Terms of Service
These terms of service (hereinafter referred to as the “Terms and Conditions”) apply to the NFT sales and purchase platform, “QUESTRY” (including related services, hereinafter referred to as the “Marketplace”) operated and provided by Royalty Bank Co., Ltd. The following is a list of items to be complied with by purchasers (hereinafter referred to as the “Buyer”) of NFTs sold on the Marketplace (hereinafter referred to as “NFTs”) and the rights and obligations of the Company and the Buyer. Please be sure to read these Terms and Conditions in their entirety before agreeing.
Article 1: Purpose
The purpose of this Agreement is to set forth the rights and obligations between the Company and the Buyer with respect to the Terms and Conditions of purchase and grant of the NFTs that are intended to be used by the Buyer in the Marketplace.
Article 2: Definitions
The following terms used in this Agreement shall have the meanings set forth below:
- “Use Agreement” refers to the agreement between the Company and the Buyer pursuant to the provisions of Article 3.
- “Use Agreement, etc.” means the Use Agreement and the individual agreements.
- “Individual Agreement” refers to the sales contract concluded between the Company and the Buyer in accordance with the provisions of the “Terms and Conditions of Purchase and Sale”.
- “Company Website” refers to the website operated by Company whose domain is https://questry.io/ (if the domain or content of Company’s website changes for any reason, the modified versions are also included).
- “Wallet” or “Crypto-wallet” is the account used by the Buyer to manage NFTs.
- “ETH” means Ethereum, a crypto-asset.
- “Address” means an account (including, without limitation, a Wallet) for the management or storage of ETH and other crypto-assets.
Article 3: Application for Registration in the Marketplace
A Buyer who wishes to purchase NFTs on the Marketplace (hereinafter referred to as a “Prospective Customer”) agrees to comply with these Terms and Conditions, and submits information prescribed by the Company (hereinafter referred to as the “Registration Information”) to the Company in the manner prescribed by the Company, after agreeing to abide by the Terms and Conditions. In the event of any changes made to the Registration Information, the Prospective Customer shall be obligated to immediately follow the updated procedures. The Company shall not be liable for any loss or damage incurred by the Buyer due to falsehoods, errors, or omissions in the registration information.
The application for registration as stipulated in the preceding paragraph must be made by the person who actually purchases the NFTs, and in principle, application for registration by a proxy is not permitted.
A prospective registrant agrees in advance that their registration will be denied if the Company deems that the applicant falls under any of the following items.
- If there is any possibility of violation of these Terms and Conditions.
- If there are any false, erroneous, or omitted details found in the Registration Information.
- If your registration for the Marketplace has been revoked in the past.
- The applicant is a minor, an adult ward, a person under conservatorship, or a person under assistance, and has not obtained the consent of a legal representative, guardian, conservator, or assistant.
- If you are a member of a crime syndicate, etc. as defined in Article 18.
- When the Company determines that there is a high risk of money laundering, financing of terrorism and proliferation of weapons of mass destruction.
- Other cases in which the Company reasonably determines that registration is not appropriate.
If the Company approves the registration in accordance with the criteria in the preceding paragraph, the Company shall notify the prospective registrant to that effect. Upon receipt of such notice, the Prospective Customer will become a Buyer and a contract for the use of the Marketplace will be formed between the Company and the Prospective Customer in accordance with the provisions of these Terms and Conditions.
In the event of any change in the registration information, the Buyer shall notify us of such change, without delay, in accordance with the method prescribed by the Company and submit the requested materials. The Company shall not be liable for any damages incurred by the Buyer as a result of any falsehood, error, or omission in the registration information.
Article 4: Contents of Services in this Marketplace
Buyers may purchase NFTs in the Marketplace in accordance with the Terms and Conditions and in a manner prescribed by the Company until their registration is terminated. The Company shall only provide the service of granting NFTs to the Buyer by making certain records on the blockchain regarding the Buyer’s possession of NFTs.
Article 5: Management of Account Information
Buyers shall be responsible for their own ID and password for this Marketplace (“Account Information”), Wallet, and private key to access such information (“Wallet Information”). Unless otherwise stipulated, the Company may not use, lend, assign, change the name of, sell, trade, or pledge such information on the Marketplace to third parties.
