a paid subscription, Members cannot withdraw such application or cancel the User Agreement for any reason, unless that reason is attributable to us.

Article 2 (Amendment of these Terms of Service)

1. We may amend these Terms of Service, at our sole discretion, at any time. We will notify Members of the amended Terms of Service by posting them to our website (at https://zaiko.io/premium or any new domain or address to which we may change our website for any reason; the “Website”) or by another method. The amended Terms of Service will take effect as of the time we specify.
2. Members shall use the Services upon confirming the latest version of these Terms of Service from time to time.

Article 3 (Zaiko TV)

1. Members may view the Content in the following ways (the “Viewing Methods”), subject to the payment of the fee pursuant to these Terms of Service and compliance with these Terms of Service. A Member’s authorization to view the Content is limitative, non-exclusive, and non-assignable, and is limited to personal, non-commercial use. Specific Content that is available through one Viewing Method may not be available through other Viewing Methods due to restrictions placed on the Content by licensors, other third-party restrictions and other matters.

(1) The Website
(2) An approved application or device

2. The video and audio quality of the Content may be affected by the Viewing Method, the Member’s internet speed or connection, and other factors. The video and audio quality of the Content that we are able to provide may also depend on the material supplied by the licensor of the Content. Therefore, we shall not be liable in any way for the video and audio quality of the Content.

Article 4 (+HD Audio and +Archive)

1. +HD Audio: Members that purchase Streaming Tickets through the Zaiko Service may view the video on the Zaiko Service with high-definition audio without paying any additional fees except for the price of the Streaming Tickets and the monthly fee of the Service. +HD Audio may be only used i) when Members purchase Streaming Tickets through the Zaiko Service (separate payment of the ticket price is required) and ii) when +HD Audio is enabled by an Organizer of the stream. If Members do not purchase Streaming Tickets or if the Organizer has not enabled +HD Audio for the stream, +HD Audio may not be used.
2. +Archive: Members that purchase Streaming Tickets through the Zaiko Service may view the video on the Zaiko Service during an extended archive period in addition to the standard archive period without paying any additional fees except for the price of the Streaming Tickets and the monthly fee of the Service, or at a discounted price. +Archive may be only used i) when Members purchase Streaming Tickets through the Zaiko Service (separate payment of the ticket price is required) and ii) when +Archive is enabled by an Organizer of the stream. If Members do not purchase Streaming Tickets or if the Organizer has not enabled +Archive for the stream, +HD Audio may not be used.
3. The video and audio quality of video streamed on the Zaiko Service may be affected by the Viewing Method, the Member’s internet speed or connection, and other factors. The video and audio quality of the Content that we are able to provide may also depend on the material supplied by the licensor of the Content. Therefore, we shall not be liable in any way for the video and audio quality of video streamed on the Zaiko Service.

Article 5 (Zaiko Points)

1. Members may be granted Zaiko Points based on the amount and circumstances of their use of services that we specify.
2. Zaiko Points are valid for a period of six months from the date on which Members obtain them. After such period lapses, the Zaiko Points will become invalid and cannot be used. When this occurs, we will in no way be held liable with respect to any invalidated Zaiko Points.
3. We will determine the services eligible for the granting of Zaiko Points (“Eligible Services”), the rate at which Zaiko Points are granted, and other terms and conditions of the granting of Points, and announce that information on our Website or by another method. Members may check their current Zaiko Points balance through the Account page of the Service.
4. If a transaction of an Eligible Service is cancelled for any reason, the Zaiko Points granted to the Member with respect to that transaction shall be invalidated.
5. Members may use the Zaiko Points that they hold to purchase Tickets on the Zaiko Service and other services that we offer, at a rate of 1 point = 1 yen, pursuant to the conditions and methods that we establish.
6. Members may not assign to third party, create a pledge or other security interest over, or otherwise dispose of Zaiko Points.
7. Members may not convert Zaiko Points into money. We will not return Zaiko Points that a Member has used pursuant to Article 5(5) (or refund money equivalent to such Zaiko Points or the like) unless we deem it necessary to do so at our sole discretion. Zaiko Points may be returned in the case of a refund due to event cancellation or similar circumstances not attributable to Members.
8. If a Member terminates the User Agreement with respect to the Service or deletes their Zaiko Account, their Zaiko Points will be invalidated and cannot be used. When this occurs, we will in no way be held liable with respect to any Zaiko Points invalidated due to such cancellation or account deletion. Even if a Member enters into a new User Agreement for the Service after such cancellation, the pre-cancellation Zaiko Points balance cannot be used.
9. We may cancel or suspend use of the Zaiko Points without providing notice to Members if we consider it necessary to cancel or suspend our system due to system maintenance or the failure of any communications lines, communications methods, or computers.
10. We may, without providing any notice to Members, either suspend the use of all or a portion of any Zaiko Points held or render Zaiko Points to become invalid if a Member falls under any of the following circumstances; we are in no way liable for any losses or damages that Members incur as a result of the provisions of this Article 5(10):

(1) when Members obtain Zaiko Points through any unauthorized means, or use any Points upon having knowledge that such Zaiko Points were obtained through unauthorized means;
(2) when any Zaiko Points were falsified or forged;
(3) when Members breach these Terms of Service or other terms of service established by us; or
(4) when we otherwise determine that it is appropriate to suspend the use of the Zaiko Points.

11. We may amend or terminate any conditions and the like of our grant or Member’s use of the Zaiko Points at our convenience. We may suspend the use of all or a portion of Member’s Zaiko Points as a result of any applicable amendment or termination.

Article 6 (Intellectual Property Rights)

1. All Intellectual Property Rights (as defined in the Account Registration Terms of Service), with respect to the Service and the Content are attributable to us or a third party that licenses such rights to us. By agreeing to these Terms of Service and using the Service, Members shall only acquire the right to use the Service, and shall not receive any assignment of such Intellectual Property Rights, etc. with respect to the Service or the Content or be granted a license with respect to such Intellectual Property Rights, etc.
2. We hold the copyright, trademark rights, and other intellectual property rights, etc. with respect to our trade name and logo, the Website, and other marks, graphics, logos, scripts, and sounds that we own (the “ZAIKO Intellectual Property”). Members shall not copy, download, or otherwise use the ZAIKO Intellectual Property under any circumstances.

Article 7 (Use of Applications)
Members may be required to agree to download application software or other materials or agree to separate terms in order to sign up for certain parts of the Service or access certain Content. In such case, those additional terms constitute a part of and are incorporated into these Terms of Service unless otherwise specified therein.

Article 8 (Suspension; Cancellation)
We may alter, suspend or cancel all or part of the Service (including any device used to access the Content and the Service) with respect to any Members, temporarily or permanently, at any time, and without notice. Members agree in advance that we may take such measures at our sole discretion. Members agree that we shall not be held liable for any alteration, suspension or cancellation of the Service.

Article 9 (Viewing Methods; Internet Charges)
Members shall bear all costs in connection with the use of the Viewing Methods and the internet.

Article 10 (Subscription; Billing)

1. A User Agreement for the Service will be formed when a Member purchases a paid subscription (including a free trial provided for in Article 12). Members may check the term of the User Agreement and other information regarding the status of their membership through the Account page of the Service.
2. Members shall pay the monthly fee that we set forth separately by any one of the payment methods that we set forth separately, as selected by the Member (“Payment Method”).
3. We will automatically charge monthly fees to a Member’s Payment Method each month on the calendar day corresponding to the date that Member signed up. However, if the Member changes the Payment Method, the billing date may also change as a result. We may change the fee for the Service from time to time. We will notify Members of the content of such fee changes by email or another method in advance. Any and all fees are not refundable under any circumstances.

Article 11 (Cancellation)
In order to terminate the User Agreement, Members shall conduct the cancellation procedures that we specify before the expiration of the User Agreement. If Members cancel the User Agreement during its term, the subscription fee for that period is not refundable, but Members may continue to use the Service for the remainder of that period. However, the Member’s Zaiko Points balance will immediately be invalidated upon completion of the cancellation procedures. If Members sign up of the Service using the Zaiko app, they shall conduct the cancellation procedures through the app store from which the app was purchased.

Article 12 (Free Trials; Discounts)

1. We may offer a free trial or discount to Members that meet certain conditions. We will separately set forth the specific conditions regarding any free trial or discount that we may offer. Each Member may use a free trial or discount only once, and if a Member attempts to use a free trial or discount more than once, we will refuse to provide such free trial or discount, and may pursue civil or criminal legal action against such Member, depending on the circumstances. Members can view the details of any free trial or discount applicable to them on the Account Page.
2. Unless Members cancel the User Agreement before the end of a free trial period or discount period, the user agreement will automatically transition to a paid or full-price user agreement upon the end of the free trial period or discount period.
3. We will not notify Members of the end of a free trial or discount, or the start of a full-price subscription to the Service. If Members do not wish to continue to use the Service after the end of the free trial or discount, Members must cancel the Service under Article 11 before the end of the free trial period or discount period. If Members cancel the Service part-way through the free trial period or discount period, the User Agreement will immediately be terminated and Members will lose the ability to use the Service.

Article 13  (Third-Party Products and Services)
If Members sign up for the Service as part of a package offer with the purchase or payment of a third-party product or service, Members agree that we are not liable with respect to any disadvantage or damages incurred due to or in connection with that third-party product or service.

Article 14 (Damages)

1. Notwithstanding the Basic Terms of Service, the maximum amount of damages payable by us in connection with the use of the Service is the total of the fees received from the Member for the Service over the one-year period preceding the event that caused the damage. We will not be liable for any damages arising due to special circumstances.
2. If the Consumer Contract Act of Japan applies to the relationship between Members and us, the limitation of damages under Article 14(1) shall only apply to any damages that Members may incur as a result of our slight negligence. If Members incur damages due to our willful misconduct or gross negligence, the Basic Terms of Service apply irrespective of Article 14(1).

Article 15 (Territory)
Members acknowledge and agree that: the Service is limited by the rights that the licensors of the Content grant to us; the Content may be provided only to a limited range of territories; and it is prohibited to access the Content from territories in which we have not been granted rights or in which we do not provide the Service and use technology to obtain such access.

Article 16 (Survival)
The provisions of Article 3(2), Article 4(3), Article 5(2) and (10), Article 6, Article 8, Article 10(3), Article 13, Article 14, this Article, and any other provision that by its nature may reasonably be construed to survive the termination of the agreement will remain in effect even after the termination of the User Agreement and these Terms of Service (irrespective of the reason for termination).

[Established and enforceable as of November 4, 2020]
[Amended as of June 30, 2022]

9. Zaiko Labo (Subscription) Terms of Service
These Zaiko Labo Terms of Service (these “Terms of Service”) establish the relationship between ZAIKO K.K. (“we”, “us,” “our,” and “ours”) and Labo Users (defined in Article 1(3)) to whom Channel Providers (defined in Article 1(1)) provide subscriptions through the Zaiko Labo platform (the “Service”). Labo Users shall read and agree to these Terms of Service in their entirety in order to use the Service. In addition to these Terms of Service, our Account Registration Terms of Service (the “Basic Terms of Service”) also apply to the use of the Service.

Article 1 (Definitions)
The following terms are defined as follows in these Terms of Service:

(1) “Channel Provider” means a person that provides a subscription service through the Service.
(2) “Channel” means a subscription service provided by a Channel Provider.
(3) “Labo User” means a User that purchases a Channel through the Service.

Article 2 (Applicability of these Terms of Service)

1. The Channels provided by Channel Providers are a paid subscription service. In order to use Channels, Labo Users shall purchase a paid subscription to a Channel in accordance with these Terms of Service.
2. In order to use the Service, Labo Users shall agree to these Terms of Service and the Basic Terms of Service, and create a Zaiko Account.

Article 3 (Provision of Channels)

1. Each Channel is provided to Labo Users by the Channel Provider through the Labo system. The Channel Provider is responsible for providing and operating each Channel. We shall not be held expressly or impliedly responsible or liable in any manner whatsoever for any Channels and we do not guarantee any matters whatsoever with respect to any Channels. Any inquiries regarding a Channel shall be sent directly to the Channel Provider.
2. The content of the services that each Channel provides (including but not limited to the availability and period of archived viewing, the availability of discounts for event tickets, and the type and amount of available content) and content restrictions (including, but not limited to, geographical restricions and age restrictions) and conditions of use (“Restrictions and Conditions of Use”) differ for each Channel. Labo Users shall check and agree to the Restrictions and Conditions of Use and other details displayed on the Channel’s page within the service before using a Channel. The Channel Provider may change the content of a Channel’s services at any time.
3. When Labo Users register on a Channel, they receive a limitative license to use the content provided through the Channel, solely for personal, non-commercial use (“Content License”). Labo Users may not assign, transfer, sublicense, or otherwise dispose of the Content License to any third party or other accounts.
4. The display of any “back numbers,” “archived viewing” and the like that relate to the content provided in a Channel does not guarantee that all content that a Channel provided in the past will be provided.

Article 4 (Automatic Renewal of Subscription)

1. The term of the agreement with respect to the use of a Channel (the “User Agreement”) is as follows. Each agreement term is counted from the day that the Labo User registers for the Channel.

(1) Monthly payment under Article 5(1)(i): One month
(2) Annual payment under Article 5(1)(ii): One year

2. Unless the Labo User conducts the cancellation procedures that we specify before the expiration of the User Agreement, the User Agreement will automatically renew for the same period, and the same applies thereafter.

Article 5 (Subscription Fees)

1. Labo Users shall pay the subscription fees for Channels either monthly or annually, as determined by the Channel Provider. If the Channel Provider offers the options of both monthly and annual payment, Labo Users shall choose which payment option to use.

(1) Monthly payment
Labo Users will be charged the monthly subscription fee set forth for the Channel. The subscription fee is payable for the one-month period starting on the day of the month on which Labo Users subscribe to a Channel and ending on the preceding day of the following month. Labo Users will be charged the first month’s subscription fee on the first day of their subscription. If Labo Users do not cancel their subscription by the day before the renewal date, the subscription will automatically renew and they will be charged for the next month’s subscription fee as of the renewal date.

(2) Annual payment
Labo Users will be charged the annual subscription fee set forth for the Channel. The subscription fee is payable for the one-year period starting on the day of the month on which Labo Users subscribe to a Channel and ending on the preceding day of the following year. Labo Users will be charged the first year’s subscription fee on the first day of their subscription. If Labo Users do not cancel their subscription at least one month before the renewal date, the subscription shall automatically renew and they shall be charged for the next year’s subscription fee as of the renewal date.

2. Even if Labo Users cancel the User Agreement by the method specified in Article 6(2) during the term of the User Agreement, they can continue to use the Channel during the remainder of the agreement term. Labo Users shall not receive a refund on a pro rata basis for the remaining days of the agreement term.
3. If the User Agreement ends early due to a reason attributable to the Channel Provider (including, but not limited to, closure of the Channel due to the artist suspending their activities or breaking up), the Channel Provider shall determine and process refunds of subscription fees already paid, and we shall not be liable in any way for refunds.

Article 6 (Cancellation by Labo Users)

1. Labo Users may not wirthdraw or cancel an application for a User Agreement for their own reasons, except as provided for in these Terms of Service.
2. Labo Users may stop the automatic renewal of the User Agreement and cancel the User Agreement by the designated method by either of the following dates (the “Cancellation Date”):

(1) Monthly payment of subscription fees: The day before renewal
(2) Annual payment of subscription fees: One month before expiration

3. If a Labo User cancels the User Agreement under Article 6(2), the User Agreement will not automatically renew, and will terminate as of the expiration date. Labo Users can continue to use the Channel during the remainder of the agreement term.

Article 7 (Termination)
If any of the following events occur, Labo Users shall lose any Content License that they hold. Also, when Labo Users cancel their subscription to a Channel, they shall forfeit any Content License that they hold with respect to any subscribers-only content from such Channel. We are not in any way obligated to compensate or indemnify Labo Users with respect to any of the foregoing:

(1) if the Labo User deletes their Zaiko Account;
(2) if the User Agreement in connection with the relevant Channel is terminated;
(3) if we suspend or delete the Labo User’s account or take similar action;
(4) if the Channel Provider deletes any relevant content; or
(5) if the Channel is closed.

