Terms of service

This english version of 利用規約 is made for reference. If there are any controversies between the Japanese version and this english version, provisions of the Japanese version shall prevail.

This Terms of Use (“TOU”) sets forth the conditions and obligations to be complied by a “Creator” of “Creators” who create derivative works of certain copyrighted works by using “Nijiso” service (including its updates, upgrades and successors, hereinafter, the “Service”) provided by Otaku Coin Association (the “OCA”). The TOU governs the rights and obligations between OCA and Creator. Creators shall read and understand this TOU thoroughly, before starting the use of this Service.

1.General

1. The TOU sets forth the terms of use of the Service. Any rules or other conditions OCA provides on the Service Website (URL: https://niji.so/, or on such other domains OCA designates under its sole discretion), shall constitute apart of this TOU.
2. Creators shall agree to this TOU before starting the use of the Service.
3. If the Creator is a minor (under 18 years of age), such Creator shall obtain valid and irrevocable permission from its legal guardian.
4. OCA may change any contents of the Service. If OCA changes any part of the TOU, it shall notify Creators of such change or post the change on Service Website. If Creator continues to use the Service after such notice of post, or does not invalidate its registration following designated procedures, Creator shall be deemed to have agreed to the renewed TOU.

2.About the Service

1. By using this Service, a Creator may generate NFT (Non-Fungible Token) using blockchain technology for License Grant (hereinafter defined) and authentication by original copyright holder to its creative works (which includes, but not limited to, information and software, and hereinafter, the “Work”). The Creator may sell the Work using third party NFT marketing service (hereinafter, “NFT Marketplace”).
2. License Grant shall mean the license terms of a Work generated by using the Service. The License Grant shall not mean any transfer of copyrights.

3. Registraion

OCA will issue each Creator with an individual account (the “Account”). Creator shall use the Service with own Account. OCA may set certain registration procedures (the “Account Registration”) for Creators, If there is any change to Creator’s Account information, Creator shall promptly take its procedures set forth by OCA. Any personal information of a Creator registered to its Account shall be treated as set forth in the Privacy Policy.

4.Fees

1. In order for a Creator to generate its Work data through the use of Service, Creator shall bear certain fees as such imposed on NFT creation using blockchain technology (commonly known as “Gas Price”), and handling fee by OC .
2. Creator shall bear its fee and Gas Price when using NFT Marketplaces and markets its Works.

5.Usage of the Service

1. Creator shall use the Service under its own responsibility, within the purpose and the scope of, and in accordance with this TOU.
2. Creator shall procure its own computer, smartphone, other devices, communication lines and other internet environment in order to use the Service under its own cost and responsibility.
3. Creator shall take such measures of security to prevent from infection of computer virus, or unauthorized access, divulging of information, etc.

6.Wallets

1. Creator shall prepare a crypto wallet for NFT storage (the “Wallet”) designated by OCA on its own computer.
2. The Work and other NFTs shall be stored and managed using the memory of the Creator's own device and the Service does not provide any Wallets. Delivery of Creator’s Work and NFTs shall be made by the time and procedure specified by OCA.

7.Management Private key and Password

1. Creator shall be responsible to manage and store its Wallet private key and password to use the Service (hereinafter, “Passwords”).
2. OCA shall not be responsible for any loss of Creator due to Creator’s inappropriate management, misuse, or use by third parties of Passwords.

8.IPR

1. Any and all copyrights, patent rights, trademark rights and other proprietary rights (hereinafter, “IPR”) related to the Service shall be the rights of OCA and its licensors.
2. Creator shall not use in any way of the information provided by OCA which may infringe OCA IPR such as duplication, alteration or public transmission without consent of OCA. Provided, however, the foregoing shall not apply to Creator’s personal use of of such information.

9.IPR with respect to Work

1. All IPR with respect to Work shall belong to the Creator who has created the Work, a legal entity who has obtained the Work from the Creator, if any, and the original author of the Work who has authorized such Work.
2. The Work generated may be sold to a third party using NFT Marketplace, however, such sale shall not constitute a transfer of its IPR.