The Company shall not be liable for any loss or damage arising out of or in connection with the use of the Account Information or Wallet Information (including, but not limited to, loss or loss of Account Information or Wallet Information), errors in use, attacks by third parties on computers, software, other equipment, communication lines or other communication environment under the Buyer’s control (including, but not limited to, malware, spyware, computer viruses, hacking, cracking, etc.).
In the event that a third party uses the Marketplace by logging in with the Account Information of the Buyer, the Company may treat the use of the Marketplace as if the Buyer themselves used the Account Information. Anything resulting from such use shall belong to the relevant Buyer, and the Company shall not be liable for any loss or damage incurred by the Buyer in connection therewith.
The Company shall not be liable for any loss of Account Information by the Buyer or any other reason beyond the Company’s control that renders the account unusable.
If the Buyer discovers that their Account Information or Wallet Information has been stolen or used by a third party, the Buyer must immediately notify the Company to that effect and follow the Company’s instructions.
Article 6: Formation of Individual Contracts and Granting of Products
In making an offer to purchase NFTs, the Buyer shall, at their own expense and responsibility, prepare and possess the following addresses relating to NFTs:
- Address for receiving NFTs
The address that the Buyer holds to receive NFTs from the Company, and which the Buyer has notified the Company of in a manner prescribed by the Company.
- Address for sending compensation
The address used by the Buyer to send ETH, the consideration for NFTs, to the address to which the consideration is to be paid, and which the Buyer has notified to the Company in the manner prescribed by the Company.
When applying to purchase an NFT, the Buyer shall notify the Company of the information specified by the Company regarding the NFTs that the Buyer wishes to purchase in the manner specified by the Company. If the Company accepts such application, a contract concerning the grant of such NFTs under these Terms and Conditions (hereinafter referred to as the “Individual Agreement”) shall be formed and concluded.
The Buyer shall, after the conclusion of the Individual Agreement, send to the Company the amount of ETH as the consideration for the NFTs by the method and date separately specified by the Company. Any costs incurred when sending such ETH shall be borne by the Buyer.
Upon receipt of the ETH specified in the preceding paragraph, the Company shall send it to the address for receiving the NFT purchased by the Buyer in accordance with the conditions prescribed by the Company.
The Buyer agrees that it may take a certain period of time after the application in Paragraph 1 before the NFT is granted in accordance with the preceding Paragraph, since it may take some time for the system to grant NFTs.
A Buyer who is a minor, an adult ward, a person under conservatorship, or a person under assistance shall obtain the consent of their legal representative, guardian, or assistant when applying for the purchase of an NFT.
Article 7: Burden of Security and Equipment, etc.
The Buyer shall use any equipment (including, but not limited to, computers, tablets, etc.) necessary for the use of the Marketplace. Buyers shall prepare and maintain all said equipment, means of communication, devices, etc. at their own expense and responsibility. All costs required for the use of the Marketplace shall be borne by the Buyer.
Buyers shall be responsible for the management of their own account information, address, and devices, and shall take security measures at their own expense and responsibility, including the prevention of computer viruses, unauthorized access, and information leaks. The Buyer shall be responsible for any damage caused by inadequate management, error in use, or use by third parties, and the Company shall not be liable for any damage caused by any of the above mentioned.
The Buyer must immediately notify the Company of any possibility of a third party using their account information, address, or equipment, and shall comply with the Company’s instructions, if any, thereafter. When the Buyer installs software or downloads data in connection with the use of the Marketplace, the Buyer shall take sufficient measures to prevent the loss or alteration of information held by the Buyer or the breakdown or damage of equipment, and the Company shall not be liable for any damage incurred by such events.
Article 8: Prohibited Acts
The Company prohibits Buyers from conducting the following acts on the Marketplace:
- Any act that violates these Terms and Conditions.
- Any act that unreasonably infringes or may infringe upon the Image or Privacy rights, reputation, credit, or any other rights or interests of the Company, other Buyers, or any third party (including any act that directly or indirectly causes such infringement).
- Any act that infringes or may infringe Intellectual Property rights, patents, Utility Model rights, Design rights, trademarks, copyrights, Image rights, or other proprietary or personal rights of the Company, the Company’s licensors, or any other third party.