Article 8 (Suspension of Use)

1. If Labo Users breach the Basic Terms of Service or these Terms of Service, we may limit their use of all or part of the subscription service or terminate their use of a Channel. Labo Users consent to the foregoing in advance.
2. Termination of Labo Users’ use of a Channel under Article 8(1) does not entitle Labo Users to a refund of the subscription fees paid with respect to such Channel for any reason.

Article 9 (Intellectual Property Rights)
All Intellectual Property Rights, etc. with respect to the Service, the Channels, and the content are attributable to us, the Channel Provider, or a third party that licenses such rights to us or the Channel Provider. By agreeing to these Terms of Service and using the Service, Labo Users shall only acquire the right to use the Service, and shall not receive any assignment of such Intellectual Property Rights, etc. with respect to the Service, the Channels, or the content or be granted a license with respect to such Intellectual Property Rights, etc.

Article 10 (Use of Applications)
Labo Users may be required to agree to download application software or other materials or agree to separate terms in order to sign up for certain parts of the Service or access certain Channels or content. In such case, those additional terms constitute a part of and are incorporated into these Terms of Service unless otherwise specified therein.

Article 11 (Amendment)
We may amend or add to these Terms of Service, at our sole discretion, at any time. We will notify Labo Users of the amended Terms of Service by posting them to our website (at https://zaiko.io/ or any new domain or address to which we may change our website for any reason) or by another method. The amended Terms of Service will take effect as of the time we specify.

Article 12 (Survival)
The provisions of Article 3(1), Article 5(3), Article 6, Article 7, Article 8, Article 9, this Article, and any other provision that by its nature may reasonably be construed to survive the termination of the agreement will remain in effect even after the termination of the User Agreement and these Terms of Service (irrespective of the reason for termination).

[Established and enforceable as of November 18, 2020]
[Amended as of June 30, 2022]

10. Digitama Terms of Service (User)
These Digitama Terms of Service (these “Terms of Service”) establish the terms of use by Users (defined in Article 1(6)) of the Digitama service (the “Service”) provided by ZAIKO K.K. (“we,” “us” or “our”). Users shall read and agree to these Terms of Service in their entirety in order to use the Service. In addition to these Terms of Service, our Account Registration Terms of Service (the “Basic Terms of Service”) also apply to the use of the Service.

Article 1 (Definitions)
The following terms are defined as follows in these Terms of Service.

(1) Website
Our website (https://zaiko.io/) (includes any domains and the like when and after any changes are made to the domain or the content of the website).

(2) Product
Collectively, (i) the rights to use the Content (defined below) sold through the Service (“Non-NFT Product”) and (ii) the rights to use the Content sold through the Service and the non-fungible tokens (“NFTs”) combined with the Content (“NFT Product”).

(3) Content
The images, videos, audio, music, and other content that the Purchaser of a Product may view or listen to through the Service.

(4) Marketplace
The platform operated by us for transactions related to the Products.

(5) Creator
A person that holds the rights to the Content and first sells a Product through the Service.

(6) User
A person using the Service (other than a Creator).

(7) Seller
A User that makes a Product available for sale through the Service.

(8) Purchaser
A User that purchases a Product through the Service.

(9) Intellectual Property Rights
Copyright (including the rights provided for in Article 27 and Article 28 of the Copyright Act of Japan), neighboring rights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the right to acquire such rights and the right to apply for registration and the like of such rights), portrait rights, publicity rights, ideas, know-how, and the like.

Article 2 (Applicability of these Terms of Service)

1. These Terms of Service apply to all interactions between us and Users in connection with Users’ use of the Service. Users may not use the Service unless they agree to these Terms of Service.
2. Any rules applicable to the use of the Service that are posted on the Website constitute a part of these Terms of Service.
3. If there is any inconsistency between the content of these Terms of Service and the rules referred to in Article 2(2) or other explanations or the like regarding the Service, these Terms of Service will prevail.

Article 3 (Amendment of these Terms of Service)

1. We may amend these Terms of Service, at our sole discretion, at any time. We will notify Users of the amended Terms of Service by posting the amendments to the Website or by another method unless we separately set forth otherwise. The amended Terms of Service will take effect as of the time we specify.
2. Users shall use the Services upon confirming the latest version of these Terms of Service from time to time.

Article 4 (Registration)
A person who wishes to use the Service (“Registration Applicant”) shall agree to comply with these Terms of Service. Registration Applicants may apply to register to use the Services by providing us with certain information that we specify (“Registration Information”) by a method that we designate. In order to use the Service, a Registration Applicant shall agree to the Basic Terms and register a Zaiko account. By logging into the Service using the Zaiko account login details, the User enters into an agreement with us regarding the use of the Service with the same content as these Terms of Service.

Article 5 (Account Management)

1. Users are responsible for managing and maintaining the account pertaining to their use of the Service (“Account”), and shall not allow a third party to use the Account or lend, assign, rename, sell, or otherwise dispose of the Account. When the Services have been used by an Account that we issued, we will deem that the User that has been registered as an owner of the Account is the person that used the Services, even when used by a third party or the like other than the user that the account was issued to.
2. When any damages are incurred due to inadequate management of a User’s Account or the use or the like of a User’s Account by any third parties, Users shall be responsible and be held liable for such damages. We shall not be held liable for such damages in any manner whatsoever.
3. If Users determine that an Account has been stolen or is being used by a third party, Users shall notify us immediately and follow our instructions.

Article 6 (Use of External Services)

1. Users may be able to use information that is registered on an account that he or she may own on an external service (including, but not limited to, Twitter and LINE) for registration and verification purposes for the Service. In such case, Users shall consent to us obtaining their registered information, including personal information from such external service.
2. When Users use certain functions of external services when using the Service pursuant to the preceding paragraph or otherwise, Users shall comply with the terms of service of that external service in addition to these Terms of Service.
3. With respect to the use of external services, the third party that provides the external service is responsible for such service. We do not offer any warranties with respect to any external service.

Article 7 (Details of the Service)

1. Users may use the Service to purchase or sell Products. Products may only be purchased or sold through the Marketplace. Creators shall determine the type of Product (NFT Product or Non-NFT Product), and Users are not able to choose the type of Product. The type of Product cannot be changed after purchase.
2. After purchasing a Product, Purchasers have the authority to use the Content through the Service pursuant to these Terms of Service and other terms that we establish until Purchasers assign the Product to a third party under these Terms of Service. However, if a User cancels their Zaiko Account or their registration for the Service, that User will lose the right to use the Content and become unable to use the Service. We accept no liability in that case.
3. Sellers shall place a Product for sale by a method that we specify separately. Purchasers may purchase Products from a Creator or a Seller. By agreeing to these Terms of Service, Users consent to the record of possession of a Product (including the Purchaser’s display name, a public name that each User sets to identify themselves) being made viewable to third parties.
4. By providing the Service, we only provide a platform and the opportunity to enter into agreements with respect to any Products and grant Purchasers of Products the right to use the Content. We are not a party to any agreements with respect to the purchase and sale of a Product. An agreement with respect to the purchase and sale of a Product (an agreement that sets forth the terms for payment of consideration and the like in exchange for rights and the like to use the Products) is formed between a Creator/Seller and a Purchaser when the parties agree on the terms and conditions of a given transaction (including, but not limited to, the price of the Product; the same applies hereinafter).
5. Notwithstanding the preceding paragraph, we may set a certain range of a transaction price with respect to the Product Price provided for in Article 8(4), in which case the Seller and the Purchaser shall execute transactions for that Product at a price within such price range.
6. We are in no way responsible for any dispute or other issue that arises between a Creator/Seller and a Purchaser with respect to any purchase and sale agreements of a Product. Also, while a Creator may provide special benefits to a Purchaser, we shall not be responsible in any manner whatsoever for any disputes or other issues that arise with respect to such special benefits.

Article 8 (Sales)

1. Sellers shall pay the fees that we specify separately in order to sell a Product through the Service.
2. After a purchase and sale agreement of a Product is formed, the Seller cannot cancel such agreement (includes revocation of an offer, rescission and termination; the same applies hereinafter) and shall not attempt to invalidate or rescind an executed transaction for any reason unless otherwise permitted by law.
3. Sellers shall only use the Service to sell a Product previously created (generated) by using the Content or sold through the Service.
4. Sellers hereby authorize us to accept payment of the price of a Product (“Product Price”) on their behalf. Sellers shall not receive the Product Price from the Purchaser under any name or by any method.
5. We will pay the Product Price that we received upon the Seller’s behalf as set forth in Article 8(4) upon deducting a service fee that we set forth separately by wiring such payment to an account that the Seller designates by a date that we set forth separately. However, if the payment date is a bank holiday, we will pay by the preceding day.
6. Sellers shall pay for any transfer fees associated with the payment set forth in Article 8(5).
7. When promoting and advertising Products, Sellers shall ensure that the Products (including NFT Products) are not subject to ownership rights under Japanese law. Sellers shall not use text, expressions, illustrations, figures or the like that are likely to mislead Purchasers regarding ownership under Japanese law.

Article 9 (Purchasing)

1. Purchasers shall purchase Products through the Service pursuant to the terms of the transaction that they agreed upon with the Creator or Seller.
2. Purchasers shall pay the Product Price to us, as the party authorized to receive payment on behalf of the Creator or Seller, by a date that we specify separately. A Purchaser’s obligation to pay the Product Price to the Creator or Seller shall be extinguished by performance as of the time we receive payment of the Product Price. Purchasers shall not pay the Product Price directly to the Creator or the Seller.
3. After a purchase and sale agreement of a Product is executed, the Purchaser cannot cancel such agreement and cannot void or rescind the transaction for any reason unless otherwise permitted by law.
4. The Purchaser shall pay for any fees associated with the payment of the Product Price.

Article 10 (Liability for Product Sales)

1. Users shall be responsible and pay for resolving any disputes or problems that arise between a Creator and a Purchaser, between a Seller and a Purchaser or between Users and any third parties in connection with the sale of a Product, and we shall not be held liable for any such disputes or problems.
2. If we are required to pay any costs (including but not limited to settlement payments, attorneys’ fees and the like) to resolve a dispute or problem in connection with the sale of a Product under Article 10(1), Users shall reimburse us for any amount of such costs that we specify. Users shall pay for any fees associated with payment of such costs.

Article 11 (Prohibited Acts)
Users shall not enter into an agreement with respect to the purchase or sale of a Product without using the Service (including, but not limited to, direct negotiation with a Purchaser or Seller without using the Service and listing a Product on an external auction site). In addition, Users shall not commit any act prohibited under the Basic Terms of Service.

Article 12 (Intellectual Property Rights)

1. All Intellectual Property Rights with respect to the Service and the Content are attributable to us or the third party that licenses those rights to us. Even by agreeing to these Terms of Service and using the Service, Users shall only acquire and possess the right to use the Service, and Users shall not be granted an assignment or a license for any Intellectual Property Rights.
2. Users do not have any rights or interests with respect to Intellectual Property Rights provided for in Article 12(1), except for any rights expressly granted to Users under these Terms of Service.

Article 13 (Disclaimer of Guarantee)

1. In addition to the provisions of the Basic Terms of Service, we offer no express or implied warranties whatsoever regarding the continued availability of the Service.
2. In addition to the provisions of the Basic Terms of Service, we shall not be held liable in any manner whatsoever for any damages that may occur due to a malfunction of the systems used by the Service (including, but not limited to, the blockchain system, platforms and the like) or a related accident unless otherwise specified in these Terms of Service.
3. Notwithstanding the provisions of the Basic Terms of Service, any amount of damages that we may owe Users is further limited to the Product Price of the Product that Users most recently purchased prior to such damages surfacing.
4. If the Consumer Contract Act of Japan applies to the relationship between Users and us, the limitation of damages under Article 13(3) shall only apply to any damages that Users may incur as a result of our slight negligence. If Users incur damages due to our willful misconduct or gross negligence, the Basic Terms of Service apply irrespective of Article 13(3).

Article 14 (Survival)
The provisions of Article 5(2), Article 6(3), Article 7(6), Article 10, Article 11, Article 12, Article 13, this Article, and any other provision that by its nature may reasonably be construed to survive the termination of the agreement will remain in effect even after the termination of the contract formed between us and Users based on these Terms of Service (irrespective of the reason for termination).

[Established and enforceable as of August 11, 2021]
[Amended as of June 30, 2022]
[Amended as of August 24, 2022]

11. Digitama Terms of Service (Creator)
These Digitama Terms of Service (these “Terms of Service”) establish the terms of use by Creators (defined in Article 1(6)) of our services related to the Digitama service (the “Service”) provided by ZAIKO K.K. (“we,” “us” or “our”). Creators shall read and agree to these Terms of Service in their entirety in order to use the Service. In addition to these Terms of Service, our Account Registration Terms of Service (the “Basic Terms of Service”) also apply to the use of the Service.

Article 1 (Definitions)
The following terms are defined as follows in these Terms of Service:

(1) Website
Our website (https://zaiko.io/) (includes any domains and the like when and after any changes are made to the domain or the content of the website).

(2) Product
Collectively, (i) the rights to use the Content (defined below) sold and assigned through the Service (“Non-NFT Product”) and (ii) the rights to use the Content sold and assigned through the Service and the non-fungible tokens (“NFTs”) combined with the Content (“NFT Product”).

(3) Content
The images, videos, audio, music, and other content that the Purchaser of a Product may view or listen to through the Service.

(4) Material
Images, videos, music, and other contents to which Creator (defined below) owns the rights, or is duly licensed from the rightsholders, and that Creator provides to us as material for the Content.

(5) Marketplace
The platform operated by us for the transactions related to the Products.

(6) Creator
A person that holds the rights to the Content and first sells a Product through the Service.

(7) User
A person using the Service (other than a Creator).

(8) Seller
A User that makes a Product available for sale through the Service.

(9) Purchaser
A User that purchases a Product through the Service.

(10) Holder
A person that duly acquires and possesses the right to use a Product on the Marketplace, including, but not limited to, a person that directly acquires a Product from a Creator and a transferee of a Product from such acquirer.

(11) Intellectual Property Rights
Copyright (including the rights provided for in Article 27 and Article 28 of the Copyright Act of Japan), neighboring rights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the right to acquire such rights and the right to apply for registration and the like of such rights), portrait rights, publicity rights, ideas, know-how, and the like.

Article 2 (Applicability of these Terms of Service)

1. These Terms of Service apply to all interactions between us and Creators in connection with Creators’ use of the Service. Creators may not use the Service unless they agree to these Terms of Service.
2. Any rules applicable to the use of the Service that are posted on the Website constitute a part of these Terms of Service.
3. If there is any inconsistency between the content of these Terms of Service and the rules referred to in Article 2(2) or other explanations or the like regarding the Service, these Terms of Service will prevail.

Article 3 (Amendment of these Terms of Service)

1. We may amend these Terms of Service, at our sole discretion, at any time. We will notify Creators of the amended Terms of Service by posting the amendments to the Website or by another method unless we separately set forth otherwise. The amended Terms of Service will take effect as of the time we specify.
2. Creators shall use the Services upon confirming the latest version of these Terms of Service from time to time.

Article 4 (Purpose; Registration)

1. The purpose of these Terms of Service is for Creators to license us to use the Material, by itself or for combination with an NFT, and to sell the Product created using the Material.
2. The term of the license granted by Creators to us under these Terms of Service (the “License Period”) is the period during which any copyright, portrait rights, publicity rights or other rights with respect to the Content continue to exist, and the territory of that license (the “Territory”) is the entire world.
3. A person who wishes to use the Service (“Registration Applicant”) shall agree to comply with these Terms of Service. Registration Applicants may apply to register to use the Services by providing us with certain information that we specify (“Registration Information”) by a method that we designate. In order to use the Service, a Registration Applicant shall agree to the Basic Terms and register a Zaiko account. By logging into the Service using the Zaiko account login details, the Creator enters into an agreement with us regarding the use of the Service with the same content as these Terms of Service.

