Terms and Conditions for NFT Sales Services

These Terms and Conditions set forth the terms and conditions of use for NFT sales services (hereinafter referred to as the "Services") provided by CYBIRD Co., Ltd.　 (hereinafter referred to as the "Company"). Please read the contents of these Terms and Conditions carefully before using the Service. If you do not agree to the Terms and Conditions, you may not use this Services.

Article 1 (Purpose and Contents of the Service)
1. The purpose of the Terms and Conditions is to set forth the terms and conditions for use of the Service and the relationship of rights and obligations between us and users (as defined in Paragraph 1 of the following article).
2. This service is a service that sells, through websites provided by us (hereinafter referred to as the “website”) or a marketplace provided by a third party (hereinafter referred to as the “NFT Market place” and collectively referred to as the "Websites"), to our users NFT (non-fungible tokens issued on a blockchain using blockchain technology, or information required for the transfer of digital data or other information required for the transaction of such digital data on the Services, which is recorded on the blockchain in a manner prescribed by us, the same shall apply hereinafter. NFT sold on the Services shall hereinafter be referred to as the "the NFT").
3. In the event that we provide NFT free of charge for promotional purposes or other purposes with respect to the Services, this Terms and Conditions shall apply mutatis mutandis, and in such event, the provisions concerning the sales of the NFT shall apply mutatis mutandis.
4. Minors may use the Services with the consent of their parental authority or other legal representatives. Notwithstanding the fact that the Company has not obtained the consent of the person who has parental authority or the legal representative, the Company may not rescind any juristic act related to the Services if the Company uses the Services by falsely believing that the said person is a person with the capacity to act or otherwise uses fraudulent means.

Article 2 (Use of the Services)
1. Those who wish to use the Services (hereinafter referred to as the "Users") must connect their cryptographic asset-managed wallets, who have agreed to this Terms and Conditions and this Privacy Policy and have set up a wallet address (hereinafter referred to as the "Address for NFT Distribution") to receive the NFT in accordance with our prescribed manner, to the Websites. In addition, when We sells the NFT in NFT Marketplace, the rules and regulations stipulated by a third party who operates NFT Marketplace shall apply.
2. The User represents that he or she does not fall under any of the following items and warrants that he or she will not fall under any of the following items in the future. In the event the User falls under or is likely to fall under any of the following items, the Company may refuse to use the Services without prior notice or demand. Even if we refuse to use the Services, we shall not be obliged to disclose the reason.
(1) If the person or his/her executive (including employees, directors, executive officers or persons who are equivalent to the above) has been involved in any interaction or engagement with antisocial forces, such as those who have no more than 5 years since the time the person is no longer a member of a violence group, a violence group, a member of a violence group, a member of a violence group, an association with a violence group, a meeting house, a socioemotional and political activity markings, a special intelligent violence group, a right wing group, or other antisocial forces, and those who are equivalent to these. The same shall apply below.) or have been involved in the maintenance, operation or management of antisocial forces, etc. through funding or other acts.
(2) In the event that the membership registration has been refused or the account has been cancelled in the past for the Services or other services provided by us, or the contract or other agreement with us has been breached.
(3) In the event that use of the Services for illegal or unjust purposes or allowing the use of the Services is likely to undermine our social reputation
(4) other cases in which it is reasonably deemed inappropriate for us to have the Services used by the relevant user.

Article 3 (Use of Wallets)
1. To purchase the NFT using the Services, you must be responsible for providing a cryptographic asset-managed wallet for the Services.
2. When using the Service, the User shall manage all information (hereinafter referred to as "Wallet Information") to be used in connection with the use of the Service such as its own wallet, and take necessary measures to prevent unauthorized use by a third party. The User shall assume all responsibility for the acts performed by the User or a third party using its own Wallet Information.
3. We may deem acts performed using the Wallet Information, etc. to be acts performed by the user who is responsible for managing such Wallet Information, etc.

