G.U. Token Studio Terms of Service
These terms of service ("Terms") set forth the terms and conditions of use, compliance matters, and contractual relationship between G.U.Group Inc. ("Company") and users (as defined in Article 1) regarding the G.U. Token Studio service ("Service," as detailed in Article 1) or services provided through the Service. You may use the Service by reading these Terms in their entirety and agreeing to them.
Article 1 (Definitions)
(1) "User" means an individual or legal entity that agrees to these Terms and completes the registration procedures set forth in Article 2, Paragraph 1.
(2) "Service" means the service named "G.U. Token Studio" provided by the Company, which enables users to generate, manage, distribute, sell, etc. NFTs (including services after any name or content changes).
(3) "Company Website" means the website operated by the Company with the domain "https://www.tokenstudio.gu.net/" (including any website after domain or content changes).
(4) "User ID" means the user's email address required for login authentication to the Service.
(5) "Password" means the code set by the user required for login authentication to the Service.
(6) "Service Usage Agreement" means the agreement concluded between the user and the Company regarding the use of the Service under these Terms in accordance with Article 2.
(7) "End User" means individuals or legal entities to whom users distribute, sell, etc. NFTs using the Service.
(8) "G.U. Account" means the common authentication platform provided by the Company.
Article 2 (Service Registration)
1. Registration applicants may apply for service registration ("Registration") by agreeing to comply with these Terms and providing their User ID and other information designated by the Company ("Registration Information") through the Company's designated method. Registration applicants must have a G.U. Account for their User ID when applying for Registration. If registration applicants do not have a G.U. Account for their User ID, they agree that a G.U. Account will be automatically created upon conclusion of the Service Usage Agreement.
2. The Company will determine whether to approve registration applications based on the following paragraph and other Company criteria. If the Company approves registration, it will notify approval through the Company's designated method (if the Company's designated display appears on the Company Website and the Service becomes available, such notification is deemed given). Registration is completed upon such notification, and the Service Usage Agreement is concluded between the Company and the user.
3. The Company may refuse registration applications without any obligation to disclose reasons if it determines that registration applicants fall under any of the following:
(1) If the Company reasonably determines there is a risk of Terms violation
(2) If all or part of the Registration Information provided is false, erroneous, or incomplete
(3) If they have previously violated terms regarding the Service or other Company services, or have had registration cancelled, account terminated, or service use rejected by the Company
(4) If they reside outside Japan
(5) If they are minors, adults under guardianship, curatorship, or assistance, and have not completed procedures required for Service Usage Agreement conclusion, such as obtaining consent from legal representatives, guardians, curators, or assistants
(6) If the Company reasonably determines they are antisocial forces (as defined in Article 9, Paragraph 1) or fall under Article 9, Paragraph 1 items
(7) If the Company reasonably determines registration is inappropriate for other reasons
4. Registration applications under Paragraph 1 must be made by the actual Service user, and proxy applications are generally not permitted except as otherwise designated by the Company. Registration applicants must provide truthful, accurate, and current information to the Company.
5. Users represent and warrant the truthfulness of Registration Information and officer/employee information (as defined in Article 4, Paragraph 8; collectively "Registration Information, etc.") and must promptly notify the Company of any changes through the Company's designated method.
Article 3 (Usage Fees)
1. Premium members (users utilizing paid Service features) shall pay usage fees separately determined by the Company as consideration for Service use.
2. Premium members shall pay usage fees by the Company's designated payment methods (credit cards, etc.) by the Company's designated due dates. The Company will not provide refunds of received usage fees under any circumstances.
3. Notwithstanding the above paragraphs, users shall separately bear Company-designated fees incurred when generating, managing, distributing, selling, etc. NFTs using the Service. Users acknowledge that all or part of the Service may become paid or fees may change due to future service expansions.
Article 4 (Service Use)
1. Users may use the Service within the scope of these Terms' purposes and without violating these Terms, following the Company's designated methods, at their own responsibility.
2. The Company may change or discontinue all or part of the Service content without prior notice to users.
3. Users shall prepare and maintain computers, smartphones, and other equipment, communication lines, and other communication environments necessary to receive the Service at their own cost and responsibility. However, the Company does not guarantee that the Service and necessary software will operate normally in users' communication environments.