Article 5 (Account Management)

1. Creators are responsible for managing and maintaining the account pertaining to their use of the Service (“Account”), and shall not allow a third party to use the Account or lend, assign, rename, sell, or otherwise dispose of the Account. When the Services have been used by an Account that we issued, we will deem that the Creator that has been registered as an owner of the Account is the person that used the Services, even when used by a third party or the like other than the Creator that the account was issued to.
2. When any damages are incurred due to inadequate management of a Creator’s Account or the use or the like of a Creator’s Account by any third parties, Creators shall be responsible and be held liable for such damages. We shall not be held liable for such damages in any manner whatsoever.
3. If Creators determine that an Account has been stolen or is being used by a third party, Creators shall notify us immediately and follow our instructions.

Article 6 (Use of External Services)

1. Creators may be able to use information that is registered on an account that they may own on an external service (including, but not limited to, Twitter and LINE) for registration and verification purposes for the Service. In such case, Creators shall consent to us obtaining their registered information, including personal information from such external service.
2. When Creators use certain functions of external services when using the Service pursuant to the preceding paragraph or otherwise, Creators shall comply with the terms of service of that external service in addition to these Terms of Service.
3. With respect to the use of external services, the third party that provides the external service is responsible for such service. We do not offer any warranties with respect to any external service.

Article 7 (Commissioning of Creation and Sale of the Product; Exclusive License)

1. Creators exclusively commission to us the creation of the Product by or without combining the Material or the Content created based on the Material (including content substantively similar to the Content) with digital assets (including digital assets created using NFTs and other blockchain technology and similar technology; the same applies hereinafter in this Article) (limited to the case provided for in Article 8(1)(2)), the brokerage of transactions for the sale or other disposition of the Product, and the circulation of the Product in the Marketplace, in the Territory, during the License Period. We shall perform those services on behalf of Organizers.
2. Creators exclusively grant to us (i) the right to combine the Material with digital assets (including editing or altering the Material prior to combination), which is limited to the sale of NFT Products, (ii) the right to sell, assign or otherwise dispose of the Product to a third party (including allowing the Holder of the Product to use the Content), (iii) the right to reproduce, adapt, display, publicly broadcast, or otherwise use the Content to the extent necessary for the advertising and promotion of the Product, and (iv) the right to non-exclusively sublicense those rights to a third party, in the Territory, during the License Period.
3. Creators shall not, and shall not cause us or a third party to, use the Material or content substantively similar to the Material in a manner provided for in the following items or conduct any substantively similar act outside the Service, for or without consideration, during the License Period, without our prior written consent (including consent by PDF, email, or other electronic or magnetic means), except for use of the Material by Creators for the purpose of advertising and promotion of the Product; for the avoidance of doubt, Creators are not restricted from using the Material on their own website or in a print publication or other tangible medium, or otherwise using the Material in a way not exclusively licensed under Article 7(2):
   (1) If selling NFT Products: Reproduction or adaptation for combination with digital assets, combination with digital assets for assignment to a third party, solicitation of a third party to purchase, or reproduction, display, public broadcast, or other use for the purpose of assignment to a third party
   (2) If selling Non-NFT Products: Assignment to a third party, solicitation of a third party to purchase, or reproduction, display, public broadcast, or other use for the purpose of assignment to a third party on a marketplace or service where the Material or digital contents that are substantively similar to the Material are expected to be sold or traded, including but not limited to primary sales and circulation such as secondary trades, which is limited to provision to purchasers by electronic or magnetic means, and not including trading of tangible objects
4. Creators shall not exercise, or cause a third party that licenses the Material to Creators to exercise, the moral right of the author, moral right of the performer, or other moral rights with respect to the Material against us or a third party designated by us (including the holder of the Product) in connection with the Product, during or after the License Period.

Article 8 (Creation of the Content)

1. The Content will be created by one of the following methods:

(1) creation by the Creator itself, based on the Material, using a tool provided by us for the creation of the Content; or
(2) creation by us based on the Material provided by the Creator.

2. If the Content is created by the method specfied in Article 8(1)(1), the Creator shall provide the data of the Content to us by the method that we separately specify (including the file format and other methods of provision of the Material).
3. If the Content is created by the method specfied in Article 8(1)(2), the Creator shall be responsible and pay for selecting and providing the Material to us by the method that we separately specify (including the file format and other methods of provision of the Material).
4. If the Content is created by the method specfied in Article 8(1)(2), we shall edit and alter the Material received from Creators to create the Content. We shall send a sample of the Content to Creators without delay after creating the Content.

Article 9 (Creation, Sale and Assignment of Products)

1. By providing the Service, we only provide a platform and the opportunity to enter into agreements with respect to any Products and grant Purchasers of Products the right to use the Content. We are not a party to any agreements with respect to the purchase and sale of a Product. An agreement with respect to the purchase and sale of a Product (an agreement that sets forth the terms for payment of consideration and the like in exchange for the acquisition and possession of the rights and the like to use the Products) is formed between a Creator and a Purchaser when the parties agree on the terms and conditions of a given transaction (including, but not limited to, the price of the Product; the same applies hereinafter).
2. The Product shall be sold, assigned or otherwise disposed of on the Marketplace. We may set a certain range of a transaction price with respect to the sale, assignment, or other disposition of the Product, and the Creator consents in advance to sell, assign, or otherwise dispose of the Product within such price range.
3. If the Creator determines to sell the Product, the Creator shall specify the sale price or the method of determining the sale price by the method we separately specify. The Creator shall also select the type of Product (NFT Product or Non-NFT Product). The type of Product cannot be changed after selection.
4. We shall conduct administration with respect to the sale of the Product (including the execution of an agreement with the Holder or another third party with respect to that sale), as commissioned by Creators, at the sale price or pursuant to the price determination method specified by Creators pursuant to Article 9(3).
5. If Creators enter into a purchase and sale agreement with a Purchaser on the Marketplace with respect to the sale of a Product (the “Sale Agreement”), we shall create the Product by or without combining the Content with a NFT issued on the Marketplace, pursuant to the Creator’s selection, and deliver the Product to the Purchaser.
6. We are in no way responsible for any dispute or other issue that arises between Creators and a Purchaser with respect to the Sale Agreement.
7. When promoting and advertising Products, Creators shall ensure that the Products (including NFT Products) are not subject to ownership rights under Japanese law. Creators shall not use text, expressions, illustrations, figures or the like that are likely to mislead Purchasers regarding ownership under Japanese law.

Article 10 (Attribution of Rights)
The copyright (including rights provided for in Article 27 and Article 28 of the Copyright Act) and all other rights whatsoever with respect to the Content and the Product are (quasi-) co-owned by Creators and us. For the avoidance of doubt, the rights with respect to the Material are reserved by Creators or the third party that licenses the Material to Creators.

Article 11 (Use of the Product by Holders)

1. Creators and we shall grant to the Holders the right to assign the Product to another third party, and the right to reproduce, display, and publicly broadcast the Product for the purpose of advertising and promotion of the Product. Neither Creators nor we shall exercise against the Holders the moral right of the author, moral right of the performer, or other moral rights with respect to the Content or the Product in connection with that use.
2. Creators shall not exercise, or cause a third party who licenses the Material to Creators to exercise, the moral right of the author, moral right of the performer, portrait rights, or other moral rights and publicity rights with respect to the Material against the Holders in connection with the Holders’ assignment or other transactions pertaining to the Product, during and after the License Period.

Article 12 (Receipt of Compensation and License Fees)

1. We shall receive from Users of the Service the following proceeds from transactions with respect to Products (including license fees arising from the licensing of rights held by Creators and us with respect to the Content and the Product), on Creator’s behalf as commissioned by Creators. A User’s obligation to pay the proceeds to Creators shall be extinguished by performance as of the time we receive payment of the proceeds:

(1) proceeds from our sale, assignment or other disposal of the Product on Creator’s behalf (the “Sale Proceeds”); and
(2) sales commission received from the selling Holders with respect to any sale or assignment of a Product by Holders to another User (the “Transfer Fee”).

2. We shall pay to Creators the balance of the Sale Proceeds (including consumption tax) received under Article 12(1)(1) after deducting the NFT issuance costs that we specify separately (in the case of NFT Products), the costs associated with creating the Content, and the advertising and promotion costs of the Product (the “Deductible Costs”) and the commission fee that we specify separately.
3. We shall pay to Creators the balance of the Transfer Fee (including consumption tax) received under Article 12(1)(2) after deducting the commission fee that we specify separately.
4. The commission fee provided for in Article 12(2) and (3) (the “Commission Fee”) includes all compensation payable by Creators to us for the services commissioned under these Terms of Service. Our payment to Creators under Article 12(2) and (3) includes all consideration for the transfer of rights, grant of rights, and non-exercise of rights under these Terms of Service.
5. We shall pay the amounts provided for in Article 12(2) and (3) to Creators by transfer into the bank account designated by Creators separately, by the date that we specify separately. Creators shall bear any transfer fees associated with payment.
6. If the amount of payout stated in the preceding paragraph is less than or equal to the amount of the transfer fee borne by Creator, we may withhold such payment until the next payout due date separately determined by us. In addition, with respect to the next and subsequent payouts, if the total amount of payout (including payout accrued after the initial payout due date) is still less than or equal to the amount of the transfer fee, we may withhold payout in the same manner for the subsequent payouts.
7. The withholding of payout under the preceding paragraph shall be for maximum of 90 days from the date of completion of the settlement of the transaction that has triggered the payout to Creator by us. If the total amount of payout withheld and accrued at the end of the 90-day period is still less than or equal to the amount of the transfer fee owed by Creator, our payout obligation for the transaction that is the 90-day period past shall lapse (be extinguished) by offsetting with the transfer fee owed by Creator.

Article 13 (Representations and Warranties; Maintenance of Rights)

1. Creator represents and warrants that it lawfully holds, or is licensed from the lawful holder, the copyright, moral right of the author, portrait rights, publicity rights, master copyrights, synchronization rights, neighboring rights (including the rights to demand private copying levies, secondary use fees, and compensation), and all other rights (including rights granted through future amendments of laws and ordinances) with respect to the Material in the Territory during the License Period, and the use of the Material under this Agreement does not breach any contract with a third party. If any third party asserts rights or otherwise makes a complaint with respect to the Material, Creator shall resolve that issue at its own responsibility and cost, and compensate us for any and all damage that we incur (including reasonable legal fees).
2. Creator represents and warrants that it lawfully holds, or is licensed from the lawful holder, the copyright, moral right of the author, portrait rights, publicity rights, master copyrights, synchronization rights, neighboring rights (including the rights to demand private copying levies, secondary use fees, and compensation), and all other rights (including rights granted through future amendments of laws and ordinances) with respect to images, videos, music, and all other content or material used in any special benefits offered to Holders in connection with the sale or assignment of Products. The same applies if any third party asserts rights or otherwise makes a complaint against us with respect to the content or material in the special benefits.
3. If a contract or other agreement between Creators and an author, performer, holder of portrait rights, or other party with an interest in rights management under Article 13(1) (including, without limitation, an entertainer, artist, illustrator, graphic designer, or athlete) that includes provisions with respect to rights management is terminated, expires, or is assumed by a third party, or a similar event occurs (including, without limitation, the transfer, resignation, or retirement of an entertainer, artist, illustrator, graphic designer, or athlete), Organizers shall promptly report to us and be responsible and pay for measures to ensure that the trading of the Product during the License Period is not impeded.
4. If Creator discovers that a third party has infringed, or is likely to infringe, the copyright, portrait rights, publicity rights, master copyrights, synchronization rights, neighboring rights (including the rights to demand private copying levies, secondary use fees, and compensation), or other intellectual property rights with respect to the Material (including rights granted through future amendments of laws and ordinances), it shall promptly report to us and be responsible and pay for measures to remove or prevent that infringement.

Article 14 (Disclaimer of Guarantee)

1. In addition to the provisions of the Basic Terms of Service, we offer no express or implied warranties whatsoever regarding the continued availability of the Service.
2. In addition to the provisions of the Basic Terms of Service, we shall not be held liable in any manner whatsoever for any damages that may occur due to a malfunction of the systems used by the Service (including, but not limited to, the blockchain system, platforms and the like) or a related accident unless otherwise specified in these Terms of Service.
3. Notwithstanding the provisions of the Basic Terms of Service, any amount of damages that we may owe Creators is further limited to the Commission Fees paid by Creators to us in the one-year period prior to such damages surfacing.
4. If the Consumer Contract Act of Japan applies to the relationship between Creators and us, the limitation of damages under Article 14(3) shall only apply to any damages that Creators may incur as a result of our slight negligence. If Creators incur damages due to our willful misconduct or gross negligence, the Basic Terms of Service apply irrespective of Article 14(3).

Article 15 (Cessation of Use of the Service)

1. The license of the Material by Creators pursuant to the provisions of these Terms of Service and the grant of rights and non-exercise of rights with respect to the Content and the Product by Creators and us pursuant to the provisions of these Terms of Service will remain valid during the License Period even if Creator’s use of the Service is terminated (for any reason; the same applies hereinafter). Holders may assign or otherwise dispose of those rights to another person, in which case Creators and we shall not raise any objection.
2. We shall continue to receive the proceeds from any transaction of Products sold or assigned even after the termination of the use of the Service under Article 15(1), and pay those proceeds to Creators, net of the Commission Fee, pursuant to the provisions of these Terms of Service.
3. The provisions of Article 5(3), Article 6(3), Article 7(4), Article 9(6), Article 10, Article 11(3), Article 12(6) and (7), Article 13, Article 14, this Article, and any other provision that by its nature may reasonably be construed to survive the termination of the agreement between us and Creators based on these Terms of Service will remain in effect even after the termination of that agreement.

[Established and enforceable as of June 30, 2022]
[Amended as of August 17, 2022]

12. ONEFAN Terms of Service
These ONEFAN Terms of Service (“Terms of Service”) establish the terms of use of our services related to ONEFAN (“Service”) provided by ZAIKO K.K. (“we,” “us” or “our”). Users shall read and agree to these Terms of Service in their entirety in order to use the Service. In addition to these Terms of Service, our Account Registration Terms of Service (the “Basic Terms of Service”) also apply to the use of the Service.
The terms of Chapters 1, 2, and 4 apply to Users who are Creators (defined in Article 1(3)), and the terms of Chapters 1, 3, and 4 apply to Users who are Fans (defined in Article 1(4)).

Chapter 1: Common Provisions
The provisions of this Chapter 1 apply to the use of the Service by both Creators and Fans.

Article 1 (Definitions)
The following terms are defined as follows in these Terms of Service.

(1) User
A person using the Service, including both Creators and Fans.

(2) Subscription
A subscription service (meaning a service that can be used by paying a fixed fee) provided by a Creator to Fans using the Service.

(3) Creator
A User that provides a Subscription Service to Fans using the Service.

(4) Fan
A User that purchases Subscription.

(5) ONEFAN ID
A symbol (such as a number) and image that have the function of identifying a member of a Subscription, which collectively are linked to a non-fungible token (“NFT”).

(6) Marketplace
The platform operated by us for the trading of ONEFAN IDs.

(7) Intellectual Property Rights
Copyright (including the rights provided for in Article 27 and Article 28 of the Copyright Act of Japan), neighboring rights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the right to acquire such rights and the right to apply for registration and the like of such rights), portrait rights, publicity rights, ideas, know-how, and the like.

Article 2 (Applicability of these Terms of Service)

1. These Terms of Service apply to all interactions between us and Users in connection with Users’ use of the Service. Users may not use the Service unless they agree to these Terms of Service.
2. Any rules applicable to the use of the Service that are posted on the website or application through which the Service is provided (collectively, the “Website”) constitute a part of these Terms of Service.
3. If there is any inconsistency between the content of these Terms of Service and the rules referred to in Article 2(2) or other explanations or the like regarding the Service, these Terms of Service will prevail.