- Acts that cause or may cause disadvantage or damage to the Company or third parties.
- Acts that violate laws, regulations, or ordinances.
- Acts that offend or may offend public order and morals, or provide information that may disturb public order and morals to other Buyers or third parties.
- Criminal acts, acts leading to or may lead to encouraging criminal acts.
- Providing information that is or may be factually incorrect.
- Unauthorized access to our system, falsification of program code or location information resulting from such access, intentional misrepresentation, cheating by using specifications of telecommunication devices or other applications, distribution of computer viruses, or any other act that interferes or may interfere with the normal operation of the Marketplace.
- Using a program that interacts with the Marketplace software and that has not been approved prior to use by the Company.
- Deciphering, decompiling, disassembling, or reverse engineering the software used in creating and maintaining the Marketplace or any NFT.
- Modifying the Marketplace or any NFT.
- Using data related to any NFT for purposes other than one’s own personal use outside of the blockchain (including duplicating said data outside of the blockchain, providing said data to a third party, etc., or creating a product based on said data, etc.).
- Use of macros, functions to automate operations, tools, etc.
- Any act that damages or threatens to damage the credibility of The Marketplace.
- Acts that may adversely affect the sound development of young individuals, their minds and bodies.
- Creating multiple accounts.
- Using the Marketplace by impersonating a third party through the use of another Buyer’s account or by any other means.
- Actions that lead or may lead to fraud or other crimes.
- Money laundering, financing terrorism or the proliferation of weapons of mass destruction, and other activities related to the proceeds of crime or suspected of such activities.
- Purchases of any NFT using crypto-assets that are associated with criminal proceeds.
- Any other actions that the Company deems inappropriate.
If the Company determines that a Buyer’s conduct falls under any of the items in Paragraph 1, Article 8, the Company may take any or all of the following actions without prior notice:
- Restrict use of the Marketplace.
- Delete account information due to termination of the contract of use, etc.
- Any other actions that the Company reasonably deems necessary.
Article 9: Suspension of this Marketplace, etc.
In any of the following cases, the Company may suspend or discontinue the use of the Marketplace, in whole or in part, without prior notice to the Buyer:
- In the event of periodic or emergency inspection or maintenance of the computer system pertaining to the Marketplace.
- In the event that systems related to the Marketplace (including computers, means of communication, communication lines, etc.) are stopped due to a failure or accident.
- In the event that this marketplace cannot be operated due to Force Majeure such as fire, power outage, war, riot, civil war, terrorist act, labor dispute, serious disease, epidemic, or other natural disasters.
- In the event of a problem in connection to the Marketplace regarding the handling of NFTs, such as a rise in the cost of GAS, transaction delays, etc.
- In any other cases where the Company reasonably determines that suspension or interruption is necessary.
The Company shall not be liable for any damages incurred by the Buyer based on actions taken by the Company pursuant to this Article.
Article 10: Disclaimer of Warranty and Disclaimer of Liability
The Company makes no warranty regarding the completeness, accuracy, or validity of the contents on this Marketplace or the NFTs. Furthermore, the Company does not guarantee that the Marketplace and any NFT will be free from attack by computer viruses or other malicious third parties or other failures.
The Company shall not be liable for any damages incurred by the Buyer in connection with the Marketplace in the event that the display or transmission speed, etc. of the NFTs and the amount of crypto-assets held by the Buyer on the Marketplace are affected due to a system failure of the Marketplace or a failure of the Buyer’s terminal.
The Company shall not be liable for any damages caused by any law, government ordinance, statute, regulation, rule, order, notice, guideline, or any other regulatory action (hereinafter referred to as “Laws and Regulations, etc.”) or taxation systems related to crypto-assets.
The Company shall not be liable for any retroactive compensation provided the Buyer incurs any damage due to future changes in Laws and Regulations, etc. associated with crypto-assets.
The type and amount of taxes and public dues imposed on Buyers in connection with the purchase of any NFT shall be the Buyer’s responsibility to confirm, and the Company shall not be liable for such taxes and public dues in any way.
The Company shall not be liable to compensate the Buyer for any loss incurred due to price fluctuations in crypto-assets.
Buyers shall use the Marketplace within the scope of the law. The Company shall not be liable for any infringement of Japanese or foreign Laws and Regulations, etc. by the Buyer in connection with the use of the Marketplace.