4. Users shall implement security measures at their own cost and responsibility to prevent computer virus infections, unauthorized access, information leaks, etc., according to their Service usage environment.
5. All ownership and intellectual property rights regarding the Company Website and Service belong to the Company or its licensors. Service usage licenses under these Terms do not constitute transfer or licensing of intellectual property rights regarding the Service, except as expressly stated in these Terms. Users shall not infringe or risk infringing the Company's or its licensors' intellectual property rights for any reason.
6. Users may need to use third-party services when using the Service. When using third-party services, users must comply with terms and conditions separately determined by such third parties. The Company assumes no responsibility for damages to users arising from their use of such services or disputes between users and third parties, except when the Company acts with intent or negligence.
7. Users may, at their own responsibility, allow their officers, employees, and other persons specially recognized by the Company (provided they have G.U. Accounts; collectively "Officers/Employees, etc.") to access the Service provided to such users by providing Company-designated information ("Officer/Employee Information") through the Company's designated method (however, the Company may refuse or restrict such access at its discretion at any time). In such cases, all acts of Officers/Employees, etc., including expressions of intent and notifications, are deemed acts of the user, and users shall ensure Officers/Employees, etc. comply with relevant Terms provisions and assume full responsibility for their acts.
8. When users distribute, sell, etc. NFTs to End Users using the Service ("End User Services"), they shall prepare and maintain end user terms, privacy policies, and other documents at their own responsibility and cost, handle inquiries, complaints, and disputes from End Users, and the Company assumes no responsibility for End User Services to users or End Users.
Article 5 (User ID and Password Management)
1. Users shall appropriately and strictly manage and store their User IDs and passwords at their own responsibility and shall not allow third parties to use them or lend, transfer, change names, buy/sell them.
2. The Company may deem login with the correct User ID and password combination as login by the registered user of that User ID and assumes no responsibility for disadvantages or damages suffered by users, except when the Company acts with intent or negligence.
3. Users bear responsibility for damages arising from inadequate User ID or password management, usage errors, third-party use, etc., and the Company assumes no responsibility except when acting with intent or negligence.
4. Users shall promptly notify the Company and follow its instructions when User IDs or passwords are forgotten, stolen, leaked, or used by third parties, or when such risks exist.
5. When users allow Officers/Employees, etc. to access the Service provided to such users, users agree in advance that the preceding paragraphs apply to authentication information including IDs and passwords used by Officers/Employees, etc. for Service login.
Article 6 (Prohibited Acts)
Users shall not engage in any of the following acts when using the Service:
(1) Acts that infringe intellectual property rights, portrait rights, privacy rights, honor, or other rights or interests of the Company, other Service users, End Users, or third parties (including acts directly or indirectly causing such infringement)
(2) Criminal acts or acts that predict, participate in, encourage them, or acts related to money laundering
(3) Acts violating domestic or foreign laws, these Terms, or related rules, or acts against public order and morals
(4) Acts of transmitting information containing computer viruses or other harmful computer programs
(5) Acts of falsifying Service usage information or intentionally spreading false information
(6) Acts of transmitting data exceeding certain Company-designated data capacity through the Service
(7) Acts of impersonating the Company or third parties, or making false registrations or notifications to the Company
(8) Acts of unauthorized access or attempts to access the Service, other Company services, or other users' networks
(9) Acts of allowing third parties to use the Service or lending, transferring, changing names, buying/selling, or otherwise disposing of it
(10) Acts of reproducing, copying, duplicating, modifying, altering, publicly transmitting, distributing, transferring, lending, or translating tangible or intangible components of the Company Website and Service without prior written consent from the Company
(11) Acts of reverse engineering, data compilation, disassembly, or other acts that interfere with Service servers or network systems
(12) Acts of illegally manipulating the Service using bots, cheat tools, or other technical means
(13) Acts of intentionally exploiting Service defects
(14) Acts of making unreasonable inquiries or demands to the Company, such as unnecessarily repeating similar questions
(15) Acts that may interfere with the Company's Service operation
(16) Acts that interfere with other users' Service use or enjoyment
(17) Acts of illegally collecting, disclosing, or providing personal information, registration information, Service usage history, etc. of other users or End Users
(18) Transmitting through the Service information that falls under or is deemed by the Company to fall under any of the following to the Company, other Service users, End Users, or other third parties:
・ Information containing excessively violent or cruel expressions
・ Information containing computer viruses or other harmful computer programs
・ Information containing expressions that damage the honor or credit of the Company, other Service users, End Users, or other third parties
・ Information containing obscene expressions
・ Information containing expressions that promote discrimination
・ Information containing expressions that encourage suicide or self-harm
・ Information containing expressions that encourage inappropriate drug use
・ Information containing antisocial expressions
・ Information requesting third-party information dissemination such as chain mail
・ Information containing expressions that cause discomfort to other Service users, End Users, or other third parties
(19) Other acts deemed inappropriate by the Company
Article 7 (Usage Restrictions and Registration Deletion)