10.Disclosure

1. “Confidential Information” under this TOU shall mean any technical marketing, business, financial, organization and other information provided by OCA to Creators in written, oral, electronic or in any other form, attributable or with respect to this TOU or the Service. Provided, the following information shall be excluded:
   1. Information which was already in public domain or has known at the time of disclosure or provided by OCA,
   2. Information which becomes known to public not due to Creator’s fault after the disclosure or the provision by OCA
   3. Information which has been obtained from a legitimate third party without obligation of confidentiality.
   4. Information which Creator has developed on its own without the use of Confidential Information.
2. Creator shall use Confidential Information only for the purpose of using the Service or for other purposes of which such information was disclosed for. Creator shall not disclose, provide or divulge Confidential Information to any other party without prior written consent from OCA. Notwithstanding the foregoings, Creator may disclose Confidential Information to the extent necessary if ordered, required or requested by law, court or other judicial authority, with prompt notice to OCA.
3. Creator shall, immediately upon request and instruction of OCA, return or destruct Confidential Information and its records, recorded media and all duplicates thereof.

11.Prohibition

1. Creator shall not take any of the following actions when using the Service. OCA may, without prior notice or demand, suspend or cancel the Service by a Creator who acts any of the following.
   1. To infringe (in direct or indirect manner) any IPR, portrait right, or privacy of OCA, other users of the Service (including the original authors of Works) or any other third party.
   2. To commit a crime or violate public order.
   3. To violate this TOU or related laws and regulations.
   4. To send computer viruses or other harmful computer programs.
   5. To alter information related to the use of this Service.
   6. To send a mass amount of data overloading the Service.
   7. To interfere with the operation of Service by OCA.
   8. Any other acts which OCA deems inappropriate.
2. If a Creator falls under any of the preceding section, such Creator shall forfeit its benefit of time and all payments owed by OCA shall be due and payalbe immediately.
3. OCA shall not be responsible for any loss on Creator due to OCA’s action under this section.
4. Creator may cancel its registration by giving notice to OCA following the designated procedure.

12.Suspention of Service

1. OCA may suspend or discontinue the use of the Service by all or some of Creators without prior notice in case of any of the following.
   1. When conducting a regular or urgent maintenance of a computer system concerning the Service.
   2. When a computer, communication line, etc. is disrupted due to accidents.
   3. When unable to operate the Service due to irresistible force.
   4. When OCA property has been stolen due to hacking or in any other way.
   5. When a defect occurs to the system necessary for providing the Service
   6. When conducting an investigation for inappropriate use of Account(s).
   7. When OCA deems necessary to investigate due to laws or its rules.
   8. When OCA deems, or has a reasonable doubt, that a Creator’s Account relates to proceeds of crime.
   9. When OCA concludes that it is impossible or difficult to continue providing the Service due to change of laws, social conditions, and etc.
   10. When OCA determines that it needs to suspend or discontinue the Service for any other reason.
2. OCA may discontinue all or part of the Service at its convenience. In such case, OCA shall notify the Creators in advance.
3. OCA shall not be held responsible in any way with respect to Creator’s loss or damage caused by OCA’s action pursuant to this article 12.