Article 4 (Purchasing of the NFT)
1. A sales contract for the NFT shall be concluded between us and the user (hereinafter, such user shall be referred to as the "Purchaser") when the user has determined, on the sales page of the NFT on the Websites, that the operation to purchase the NFT is to be determined.
2. We may impose certain limitations on the amount of the NFT to be purchased, the number of times that it can be purchased, and other matters relating to the purchase and sale of the NFT and the Purchaser shall comply therewith.
3. In the event that a sales contract for the NFT is concluded in accordance with the provisions of Paragraph 1, the Purchaser shall pay the price of the NFT to Us in accordance with the manner separately provided by Us. Note, however, that the Buyer shall bear the network fee (gas fee, etc.) for the block chain pertaining to the transfer of the NFT.
4. After confirming the payment set forth in the preceding paragraph, we shall send the NFT to NFT Distribution Address (hereinafter referred to as the "Delivery of the NFT") to the Purchaser in the manner prescribed by us, and the fulfillment of the sales contract by us and the Purchaser shall be completed.
5. The Purchaser may not, for any reason, cancel or cancel the Purchase Agreement after delivery of the NFT except as permitted by law, and we shall not accept any return or refund.
6. In the event that we determine that purchase of the NFT or payment of the price (hereinafter referred to as "Purchase, etc.") has been made through the use of Automatic Tools, use of system errors or bugs in the Services, or other wrongful means, we may suspend or restrict the use of all or part of the Services provided by us in connection with the Service or other the NFT, terminate the sales contract for the NFT, or otherwise take any other action deemed necessary by us to the Purchaser who made such Purchase, etc. We shall not be liable for any damage to the Purchaser caused by such measures except in the event of willful misconduct or gross negligence.

Article 5 (Charges and Expenses)
1. The charges for the NFT will be displayed on the Purchasing page of the NFT on the websites.
2. In the event any taxes or incidental expenses arise in connection with the purchase of the NFT and the use of the Services, the Purchaser shall bear these expenses.
3. The Purchaser shall bear the expenses for the purchase, installation, or maintenance of terminals necessary for the use of the Service and all communication expenses incurred in using the Service.

Article 6 (Secondary Use of the NFT)
Any person who currently holds the NFT (hereinafter referred to as the "NFT Holder") not reproduce, reprint, modify, or otherwise use the NFT for commercial purposes (hereinafter referred to as the "Secondary use") beyond the scope of private use. Provided, however, that in the event we specifies the conditions for Secondary use individually for each NFT, Secondary use may be performed within the scope of such conditions. In the event that NFT Holder wish to make secondary use of the NFT in excess of the terms separately set forth by us, NFT Holder must notify us accordingly and enter into a prescribed licensing agreement with us in a manner separately set forth by us.

Article 7 (Secondary Distribution of NFT)
1. NFT Holder may list and sell the NFT in NFT Marketplace provided by a third party (hereinafter referred to as the "Secondary Distribution").
2. If the NFT is distributed secondarily in NFT Marketplace and purchased by a third party, we may receive part of the purchase and sale amount of the NFT pertaining to such secondarily distributed based on the information recorded in tthe NFT or the rules stipulated by the third party providing NFT Marketplace.
3. NFT Holder shall use NFT Market Place for secondary distribution in accordance with the rules and regulations of the third party providing NFT Market Place at its own expense and responsibility. We shall not be responsible for any use of NFT Market Place except in the event of willful misconduct or gross negligence on our part.

Article 8 (intellectual property rights)
1. NFT Holder shall be entitled to retain, use or secondary distribution of the NFT in accordance with the provisions of this Terms and Conditions, subject to compliance with this Terms and Conditions.
2. The intellectual property rights (copyrights, patents, utility model rights, design rights, trademark rights, and other intellectual property rights (including the right to acquire those rights or to apply for the registration of those rights; the same shall apply hereinafter) pertaining to the creations pertaining to the NFT and the text, images, programs, and all other information (hereinafter collectively referred to as "our Contents") pertaining to the NFT belong to us or a third party who holds such rights. The conduct permitting us to use the Services and the delivery of the NFT shall not be construed as a transfer of these rights.
3. We, subject to the Terms and Conditions separately set forth for each NFT, grant to NFT Holder the right to use the Creations pertaining to the NFT to the extent required to hold, exploit or secondary distribute NFT in accordance with the provisions of this Terms and Conditions.
4. We shall be entitled to use (including, but not limited to, use, distribution, reproduction, modification, labeling, publishing, etc.), in any form or medium, the text, images, images, programs, data, and other information (hereinafter referred to as the "Owner-related content") submitted, transmitted, posted, or otherwise posted to a third party by NFT holder using the creative work pertaining to the NFT or the NFT for the purpose of advertising the NFT, Services or We, and to grant such use to a third party.
5. NFT holder shall grant the use of Owner-related content by us and the third party as set forth in the preceding paragraph free of charge, indefinitely and unconditionally, and shall not exercise any claims, including the moral rights of author, with regard to the proper use of Owner-related content by us and such third party.
6. The rights granted to us with respect to Owner-related content shall survive the termination of Services and Secondary distribution of the NFT by NFT holder.
7. NFT holder shall ensure that the use of Owner-related content by We under this Agreement does not infringe upon the intellectual property rights, privacy rights, portrait rights, or any other moral rights or personal interests of a third party.
8. NFT holder shall settle any complaints, lawsuits or other disputes arising from any third party concerning Owner-related content at its own expense and liability. We are not responsible for any such dispute. And we agrees to cooperate with NFT holder if we requests an investigation into the dispute.

