The NFT Records Terms and Conditions

Welcome to "The NFT Records". KLEIO Inc. ("KLEIO") provides website features and other products and services related to NFT and music to you . By using the website "The NFT Records", you agree, on behalf of yourself and all members of your household and others who use any Service under your account, to the following conditions.

Please read these conditions carefully.

1. Definitions
“Service” shall mean "The NFT Records", this CtoC platform where you can purchase and sell music, video, images and other digital items of artists, as well as digital items of music, videos, images and others owned by Users.
“Product” shall mean digital items sold or traded on this Service.
“User” shall mean the individual or the representative of an organization using this Service.
“Seller” shall mean Users who list their products through this Service.
“Buyer” shall mean Users who purchase products through this Service.
“Commodity price” shall mean the price of the item that the Seller registers when listing the item in this Service
“Private use” shall mean one of the methods of using copyrighted works under Japanese copyright law, and means using it personally, at home, or within a limited range (Copyright Law, Article 30, Paragraph 1 Pillar).

2. Applications
(1) This agreement shall apply to all relationships related to the use of this Service between the User and our Company.
(2) We may make various provisions (hereinafter referred to as "individual provisions") in addition to this agreement such as rules for use. These individual provisions shall form part of this agreement regardless of their names.
(3) If the provisions of this agreement contradict the provisions of the individual provisions in the preceding paragraph, the provisions of the individual provisions shall prevail unless otherwise specified in the individual provisions.

3. Agreements
(1) The User must agree to this agreement before using this Service.
(2) All transactions, listings, purchases, etc. between Users are at the User's own risk. We are to provide a place and opportunity to purchase and sell digital items between Users on the CtoC marketplace, except when we make a primary sale, and regarding sales contracts, listings, purchase guarantees, etc. between users. , all parties are at their own risk and are not entrusted with purchasing or selling. Unless otherwise specified in this agreement, we will not be involved in the execution of transactions such as cancellation, returns, refunds, guarantees, etc. of the sales contract.
(3) When the User starts using this service via a web browser, the User is deemed to have agreed to this agreement. A Contract (hereinafter referred to as "Usage Contract") will be established between the user and us in accordance with the provisions of this agreement by starting usage of the Service.
(4) User under 20 must use this Service after obtaining the consent of the guardian or legal representative. In addition, if a User who was under 20 at the time of agreeing to this agreement reaches age 20 and wishes to continue using this Service, he / she is deemed to have confirmed all legal acts and usage acts related to this Service while the user was under 20.
(5) The User, who pretended to possess consent of a guardian or legal representative, to be over 20, or have used fraud to act as over-20, shall not be evasive from any legal act related to this Service.

4. Account Management
(1) An account for this Service is automatically created when the User starts using this Service via a web browser. The User shall manage the account at his / her own risk, and shall not allow a third party to use it, or lend, transfer, change the name, buy or sell, etc.
(2) The User may be required to register specified information (hereinafter referred to as "Account Registration") when starting to use this Service. We are not responsible for any troubles caused by incompleteness or mistakes in the contents registered by the User.
(3) The account of this Service cannot be transferred, lent or inherited to a third party. The User must manage the user ID, password, registration information and other registered information when using this Service at his / her own risk so that they will not be used illegally by a third party. The User shall be solely liable for any liability arising out of improper disclosure of user ID, password, registration information and other contents to a third party and the resulting use of the third party.
(4) We understand that the use of the Service is by the person identified by the account, and the result caused by the use and all the responsibilities associated therewith will be identified by the account.
(5) Shall the User notice the account has been stolen or used by a third party, the User shall immediately notify us and follow our instructions.
(6) In case unauthorized use of the account causes damage to the Company or a third party, the User shall fully compensate the Company and the third party for the damage.

5. Gas fee
A transaction fee specified separately will be incurred to use this Service. The User shall bear if an Ethereum network fee (not limited to but including) is incurred in connection with the use of this Service. The Buyer shall bear the network fee (hereinafter referred to as “GAS fee”) for the purchase. We shall not be liable for the price increase, delay of transaction or transaction failure of GAS fee itself.

