As of June 1, 2020
Last Updated: October 1, 2021
These Startbahn Cert. Terms of Service (these “Terms”) set forth the rights and obligations between Startbahn, Inc. (the “Company”) and persons using “Startbahn Cert.” (the “Cert. Service”) as operated by the Company, and the conditions of use for such Cert. Service. Please read and confirm the entire text of these Terms and give consent to use the Cert. Service. Further, when consenting to these Terms, you must also consent to the Startrail Login Terms of Service (the “Login Terms”) and Startrail Network Terms of Service (the “Network Terms”).
The terms used herein will have the following meanings. Any terms not defined herein will be interpreted in accordance with the definitions in the Network Terms.
1.1. “Startbahn Cert.” means the name of the Cert. Service and this Cert. Service enables the registration, issuance, management, and transfer of Artwork registration certificates called the “Cert.” associated with the Startrail Network.
1.2. “Cert.” means a registration certificate for an Artwork that is linked to an unique ID and created electronically via the Cert. Service, and that enables it to serve as a Startrail Registry Record on the Startrail Network. A Cert. can be linked to an IC tag. A purchase of a Cert. gives the Purchaser a Cert. Issuance Right.
1.3. “Cert. Issuance Right” means the right to register the information in a Cert. as a Startrail Registry Record on the Startrail Network.
1.4. “Draft Cert.” means a Cert. before it is registered by an Issuer on the Startrail Network as a Startrail Registry Record.
1.5. “Issued Cert.” means a Cert. after an Issuer has registered it on the Startrail Network as a Startrail Registry Record.
1.6. “IC tag” means IC tag (a Company-designated seal or card with a built-in RFID chip) that has been issued by the Company.
1.7. “User” collectively refers to all users that have registered accounts on the Cert. Service.
1.8. “Issuer” means a User having a Cert. Issuance Right that personally registers the information in the Cert. on the Startrail Network as a Startrail Registry Record on the Cert. Service as registrant and undertakes a Cert. Issuance.
1.9. “Purchaser” means a person who pays for and purchases a Cert. Issuance Right.
1.10. "Owner of the Artwork" means the person who has the physical ownership of the Artwork, or for any digital artwork without any physical medium such as so-called NFTs (Non-fungible token, “NFTs”) , it means the person who has the status as the owner of the Artwork.
1.11. "Ownership" means the physical ownership of the physical artwork, or for any digital artwork without any physical medium such as NFTs, it means the status as the owner of the Artwork.
1.12. “Cert. Creation” means the Company assigning a unique ID to a User and creating a URL to view the information in a Cert. linked to such ID.
1.13. “Cert. Issuance” means the act whereby an Issuer registers the information in a Cert. on the Startrail Network as a Startrail Registry Record.
1.14. “Startrail Registry Record” means certain information set forth in a Cert. that is associated with an Artwork and is registered or stored on the Startrail Network. A Startrail Registry Record includes, without limitation, an Artwork’s title, Artist name, year of production, materials, size, edition information, and Contract Terms.
1.15. “Startrail Network” means a network built on the blockchain as an infrastructure provided by the Company under the name of “Startrail” for Artwork registration (including title, artist, and production year), history management (including transaction date and owner ID), distribution management (including no-resale period stipulated by the Contract Terms), copyright management (including copyright license to owner stipulated by the Contract Terms), and profit distribution (including royalty incurred when the Artwork is resold).
The current Startrail Network comprises data/programs recorded on the Ethereum public chain or the Polygon Network and servers/databases managed by the Company.
2. ACCOUNT REGISTRATION
2.1. Users in General
2.1.1. The Login Terms and the Network Terms. If you register an account on the Cert. Service, you must simultaneously register for an account on the Startrail Network at the same time, and Startrail’s login systems will be used to log into the Cert. Service. The Startrail Network login system is created using technology provided by Torus Labs. Consent to the Login Terms is required with respect to Startrail Login, and consent to the Network Terms is required with respect to the Startrail Network.
2.1.2. Private Key Information. User private key information will not be saved on Cert. Service servers or on the Startrail Network. User private keys are segmented, and a portion of the segmented parts are distributively stored on systems managed by Torus Labs; these parts are combined and decrypted when Users log in using their own ID/password or external OAuth systems such as a Google login.
2.2. Cert. Issuance Screening
2.2.1. To perform a Cert. Issuance on the Cert. Service, it is necessary to undergo identity screening by the Company. This process is intended to ensure the reliability of the information in the Certs. issued on the Cert. Service.
2.2.2. Users and Purchasers including business operators, that wish to undertake Cert. Issuance must enter/provide personal names, corporate names and other information designated by the Company as necessary for screenings, using Company-designated methods and languages, without falsifying or misrepresenting such information.