1. Users may cancel their user registration by notifying the Company through the Company's designated method.
2. The Company may suspend all or part of users' Service use without prior notice or demand if users fall under any of the following:
(1) Violation of any Terms provision
(2) Discovery of false Registration Information, etc.
(3) Using or attempting to use the Service for purposes or methods that may cause damage to the Company, other users, End Users, or other third parties
(4) When the Company determines user Service use relates to or is suspected of relating to criminal proceeds
(5) Interfering with Company Service provision by any means
(6) When the Company reasonably determines it appropriate to suspend all or part of user Service use for other reasons
3. The Company may terminate all or part of Service Usage Agreements and/or delete user registrations without prior notice or demand if users fall under any of the following:
(1) Violating any Terms provision (excluding Article 6) and failing to remedy the violation within 14 days despite Company requests for remediation
(2) Violating Article 6 or falling under Article 7, Paragraph 2, Items 2-6
(3) Death
(4) Payment suspension, insolvency, or bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or similar procedure applications
(5) Dishonor of self-drawn or accepted bills or checks, or bill clearing house transaction suspension or similar measures
(6) Attachment, provisional attachment, provisional disposition, compulsory execution, or auction applications
(7) Tax delinquency disposition
(8) Not using the Service for 6 months from the month following last Service use and no response to Company contact for 30 days or more
(9) When the Company reasonably determines user Service use is inappropriate for other reasons
4. Users who fall under any of the preceding paragraph items naturally lose the benefit of time for all debts owed to the Company and must immediately perform all debt obligations to the Company.
5. The Company assumes no responsibility for damages to users arising from Company acts under this Article, except when the Company acts with intent or negligence.
Article 8 (Service Suspension, Interruption, Termination)
1. The Company may suspend or interrupt all or part of Service use by all or some users without prior notice if any of the following occur:
(1) Need for regular or emergency computer system inspection or maintenance related to the Service
(2) When the Company determines suspension or interruption necessary due to computer or communication line failures, malfunctions, excessive access concentration, unauthorized access, hacking, etc.
(3) When the Company determines suspension or interruption necessary due to force majeure
(4) When Company assets are stolen through hacking or other methods
(5) When abnormalities occur in systems necessary for Service provision
(6) When investigating improper Service use by users
(7) When the Company determines investigation necessary based on laws, regulations, or Company rules
(8) When the Company determines continued Service provision difficult due to significant blockchain transaction speed decreases, fee surges, etc.
(9) When the Company decides not to handle all or part of NFTs or related services due to hard forks, other blockchain splits, or NFT specification changes
(10) When the Company determines continued Service provision impossible or extremely difficult due to legal, social, or other changes
(11) When the Company otherwise deems suspension or interruption necessary
2. The Company may terminate Service provision at its convenience, providing prior notice to users.
3. The Company assumes no responsibility for damages to users arising from or related to Company measures under this Article, except when the Company acts with intent or negligence.