The Company shall not be liable for any loss or damage to the Buyer resulting from the theft of any NFTs or crypto-assets belonging to the Buyer due to unauthorized access or other unforeseen acts.
The Company shall not be liable for any failure of performance noted in this Agreement, in whole or in part, due to natural disasters, earthquakes, fire, strikes, stoppage of commerce, war, civil commotion, epidemic of infectious disease, or other Force Majeure.
In connection with the use of the Marketplace, if the Buyer has any trouble with a third party (whether inside or outside of the Marketplace), the Company shall not be liable for any loss or damage arising from such events. The Company shall not be liable for any trouble between the Buyer and a third party in connection with the use of the Marketplace, and the Buyer shall resolve any trouble between the Buyer and the third party at their own expense.
Article 11: Attribution of Rights
All copyrights, patents, Utility Model rights, trademarks, Design rights, and any other Intellectual Property rights related to all information provided by the Company on the Marketplace and any NFT, and the right to obtain registration of these rights, regardless of the method or form, shall belong to the Company or the licensors licensed by the Company, and shall not belong to the Buyer.
In the event that a Buyer violates the provisions of this Article and a problem arises, the Buyer shall resolve the problem at their own expense and responsibility, and shall take appropriate measures so as to avoid any disadvantage, burden or damage to the Company.
Article 12: Handling of Information
Article 13: Compensation
In the event that the Buyer causes damage to the Company or a third party in connection with the Use Agreement, etc., the Buyer shall be held liable (including special damages, lost profits, indirect damages and attorney’s fees).
If the Company receives any demand or other rights claim from a third party due to the Buyer’s act in relation to an NFT, the Buyer shall, at their own expense, promptly take the necessary measures to ensure that the Company is not directly subject to such claims.
Article 14: Indemnification for Damages
Notwithstanding any other provision of these Terms and Conditions except the following Paragraph, in the event that the Company causes damage to the Buyer for reasons attributable to the Company, the Company shall be liable to compensate the Buyer for such damage only to the extent specified in the following items:
- In the case of intentional or gross negligence on the part of the Company: the full amount of such damages.
- In the event of the Company’s slight negligence: the ordinary damages (excluding special damages, lost profits, indirect damages, and attorney’s fees) actually and directly incurred by the Buyer. The maximum amount of damages shall be equivalent to the amount when converted into Japanese Yen at the standard rate of ETH actually received from the Buyer, based on the Individual Agreement related to such damages.
Notwithstanding the preceding paragraph, if the Buyer is a corporation or an individual using the Marketplace as a business or for business, the Company shall not be liable for any damages incurred by such Buyer in connection with the Marketplace, unless such damages are caused by the Company’s willful misconduct or gross negligence. In the event that the Company compensates for damages, the maximum amount of compensation shall be the amount equivalent to the amount when converted into Japanese Yen at the standard rate of ETH actually received from the Buyer, based on the Individual Agreement related to such damages.
Article 15: Force Majeure
The Company shall not be liable for any loss or damage arising out of any event that the Company cannot prevent through its normal measures (including, but not limited to computer virus damage, hacking by third parties, power failure, server failure, line failure, fire, war, earthquake, flood, epidemic, trade stoppage, strike, riot, inability to secure supplies and transportation facilities, or intervention by government authorities). The Company shall not be liable to the Buyer by default for the duration of such event (including, but not limited to, the provision of the service in the event of a delay in the performance of obligations under the Use Agreement, etc.).
Article 16: Returns, etc.
Unless otherwise specified by the Company, the Buyer may not cancel the Use Agreement, etc. and demand a return of the ETH sent to the Company for any given NFT.
If the Company decides not to grant an NFT to a Buyer, the Company may, at its discretion, return to the Buyer the ETH already received by the Company. In this case, the Company may send the same amount of ETH as the amount received, return ETH to the Buyer in the form of money equivalent to the amount after converted into Japanese Yen at the base rate, or in NFTs that the Company deems to have an equivalent value.
In the event that the Buyer violates the Use Agreement, etc., the Company may, at its own discretion, remove the function of the NFTs granted by the Company to the Buyer under the Use Agreement, etc., and any other measures as the Company deems appropriate and reasonable. The Company shall not be liable for any loss or damage arising from such a case.