13.Disclaimers

1. OCA and its related parties (whether individual or corporate, which includes the original authors of Works, and together hereinafter, the “Related Parties”) do not warrant or do not be liable for (i) its storage and use of the Works or NFTs (including transactions of NFT among Creators), (ii) other related services, or (iii) the value, function, use or purpose of use of the Work, or (iv) the derived system programs applications including “smart contract”. Moreover, even if Creator obtains (whether directly or indirectly) any information regarding the Service or other Creators from a Related Party, such Party does not make any warranties outside the scope of this TOU.
2. Creator shall be responsible for investigating whether its use of the Service shall be legal under its jurisdiction and venue. Related Parties do not warrant that Creator’s use of this Service is legal under the laws and regulation attributable to such Creator.
3. Related Parties shall not be responsible for any transaction, communication or arguments arising among Creators or other third party, and be resolved and settled by Creator under its own responsibility and expense.
4. Related Parties shall not be held responsible to reimburse any loss of Creators due to suspension, termination, disabled or alteration of the Service, loss of data or damage on devices,
5. Related Parties do not make any warranties regarding websites and information shown on such websites linked from the Service Website.
6. Defects on OCA’s system or Creator’s device or browser, or Creator’s operation out of the range of this TOU may affect displaying NFTs or process speed of the Service. Related Parties shall not be responsible for any loss on Creators caused in the foregoing cases.
7. Related Parties shall not be held responsible for any delay or failure to perform on its system due to natural disaster, war, internal disturbance, riot, amendment or establishment of law, order or penalty by authorities, labor dispute, accidents on transportation or communication lines, inflation of materials or tariff, swing in foreinexchange rate or any other irresistible forces.
8. Related Parties shall not be liable for any loss of Creators due to any change or establishment of laws, order, legislation, regulations, ordinances, notice, guidelines etc. (the “Orders”) which relates to Work or NFT now or in future.
9. Related Parties shall be indemnified from Creators loss due to change of Orders or tax system regarding Work or NFT, even if such change in future becomes retroactively effective.
10. Related Parties shall not be liable for Creator’s loss due to change of price to its Work.

14.Compensation for Damage

1. Creator shall indemnify Related Parties for the loss due to or relate to Creator’s violation of TOU or the use of Service, and shall compensate any damages, including its attorney fees, borne on Related Parties.
2. Related Parties shall not be liable for any Creator’s loss due or related to the Service. If any terms regarding Related Parties’ indemnification set forth in this section shall be void due to consumer contracts law or any other reason, Related Parties’ total liability for damages imposed under this TOU shall not exceed 1,000,000 Japanese Yen for all the Creators in sum.

15.Anti-Social Forces

1. Creator declares and covenants that it does not fall under any of the following subsections now or in the future.
   1. Anti-social forces, a member or associate member of such anti-social forces, has not past 5 years not being such a member, anti-social related company, corporate rocketeer, anti-social intelligence group, and any other similar organization (hereinafter, “Anti-Social Forces”)
   2. relates to or owns Anti-Social Forces
   3. is deemed to manage Anti-Social Forces
   4. utilizes Anti-Forces for itself, its company, or to illicit profit or damage a third party
   5. make funds to or give convenience to Anti-Social Forces, or the like
   6. its directors or those who participate in the management has relationship with Anti-Social Forces which should be criticized socially.
2. Creator affirms that it does not, by itself or through a third party, conduct any of the followings
   1. Demand in a violent manner
   2. unreasonable claim beyond legal responsibility
   3. take threatening behavior or violate manner
   4. spread gossip, damage the trust or disturb the duties of the others by using power
   5. any other acts similar to the above.

16.Assignments

1. Creator shall not, without prior written consent of OCA, assign, transfer or set security to its rights and duties under this TOU to any third party,
2. OCA may, in case it transfers its business to a third party in any way, assign this TOU, its rights and obligations hereunder, and or transfer Creator’s information and other customer information to its assignees, whole or in part. Creators are deemed to have acknowledged and agreed to the foregoing.

17.Severability

If portions of the provisions under this TOU are declared unenforceable or invalidated under civil law, consumer contracts laws or any other applicable law, the validity of other portions or provisions of this TOU shall not be thereby affected, and OCA and Creator shall take reasonable efforts to amend such invalidated provision to be enforceable, and to secure the same degree of legal or economic effect.

18.Survival

Articles 6, 8, 10 14, 18, and 19 shall survive any termination of this TOU.

19.Jurisdiction

This TOU shall be governed and construed under Japanese Law, and the parties hereto submit to the exclusive jurisdiction of the Tokyo District Court of Japan in respect to all controversies arising from or in relation to this TOU.