Article 9 (Prohibited Matters)
1. Users shall not engage in any of the acts specified in the following items or any act that may be engaged in.
(1) Acts in violation of laws and regulations, public order and morals, or this Terms and Conditions
(2) Criminal acts or acts that lead to criminal acts, or acts to assist or promote such acts;
(3) Acts that infringe upon the intellectual property rights, rights of portrait, rights of privacy or other moral rights, rights of ownership or other proprietary rights of us or a third party
(4) The act of altering or damaging the Services or our Contents or of disassembling, decompiling or reverse engineering
(5) The act of obtaining or reprinting our Contents in an unlawful manner
(6) Any act which unfairly discriminates or slanders us or any third party or defames us or the Services.
(7) Any profit-oriented act performed without our approval
(8) Conduct that causes damage to us or a third party
(9) Act of interfering with the operation of the Services
(10) The act of a national, resident, resident or resident in a country or territory in which the purchase of the NFT is prohibited, restricted or otherwise regulated by law or ordinance, to purchase the NFT
(11) To exploit the NFT and the creations of the NFT in contravention of the rules, etc. established by third parties
(12) Exploiting the NFT and any creation relating to the NFT, including illegal, fraudulent, defamatory, defamatory, obscene, pornographic, profane, threatening, abusive, aggressive or offensive content
(13) The act of disclosing or divulging confidential information of us or a third party and exploiting the NFT and the creations pertaining to the NFT
(14) The exploitation of any creative work under the NFT without adding any new creativity
(15) Other acts that we consider inappropriate.
2. In the event the Company determines that a User has violated the preceding paragraph, the Company may suspend or restrict the use of the Services in whole or in part, or take other measures deemed necessary by the Company.
3. In the event that the User violates Paragraph 1, we shall be entitled to claim compensation from such User for all damages (including reasonable attorneys' fees) incurred by us as a result of such violation.

Article 10 (Modification, Suspension, Discontinuation and Termination of Services)
1. We may add new functions to the Services, change the content or name of the Services and make any changes to the Services if we deem it necessary.
2. We may suspend, suspend or terminate the provision of the Services in whole or in part in the event of any of the events stipulated in the following items:
(1) In the event that we maintain and inspect the computer system for the provision of the Services on a regular or urgent basis
(2) The operation of the Services has become impossible due to natural disasters such as earthquakes, tsunamis, typhoons, heavy rains, floods, fires, blackouts or other unexpected accidents, wars, disputes, riots, riots, disturbances, labor disputes, infectious diseases or other epidemics and force majeure such as social closure accompanying them.
(3) Failure to provide the Services due to defective computer systems for the provision of the Services, unauthorized access from a third party, infection with computer viruses, etc.
(4) In the event the Services are unable to be provided as a result of measures based on laws and regulations
(5) If we make it known to the reasonable extent in advance by e-mail or other means
(6) In other cases where we judge it to be unavoidable.
3. In the event of the suspension, suspension, or termination of the provision of the Services in whole or in part pursuant to the preceding paragraph, the Company shall notify the User to that effect, to the extent reasonable, by means such as posting the Services in advance on the Service or on the website separately designated by the Company. Provided, however, that this provision shall not apply in an emergency.