Article 9 (Antisocial Force Exclusion)
1. Users represent regarding themselves and Officers/Employees, etc. that they do not fall under organized crime groups, organized crime group members, persons who ceased being organized crime group members less than 5 years ago, organized crime group quasi-members, organized crime group-related companies, corporate racketeers, social movement claiming gangsters, special intelligence organized crime groups, or similar persons (collectively "Antisocial Forces"), do not fall under any of the following items, and covenant they will not fall under them in the future:
(1) Having relationships with persons deemed controlled by Antisocial Forces
(2) Having relationships with persons deemed substantially involved in management by Antisocial Forces
(3) Having relationships with persons deemed to improperly use Antisocial Forces for their own, their company's, or third parties' improper benefit or to damage third parties
(4) Having relationships with persons deemed to provide funds or convenience to Antisocial Forces
(5) Officers or persons substantially involved in management having socially condemnable relationships with Antisocial Forces
2. Users covenant that they and Officers/Employees, etc. will not engage in any of the following acts directly or through third parties:
(1) Violent demanding acts
(2) Unreasonable demanding acts beyond legal responsibility
(3) Threatening language/behavior or violence in transactions
(4) Acts of spreading rumors, using deception, or using force to damage counterparty credit or interfere with counterparty business
(5) Other acts similar to the preceding items
3. If users or Officers/Employees, etc. are found to be Antisocial Forces, fall under Paragraph 1 items, engage in acts under the preceding paragraph, or make false statements regarding representations/covenants under the preceding paragraphs, the Company may immediately cause such users to lose the benefit of time and terminate Service Usage Agreements without demand.
4. If the Company terminates Service Usage Agreements under the preceding paragraph, the Company assumes no obligations or responsibilities even if terminated users suffer damages. Terminated users shall compensate the Company for any damages to the Company from contract termination.
Article 10 (Post-Contract Termination Processing)
1. When Service Usage Agreements terminate, users must immediately cease Service use regardless of termination reasons.
2. When Service Usage Agreements terminate, the Company may delete user Registration Information, etc. and other user-related Service data. However, this paragraph does not grant users rights to demand such deletion by the Company.
3. The Company assumes no responsibility for damages to users from deleting user-related data under the preceding paragraph.
4. The provisions of Article 4, Paragraphs 5-8, Article 5, Paragraphs 2-5, Article 7, Paragraphs 4-5, Article 8, Paragraph 3, Article 9, Paragraph 4, this Article through Article 16, and Article 18 remain effective after Service Usage Agreement termination.
Article 11 (Non-Warranty)
1. The Company provides the Service as-is and makes no express or implied warranties regarding the Service and information provided on the Service, including fitness for users' specific purposes, expected functionality, commercial value, accuracy, usefulness, completeness, continuous availability, and freedom from failures, defects, hacking, etc. The Company provides no warranties or assumes no responsibilities regarding NFT storage, transfer (including establishment of NFT transfers to End Users), trading, and related services, or NFT value, stability, legality, functionality, destinations, and uses. Even if users obtain information about the Service or other users directly or indirectly from the Company, the Company provides no warranties beyond those specified in these Terms.
2. Users shall investigate at their own responsibility and cost whether Service use violates applicable laws, and the Company provides no warranties that user Service use complies with applicable laws.
3. Users shall handle and resolve at their own cost and responsibility any transactions, communications, disputes, etc. between users and other users, End Users, or third parties related to the Service, and the Company assumes no responsibility for such matters except when acting with intent or negligence.
4. The Company assumes no responsibility to compensate for damages suffered by users related to Service provision suspension, interruption, termination, unavailability, or changes, data loss or equipment failure/damage from Service use, or other Service-related matters, except when the Company acts with intent or negligence.
5. The Company assumes no responsibility for websites other than the Company Website and information obtained therefrom, regardless of reasons including provision of such website links on the Company Website.
6. Company system defects, user terminal or web browser defects, or operations outside the Service scope may affect NFT holding amount displays, transfer speeds, etc. in the Service, but the Company assumes no responsibility to compensate for Service-related user damages in such cases, except when the Company acts with intent or negligence.