2.2.3. With respect to such screenings for the Cert. Issuance, if the Company has determined, in a screening based on Company-determined criteria, that it is not possible to issue a registration as an Issuer, the Company will not be obligated to disclose the reason. Further, unless otherwise provided herein, the Company will bear no liability whatsoever even if a User or a Purchaser has suffered any damage or other adversity as a result of such non-registration.
2.2.4. If a Purchaser transfers a Draft Cert. including a Cert. Issuance Right to a third party, the Purchaser shall undertake identity screening of the transferee pursuant to the Company’s criteria. The Company is not responsible for the Purchaser’s failure to properly verify the identity of the transferee except for the Company’s willful or gross negligence conduct.
2.2.5. If the Company deems that an Issuer does not meet the Company's criteria, whether before or after a Cert. Issuance and whether or not the Company has conducted a primary identity screening, the Company may take action, including the invalidation of a Cert. Issuance Right or such Issued Cert.
3. CERT. CREATION
3.1. Users wishing to undertake a Cert. Creation must first order a Cert. from the Company using Company-prescribed methods.
3.2. If a User wants a Cert. Creation with an IC tag, the User must order a blank IC tag which is not linked to any Artwork information. It will take some time for a delivery of IC tag and the details of such delivery will vary depending on specifications including whether customized printing is requested, and thus the Company will communicate separately to Users.
4. ARTWORK INFORMATION ON CERT.
4.1. Issuers performing a Cert. Issuance shall, under their own responsibility, register (or provide for the Company if Issuer delegates the Company to fill in such Artwork information) accurate Artwork information to be registered in the relevant Cert. If the User delegates the Company to fill in the information for a Cert., the Company shall fill in the information for such Cert. in accordance with the information provided by such User. The Artwork information registered at the time of a Cert. Issuance includes, without limitation, the following:
4.1.1. Artwork Information
4.1.1.a. Artwork title
4.1.1.b. Artist name
4.1.1.c. Year of production
4.1.1.f. Edition information
4.1.2. Contract Terms
4.1.2.a. Terms on Return Royalty. Contract Terms may include provisions stipulating that at the time of transfer, an amount equivalent to a certain percentage of the sale/purchase price for such transfer will be returned to the Person who sets the Contract Terms (the “Return Royalty”); in such case, consent to these provisions will result in an obligation to pay the Return Royalty to the Person who sets the Contract Terms in accordance with the relevant Cert.
4.1.2.b. Terms on Copyright for the Artwork (including copyright ownership, license regarding use of the Artwork by the Owner, and contact regarding copyright). Consent to such provisions will result in the Person who sets the Contract Terms granting the Owner of an Artwork a license to use such Artwork in accordance with the relevant Cert.
4.1.3. Artwork History
4.1.3.a. Current and past Ethereum addresses of the Owner(s)
4.1.3.b. Artwork information other than as in 4.1.3.a., such as exhibition history, and sale history, etc.
4.2. In regard to the Artwork information in 4.1, any Issuer may register the information in 4.1.1 (Artwork Information); only an Artist or a person who obtained Artist’s approval may register the information of 4.1.2 (Contract Terms); and the Issuer of the relevant Cert., may add the information in 4.1.3 (Artwork History)
4.3. If a certification document is concurrently issued in paper form or on any other medium in addition to a Cert., information on such certification document that does not contravene the information on the Cert. must be registered on the Cert.
4.4. The Artwork information in 4.1 will be registered on the Startrail Network. However, except for the rate of the Return Royalty, the specific details of the information in 4.1.2 will be stored off-chain, and only hash value information and links to files on servers will be stored on the Startrail Network for such information.
4.5. If an Issuer, after a Cert. Issuance, has identified an error in a Startrail Registry Record, such Issuer may make corrections insofar as doing so will not cause adversity to the current Owner. If a past or current Owner of Cert. or any other User has discovered an error in registered information, the Issuer may acknowledge and correct such error, or if the operator confirms that such error is willful or malicious misinformation, the Company may take action such as an invalidation of the Issued Cert. issued by such Issuer until the information is corrected.
4.6. Users shall not infringe any third party rights by registering any information (including images) on the Cert. Service, and must obtain all required licenses etc. for such information under their own responsibility. Unless otherwise provided herein, the Company will bear no liability for any such claims or litigation, etc. by any third parties regarding such information.
5. CONTRACT TERMS ON CERT.
5.1. Users that register Contract Terms on Certs. under their own responsibility, shall register legally valid terms agreement particulars.
5.2. The Company will provide the infrastructure systems to save, record and display the terms specified in the Contract Terms on the Cert. Service, but makes no guarantee as to the accuracy, truthfulness, validity, up-to-dateness, etc. of the particulars of the information saved, recorded and displayed.
5.3. Users shall, under their own responsibility and at their own expense, claim their rights against such Users under individual agreements, and perform their obligations to such Users under such agreements.