Article 3 (Amendment of these Terms of Service)

1. We may amend these Terms of Service, at our sole discretion, at any time. We will notify Users of the amended Terms of Service by posting the amendments to the Website or by another method unless we separately set forth otherwise. The amended Terms of Service will take effect as of the time we specify.
2. Users shall use the Services upon confirming the latest version of these Terms of Service from time to time.

Article 4 (ONEFAN User Registration)
A person who wishes to use the Service (“Registration Applicant”) shall agree to comply with these Terms of Service. Registration Applicants may apply to register to use the Services by providing us with certain information that we specify (“Registration Information”) by a method that we designate. In order to use the Service, a Registration Applicant shall agree to the Basic Terms of Service and separately register a Zaiko account. By logging into the Service using the Zaiko account login details, the User enters into an agreement with us regarding the use of the Service with the same content as these Terms of Service.

Article 5 (Account Management)

1. Users are responsible for managing and maintaining the account pertaining to their use of the Service (“Account”), and shall not allow a third party to use the Account or lend, assign, rename, sell, or otherwise dispose of the Account. When the Services have been used by an Account that we issued, we will deem that the User that has been registered as an owner of the Account is the person that used the Services, even when used by a third party or the like other than the user that the account was issued to.
2. When any damages are incurred due to inadequate management of a User’s Account or the use or the like of a User’s Account by any third parties, Users shall be responsible and be held liable for such damages. We shall not be held liable for such damages in any manner whatsoever.
3. If Users determine that an Account has been stolen or is being used by a third party, Users shall notify us immediately and follow our instructions.

Article 6 (Use of External Services)

1. Users may be able to use information that is registered on an account that he or she may own on an external service (including, but not limited to, Twitter and LINE) for registration and verification purposes for the Service. In such case, Users shall consent to us obtaining their registered information, including personal information from such external service.
2. When Users use certain functions of external services when using the Service pursuant to the preceding paragraph or otherwise, Users shall comply with the terms of service of that external service in addition to these Terms of Service. If the external service provided by the payment processing company, Stripe, Inc., is used, Users will be treated as an “incorporated entity” or a “sole proprietor” in connection with that company with respect to the use of that external service.
3. With respect to the use of external services, the third party that provides the external service is responsible for such service. We do not offer any warranties with respect to any external service.

Chapter 2: Use of the Service by Creators
The provisions of this Chapter 2 apply to the use of the Service by Creators.

Article 7 (Commission)

1. Creators shall commission us to perform, and we shall undertake to perform, the following work with respect to the use of the Service (the “Work”). The details of each item of work are provided for separately in Article 8 and subsequent Articles:
   (1) sale of Subscriptions and upgrades to Fans through the Website and issuance and upgrading of ONEFAN IDs;
   (2) management of purchaser information related to Subscriptions;
   (3) providing to Fans the opportunity to trade and upgrade ONEFAN IDs through the Website; and
   (4) any other administration and operations that are incidental to the above.
2. We may subcontract all or part of the Work to a third party, and Creators consent in advance to such subcontracting.

Article 8 (Provision of Subscriptions)

1. Creators may use the Service to sell Subscriptions to Fans.
2. An agreement with respect to the use of a Subscription ( “Subscription Agreement”) is formed between the Creator and the Fan. We are not a party to any Subscription Agreement.
3. Creators shall separately set forth the fixed fee and other terms and conditions of a Subscription Agreement.
4. Creators shall be responsible and pay for resolving any disputes or problems that arise between a Creator and a Fan or other third party (including another Creator) in connection with the purchase, operation, and the like of a Subscription, and we shall not be held liable for any such disputes or problems.

Article 9 (Payment Agent Services)

1. Creators hereby authorize us to accept payment of the fixed fee for a Subscription (“Subscription Fee”) on their behalf. Based on such authorization, we shall receive payment of the Subscription Fee from Fans on behalf of Creators. A Fan’s obligation to pay the Subscription Fee to the Creator shall be extinguished by performance as of the time we receive payment of the Subscription Fee. Creators shall not receive the Subscription Fee from Fans under any name or by any method.
2. We will pay the Subscription Fee that we received upon the Creator’s behalf as set forth in Article 9(1) upon deducting a service fee that we set forth separately as part of the compensation for the Work (the “Subscription Commission”) by wiring such payment to an account that the Creator designates by the date we specify separately. However, if the payment date is a bank holiday, we will pay by the preceding day. We shall pay for any transfer fees.

Article 10 (ONEFAN ID)

1. When a Subscription Agreement is executed between a Creator and a Fan, we shall issue a ONEFAN ID to the Fan on the Creator’s behalf.
2. Fans have the authority to use the ONEFAN ID through the Service pursuant to these Terms of Service and other terms that we establish on behalf of Creators. Creators grant to us the copyright, moral rights of authors, portrait rights, publicity rights, and all other rights whatsoever necessary for the use of the ONEFAN ID by the Fan, throughout the world, for as long as the Subscription is provided.
3. Creators shall provide material for the ONEFAN ID image when issuing a ONEFAN ID (the “Material”).
4. Creators represent and warrant to us that the Creator lawfully holds, or licenses from the lawful holder, any worldwide copyrights, moral rights of authors, portrait rights, publicity rights, and all other rights whatsoever with respect to the Material during the effective period with respect to any rights related to the Material, and the use of the Material under these Terms of Service does not breach any contract with a third party. If any third party asserts rights or otherwise makes a complaint with respect to the Material, Creators shall resolve that issue at the Creator’s own responsibility and cost, and compensate us for any and all damage incurred by us (including reasonable legal fees).
5. If a contract or other agreement between a Creator and an author, performer, holder of portrait rights, or other party with an interest in processing the rights set forth in Article 10(4) (including, without limitation, an entertainer, an artist, or an athlete) that includes provisions with respect to the foregoing processing of rights is terminated, expires, or is succeeded by a third party, or if a similar event occurs (including, without limitation, the transfer, resignation, or retirement of an entertainer, an artist, or an athlete), the Creator shall promptly report such matters to us and take measures (including, without limitation, providing alternative materials for the ONEFAN ID and rights management), at the Creator’s own responsibility and cost, to ensure that the use of the Service is not affected during the License Period.

Article 11 (Trading)

1. Creators shall provide to Fans the opportunity to trade ONEFAN IDs with another Fan with the same Subscription on the Marketplace. Fans may trade ONEFAN IDs on the Marketplace at their own discretion; provided, however, that we may set a minimum transaction price for a trade.
2. By providing the Service, we only provide a platform and the opportunity to enter into agreements with respect to a ONEFAN ID. We are not a party to an agreement with respect to any trading of ONEFAN IDs. A sale agreement with respect to a ONEFAN ID trade (an agreement that sets forth terms including the assignment of the rights to use the ONEFAN ID and the payment of consideration in exchange for that assignment) is formed between Fans when the Fans agree on the terms and conditions of a ONEFAN ID trade (including, but not limited to, the price; the same applies hereinafter).
3. We will receive payment of the consideration for the trade (the “Trade Price”) upon the behalf of the Fan receiving the Trade Price. We shall pay the Trade Price to that Fan upon deducting a fee that we set forth separately (the “Trade Fee”).
4. We will pay the Trade Fee to the Creator upon deducting our commission determined at a rate that we set forth separately as part of the compensation for the Work (the “Trade Commission”), by wiring such payment to an account that the Creator designates by a date that we set forth separately. However, if the payment date is a bank holiday, we will pay by the preceding day. We shall pay for any transfer fees.

Article 12 (Upgrade)

1. When a Fan cancels or terminates his or her use of Subscription Services in connection with his or her ONEFAN ID and such ONEFAN ID number becomes vacant (“Vacant ID”), Creators may, by a method that is set forth by us separately, provide an opportunity for other Fans of the Subscription to upgrade their ONEFAN ID number and acquire a Vacant ID number that is smaller than the one he or she currently has (“Upgrade Right”).
2. A Fan that receives the Upgrade Right may acquire a Vacant ID number that is a lower number than the one he or she currently has by exercising the Upgrade Right within the exercise period that we set forth separately.
3. An agreement with respect to the upgrade is formed between the Creator and the Fan that exercises the Upgrade Right. Creators hereby authorize us to accept payment of the fee for exercising the Upgrade Right (the “Upgrade Fee”) on their behalf. Based on such authorization, we shall receive payment of the Upgrade Fee from Fans on behalf of Creators. Creators shall not receive the Upgrade Fee from the Fan under any name or by any method.
4. We will pay the Upgrade Fee that we received upon the Creator’s behalf as set forth in Article 9(3) upon deducting a service fee that we set forth in separately as part of the compensation for the Work (the “Upgrade Commission”) by wiring such payment to an account that the Creator designates by a date set separately. However, if the payment date is a bank holiday, we will pay by the preceding day. We shall pay for any transfer fees.

Article 13 (Liability for Trades, etc.)

1. Creators shall be responsible and pay for resolving any disputes or problems that arise between a Creator and a Fan or between Creators and any third parties (including disputes or problems between Creators) in connection with the trading of ONEFAN IDs, upgrading to a Vacant ID, and the like, and we shall not be held liable for any such disputes or problems.
2. If we are required to pay any costs (including but not limited to settlement payments, attorneys’ fees and the like) to resolve a dispute or problem under Article 13(1), Creators shall reimburse us for any amount of such costs that we specify. Creators shall pay for any fees associated with payment of such costs.

Article 14 (Misuse of Credit Cards)

1. If there is a chargeback (refers to where a credit card company cancels the approval for a payment due to unauthorized use of the card or other reasons) with respect to a credit card purchase, we may return to the credit card company the amount credited by the credit card company, at our sole discretion, without any notice to the Creator.
2. If a chargeback occurs under Article 14(1) before the Creator receives the Subscription Fee, Trade Fee, Upgrade Fee, or other payment, we shall deduct the amount to be returned through the chargeback from the total amount to be paid to the Creator. If the chargeback occurs after the Creator receives payment, the Creator shall pay to us the amount to be returned through the chargeback by a date that we specify.

Chapter 3: Use of the Service by Fans
The provisions of this Chapter 3 apply to the use of the Service by Fans.

Article 15 (Use of Subscriptions)

1. Users may use the Service to use the Subscription provided by Creators.
2. In order to use a Subscription, Users shall purchase the Subscription by the method set forth separately. Fans shall pay the fixed fee for a Subscription (“Subscription Fee”) as consideration for receiving the right to use the Subscription through the Service and the ONEFAN ID.
3. Any agreement with respect to the use of a Subscription (a “Subscription Agreement”) is formed between the Creator and the Fan. We are not a party to any Subscription Agreement. The Subscription Agreement is an indefinite contract for which Creators shall separately set forth the fixed fees and other terms and conditions.
4. Users may cancel a Subscription Agreement by the procedures that we separately set forth. If a User performs the cancellation procedures, the Subscription Agreement will end as of the date separately specified by the Creator. Subscription Fees already paid will not be refunded, but the User may continue to use the Service for the remaining duration of the agreement term.
5. When a Subscription Agreement is formed, we are authorized by Creators to accept payment of the Subscription Fee on their behalf, and will receive payment of the Subscription Fee from Fans. Fans shall pay the Subscription Fee by the method that we designate, and shall not pay the Subscription Fee directly to the Creator under any name or by any method.
6. Creators may modify the content of a Subscription or cease to provide a Subscription, at their sole discretion, at any time, including after the trading of a ONEFAN ID under Article 17 and after the upgrading of a ONEFAN ID under Article 18. We shall not be held liable even if a Creator modifies the content of a Subscription or ceases to provide a Subscription.
7. Fans shall be responsible and pay for resolving any disputes or problems that arise between a Fan and a Creator or other third party (including another Fan) in connection with the purchase, operation, and the like of a Subscription, and we shall not be held liable for any such disputes or problems.

Article 16 (ONEFAN ID)

1. When a Subscription Agreement is executed between a Creator and a Fan, we shall issue a ONEFAN ID to the Fan on the Creator’s behalf.
2. Fans have the authority to use the ONEFAN ID through the Service pursuant to these Terms of Service and other terms that we establish on behalf of Creators.
3. Notwithstanding Article 16(2), if the Creator ends the Subscription, the Fan terminates the Subscription Agreement, or the Fan deletes their Zaiko account, that Fan will lose the right to use the ONEFAN ID under Article 16(2). We shall not be held liable in such case.

Article 17 (Trading)

1. Fans may trade ONEFAN IDs with another Fan with the same Subscription using the Service. ONEFAN IDs may only be traded through the Marketplace.
2. By providing the Service, we only provide a platform and the opportunity to enter into agreements with respect to a ONEFAN ID. We are not a party to an agreement with respect to any trading of ONEFAN IDs. A sale agreement with respect to a ONEFAN ID trade (an agreement that sets forth terms including the assignment of the rights to use the ONEFAN ID and the payment of consideration in exchange for that assignment) is formed between Fans when such Fans agree to the terms and conditions of a ONEFAN ID trade (including but not limited to the price; the same applies hereinafter).
3. After a sale agreement for a ONEFAN ID trade is formed, the Fan cannot cancel such agreement (includes revocation of an offer, rescission and termination; the same applies hereinafter) and shall not attempt to invalidate or rescind an executed transaction for any reason unless otherwise permitted by law.
4. If Fans wish to trade a ONEFAN ID, the Fan receiving the consideration for the trade (the “Trade Price”) hereby authorizes us to accept payment of the Trade Price on their behalf. Fans shall not receive the Trade Price from the other party to the trade under any name or by any method. The Fan paying the Trade Price shall pay for any transfer fees required to send the Trade Price to us.
5. We will pay the Trade Price that we received upon the Fan’s behalf as set forth in Article 17(4) upon deducting a fee that we set forth separately (the “Trade Fee”) by wiring such payment to an account that the Fan receiving the Trade Fee designates by a date that we set forth separately. However, if the payment date is a bank holiday, we will pay by the preceding day.
6. We shall pay for any transfer fees associated with the payment set forth in Article 17(5).
7. The Fan paying the price in a ONEFAN ID trade shall not pay the Trade Price directly to the other party to the trade. The Trade Price shall be paid to us, as the party authorized to receive payment on behalf of the other party to the trade, by a date that we specify separately.
8. We are in no way responsible for any dispute or other issue that arises between Fans with respect to any ONEFAN ID trade.

Article 18 (Upgrade)

1. When a Fan cancels or terminates his or her use of Subscription Services in connection with his or her ONEFAN ID and such ONEFAN ID number becomes vacant (“Vacant ID”), Creators may, by a method that is set forth by us separately, provide an opportunity for other Fans of the Subscription to upgrade their ONEFAN ID number and acquire a Vacant ID number that is smaller than the one he or she currently has (“Upgrade Right”).
2. A Fan that receives the Upgrade Right may acquire a Vacant ID number that is a lower number than the one he or she currently has by exercising the Upgrade Right within the exercise period that we set forth separately. The ONEFAN ID formerly held by a Fan that exercises the Upgrade Right will be treated as a Vacant ID upon the exercise of the Upgrade Right, and become subject to upgrading.
3. A Fan that exercises the Upgrade Right shall pay the fee for exercising the Upgrade Right (the “Upgrade Fee”) to us. The Fan shall pay for any transfer fees.
4. The Upgrade Fee and other conditions of the exercise of the Upgrade Right are as set forth in these Terms of Service, or as separately set forth by us and the Creator.
5. Any agreement with respect to any upgrades is formed between the Creator and the Fan that exercises the Upgrade Right. We are authorized by Creators to accept payment of the Upgrade Fee on their behalf, and will receive payment of the Upgrade Fee from Fans. Fans that exercise Upgrade Rights shall pay the Upgrade Fee by the method that we designate, and shall not pay the Upgrade Fee directly to the Creator under any name or by any method.

Article 19 (Liability for Trades, etc.)