6. Listing
(1) The Seller can cancel the listing until the sales contract specified in Article 7, Paragraph 2 is concluded. The Seller shall not be able to cancel the sales contract after it is concluded and shall not claim invalidity or cancellation of the transaction for any reason except as provided by law.
(2) The Seller must not list fraudulent Products on this Service.
(3) If the Seller makes a listing that violates this agreement, or if it is determined that the Seller has made a listing that he / she does not intend to conclude a sales contract, or otherwise made any inappropriate listing, we may suspend, cancel or invalidate the listing without notifying the Seller in advance without being liable for the damage.
(4) Limits may be set at our discretion regarding the Product price (including, but not limited to, the total price of the Product listed by one Seller) and the number of listings. We are not liable for any damage the limit might cause.

7. Purchase
(1) The Buyer shall purchase the Product at the Product price specified by the Seller on this Service. The Buyer shall not be able to cancel or claim cancellation of the sales contract after it has been concluded, and unless otherwise required by law, the transaction concluded for any reason shall be invalid.
(2) A sales contract shall be concluded when the Buyer clicks the “Purchase” icon for the Product listed on this Service.
(3) Limits may be set at our discretion regarding the Purchase price (including, but not limited to, the maximum total price of Products that can be purchased per day by one Buyer) and the number of purchases. We are not liable for any damage the limit might cause.

8. Payment
(1) The Seller shall receive the Product price from the Buyer through method specified separately (our system, external payment service, etc.).
(2) When the sales contract is concluded, the Buyer shall pay the Product price by the method specified separately.
3. If the Seller is reasonably determined that the Seller has fulfilled the obligations based on the transfer of Products and other sales contracts, the Seller shall pay a specified transaction fee by a method specified separately. The transaction fee for payment of the Product price to the Seller shall be determined by the Company and shall be borne by the Seller.

9. Receipt of Product price
We will not compensate the Product price even if the payment of the Product price by the Buyer’s credit card or other means is invalidated or canceled (chargeback) due to unauthorized use of such means.

10. Scope of Product usage
Regardless the Product is our primarily sold or listed by the Seller, the Buyer shall be able to use digital items within the following range.
(1) Downloading and viewing digital items within the scope of private use
(2) Post a link on a social networking service (method shall be specified)
(3) Viewing and browsing Products with compatible apps or web services provided by third parties approved by the Company.
The "Master Right" and "Copyright" of the music are owned by the original right holder, and unauthorized distribution, sale, and public transmission of the purchased Product is prohibited. In case violation is found, it shall be subject to legal action including discussion on damage.

11. Provision, cancellation, and termination of Service
(1) The User shall prepare the equipment, communication environment, etc. necessary for using this Service at the User’s own expense and responsibility.
(2) The contents of Service shall be changed partially or entirely or shall be terminated without notifying the User in advance. We are not responsible for any damage caused to the User by the change nor termination.

12. Service of other companies
In order to use the Service, it is necessary to use storage function and smart contract system of designated digital assets and cryptocurrencies and other services, which are provided by businesses other than our Company. We are not responsible for any of the services provided by businesses other than our Company.

13. Prohibited Acts
The User must not do the following acts when using the Service.
(1) Acts that violate or may violate laws and regulations or public order and morals.
(2) Listing or purchasing without the intention of truly concluding a sales contract.
(3) Acts that infringe the copyrights, trademark rights, patent rights, and other intellectual property rights of the Company or third parties (including other Users), and other rights.
(4) Acts that destroy or interfere with the functions of our server or network system of our Company or a third party.
(5) Acts that may interfere with the operation of our Services.
(6) Unauthorized access, use of a third-party account, or attempts of either act.
(7) Unauthorized acquisition and use of points.
(8) Acts that cause disadvantage, damage, or discomfort to other Users of the Service or other third parties.
(9) Impersonating another User.
(10) The act of collecting or accumulating personal information of other Users.
(11) Advertising, advertising, solicitation, sales, and other commercial activities.
(12) Acts aimed at dating.
(13) Acts of directly or indirectly benefiting or cooperating with anti-social forces.
(14) Acts that violate the credit card membership agreement.
(15) Acts that the Company reasonably determines to be for the purpose of monetizing credit card shopping quotas.
(16) Other acts of using the Service for a purpose different from the intended purpose of use of this Service.
(17) Acts of using this Service with multiple accounts for the purpose of performing prohibited acts of this article.
(18) Other acts that the Company reasonably determines to be inappropriate.