7. The Company assumes no responsibility for complete or partial system performance delays, impossibilities, or incompleteness due to force majeure beyond the parties' control, including natural disasters, wars, civil unrest, riots, legal changes/enactments, governmental orders/dispositions, labor disputes, transportation/communication accidents, raw material/freight cost surges, significant exchange rate fluctuations, NFT liquidity decreases, blockchain splits, other NFT specification changes, etc.
8. Even if users suffer damages from future changes to NFT-related laws or tax systems (including damages from retroactive changes), the Company assumes no responsibility to compensate.
9. Even if users suffer losses from NFT value fluctuations, the Company assumes no responsibility to compensate users.
10. The Service may integrate with external services, but the Company provides no warranties that users can use such external services. When using external services integrated with the Service, users shall comply with such external services' terms of use and other conditions at their own cost and responsibility and handle disputes with external service providers at their own cost and responsibility.
Article 12 (Damages Compensation, etc.)
1. If users cause damage to the Company by violating these Terms or in connection with Service use, they must compensate the Company for such damages (including attorney fees).
2. If users receive claims from or enter disputes with other users, End Users, external businesses, or other third parties related to the Service (including NFT listing, exchange, trading, etc. outside the Service using Service-created NFTs; collectively "Disputes, etc."), they must immediately notify the Company of the details, handle such Disputes, etc. at their own cost and responsibility without causing any inconvenience to the Company, and report the progress and results to the Company upon Company request.
3. Except for cases of Company intent or gross negligence, the Company assumes no liability to compensate for damages suffered by users arising from or related to the Service.
4. Notwithstanding the preceding paragraph and other Terms provisions exempting Company damage compensation liability, if Service Usage Agreements constitute consumer contracts under the Consumer Contract Act, the Company assumes damage compensation liability only for direct and ordinary damages actually incurred by users (excluding lost profits) up to 10,000 yen, except for cases of Company intent or gross negligence.
5. If users suffer damages due to Company gross negligence, the Company assumes damage compensation liability only for direct and ordinary damages actually incurred by users (excluding lost profits) up to 10,000 yen. However, this does not apply if Service Usage Agreements constitute consumer contracts under the Consumer Contract Act.
Article 13 (Personal Information Protection)
1. The Company shall handle personal information obtained from users in providing the Service according to the Company's separately determined Privacy Policy.
2. The Company may retain personal information obtained from users in providing the Service after Service termination (regardless of reasons) to the extent necessary for legal compliance and other purposes specified in the Privacy Policy under the preceding paragraph.
Article 14 (Transfer of Rights and Obligations, etc.)
1. Users cannot transfer, assign, create security interests in, or otherwise dispose of their positions under these Terms or rights and obligations under these Terms to third parties without prior written Company consent.
2. If the Company transfers its Service-related business to third parties (regardless of method), it may transfer all or part of its position under these Terms, rights and obligations under these Terms, and user Registration Information, etc. and other customer information to such transferees, and users agree to such transfers in advance.
Article 15 (Severability)
If all or part of any Terms provision is deemed invalid or unenforceable under civil law, the Consumer Contract Act, or other laws, the remainder of these Terms remains fully effective, and the Company and users shall reasonably modify invalid or unenforceable provisions or parts thereof to the extent necessary to make them lawful or enforceable and strive to ensure legally and economically equivalent effects considering the intent of such invalid or unenforceable provisions.
Article 16 (Notifications)
Company notifications to users regarding the Service may be made through the Service, to contact information registered by users as Registration Information, etc., or through other Company-designated methods. Unless otherwise specified in these Terms, such notifications are deemed delivered to users when they normally should have arrived. User communications or notifications to the Company regarding the Service must be made through Company-designated methods.
Article 17 (Terms Changes)
The Company may change these Terms according to Civil Code provisions. When changing these Terms, the Company will notify users of such changes and the effective date of changed Terms through appropriate methods including Company Website posting. Changed Terms take effect when the effective date arrives.
Article 18 (Governing Law, Language, and Agreed Jurisdiction)
1. These Terms are governed by Japanese law.
2. The language of these Terms is Japanese. Non-Japanese translations are for reference only and have no legal effect.
3. The court having jurisdiction over the Company's head office location shall have exclusive agreed jurisdiction in the first instance for all disputes related to these Terms and the Service.