1. Users shall be responsible and pay for resolving any disputes or problems that arise between a Creator and a Fan or between Users and any third parties (including disputes or problems between Users) in connection with the trading of ONEFAN IDs, upgrading ONEFAN IDs, and the like, and we shall not be held liable for any such disputes or problems.
2. If we are required to pay any costs (including but not limited to settlement payments, attorneys’ fees and the like) to resolve a dispute or problem under Article 19(1), Users shall reimburse us for any amount of such costs that we specify. Users shall pay for any fees associated with payment of such costs.

Article 20 (Misuse of Credit Cards)

1. If there is a chargeback (refers to where a credit card company cancels the approval for a payment due to unauthorized use of the card or other reasons) with respect to a credit card purchase, we may return to the credit card company the amount credited by the credit card company, at our sole discretion, without any notice to the Fan receiving the Trade Price.
2. If a chargeback occurs under Article 20(1) before the Fan receiving the Trade Price receives payment, we shall deduct the amount to be returned through the chargeback from the total amount to be paid to that Fan. If the chargeback occurs after the Fan receives payment, the Fan shall pay to us the amount to be returned through the chargeback by a date that we specify.

Chapter 4: Other Standard Provisions
The provisions of this Chapter 4 apply to the use of the Service by both Creators and Fans.

Article 21 (Prohibited Acts)
Users shall not enter into an agreement with respect to a ONEFAN ID without using the Service (including, but not limited to, direct negotiation with another Fan without using the Service and listing a ONEFAN ID on an external auction site). In addition, Users shall not commit any act prohibited under the Basic Terms of Service.

Article 22 (Intellectual Property Rights)

1. All Intellectual Property Rights with respect to the Service are attributable to us or the third party that licenses those rights to us. Even by agreeing to these Terms of Service and using the Service, Users shall only acquire the right to use the Intellectual Property Rights provided for in these Terms of Service, and Users shall not be granted an assignment or a license for any other Intellectual Property Rights.
2. Users do not have any rights or interests with respect to Intellectual Property Rights provided for in Article 22(1), except for any rights expressly granted to Users under these Terms of Service.

Article 23 (Disclaimer of Guarantee)

1. In addition to the provisions of the Basic Terms of Service, we offer no express or implied warranties whatsoever regarding the continued availability of the Service.
2. In addition to the provisions of the Basic Terms of Service, we shall not be held liable in any manner whatsoever for any damages that may occur due to a malfunction of the systems used by the Service (including, but not limited to, the blockchain system, platforms and the like) or a related accident unless otherwise specified in these Terms of Service.
3. Notwithstanding the provisions of the Basic Terms of Service, any amount of damages that we may owe Creators is further limited to the total commissions (meaning the total of Subscription Commissions, Trade Commissions, and Upgrade Commissions) actually received by us in the one-year period prior to such damages surfacing.
4. Notwithstanding the provisions of the Basic Terms of Service, any amount of damages that we may owe Fans is further limited to the total of the Subscription Fees, Trade Fees, and Upgrade Fees paid by the Fan claiming the damages in connection with the Service in the one-year period prior to such damages surfacing, upon deduction of the amount that we paid to Creators.
5. If the Consumer Contract Act of Japan applies to the relationship between Users and us, the limitation of damages under Articles 23(3) and (4) shall only apply to any damages that Users may incur as a result of our slight negligence. If Users incur damages due to our willful misconduct or gross negligence, the Basic Terms of Service apply irrespective of Article 23(3) and (4).

Article 24 (Survival)
The provisions of Article 5(2), Article 6(3), Article 8(4), Article 10(4), Article 13, Article 15(6) and (7), Article 16(3), Article 17(3) and (8), Article 19, Article 21, Article 22, Article 23, this Article, and any other provision that by its nature may reasonably be construed to survive the termination of the agreement will remain in effect even after the termination of the contract formed between us and Users based on these Terms of Service (irrespective of the reason for termination).

[Established and enforceable as of December 14, 2021]
[Amended as of June 30, 2022]

13. Live Commerce Terms of Service (Customer)
These Live Commerce Terms of Service (Customer) (these “Terms of Service”) establish the terms of use of the service that we provide to Customers when Customers purchase products offered by Organizers through Zaiko’s Live Commerce service (the “Service”). Customers shall read and agree to these Terms of Service in their entirety in order to use the Service. Unless otherwise defined in these Terms of Service, terms used in these Terms of Service have the meanings defined in the Account Registration Terms of Service and the Tickets/Live Streaming Service Terms of Service (Customer) (collectively, the “Basic Terms of Service”) to which all Customers shall separately agree.

Article 1 (Applicability of these Terms of Service)

1. These Terms of Service apply to all interactions between us and Customers in connection with the provision of the Service (including all individual future transactions and purchases by Customers on the Service). Customers may not use the Service unless they agree to these Terms of Service.
2. Any rules applicable to the use of the Service that are posted on the Website constitute a part of these Terms of Service.
3. If there is any inconsistency between the content of these Terms of Service and the rules referred to in Article 1(2) or other explanations or the like regarding the Service, these Terms of Service will prevail.
4. In order to use the Service, Customers shall agree to the Basic Terms of Service in addition to these Terms of Service. The use of the Zaiko Service and other matters are governed by the Basic Terms of Service.

Article 2 (Amendment of these Terms of Service)

1. We may amend these Terms of Service, at our sole discretion, at any time. We will notify Customers of amended Terms of Service by posting the amendments to the Website or by another method unless we separately set forth otherwise. The amended Terms of Service will take effect as of the time we specify.
2. Customers shall use the Services upon confirming the latest version of these Terms of Service from time to time.

Article 3 (Product Purchases)

1. Customers may use the Service to purchase products sold by Organizers (including tangible objects, intangible objects, services, and the right to receive services; the “Products” (other references to “products” hereinafter are likewise not limited to tangible goods)) while watching the stream provided by an Organizer on the Zaiko Service. Only Customers that purchase Streaming Tickets for a stream may purchase that stream’s Products.
2. Agreements for the purchase and sale of Products (including service agreements; “Purchase Agreements”) shall be entered into by and between the Organizer and the Customer and we shall not be a party to such agreements.
3. Customers shall be responsible and pay for resolving any disputes that arise between a Customer and an Organizer, another Customer, a delivery vendor, or any third parties in connection with the sale of a Product (including delivery, transmission, or provision of the Product; the same applies to other references to “sale” hereinafter in these Terms of Service), and we shall not be held liable for any such disputes.
4. Customers shall direct any inquiries regarding the sale of Products to the Organizers that sell the Products, and shall not direct any inquiries to us regarding the sale of Products.

Article 4 (Payment Agency Services)

1. Customers that purchase Products shall pay the price of the Products to us, as the party authorized to receive payment on behalf of the Organizer, by a date that we specify separately. Customers shall not pay the price of the Products directly to Organizers.
2. After a Purchase Agreement of a Product is executed, the Customer may not cancel such agreement or void or rescind the transaction for any reason unless otherwise permitted by law.
3. The Customer shall pay for any fees associated with the payment of the price of Products.

Article 5 (Compliance)

1. Customers shall not purchase Products using the Service for the purpose of re-selling to third parties.
2. Customers shall comply with the Copyright Act of Japan and other laws and ordinances when using the Products.

Article 6 (Right to Terminate)

1. Customers grant to us, and consent in advance to our right to terminate the Purchase Agreement with respect to the Products executed between an Organizer and a Customer, in whole or in part, if we determine that any of the following events has occurred:
   (1) the purchase and sale of the Products violates the provisions of these Terms of Service or the Live Commerce Terms of Service (Organizer);
   (2) the Customer does not pay the price of the Products by the payment deadline;
   (3) the Products have not been shipped, transmitted, or provided within a reasonable time, and the Organizer still fails to dispatch, transmit or provide the Products to the Customer within five days after we request the dispatch, transmission, or provision of the Products;
   (4) the Products were sold in error due to a technical problem with the Service, including a system error or unauthorized access;
   (5) a chargeback (refers to where a credit card company cancels the approval for a payment due to unauthorized use of the card or other reasons) is conducted with respect to the payment of the price of the Products, or the cardholder, issuer, payment processor, or a similar entity asserts that there has been unauthorized use of the payment method; or
   (6) we otherwise determine, based on reasonable grounds, that the transaction is not legitimate.
2. If we terminate a Purchase Agreement for Products under Article 6(1), we shall not be held liable to the Customer in any way with respect to that termination.

Article 7 (Disclaimer of Guarantee)

1. In addition to the provisions of the Basic Terms of Service, we shall not be held liable in any manner whatsoever for any damages that may occur due to a malfunction of the systems used by the Service or a related accident unless otherwise specified in these Terms of Service.
2. Notwithstanding the provisions of the Basic Terms of Service, any amount of damages that we may owe Customers is limited to the price paid by the Customer for the Product that Customers most recently purchased prior to such damages first surfacing.
3. If the Consumer Contract Act of Japan applies to the relationship between Customers and us, the limitation of damages under Article 7(2) shall only apply to any damages that Customers may incur as a result of our slight negligence. If Customers incur damages due to our willful misconduct or gross negligence, the Basic Terms of Service apply irrespective of Article 7(2).

Article 8 (Survival)
The provisions of Article 3(3), Article 4(2), Article 5(2), Article 6(2), Article 7, this Article, and any other provision that by its nature may reasonably be construed to survive the termination of the agreement will remain in effect even after the termination of the contract formed between us and Customers based on these Terms of Service, irrespective of the reason for termination.

[Established and enforceable as of April 15, 2022]
[Amended as of June 30, 2022]

14. Live Commerce Terms of Service (Organizer)
These Live Commerce Terms of Service (Organizer) (these “Terms of Service”) establish the terms of use of the service that we provide to Organizers that use Zaiko’s Live Commerce service (the “Service”). Organizers shall read and agree to these Terms of Service in their entirety in order to use the Service. Unless otherwise defined in these Terms of Service, terms used in these Terms of Service have the meanings defined in the Account Registration Terms of Service and the Tickets/Live Streaming Service Terms of Service (Organizer) (collectively, the “Basic Terms of Service”) to which all Organizers shall separately agree.

Article 1 (Applicability of these Terms of Service)

1. These Terms of Service apply to all interactions between us and Organizers in connection with Organizers’ use of the Service (including all individual future transactions and sales by Organizers on the Service). Organizers may not use the Service unless they agree to these Terms of Service.
2. Any rules applicable to the use of the Service that are posted on the Website constitute a part of these Terms of Service.
3. If there is any inconsistency between the content of these Terms of Service and the rules referred to in Article 1(2) or other explanations or the like regarding the Service, these Terms of Service will prevail.
4. In order to use the Service, Organizers shall agree to the Basic Terms of Service in addition to these Terms of Service. The use of the Zaiko Service and other matters are governed by the Basic Terms of Service.

Article 2 (Amendment of these Terms of Service)

1. We may amend these Terms of Service, at our sole discretion, at any time. We will notify Organizers of amended Terms of Service by posting to the Website or by another method unless we separately set forth otherwise. The amended Terms of Service will take effect as of the time we specify.
2. Organizers shall use the Services upon confirming the latest version of these Terms of Service from time to time.

Article 3 (Sale of Products)

1. Organizers may use the Service to sell products (including tangible objects, intangible objects, services, and the right to receive services; the “Products” (other references to “products” hereinafter are likewise not limited to tangible goods)) to Customers (limited to Customers with an address in Japan) that watch a stream provided by the Organizer on the Zaiko Service, while the stream is available.
2. Agreements for the purchase and sale of Products (including service agreements; “Purchase Agreements”) shall be entered into by and between the Organizer and the Customer and we shall not be a party to such agreements.
3. Organizers authorize us, and we undertake to conduct agency services of the sale or transaction of the Products on the Organizer’s behalf.
4. Organizers shall be responsible and pay for resolving any disputes that arise between an Organizer and a Customer, a delivery vendor, or any third parties in connection with the sale of a Product (including delivery, transmission, or provision of the Product; the same applies to other references to “sale” hereinafter in these Terms of Service), and we shall not be held liable for any such disputes.

Article 4 (Payment Agency Services)

1. Organizers authorize us to accept payment of the price of the Products on their behalf. Based on such authorization, we shall receive payment of the price of the Products from Customers on behalf of Organizers. Organizers shall not receive the price of the Products directly from Customers under any name or by any method.
2. We shall pay out the price of the Products, upon deducting a fee that is separately specified by us, by bank transfer into an account designated by Organizer, by the date specified below according to the type of Product. If the payment date is a bank holiday, we shall pay by the preceding day.
   (1) If the Product is a tangible object: The date designated by us, after the Product has been dispatched to the Customer and after we have confirmed delivery using the Delivery Confirmation Information (defined in Article 6) registered by the Organizer on the Organizer admin page
   (2) If the Product is not a tangible object (including intangible objects, services, and the right to receive services): The date designated by us
3. If we terminate a Purchase Agreement under Article 7(1), we shall refund the price of the Products to the Customer. In such case, the amount refunded and the refund processing fee that we separately specify (the “Refund Processing Fee”) will be deducted from the amount paid under Article 4(2) (the “Payment Amount”), irrespective of the reason for the refund. If a refund is processed before the Organizer receives payment, we shall deduct the price of the Products refunded and the Refund Processing Fee from the Payment Amount. If a refund is processed after the Organizer receives payment, the Organizer shall pay to us the price of the Products refunded and the Refund Processing Fee by a date that we specify.
4. If a chargeback (refers to where a credit card company cancels the approval for a payment due to unauthorized use of a card or other reasons) is conducted with respect to a payment, we may return to the credit card company the amount credited by the credit card company, at our sole discretion, without any notice to the Organizer. The Organizer shall bear any chargeback fees. If a chargeback occurs, we shall deduct the chargeback fee from the Payment Amount or charge it to the Organizer as with the price of the Products refunded and the Refund Processing Fee under Article 4(3).

Article 5 (Compliance)

1. Organizers shall manage any rights processing matters necessary with respect to the sale of the Products (including, but not limited to, management of intellectual property rights) at Organizers’ own responsibility and cost. If all or part of the Products or the materials that comprise the Products are imported, Organizers shall appropriately handle all customs clearances and other necessary procedures (including, but not limited to, obtaining necessary import licenses and paying tariffs and consumption tax) at Organizers’ own responsibility and cost, and shall comply with all laws and ordinances relating to imports and exports.
2. Organizers shall comply with the Product Liability Act, the Consumer Contract Act, the Act on Specified Commercial Transactions, the Installment Sales Act, Act against Unjustifiable Premiums and Misleading Representations, the Pharmaceutical Affairs Act, the Household Goods Quality Labeling Act, and other laws and ordinances (including, but not limited to, related laws and ordinances, directives, and guidelines) in connection with the sale of the Products through the Service.
3. Organizers shall appropriately indicate to Customers the selling price (including shipping costs) of the Products, the date and method of payment, the delivery or provision date of the Products, matters with respect to withdrawal of offer and termination of the Purchase Agreement, the Organizer’s name, address, and phone number, and other information subject to display obligations under the Act on Specified Commercial Transactions and other laws and ordinances in connection with the sale of the Products through the Service.
4. If the Products do not conform to the agreement or an Organizer otherwise has a legal obligation (including, but not limited to, an obligation to handle repairs, returns, and damage claims) with respect to sale of the Products, the Organizer shall promptly perform those obligations at the Organizer’s own responsibility and cost.
5. Organizers shall not sell through the Service products that are prohibited from sale under laws and ordinances (including the unlicensed sale of products that require a license) or Products that are prohibited under the attached List of Prohibited Products (irrespective of whether the necessary license is obtained).
6. In connection with the use of the Service, Organizers shall not:

(1) use personal information of Customers obtained through the use of the Service to sell products outside the Service;
(2) use the trademark, brand name, service mark, domain, or the like of any third party, including us, to sell the Products without permission;
(3) ship, transmit, or provide products that are clearly different from the product summary (including sample images) of the Products;
(4) fail to perform all or part of the Organizer’s obligations under the Purchase Agreement, including failure to ship, transmit, or provide the Products;
(5) fail to respond to inquiries by us or Customers regarding the sale of Products, or respond after undue delay; or
(6) commit fraud or any other unlawful act.