Article 17: Cancellation of Registration, etc.
In the event that a Buyer falls under any of the following items, the Company may, within reasonable limits and without prior notice or request, temporarily suspend the Buyer from using the Marketplace, cancel registration, or terminate the Usage Agreement, etc. with respect to the Buyer:
- In case of violation of any of the provisions of these Terms and Conditions.
- If the registration information is found to contain falsification.
- If usage or the attempt to use the Marketplace with intent to harm or in a manner that may cause damage to the Company, other Buyers, or other third parties.
- Interference with the operation of the Marketplace by any means or for any purpose.
- If payment is suspended or the applicant becomes insolvent, or a petition is filed for commencement of bankruptcy proceedings, civil rehabilitation proceedings, or any similar proceeding.
- If a bill or check drawn or accepted by the Company cannot be honored, or if the transaction of such bill or check is suspended by a clearing house or any other similar action.
- In the event of a petition for seizure, provisional seizure, provisional disposition, compulsory execution or auction.
- When a tax or public dues are outstanding.
- Death, or a trial for commencement of guardianship, conservatorship, or assistance.
- If the Marketplace has not been used for more than 6 months and responses to communication from the Company have not been made.
- If any of the items in Article 3, Paragraph 3 apply.
- In any other case where the Company deems it inappropriate for the registration of a Buyer to continue.
In the event any of the above in the preceding Paragraph occur, the Buyer shall lose the benefit of time with respect to all debts owed to the Company, and shall immediately make payment of any and all debts owed to the Company.
The Company shall not be liable for any damages incurred by the Buyer as a result of actions taken by the Company pursuant to this Article.
Individual Agreements that have already been formed at the time of termination of a Use Agreement shall remain in effect until all obligations under such Individual Agreement are fulfilled, unless such Individual Agreement is otherwise terminated, and shall be subject to these Terms and Conditions to the extent that they are in effect.
Article 18: Exclusion of Antisocial Forces
The Buyer or the User (in this Article, including Individual Agreements and other agreements entered into in connection with the Use Agreement) shall not be liable for any loss or damage arising out of or in connection with the use of the User’s personal information. The Buyer or any person who has acted as an intermediary in the conclusion of the Use Agreement (in this Article, including Individual Agreements and other contracts concluded in connection with the Use agreement) shall not be a gang member, in a crime syndicate, or a person who has not been so in less than 5 years, a quasi-gang member, a gang-related company, an extortionist, a special intelligent violent group, or any other persons equivalent thereto (hereinafter collectively “Bouryokudanin, etc.”) and does not fall under any of the following items, and guarantees that it will not fall under any of the following items in the future:
- Having a relationship in which it is deemed that a Bouryokudanin, etc. controls the management of the company.
- Having a relationship in which Bouryokudanin, etc. are deemed to be substantially involved in the management of the company.
- Having a relationship with Bouryokudanin, etc. that is deemed to involve unjustified use of Bouryokudanin etc., such as for the purpose of making unjust profits for oneself, one’s own company or a third party, or for the purpose of inflicting damage on a third party.
- Having a relationship that is recognized as being involved in providing funds or benefits, etc. to Bouryokudanin, etc.
- An officer or a person substantially involved in the management of the company has a socially reprehensible relationship with a Bouryokudanin, etc.
The Buyer shall ensure that it will not commit any of the following acts by themself or through the use of a third party:
- Violent demanding acts.
- Unreasonable demands beyond legal responsibility.
- Behave in a threatening manner or using violence in connection with a transaction.
- Acts of damaging another party’s credibility or obstructing another party’s business by spreading rumors, using deceptive means, using force, or any kind of defamation.
- Other acts similar to the preceding items.
The Buyer may terminate the Use Agreement without any notice to the other party, regardless of whether or not there are reasons attributable to the Buyer, if it is found that the other party is a Bouryokudanin, etc. or falls under any of the items of Paragraph 1, or commits any of the acts listed in the items of the preceding paragraph, or makes a false declaration regarding representations and warranties based on the provisions of Paragraph 1.
The Buyer acknowledges and agrees that if the Use Agreement is terminated pursuant to the preceding Paragraph, the Company shall not be liable to compensate the Buyer for any damages incurred by such termination.