14. Rep and Warranty
The User shall express and guarantee the following items (it shall be regarded as a violation of this agreement itself in case of violation).
(1) You are not, and will not be, a member of any organized crime group, a member of any company related with organized crime groups, a corporate extortionist, or in a position equivalent to such “anti-social forces”.
(2) When oneself owns a corporation or other organization, its officers (employees, directors, executive officers, or equivalent persons who execute business) are not, and will not be, a part of anti-social forces.
(3) Shall not allow anti-social forces use User’s name and account to use the Service and conclude any contract in the Service.
(4) With respect to this contract, either by yourself or by using a third party, shall not:
(a) use threatening behavior or violence against the Company.
(b) interfere with our business or damage our credibility by using counterfeiting or power.
(5) Shall not accept capital, funds, etc. from anti-social forces, regardless of their name.
(6) Shall not provide capital, funds, etc. to anti-social forces, regardless of their name.
(7) Shall not have anti-social forces be involved in your management.
(8) Shall not perform any other acts in accordance with the preceding items.

15. Suspension of Service
(1) The Company shall be able to suspend the provision of all or part of the Service without notifying the User in advance if it is reasonably determined that there is any of the following reasons.
(a) When performing maintenance, inspection or updating of the system related to the Service.
(b) When it becomes difficult to provide this Service due to force majeure such as earthquake, lightning strike, fire, plague, power outage or natural disaster but not limited to the foresaid.
(c) When the provision of all or part of the Services of other companies is suspended or interrupted, etc.
(d) When the system, etc. or communication line, etc. related to the Service is stopped due to an accident or other reasons.
(e) When we reasonably judge that it is difficult to provide the Service.
(2) The Company shall not be liable for any disadvantage or damage suffered by the User or a third party due to the suspension or interruption of the provision of this service.

16. Usage restrictions and deregistration
(1) If the User falls under any of the following, we will restrict the use of all or part of the Service by the User or the User's account without notifying the User in advance. We may take measures such as suspension or deletion of the account itself that we reasonably deem necessary and appropriate.
(a) If the User violates any of the provisions of this agreement.
(b) When there is a default of financial obligations such as transaction fees
(c) If there is no response to the contact from our Company for a certain period of time
(d) If this Service has not been used by the User for a certain period of time
(e) If the User violates the statements or commitments of Article 13
(f) When we reasonably judge that the use of the Service is not appropriate
(2) In case the User has caused any damages directly or indirectly to the Company due to the use of this service (including the case where the Company receives a complaint from a third party due to such use), the User shall compensate any costs including legal fees but not limited to the foresaid based on the Company’s claim.

17 Scope of Guarantee
We do not guarantee either explicitly or implicitly that the Service is free from any defects (including security-related defects, errors and bugs, infringement of rights, etc.) as well as safety, reliability, accuracy, completeness, effectiveness nor its suitability for any particular purpose.