Article 6 (Shipping; Transmission; Provision)

1. If the Products are tangible objects, Organizers shall dispatch the Products to the Customer’s specified address without delay after a Purchase Agreement is executed with respect to Products at the Organizer’s own responsibility and cost, and we shall not be involved in or held liable for communication with delivery vendors, any disputes or other problems that arise between an Organizer or a Customer and a delivery vendor, or any disputes or other problems that arise between an Organizer and a Customer in connection with shipping (excluding the refund procedure provided for in Article 4(3)).
2. If the Products are tangible objects, Organizers shall register on the Organizer admin page the tracking number or the equivalent issued by the delivery vendor to which the Products are outsourced (the “Delivery Confirmation Information”), by a method that we specify separately, promptly after the completion of shipping procedures with respect to the Products. Organizers shall not ship the Products using any service that does not issue or provide Delivery Confirmation Information or through which we are unable to track the delivery status and receipt of the Products.
3. If the Products are not tangible objects (including intangible objects, services, and the right to receive services), Organizers shall transmit or provide the Products to the Customer without delay after a Purchase Agreement is executed with respect to Products at the Organizer’s own responsibility and cost, and we shall not be involved in or held liable for any disputes or other problems that arise between an Organizer and a Customer or a third party in connection with transmission or provision (excluding the refund procedure provided for in Article 4(3)).

Article 7 (Right to Terminate)

1. Organizers grant to us, and consent in advance to our right to terminate the Purchase Agreement with respect to the Products executed between an Organizer and a Customer, in whole or in part, if we determine that any of the following events has occurred:
   (1) the Purchase Agreement violates the provisions of these Terms of Service or the Live Commerce Terms of Service (Customer);
   (2) the Customer does not pay the price of the Products by the payment deadline;
   (3) the Products have not been shipped, transmitted or provided within a reasonable time, and the Organizer still fails to dispatch, transmit or provide the Products to the Customer within five days after we request the dispatch, transmission, or provision of the Products;
   (4) the Products were sold in error due to a technical problem with the Service, including a system error or unauthorized access;
   (5) a chargeback (refers to where a credit card company cancels the approval for a payment due to unauthorized use of a card or other reasons) is conducted with respect to the payment of the price of the Products, or the cardholder, issuer, payment processor, or a similar entity asserts that there has been unauthorized use of the payment method; or
   (6) we otherwise determine, based on reasonable grounds, that the transaction is not legitimate.
2. If we terminate a Purchase Agreement under Article 7(1), we shall not be held liable to the Organizer in any way with respect to that termination.

Article 8 (Handling of Personal Information)

1. If Organizers handle personal information (as defined in Article 2(1) of the Act on the Protection of Personal Information; the same applies hereinafter) while using the Service, Organizers shall comply with the Act on the Protection of Personal Information and other related laws, ordinances, and guidelines.
2. Organizers shall take the necessary security measures (including, but not limited to, technical means) to prevent unauthorized access to, and loss, theft, modification, or divulgence of, personal information.
3. If Organizers receive personal information from us when using the Service, Organizers shall handle such personal information solely for dispatching, transmitting or providing the Products, handling returns and inquiries regarding the Products, and other purposes for which such personal information is disclosed, and shall not handle such personal information for any other purpose.
4. Organizers shall immediately return, destroy, or delete the personal information received from us under Article 8(3) if the purpose of the disclosure is achieved, or upon request by us.

Article 9  (Disclaimer of Guarantee)

1. In addition to the provisions of the Basic Terms of Service, we shall not be held liable in any manner whatsoever for any damages that may occur due to a malfunction of the systems used by the Service or a related accident unless otherwise specified in these Terms of Service.
2. Notwithstanding the provisions of the Basic Terms of Service, any amount of damages that we may owe Organizers is further limited to the total amount of consideration for the Service that we have received from the Organizer in the one-year period preceding the occurrence of the damage.
3. If the Consumer Contract Act of Japan applies to the relationship between Organizers and us, the limitation of liability under Article 9(2) shall only apply to any damages that Organizers may incur as a result of our slight negligence. If Organizers incur damages due to our willful misconduct or gross negligence, the Basic Terms of Service apply irrespective of Article 9(2).

Article 10 (Post-Termination Measures; Survival)
The provisions of Article 3(4), Article 4(3) and (4), Article 5(4), Article 6(1) and (3), Article 7(2), Article 8, Article 9, this Article, and any other provision that by its nature may reasonably be construed to survive the termination of the agreement will remain in effect even after the termination of the contract formed between us and Organizers based on these Terms of Service, irrespective of the reason for termination.

[Established and enforceable as of April 15, 2022]
[Amended as of June 30, 2022]


Schedule: List of Prohibited Products
This is a list of the products prohibited from sale on the Live Commerce service (the “Service”). Organizers shall not sell the products included in this list (not limited to goods and other tangible objects, and including data, software and other intangible objects, services, and the right to receive services) using the Service.

1. Products that are illegal to sell or possess under laws and ordinances: Drugs, stimulants, psychoactive substances, human bodies, organs, cellular material, blood, child pornography, etc.

2. Products that require a license to sell: Pharmaceuticals, medical devices, alcohol, imported cosmetics, second-hand goods, home-made foods requiring a license under the Food Sanitation Act, home-made cosmetics, pets, tobacco, etc.
Note: Even if an Organizer has the required license, these products cannot be sold through the Service.

3. Products that require a license or registration to possess: Guns, swords, etc.

4. Products that require registration upon a change of ownership: Real estate, automobiles, marine vessels, etc.

5. Adult goods, adult-oriented products, products that may be considered inappropriate from the perspective of protecting minors, and products that are contrary to public order and morals: Bodily fluids, used clothing, products that abet or incite criminal activity, etc.

6. Products related to gambling and lotteries

7. Stolen goods, or suspected stolen goods

8. Products likely to be used to commit a crime: Listening devices, miniature cameras, infra-red cameras, lock picks, balaclavas, clothing similar to the uniforms of public officials, etc.

9. Cash

10. Certificates with a face value: Gift certificates, prepaid cards, revenue stamps, postage stamps, commuter passes, etc.

11. Products that infringe intellectual property rights: Fake brand-name products, pirated media, counterfeit goods, etc.

12. Products that may cause injury, death, or property damage: Special Specified Products and Specified Products that do not carry a PSC Mark, other products with safety issues, computer viruses or other harmful software (including media containing such data), etc.

13. Flammable products: Lighters, gas canisters, etc.

14. Any other product that we determine to be inappropriate

15. Zaiko Connect Terms of Service
These Zaiko Connect Terms of Service (these “Terms of Service”) establish the relationship between ZAIKO K.K. (“we”, “us,” “our,” and “ours”) and members (“Members”) of the Zaiko Connect subscription service (the “Service”) that we provide. Members shall read and agree to these Terms of Service in their entirety in order to use the Service. In addition to these Terms of Service, our Account Registration Terms of Service (the “Basic Terms of Service”) also apply to the use of the Service.

Article 1 (Description of the Service; Consent to these Terms of Service)

1. The Service includes the following services. We may add to, remove from, or alter the content of the Service from time to time.

(1) Zaiko TV: A streaming service for music, stage productions, events, stand-up comedy, esports and other video content (collectively “Content”)
(2) +Archive: A service extending the availability period for streaming video that we provide through the Zaiko tickets and streaming service (the “Zaiko Service”), or the right to view streaming video during the extended availability period (for archived content; the length of the archive period depends on the content)
(3) +HD Audio: A service providing high-definition audio for streaming video in the Zaiko Service, or the right to view content with high-definition audio (the availability of high-definition audio depends on the content)
(4) Zaiko Points: A point service that we grant to Members in accordance with the conditions that we set forth
(5) Other services that we may provide

2. The Service is a paid subscription service. In order to use the Service, Members shall purchase a paid subscription in accordance with these Terms of Service.
3. In order to use the Service, Members shall agree to these Terms of Service and the Basic Terms of Service, and create a Zaiko Account.
4. The term of the agreement with respect to the use of the Service (the “User Agreement”) is six months. Unless the Member conducts the cancellation procedures that we specify before the expiration of the User Agreement, the User Agreement will automatically renew for a further period of six months and the fee is payable pursuant to Article 10(3), and the same applies thereafter.
5. Upon completion of an application to purchase a paid subscription, Members cannot withdraw such application or cancel the User Agreement for any reason, unless that reason is attributable to us.

Article 2 (Amendment of these Terms of Service)

1. We may amend these Terms of Service, at our sole discretion, at any time. We will notify Members of the amended Terms of Service by posting them to our website (at https://zaiko.io/connect or any new domain or address to which we may change our website for any reason; the “Website”) or by another method. The amended Terms of Service will take effect as of the time we specify.
2. Members shall use the Services upon confirming the latest version of these Terms of Service from time to time.

Article 3 (Zaiko TV)

1. Members may view the Content in the following ways (the “Viewing Methods”), subject to the payment of the fee pursuant to these Terms of Service and compliance with these Terms of Service. A Member’s authorization to view the Content is limitative, non-exclusive, and non-assignable, and is limited to personal, non-commercial use. Specific Content that is available through one Viewing Method may not be available through other Viewing Methods due to restrictions placed on the Content by licensors, other third-party restrictions and other matters.

(1) The Website
(2) An approved application or device

2. The video and audio quality of the Content may be affected by the Viewing Method, the Member’s internet speed or connection, and other factors. The video and audio quality of the Content that we are able to provide may also depend on the material supplied by the licensor of the Content. Therefore, we shall not be liable in any way for the video and audio quality of the Content.

Article 4 (+HD Audio and +Archive)

1. +HD Audio: Members that purchase Streaming Tickets through the Zaiko Service may view the video on the Zaiko Service with high-definition audio without paying any additional fees except for the price of the Streaming Tickets and the fee of the Service. +HD Audio may be only used i) when Members purchase Streaming Tickets through the Zaiko Service (separate payment of the ticket price is required) and ii) when +HD Audio is enabled by an Organizer of the stream. If Members do not purchase Streaming Tickets or if the Organizer has not enabled +HD Audio for the stream, +HD Audio may not be used.
2. +Archive: Members that purchase Streaming Tickets through the Zaiko Service may view the video on the Zaiko Service during an extended archive period in addition to the standard archive period without paying any additional fees except for the price of the Streaming Tickets and the fee of the Service, or at a discounted price. +Archive may be only used i) when Members purchase Streaming Tickets through the Zaiko Service (separate payment of the ticket price is required) and ii) when +Archive is enabled by an Organizer of the stream. If Members do not purchase Streaming Tickets or if the Organizer has not enabled +Archive for the stream, +HD Audio may not be used.
3. The video and audio quality of video streamed on the Zaiko Service may be affected by the Viewing Method, the Member’s internet speed or connection, and other factors. The video and audio quality of the Content that we are able to provide may also depend on the material supplied by the licensor of the Content. Therefore, we shall not be liable in any way for the video and audio quality of video streamed on the Zaiko Service.

Article 5 (Zaiko Points)

1. Members may be granted Zaiko Points based on the amount and circumstances of their use of services that we specify.
2. Zaiko Points are valid for a period of six months from the date on which Members obtain them. After such period lapses, the Zaiko Points will become invalid and cannot be used. When this occurs, we will in no way be held liable with respect to any invalidated Zaiko Points.
3. We will determine the services eligible for the granting of Zaiko Points (“Eligible Services”), the rate at which Zaiko Points are granted, and other terms and conditions of the granting of Points, and announce that information on our Website or by another method. Members may check their current Zaiko Points balance through the Account page of the Service.
4. If a transaction of an Eligible Service is cancelled for any reason, the Zaiko Points granted to the Member with respect to that transaction shall be invalidated.
5. Members may use the Zaiko Points that they hold to purchase Tickets on the Zaiko Service and other services that we offer, at a rate of 1 point = 1 yen, pursuant to the conditions and methods that we establish.
6. Members may not assign to third party, create a pledge or other security interest over, or otherwise dispose of Zaiko Points.
7. Members may not convert Zaiko Points into money. We will not return Zaiko Points that a Member has used pursuant to Article 5(5) (or refund money equivalent to such Zaiko Points or the like) unless we deem it necessary to do so at our sole discretion. Zaiko Points may be returned in the case of a refund due to event cancellation or similar circumstances not attributable to Members.
8. If a Member terminates the User Agreement with respect to the Service or deletes their Zaiko Account, their Zaiko Points will be invalidated and cannot be used. When this occurs, we will in no way be held liable with respect to any Zaiko Points invalidated due to such cancellation or account deletion. Even if a Member enters into a new User Agreement for the Service after such cancellation, the pre-cancellation Zaiko Points balance cannot be used.
9. We may cancel or suspend use of the Zaiko Points without providing notice to Members if we consider it necessary to cancel or suspend our system due to system maintenance or the failure of any communications lines, communications methods, or computers.
10. We may, without providing any notice to Members, either suspend the use of all or a portion of any Zaiko Points held or render Zaiko Points to become invalid if a Member falls under any of the following circumstances; we are in no way liable for any losses or damages that Members incur as a result of the provisions of this Article 5(10):

(1) when Members obtain Zaiko Points through any unauthorized means, or use any Points upon having knowledge that such Zaiko Points were obtained through unauthorized means;
(2) when any Zaiko Points were falsified or forged;
(3) when Members breach these Terms of Service or other terms of service established by us; or
(4) when we otherwise determine that it is appropriate to suspend the use of the Zaiko Points.

11. We may amend or terminate any conditions and the like of our grant or Member’s use of the Zaiko Points at our convenience. We may suspend the use of all or a portion of Member’s Zaiko Points as a result of any applicable amendment or termination.

Article 6 (Intellectual Property Rights)

1. All Intellectual Property Rights (as defined in the Account Registration Terms of Service), with respect to the Service and the Content are attributable to us or a third party that licenses such rights to us. By agreeing to these Terms of Service and using the Service, Members shall only acquire the right to use the Service, and shall not receive any assignment of such Intellectual Property Rights, etc. with respect to the Service or the Content or be granted a license with respect to such Intellectual Property Rights, etc.
2. We hold the copyright, trademark rights, and other intellectual property rights, etc. with respect to our trade name and logo, the Website, and other marks, graphics, logos, scripts, and sounds that we own (the “ZAIKO Intellectual Property”). Members shall not copy, download, or otherwise use the ZAIKO Intellectual Property under any circumstances.

Article 7 (Use of Applications)
Members may be required to agree to download application software or other materials or agree to separate terms in order to sign up for certain parts of the Service or access certain Content. In such case, those additional terms constitute a part of and are incorporated into these Terms of Service unless otherwise specified therein.

Article 8 (Suspension; Cancellation)
We may alter, suspend or cancel all or part of the Service (including any device used to access the Content and the Service) with respect to any Members, temporarily or permanently, at any time, and without notice. Members agree in advance that we may take such measures at our sole discretion. Members agree that we shall not be held liable for any alteration, suspension or cancellation of the Service.

Article 9 (Viewing Methods; Internet Charges)
Members shall bear all costs in connection with the use of the Viewing Methods and the internet.

Article 10 (Subscription; Billing)

1. A User Agreement for the Service will be formed when a Member purchases a paid subscription. Members may check the term of the User Agreement and other information regarding the status of their membership through the Account page of the Service.
2. Members shall pay the fee that we set forth separately by any one of the payment methods that we set forth separately, as selected by the Member (“Payment Method”).
3. We will automatically charge fees to a Member’s Payment Method every six months on the calendar day corresponding to the date that Member signed up. However, if the Member changes the Payment Method, the billing date may also change as a result. We may change the fee for the Service from time to time. We will notify Members of the content of such fee changes by email or another method in advance. Any and all paid fees are not refundable under any circumstances.