Article 11 (Exclusion of Anti-Social Forces)
1. Users shall represent that they do not fall within the category of anti-social forces, etc., and shall guarantee that they will not fall into such category in the future.
2. Users shall make a commitment to refrain from engaging itself or any third party in any of the acts set forth in the following items:
(1) Violent demands
(2) Unjust demands beyond legal liability
(3) Act of using intimidating words and deeds or using violence
(4) Disseminating rumors, using fraudulent means or force to damage our reputation, or obstruct our business operations
(5) Acts involving anti-social forces, etc., irrespective of method or manner
3. Users shall from time to time reasonably cooperate with our investigation of non-antisocial forces and submit such materials as requested by us on reasonable grounds.

Article 12 (Discharge)
1. We do not guarantee the integrity, certainty, validity, utility, newness, legality or fitness for the purpose of use and environment of the information provided by the Services. We shall not be liable for any damages resulting from the User's use or inability to use the Services or the information except in cases where we are willful or grossly negligent.
2. The Services are not intended to solicit or recommend investments in the NFT, and we do not warrant that the NFT will be of speculative or monetary value, that the value of the NFT will be maintained or increased and that the purchaser or NFT holder of the NFT will have certain rights or will be provided with certain services.
3. In the event that NFT Holder has listed and sold the NFT in its possession on NFT Marketplace, we shall not be liable and NFT Holder shall be liable for any contract between NFT Holder and the assignee hereto.
4. We assume no responsibility for any dispute between users or between users and third parties arising out of the use of the Services, except in the event of willful misconduct or gross negligence on our part.
5. We shall not be liable for any damages incurred by the user arising out of the actions of a third party, such as unauthorized access to the Services or invasion of computer viruses, except in cases where we are willful or grossly negligent.
6. We shall not be liable for any damages incurred by users arising from telecommunications carriers, telecommunications carriers or other carriers, except in cases where we are willful or grossly negligent.
7. We shall not be liable for any and all damages (including but not limited to damages resulting from loss of information) incurred by the user arising out of changes to the Services pursuant to Paragraph 1 of Article 10 or suspension, suspension or termination of all or part of the provision of the Services pursuant to Paragraph 2 of the same article, except in the event of willful misconduct or gross negligence on the part of us.

Article 13 (Liability for Damages)
The scope of our liability for damages to our users shall be ordinary damages directly and actually incurred by the users and shall not exceed the purchase price of the NFT received from such users. Provided, however, that this shall not apply in the event that we have committed a willful act or gross negligence.

Article 14 (Prohibition of Assignment of Rights and Obligations)
Except as permitted by us pursuant to the Terms and Conditions separately set forth by us, the user shall not assign, transfer, secure or otherwise dispose of all or part of the rights and obligations hereunder to any third party without our prior written approval.

Article 15 (Revision of the Terms and Conditions)
1. We may, if deemed necessary, amend this Terms and Conditions without the approval of the User, and the user shall approve it in advance. We are not liable for any disadvantage or damage to the User as a result of such change.
2. In the event of any amendment to this Terms and Conditions, the Company shall notify the user of the amendment, the contents of the amendment, and the time when the amendment takes effect by posting the amended on the website stipulated by the Company or at any other appropriate location. Provided, however, that in the event of any significant adverse impact on the Users or otherwise deemed necessary by us with respect to any changes to this Terms and Conditions, we will provide advance notice thereof to the user.
3. Users shall be deemed to have agreed to such changes by continuing to use the Services after such changes take effect.

Article 16 (Consultation in Good Faith)
We and the Users shall consult and resolve any doubts regarding this Terms and Conditions, matters not stipulated herein, and any other matters related to the Services in accordance with laws, regulations, and business practices and in the spirit of good faith.

Article 17 (Separability)
In the event any part of this Terms and Conditions are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the other provisions shall not be affected or impaired in any way.

Article 18 (Governing Law and Jurisdiction)
1. This Terms and Conditions shall be governed by and construed in accordance with the laws of Japan.
2. Any and all disputes arising out of or related to this Terms and Conditions shall be settled in the Tokyo District Court as the court of first instance with exclusive jurisdiction by agreement.

Established on July 2, 2023