18. Waiver
(1) We shall not take any responsibility for any damage caused to the User due to the Service. However, if the contract is reasonably judged as a consumer contract stipulated in the Consumer Contract Law, the Waiver clause shall not be applied and we shall be liable for damages incurred by the User regarding the use of this Service, except when it is reasonably judged that we are not responsible of the cause.
(2) Even in the case specified in the proviso of the preceding paragraph, we shall not be responsible for any damages to the User due to default or illegal acts due to the Company's negligence (excluding gross negligence), including cases foreseen by the User or the Company. Total compensation for damages caused to the User due to default or illegal acts due to our negligence (excluding gross negligence) shall not exceed the sales contract of that applicable month between the Seller and the Buyer who caused the damage.
(3) We shall not be liable for any damages caused by changes, interruptions, or terminations of the Service unless there is an attributable reason.
(4) We shall not take any responsibility for the User's usage environment of the Service.
(5) We shall not guarantee that this Service fits the specific purpose of the User, has the expected function, commercial value, accuracy and usefulness, and the law or industry to which the User's use of this Service applies to. We do not guarantee that the internal rules of the User’s organization will be complied with. When a content provider displays its own service content, etc. on this Service, the User shall inquire of the content provider about the content displayed. We do not guarantee the contents displayed by the business operator and we shall not take any responsibility of the foresaid.
(6) We shall not guarantee that this Service is compatible with all information terminals, and the User acknowledges the possibility of issues occurring in the operation of this Service due to the version upgrade of the OS of the information terminal used for using this Service. We do not guarantee that the problem will be resolved by our program modification at such cases.
(7) The User acknowledges that the use of part or all of this Service may be restricted due to changes in the terms of use and operation policy of service stores such as the App Store and Google Play.
(8) We shall not be liable for any direct or indirect damages to the User by using this Service.
(9) Unless reasonably determined, we shall not be liable for any lost opportunities, business interruptions and any other damages (including indirect damages and lost profits) that occur to Users and other third parties informed in advance.
(10) We do not guarantee the existence period of the Product itself or that the Product itself is or will not be defective.
(11) We shall not be liable for any dispute or trouble between the User and other Users or other third parties. We shall not be liable in disputes between a User and another User, or another third party. Both parties shall be fully responsible for resolution in such case.
(12) In the event of dispute with a third party in connection with the use of this Service, the User shall be fully responsible of damages of the third party. We shall not compensate for the damage or resolve such dispute, and in such circumstances the User shall not cause any inconvenience or damage to the Company.
(13) If we are claimed for damages, etc. from a third party due to the User's actions, it shall be resolved at the User's expense and responsibility. Compensation paid to the third party by our Company on behalf of the User shall be fully compensated by the User including attorney's fees and lost profits.
(14) We shall not guarantee or take responsibility for the copyright belongings set or displayed on the Product itself, whether the files related to the Product can be downloaded, whether the Product can be resold, etc.

19. Modifications
(1) We may modify the Terms and Conditions and individual provisions within the scope of the purpose of this Service if we reasonably deem it necessary. We shall post notification as well as the modified Terms and Conditions with its effective date on this website before the effective date, or by other methods that we consider appropriate and reasonable.
(2) The revised Terms and Conditions and individual provisions shall become effective from the date informed in the notification.

20. Handling of personal information
Personal information and User information shall be handled appropriately in accordance with the "Privacy Policy" separately established.

21 Notifications
(1) Notification or communication between the User and the Company shall be made by the method specified by the Company.
(2) We consider that the currently registered contact is valid and notifies or contacts the contact unless the User notifies the change according to the method specified separately.
(3) Even if the notification from our Company is delayed or non-delivered due to the failure of User’s notification in the preceding paragraph, they will be deemed to have arrived at the User when it should normally arrive.

22. Prohibition of rights transfer
(1) The User shall not assign all or part of the status under this agreement and the rights or obligations based on this agreement to a third party without the prior written consent of the Company.
(2) We may transfer all or part of the Service to a third party at our discretion, in which case all User’s rights related to the Service, including the User's account shall be transferred to the transferee.

23. Contacts
Users' inquiries regarding the Service shall be made by sending inquiry form set up on the website, or by a method specified separately.

24. Intellectual Property Rights
(1) The intellectual property rights of all content in the Service (including Terms and Conditions, announcements, articles, videos, audio, images, archives, information, materials, trademarks or logos) are owned and protected by us or a third party.
(2) It is strictly prohibited to use, modify, decompile, play, publish, distribute or publish the above applications and contents without the prior written consent of the Company or a third party licensor.

25. Governing law
(1) The validity, interpretation and performance of this agreement shall be governed by and construed in accordance with the Japanese law.
(2) For discussions, proceedings and all other disputes, the Tokyo Summary Court or the Tokyo District Court shall be the exclusive agreement jurisdictional court, depending on the amount of the complaint.

26. Others
(1) In case any problem occurs, the User shall contact us by submitting feedbacks to the Service.
(2) This agreement can be accessed by all Users of this Service. Please read through whenever you log in to the Service.
(3) The Japanese version of this document will govern our relationship - this translated version is provided for convenience only and will not be interpreted to modify the Japanese version.
(4) This agreement shall come into effect on June 1, 2021.