Article 11 (Cancellation)
In order to terminate the User Agreement, Members shall conduct the cancellation procedures that we specify before the expiration of the User Agreement. If Members cancel the User Agreement during its term, the subscription fee for that period is not refundable, but Members may continue to use the Service for the remainder of that period. However, the Member’s Zaiko Points balance will immediately be invalidated upon completion of the cancellation procedures. If Members sign up of the Service using the Zaiko app, they shall conduct the cancellation procedures through the app store from which the app was purchased.

Article 12  (Third-Party Products and Services)
If Members sign up for the Service as part of a package offer with the purchase or payment of a third-party product or service, Members agree that we are not liable with respect to any disadvantage or damages incurred due to or in connection with that third-party product or service.

Article 13 (Damages)

1. Notwithstanding the Basic Terms of Service, the maximum amount of damages payable by us in connection with the use of the Service is the total of the fees received from the Member for the Service over the one-year period preceding the event that caused the damage. We will not be liable for any damages arising due to special circumstances.
2. If the Consumer Contract Act of Japan applies to the relationship between Members and us, the limitation of damages under Article 13(1) shall only apply to any damages that Members may incur as a result of our slight negligence. If Members incur damages due to our willful misconduct or gross negligence, the Basic Terms of Service apply irrespective of Article 13(1).

Article 14 (Territory)
Members acknowledge and agree that: the Service is limited by the rights that the licensors of the Content grant to us; the Content may be provided only to a limited range of territories; and it is prohibited to access the Content from territories in which we have not been granted rights or in which we do not provide the Service and use technology to obtain such access.

Article 15 (Survival)
The provisions of Article 3(2), Article 4(3), Article 5(2) and (10), Article 6, Article 8, Article 10(3), Article 12, Article 13, this Article, and any other provision that by its nature may reasonably be construed to survive the termination of the agreement will remain in effect even after the termination of the User Agreement and these Terms of Service (irrespective of the reason for termination).

[Established and enforceable as of September 14, 2022]


16. Digitama Stubs Terms of Service for Purchase (Individual Purchases)
These Digitama Terms of Service for Purchase (Individual Purchases) (these “Terms of Service”) sets forth the relationship between ZAIKO K.K. (“we”, “us”, “our” and “ours”) and Purchasers of Digitama Stubs (as defined in Article 1(1)(1) below) with respect to services related to the provision of Digitama Stubs (“Service”) that organizers sell at performances and events. Please read the entire text of these Terms of Service. Purchasers must agree to these Terms of Service in order to use the Service.

Article 1 (Definitions)

1. The following terms are defined as follows in these Terms of Service. Unless otherwise defined in these Terms of Service, terms that are not defined in these Terms of Service shall have the meanings defined in the “Account Registration Terms of Service” and the “Zaiko Tickets/Live Streaming Service Terms of Service (Customer)” (collectively, the “Basic Terms of Service”) that we separately set forth.

(1) Digitama Stubs
The stub image of the Tickets (defined in item (5) below) sold by Stubs-event Organizers (defined below) using the Service, which is linked to an NFT (Non-Fungible Token).

(2) Stubs-event Organizer
Organizers (as defined in the Basic Terms of Service) or others that use the Service and sell Digitama Stubs to Purchasers (defined in item (4) below), whether corporations or individuals.

(3) Event
Performances or events that are held and implemented physically at venues by the Stubs-event Organizers, themselves, or by third parties; or streaming events that are provided via streaming videos by a Stubs-event Organizer or a third party.

(4) Purchaser
Customer (as defined in the Basic Terms of Service) or a person who purchases Digitama Stubs from a Stubs-event Organizer, whether or not such person purchased a Ticket.

(5) Ticket
Tickets (whether they are tangible/physical or not) that are sold by a Stubs-event Organizer to a Customer, which come with the right to either be able to enter an Event or to view and listen to a stream that is provided by the Stubs-event Organizer.

(6) Website
Our website (at https://zaiko.io, or any new domain or address to which we may change our website for any reason).

(7) Ticket Image
The stub images of the Tickets that are included in Digitama Stubs.

(8) Marketplace
The platform operated by us for the trading of Digitama Stubs.

2. Regarding the use of the Service by Purchasers, purchasers who have not purchased a Ticket through our services shall still be deemed a “Customer” under the Basic Terms of Service. The terms of the Basic Terms of Service in addition to the terms of these Terms of Service shall apply to all Purchasers.
3. These Terms of Service shall apply when Digitama Stubs are purchased independently from the purchase of Tickets through our services. When Digitama Stubs are purchased along with the Tickets, the “Options Purchase Terms of Service (Customer)” shall apply.
4. These Terms of Service set forth provisions related to the purchase of Digitama Stubs that are carried out as set forth in these Terms of Service as well as the use of such Digitama Stubs by Purchasers in accordance with these Terms of Service (including re-sale of Digitama Stubs by a Purchaser to other Customers). Regarding matters related to the purchase of Digitama Stubs that are owned by third parties (including other Purchasers) that are not the Stubs-event Organizer or any other matters not set forth herein, you will be required to agree to the “Options Purchase Terms of Service (Customer)” that we set forth separately.

Article 2 (Effect of these Terms)

1. Any rules relating to the use of the Service set forth on our Website shall constitute a part of these Terms of Service.
2. If there are any inconsistencies between the content of these Terms of Service and the rules mentioned in Article 2(1) or any other explanations of the Service aside from these Terms of Service, the provisions of these Terms of Service shall prevail.

Article 3 (Purchase of Digitama Stubs)

1. Purchasers who desire to purchase Digitama Stubs shall do so through the Service pursuant to the terms of the transaction that they agreed upon with the Stubs-event Organizer.
2. After a purchase and sale agreement of a Digitama Stubs is executed, the purchasing Purchaser cannot cancel such agreement and cannot void or rescind the transaction for any reason unless otherwise permitted by law.
3. The Purchaser shall pay for any fees associated with the payment of the price of Digitama Stubs that the Purchaser purchases.

Article 4 (Contractual Relationship related to the Purchase of Digitama Stubs; Payment Agent Service)

1. Any agreement for the purchase and sale of Digitama Stubs shall be entered into by and between the Stubs-event Organizer and the Purchaser, and we shall not be a party to such agreements.
2. If Purchasers choose to purchase Digitama Stubs in a manner that is separately set forth by us, an agreement for the purchase and sale of Digitama Stubs shall be formed between the Purchaser and the Stubs-event Organizer when the parties agree upon the conditions of the transaction (including but not limited to the purchase price of Digitama Stubs; the same applies hereinafter).
3. If a Purchaser purchases Digitama Stubs using the Service, we are authorized by the Stubs-event Organizer to accept payment of the price of Digitama Stubs from the Purchaser on the Stubs-event Organizer’s behalf, and we shall collect the payment price of Digitama Stubs from Purchasers on behalf of the Stubs-event Organizer. At the point when we receive the payment price of Digitama Stubs, the Purchaser’s liabilities related to paying for such Digitama Stubs to the Stubs-event Organizer shall no longer exist. The Purchaser shall pay the payment price of Digitama Stubs in a manner that we separately set forth and shall not directly pay the Stubs-event Organizer or any other third party the payment price of Digitama Stubs through any other manner or method.

Article 5 (Use of Digitama Stubs)

1. Purchasers may do the following by using the Service.
   (1) Sell the purchased Digitama Stubs to another Customer (limited to Customers that use the Service in accordance with the Options Purchase Terms of Service (Customer); the same applies hereinafter)
   (2) Use the purchased Digitama Stubs in the manners that we set forth
2. Digitama Stubs may only be sold to other Customers on the Marketplace.
3. With respect to the manner of use set forth in Article 5(1)(1), we only provide a venue and opportunity to enter into contracts with respect to Digitama Stubs through the Service, and we are not a party to the contract with respect to the purchase and sale of Digitama Stubs. A contract with respect to the purchase and sale of a Digitama Stubs is formed between a Purchaser selling Digitama Stubs and a Customer purchasing Digitama Stubs when such parties agree on the terms of the transaction.
4. Notwithstanding Article 5(3), we may set a minimum transaction price of Digitama Stubs. In such case, the Purchaser that sells Digitama Stubs shall engage in transactions of Digitama Stubs at a price that is equal to or above such minimum transaction price.
5. After purchasing Digitama Stubs, the Purchaser may reproduce, display or publicly broadcast the Ticket Image for the purposes set forth below in accordance with the conditions and in the manners that we set forth separately until the Digitama Stubs are transferred to another Customer. The Purchaser has the rights to use the Digitama Stubs and the Ticket Image in accordance with these Terms of Service and with other restrictions that we set forth separately. However, if the Purchaser’s Digitama service membership is cancelled or if the Purchaser no longer has a “ZAIKO” account, the Purchaser shall forfeit any rights to use their Digitama Stubs and shall no longer be able to use the Service. In such case, we shall not have any liability whatsoever.
   (1) For the purpose of sharing the Ticket Image to third parties in social media accounts, blogs, websites and the like that the Purchaser owns and manages
   (2) For the purpose of advertising or promoting Digitama Stubs
   (3) For other purposes that are separately set forth clearly and determined to be appropriate by us
6. While a Stubs-event Organizer may provide special benefits to a Purchaser, we shall not be responsible in any manner whatsoever for any disputes or other issues that arise with respect to such special benefits.

Article 6 (Trading)

1. Purchasers who wish to sell Digitama Stubs shall do so on the Marketplace pursuant to the terms of the transaction that they agreed upon with the Customer purchasing the Digitama Stubs. Purchasers who wish to sell Digitama Stubs shall agree in advance to pay any fees that we specify separately.
2. After a purchase and sale agreement of a Digitama Stubs is executed, the Purchaser selling the Digitama Stubs shall not be able to cancel such agreement and cannot void or rescind such transaction for any reason unless otherwise permitted by law.
3. Purchasers selling Digitama Stubs grant us the right to accept payment of the price of the Digitama Stubs on their behalf. Purchasers that are selling Digitama Stubs shall not receive the price of the Digitama Stubs directly from purchasing Customers by any manner or method.
4. We will pay the price of the Digitama Stubs that we received on behalf of selling Purchasers as set forth in Article 6(3) upon deducting a service fee that we set forth separately by wiring such payment to an account that the selling Purchaser designates by a date that we set forth separately. However, if the payment date is a bank holiday, we will pay by the preceding day.
5. Purchasers selling Digitama Stubs shall pay for any transfer fees associated with the payment set forth in Article 6(4).

Article 7 (Registration)

1. In order to purchase Digitama Stubs, Purchasers will need to register as members for the “Digitama” service provided by us. Purchasers that desire to purchase Digitama Stubs shall be required to agree to the “Digitama Terms of Service” that we set forth separately. Matters related to the registration as well as the use of the Digitama service are set forth in the “Digitama Terms of Service.”
2. Purchasers that are using any services related to Digitama Stubs shall not be able to cancel their membership with the “Digitama” service. In the case where Purchasers cancel their membership to the “Digitama” service, it shall be deemed that they also have canceled any services related to Digitama Stubs of their own volition, and Purchasers will no longer be able to purchase, trade, sell and use Digitama Stubs. However, if the Purchaser, of their own volition, decides to terminate their use of the services only related to Digitama Stubs, they may be able to continue using the “Digitama” services.

Article 8 (Prohibited Acts)
Purchasers represent and warrant to us that they shall not commit any of the following acts when using the Service (including incitement of or preparing to engage in such acts):

(1) execution of an agreement for purchasing and/or selling Digitama Stubs without using the Service;
(2) any act prohibited under the “Account Registration Terms of Service”; or
(3) any act in breach of the guidelines that we separately establish with respect to the Service (including, but not limited to, the Acceptable Use and IP Rights Policy).

Article 9 (Responsibilities related to Selling and Purchasing Digitama Stubs)

1. The Purchaser shall be responsible for and shall pay for resolving any and all disputes or claims that arise between the Purchaser and the Stubs-event Organizer, or Purchasers and third parties (including but not limited to other Purchasers and Customers) related to the sale and/or purchase of Digitama Stubs, and we shall not be responsible in any manner whatsoever.
2. In the case where we advance any fees (including but not limited to settlement fees or attorneys’ fees) that are necessary to resolve any disputes or claims that are caused by or are related to the sale and/or purchase of Digitama Stubs as set forth in Article 9(1), the Purchaser shall pay a designated amount to us of the fees that were advanced. The Purchaser shall bear any fees that are required for such payments.

Article 10 (Cancellation)

1. Generally, cancellation and refunds due to a Purchaser’s circumstances (including, but not limited to, errors in the information provided by Purchaser and multiple purchases due to a malfunction in Purchaser’s connection or system) is not permitted after purchase.
2. If a performance or event is cancelled (including if an event is cancelled due to force majeure or a server outage), we may notify the Purchasers via their registered email address, and process refunds, etc. on the Stubs-event Organizer’s behalf.
3. If a refund is provided under Article 10(2), the digital content, service, data or any rights will not be granted to the Purchaser, and any digital content, service, data or any rights already granted to the Purchaser will become unavailable as of the time the refund is provided.

Article 11 (Intellectual Property Rights)
All Intellectual Property Rights, etc. with respect to the Service and Digitama Stubs (including Intellectual Property Rights, portrait rights and all other rights with respect to the Service and Digitama Stubs such as copyrights with respect to the Ticket Image) shall belong to us or a third party that licenses such rights to us. By agreeing to these Terms of Service and using the Service, Purchasers shall only acquire the right to use the Service, and shall not receive any assignment of such Intellectual Property Rights, etc. with respect to the Service or Digitama Stubs or be granted a license with respect to such Intellectual Property Rights, etc.

Article 12 (Damages)

1. Notwithstanding the Basic Terms of Service, if we are subject to any damages in connection with the use of the Service, the amount of damages we shall be held liable for shall be limited to the value of the Digitama Stubs that were purchased by the Purchaser in the Purchaser’s most recent purchase before such damages were incurred.
2. If the Consumer Contract Act of Japan applies to the relationship between Purchasers and us, the limitation of damages under Article 12(1) shall only apply to any damages that Purchasers may incur as a result of our slight negligence. If Purchasers incur damages due to our willful misconduct or gross negligence, Basic Terms of Service apply irrespective of Article 12(1).

Article 13 (Survival)
The provisions of the third sentence of Article 5(5), Article 5(6), Article 8, Article 9, Article 10, Article 11, Article 12, this Article 13 and any other provision, which by its nature would reasonably be construed to survive, shall survive the termination of these Terms of Service irrespective of the reason for termination.

[Established and enforceable as of October 31, 2022]

17. Digitama Stubs Terms of Service for Sales (Individual Sales)
These Digitama Terms of Service for Sales (Individual Sales) (these “Terms of Service”) sets forth the relationship between ZAIKO K.K. (“we”, “us”, “our” and “ours”) and organizers of performances and events in connection with services related to the provision of Digitama Stubs (as defined in Article 1(1)(1) below) (“Service”) that such organizers sell. Please read the entire text of these Terms of Service. Organizers must agree to these terms in order to use the Service.

Article 1 (Definitions)

1. The following terms are defined as follows in these Terms of Service. Unless otherwise defined in these Terms of Service, terms that are not defined in these Terms of Service shall have the meanings defined in the “Account Registration Terms of Service” and the “Zaiko Tickets/Live Streaming Service Terms of Service (Organizer)” (collectively, the “Basic Terms of Service”) that we separately set forth.

(1) Digitama Stubs
The stub image of the Tickets (defined in item (5) below) sold by Stubs-event Organizers (defined below) using the Service, which is linked to an NFT (Non-Fungible Token).

(2) Stubs-event Organizer
Organizers (as defined in the Basic Terms of Service) or others that use the Service and sell Digitama Stubs to Purchasers (defined in item (4) below), whether corporations or individuals.

(3) Event
Performances or events that are held and implemented physically at venues by the Stubs-event Organizers, themselves, or by third parties; or streaming events that are provided via streaming videos by a Stubs-event Organizer or a third party.

(4) Purchaser
Customer (as defined in the Basic Terms of Service) or a person who purchases Digitama Stubs from a Stubs-event Organizer, whether or not such person purchased a Ticket.