Article 19: Confidentiality
The Buyer shall not disclose any confidential information related to the Company obtained in connection to the use of the Marketplace (including know-how concerning the Marketplace, information concerning the Company’s systems, matters concerning the NFTs and the Marketplace, and any and all technical or business confidential information) to any third party. The information above is securely and properly managed, and shall not be disclosed, provided, or leaked to any third party without prior written consent from the Company.
Upon instruction by the Company or upon termination of the Use Agreement, the Buyer shall promptly return or dispose of any and all confidential information in accordance with the Company’s instructions after restoring to its original state, and shall not use it thereafter.
Article 20: Prohibition of Transfer
The Buyer may not assign, transfer, pledge as security, or otherwise dispose of its position under the Use Agreement, etc. or its rights or obligations under these Terms and Conditions, in whole or in part, to any third party without prior written consent from the Company. In the event that a third party succeeds the Company related to the Marketplace due to a merger, corporate separation, business transfer, or any other reason, the Company may transfer the status under the Use Agreement, rights or obligations under these Terms and Conditions, and the Buyer’s registration information and other information to the successor of such business in connection with the succession. The Buyer agrees in advance to such transfer in this paragraph.
Article 21: Full Agreement
The Use Agreement constitutes the entire agreement and understanding between the parties to the Use Agreement with respect to the matters contained in the Use Agreement, and supersedes any prior agreements, representations and understandings, whether written or oral, between the parties with respect to the matters set forth in the Use Agreement.
Article 22: Severability
Even if any provision of these Terms and Conditions or part thereof is determined to be invalid or unenforceable, the Buyer shall not be liable for any remaining provisions of these Terms and Conditions other than the invalid or unenforceable provision or part thereof (hereinafter referred to as “Remaining Provisions”). The Remaining Provisions of these Terms and Conditions shall continue to be in full force and effect. The parties to the Use Agreement, etc. shall undertake the responsibility to modify the Remaining Provisions to the necessary extent to make them lawful and enforceable, and to ensure that the Remaining Provisions continue to have both legal and economic effect.
Article 23: Survival Provisions
Even if the Use Agreement is terminated due to cancellation or any other reason, the provisions of Article 3.5, Article 5, Article 8, Article 9, Article 10.3, Articles 11 through 15, Articles 18.3 through 18.4, Article 20, Article 21, Article 23 and Article 26 shall remain in effect after termination.
Article 24: Changes to this Agreement
The Company may modify these Terms and Conditions from time to time in accordance with Article 548-4 of the Civil Code, and if any of the following items applies after the Terms and Conditions have been modified, the Agreement shall be governed by the modified Terms and Conditions:
- The modification of these Terms and Conditions is compatible with the general interest of the Buyer.
- The modification of these Terms and Conditions is not contrary to the purpose for which the contract was made and is reasonable in light of the necessity of the modification, the reasonableness of the modified content and its contents, and other circumstances pertaining to the modification.
In the event that the Company amends these Terms and Conditions, the Company shall specify the effective date of the amended Terms and Conditions, notify the Buyer of the contents and effective date of the amended Terms and Conditions at least one week prior to the effective date, display the amended Terms and Conditions on the Marketplace service, or otherwise make them known to the Buyer in a manner prescribed by the Company.
Notwithstanding the provisions of the preceding two Paragraphs, in the event that a Buyer uses the Marketplace after the notification of changes to the Terms and Conditions in the preceding Paragraph, or in the event that the Buyer does not follow the procedures for cancellation within the period prescribed by the Company, the relevant Buyer shall be deemed to have agreed to the changes to the Terms and Conditions.
Article 25: Governing Law and Agreed Jurisdiction
The Terms and Conditions shall be governed by and interpreted in accordance with the laws of Japan, and any dispute arising out of or in connection with the Terms and Conditions shall be submitted to the exclusive jurisdiction of the Tokyo District Court as the Court of First Instance.
Article 26: Consultation
In the event that any matter is not stipulated in the Use Agreement or any question arises concerning the interpretation of any provision of the Use Agreement, the parties shall consult with each other and resolve the matter in accordance with the principle of good faith.
Established March 1, 2022