(5) Ticket
Tickets (whether they are tangible/physical or not) that are sold by a Stubs-event Organizer to a Customer, which come with the right to either be able to enter an Event or to view and listen to a stream that is provided by the Stubs-event Organizer.

(6) Website
Our website (at https://zaiko.io, or any new domain or address to which we may change our website for any reason).

(7) Ticket Image
The stub images of the Tickets that are included in Digitama Stubs.

(8) Marketplace
The platform operated by us for the trading of Digitama Stubs.

2. Regarding the use of the Service by Stubs-event Organizers, Stubs-event Organizers who have not sold Tickets to Purchasers through our services shall still be deemed an “Organizer” under the Basic Terms of Service. The terms of the Basic Terms of Service in addition to the terms of these Terms of Service shall apply to all Stubs-event Organizers.
3. These Terms of Service shall apply when Digitama Stubs are sold independently from the sale of Tickets through our services. When Digitama Stubs are sold along with the Tickets, the “Options Sale Terms of Service (Organizer)” shall apply.

Article 2 (Outsourcing the Creation and Sale of Digitama Stubs; Grant of License)

1. Stubs-event Organizers shall exclusively outsource to us (i) the creation of NFT content by combining the Material, Ticket Images, and other content related to the creation and sale of Digitama Stubs (the “Content”; including content substantively similar to the Content) with digital assets (including digital assets created using NFTs and other blockchain technology and similar technology; the same applies hereinafter in this Article), (ii) services to conduct sales transactions or other disposition of such NFT content and (iii) the distribution of NFT content in the Marketplace. The rights granted through the foregoing outsourcing shall be on a worldwide basis and shall be granted for the period during which the respective rights for the Contents survive. We shall perform the foregoing services on behalf of Stubs-event Organizers.
2. Stubs-event Organizers exclusively grant to us, on a worldwide basis, (i) the right to combine the Material with digital assets (including editing or altering the Material prior to combination), (ii) the right to sell, assign or otherwise dispose of Digitama Stubs to a third party (including allowing the acquirer of the Digitama Stubs to use the Ticket Image) and (iii) the right to reproduce, adapt, display, publicly broadcast, or otherwise use the Content to the extent necessary for the advertising and promotion of Digitama Stubs and other actions directly or indirectly necessary for the creation and sale of Digitama Stubs, and (iv) the right to non-exclusively sublicense the foregoing rights to a third party during the effective term of the rights with respect to the Content.
3. Stubs-event Organizers shall not, and shall not cause us or a third party to, (i) reproduce or adapt the Content or any content substantively similar to the Content to be combined with digital assets, (ii) combine the same with digital assets, (iii) assign the same to a third party, (iv) solicit a third party to purchase the same, (v) reproduce, display, publicly broadcast, or otherwise itself use for the purpose of assignment to a third party, or (vi) conduct or cause a third party to conduct any act substantively similar to (i) through (v); for or without consideration, during the effective term of the rights with respect to the Content, without our prior written consent, except for use of the Content by Stubs-event Organizers for the purpose of advertising and promotion of Digitama Stubs. For the avoidance of doubt, Stubs-event Organizers are not restricted from reproducing or adapting the Material for a purpose other than the creation of digital assets, assigning the Material to a third party without combining it into a digital asset, or otherwise using the Material in a way not exclusively licensed under Article 2(2).
4. Stubs-event Organizers shall not exercise or cause a third party that licenses the Content to Stubs-event Organizers to exercise the moral right of the author, moral right of the performer, portrait rights, publicity rights, or other moral rights with respect to the Content against us or a third party designated by us (including the holder of Digitama Stubs) in connection with Digitama Stubs, during or after the effective period of the rights with respect to the Content.
5. The Ticket Image will be created by one of the following methods:

(1) creation by the Stubs-event Organizer, itself, based on the Material, using a tool provided by us for the creation of Ticket Images; or
(2) creation by us based on the Material provided by the Stubs-event Organizer.

6. If the Ticket Image is created by the method specified in Article 2(5)(1), the Stubs-event Organizer shall provide the data of the Ticket Image to us by the method that we separately specify (including the file format and other methods of provision of the Material).
7. If the Ticket Image is created by the method specified in Article 2(5)(2), the Stubs-event Organizer shall be responsible and pay for selecting and providing the Material to us by the method that we separately specify (including the file format and other methods of provision of the Material). We shall edit and alter the Material received from Stubs-event Organizers to create the Ticket Image.
8. We shall present a sample of the Ticket Image to the Stubs-event Organizer without delay after the Ticket Image is created. We shall then combine an NFT issued on the Marketplace with the Ticket Image to create Digitama Stubs at a time we designate.
9. Stubs-event Organizers shall be responsible for and shall pay for conducting all rights management necessary with respect to any grant of rights, non-exercise of rights, and licensing of rights under this Article 2 and otherwise under these Terms of Service. This shall include but not be limited to paying any consideration related to grants of license to the performers, planners, operators and sponsors and the like of Events as well as any other related persons.

Article 3 (Contractual Relationship and Payment Agent Service for the Sale of Digitama Stubs)

1. The Stubs-event Organizer shall be able to sell Digitama Stubs to Purchasers.
2. Any agreement for the purchase and sale of Digitama Stubs shall be entered into by and between the Stubs-event Organizer and the Purchaser, and we shall not be a party to such agreements.
3. If Purchasers choose to purchase Digitama Stubs in a manner that is separately set forth by us, an agreement for the purchase and sale of Digitama Stubs shall be formed between the Purchaser and the Stubs-event Organizer when the parties agree upon the conditions of the transaction (including but not limited to the purchase price of Digitama Stubs; the same applies hereinafter).
4. If there is a chargeback (refers to where a credit card company cancels the approval for a payment due to unauthorized use of the card or other reasons) regarding the payment transaction for the payment of Digitama Stubs by a Purchaser through a credit card, we may return to the credit card company the amount credited by the credit card company, at our sole discretion, without any notice to the Stubs-event Organizer. If a chargeback occurs before the Stubs-event Organizer receives the payment price, we shall deduct the amount of the chargeback and any chargeback fees (if any) from the total payment price. If the chargeback occurs after Stubs-event Organizer receives the payment price, Stubs-event Organizer shall pay to us the amount of the chargeback and any chargeback fees (if any) by a date that we specify.

Article 4 (Cancellation)
Matters related to the interruption, postponement or cancellation of Events (including implementing refunds and any related administrative handling fees) shall be separately discussed and solved between the Stubs-event Organizer and us.

Article 5 (Use and Trading of Digitama Stubs by Purchasers)

1. Stubs-event Organizers shall grant to the Purchasers that purchase Digitama Stubs (“Holders”) a license to assign the Digitama Stubs to a third party, or to reproduce, display, or publicly broadcast Digitama Stubs, for any of the following purposes. Stubs-event Organizers shall not exercise or cause a third party that licenses the Content to Stubs-event Organizers to exercise the moral right of the author, moral right of the performer, portrait rights, publicity rights, or other moral rights with respect to the Content against Holders in connection with Digitama Stubs.
   (1) For the purpose of sharing the Ticket Image with third parties through a social media account, blog, website, or the like owned and managed by the Holder.
   (2) For the purpose of advertising or promoting Digitama Stubs.
   (3) For other purposes that are determined to be appropriate by us.
2. The provisions of Article 5(1) will remain in effect for as long as Holders hold the Digitama Stubs, even after the termination of the agreement between Stubs-event Organizers and us with respect to the use of the Service (for the purposes of these Terms of Service, “User Agreement”).

Article 6 (Rights Ownership and Profits Distribution)

1. Any copyrights (including rights provided for in Article 27 and Article 28 of the Copyright Act) and all other rights whatsoever with respect to a Ticket Image created by us pursuant to Article 2(7) and Digitama Stubs are (quasi-)co-owned by Stubs-event Organizers and us. For the avoidance of doubt, the rights with respect to the Material are reserved by Stubs-event Organizers or the third party that licenses the Material to Stubs-event Organizers.
2. The Ticket Image and Digitama Stubs shall be used in accordance with the provisions of these Terms of Service, and any matter not provided for herein shall be determined upon separate consultation.
3. We shall receive from Purchasers the following proceeds from transactions with respect to Digitama Stubs (including license fees arising from the licensing of rights held by Stubs-event Organizers and us with respect to the Ticket Image and Digitama Stubs), as commissioned by Stubs-event Organizers or Holders. Stubs-event Organizers shall grant to us the rights to receive the consideration set forth in subparagraph (1) below on their behalf. In accordance with this grant of rights, we shall receive the consideration set forth in subparagraph (1) below from Purchasers on behalf of Stubs-event Organizers. At the point where we receive payment for Digitama Stubs, any liabilities related to the payment of Digitama Stubs that Purchasers owe to Stubs-event Organizers shall no longer exist as a result of this payment. Stubs-event Organizers shall not be able to collect any payment for Digitama Stubs from Purchasers or any other third parties through any other manner or method.
   (1) Proceeds from our sale, assignment or other disposal of Digitama Stubs based on being commissioned to do so by the Stubs-event Organizer.
   (2) Sales/assignment commission received from the Holders that are assigning their rights, with respect to any sale of Digitama Stubs by Holders to a third party.
4. We shall pay to Stubs-event Organizers the balance of the proceeds received under Article 6(3) after deducting the NFT minting costs that we specify separately, the costs associated with creating the Ticket Image, and the advertising and promotion costs of Digitama Stubs (“Deductible Costs”) and the commission fee that we specify separately (“Commission Fee”) to an account that the Stubs-event Organizer designates (bank account or PayPal) by a date that we separately set forth. However, if the payment date falls on a day the bank is not open, the payment date shall be the day before such date. Generally, we do not provide advance payments.
5. Any sale or assignment commission received under Article 6(3)(2) shall be paid by us in a manner that we set forth separately.
6. The Commission Fee shall include the compensation for all work commissioned by the Stubs-event Organizer to us based on these Terms of Service. The payment to Stubs-event Organizers that is set forth in Article 6(5) shall include the consideration of any transfer of rights, grant of licenses and non-exercise of any rights based on these Terms of Service. Stubs-event Organizers agree in advance that they do not have any rights to request payments as consideration for any matters related to these Terms of Service other than the deductions or payments set forth in this Article 6(5) other than consumption taxes (if any).

Article 7 (Representations and Warranties; Maintenance of Rights related to Digitama Stubs)

1. Stubs-event Organizers represent and warrant to us that the following matters are true and accurate:
   (1) that Stubs-event Organizer is a company duly incorporated and validly existing under the applicable laws and ordinances (if Stubs-event Organizer is a company) and has the necessary authority and capacity to implement all of the provisions of these Terms of Service.
   (2) that Stubs-event Organizer lawfully holds, or has been granted a license from the lawful holder, the copyright, moral right of the author, portrait rights, publicity rights, and all other rights whatsoever with respect to the Material in the Territory during the effective period of the rights with respect to the Material, and the use of the Material under these Terms of Service does not violate the rights of any third party or breach any contract with a third party; and
   (3) that Stubs-event Organizer lawfully holds or has been granted a license from the lawful holder, any copyrights, moral rights of the author, portrait rights, publicity rights, trademark rights and all other rights whatsoever with respect to images, videos, music, and all other content or material as well as event logos and titles (“Content Materials”) used in any special promotions offered to Holders in connection with the sale or assignment of Digitama Stubs.
2. If any third party asserts rights or otherwise makes a complaint with respect to the Material, the Ticket Image, or Digitama Stubs, Stubs-event Organizer shall resolve such issues at its own responsibility and cost and shall compensate us for any and all damage that we incur (including reasonable attorneys’ fees). The same applies if any third party asserts rights or otherwise makes a complaint with respect to the content or material in a special promotion.
3. If a contract or other agreement between Stubs-event Organizers and a copyright holder, performer, holder of portrait rights, or other party with an interest in rights management under Article 2(9) or Article 7(1)(3) (including, without limitation, a talent affiliated with the Stubs-event Organizer, an artist, or an athlete) that includes provisions with respect to rights management is terminated, expires, or is assumed by a third party, or a similar event occurs (including, without limitation, the transfer, resignation, or retirement of an affiliated talent, artist or athlete), Stubs-event Organizers shall promptly report to us and be responsible and pay for measures to ensure that the trading of Digitama Stubs is not impeded.
4. If Stubs-event Organizer discovers that a third party has infringed, or is likely to infringe, the copyright, portrait rights, publicity rights or other intellectual property rights with respect to the Material, it shall promptly report to us and be responsible and pay for measures to remove or prevent such infringement.

Article 8 (Notice of Postponement or Cancellation of Events)
Notwithstanding the provisions of Article 4, if an event is postponed or cancelled, Stubs-event Organizers shall notify us of the postponement or cancellation at least two (2) business days in advance of the scheduled date (for a multi-day event, the first day of that event). Stubs-event Organizers shall compensate us for any damages that we incur as a result of Stubs-event Organizer’s failure to give notice under this Article (including, but not limited to, blockchain network transaction fees and other costs associated with the creation of Digitama Stubs).

Article 9 (Post-Termination Measures related to Digitama Stubs)

1. Any license grant of the Material by Stubs-event Organizers pursuant to the provisions of these Terms of Service and any license grants and agreements to not exercise any rights with respect to the Ticket Image and Digitama Stubs by Stubs-event Organizers and us pursuant to the provisions of these Terms of Service will remain valid even if the User Agreement is terminated (for any reason; the same applies hereinafter). Holders may assign or otherwise dispose of those rights to another person, in which case Stubs-event Organizers shall not raise any objection.
2. If any Digitama Stubs have not been sold, assigned or otherwise disposed of to Holders at the time of termination of the User Agreement, Stubs-event Organizers shall promptly consult with us regarding the sale of those Digitama Stubs.
3. We shall receive the proceeds from any transaction of Digitama Stubs sold or assigned pursuant to the provisions of Article 9(1), or whose sale, assignment, or other disposition is determined through separate consultation between Stubs-event Organizers and us pursuant to Article 9(2), and pay those proceeds to Stubs-event Organizers, upon deducting the Commission Fee, in accordance with the provisions of these Terms of Service.

Article 10 (No Warranties; Compensation of Damages)

1. In addition to the provisions of the Basic Terms of Service, we offer no express or implied warranties whatsoever regarding the continued availability of the Service.
2. In addition to the provisions of the Basic Terms of Service, we are in no way liable for any damage that occurs due to a malfunction of the systems used by the Service (including, but not limited to, the blockchain system and platforms) or a related accident, unless otherwise specified in these Terms of Service.
3. Our liability for any damages that Stubs-event Organizers may incur in connection with the Service is limited to ordinary, direct and actual damages that Stubs-event Organizers actually incur, and we are in no way obligated to compensate Stubs-event Organizers for any special damages, lost profits, indirect damages, or attorneys’ fees. Notwithstanding the provisions of the Basic Terms of Service, if we bear any damages in connection with the use of the Service, the amount of damages we shall be held liable for shall be limited to the total amount of consideration for the Service that we have received from Stubs-event Organizer in connection with the circumstances that caused the damages.
4. If the Consumer Contract Act of Japan applies to the relationship between Stubs-event Organizer and us, the limitation of damages under Article 10(3) only applies if our actions are deemed to be slight negligence. If Stubs-event Organizer incurs damages due to our willful misconduct or gross negligence, the Basic Terms of Service shall apply irrespective of Article 10(3).
5. We are not obligated to, under any circumstances, except as expressly provided for in these Terms of Service: analyze, disclose, or report any matters related to the system information, or technical information; or issue any public apologies, explanations or the like on social media or any other medium; or have any other non-monetary obligations whatsoever to Stubs-event Organizer.

Article 11 (Survival)
The provisions of Article 2(4), Article 5, Article 6(1), Article 7(2) through 7(4), Article 8, Article 9, Article 10 and this Article 11 and any other provision, which by its nature would reasonably be construed to survive, shall survive the termination of these Terms of Service.

[Established and enforceable as of October 31, 2022]