5.4. The execution of sale and purchase agreements for Artworks and the performance of such agreements, including payment of Artwork sale/purchase prices, shall be handled and carried out under the responsibility of the Users that are parties to such agreements, and the Company is not responsible therefore. However, when an entry of information related to such sale and purchase agreements is required under applicable Contract Terms (e.g., when an amount of the Return Royalty is decided), these conditions will be carried out under such Contract Terms.
6. OWNER INFORMATION ON ISSUED CERT., AND TRANSFER
6.1. One Issued Cert. will be issued per one Artwork, and the User that is the current Owner on each Issued Cert. will be recorded in the system. The Ethereum address of such Owner will be recorded by the Startrail Network as well.
6.2. Only the User that is the current Owner may transfer an Issued Cert. to the next Owner.
6.3. An Issued Cert. may be transferred to another User. A “Transfer of Issued Cert.” means both the transfer of the Cert. (including an ownership of an IC tag if applicable) and the access to and managerial authority over a Startrail Registry Record; it is not possible to assign only one or the other. In addition, a Transfer of Issued Cert. is a precondition for the transfer of the Artwork, and such transfer of Artwork cannot be valid, unless a Transfer of Issued Cert. is validly made in accordance with these Terms.
6.4. A User to whom an Issued Cert. is to be transferred must, before accepting the Transfer of Issued Cert., consent to the Network Terms, these Terms, and the Contract Terms registered on such Cert. The Cert. shall not be transferred if the Company cannot confirm that this required consent has been validly given. A User wishing to undertake a Transfer of an Issued Cert. shall ensure that the receiver of such Transfer of Issued Cert. consents to all of the Network Terms, these Terms, and Contract Terms.
6.5. If the consent in the preceding paragraph has been validly given and the Transfer of Issued Cert. has validly occurred, and the title to the Artwork have also been transferred, the User to whom such Issued Cert. has been transferred will be deemed to have entered, as of the time of such transfer, into individual agreements regarding the Contract Terms with the User that stipulated such Contract Terms.
6.6. If a User manifests an intent to transfer or accept the ownership rights or the Issued Cert. for such Artwork by a method other than those specified herein, such manifestation of intent will be null and void, the Company is not responsible for any issues arising with the counterparty of such manifestation of intent, and the User shall handle any such issues under their own responsibilities and expenses.
7. TRANSFER OF DRAFT CERT.
7.1. The Purchaser may transfer a Draft Cert., including the Cert. Issuance Right, to another User only if the Purchaser notifies the Company of the unique ID of the Draft Cert. to be transferred and the information of the transferee in the designated manner, and the Company approves the transfer.
7.2. A User who receives a transfer of a Draft Cert. shall agree to the Network Terms and these Terms before receiving the transfer of a Draft Cert. If such required consent cannot be confirmed by the Company, such User shall not issue the Cert. The transferor of a Draft Cert. shall make the transferee agree to the Network Terms and all of these Terms.
7.3. If the Purchaser transfers a Draft Cert. including the Cert. Issuance Right to a third party, the Purchaser shall undergo identity screening of the transferee in accordance with the criteria specified by the Company.
7.4. A transfer of a Draft Cert., including the Cert. Issuance Right, may only be made by the Purchaser to a transferee and may not be further transferred by the transferee to a third party.
8. USE OF IC TAG
8.1. Smartphones and smartphone apps satisfying conditions separately identified are required to read the IC tags.
8.2. Instances of failure, such as when IC tags cannot be read, should be communicated to the Company’s contact as identified on the Cert. Service’s website.
9.1. Personally identifiable information of Users that the Company has acquired from such Users, including the email addresses of such Users, will not be publicly disclosed. However, Users may personally select settings to make such information publicly accessible to other Users.
9.2. The Startrail Network Ethereum addresses (EOA) linked to the accounts of Users are necessary to certify the Owner information on the Cert. on the blockchain, and thus will be publicly accessible on the blockchain. However, account names and other personally identifiable information other than such Ethereum addresses (EOA) will not be publicly accessible, unless the relevant User personally and proactively selects such public accessibility as set forth in 9.1.
10. FEES, ETC.
Service use charges may arise at the time of a Cert. order or a Transfer of Issued Cert. In addition, fees (a.k.a., “gas”) will arise at the time of a Cert. Issuance or a Transfer of Issued Cert. on the Startrail Network related to such transactions. Gas is essential for the maintenance and operation of the network on which the Startrail Network runs, and Users may incur gas for transactions on the Cert. Service in the future. Service use charges, the Startrail Network transaction amounts and payment methods, and other details will be separately identified by the Company.
11. DELETION OF CERT. INFORMATION
The information recorded on a Cert. cannot be deleted after the Cert. Issuance.
12. WITHDRAWAL FROM CERT. SERVICE
12.1. Procedure. Users may withdraw from the Cert. Service by writing the contact below and following Company-prescribed procedures. Contact for Withdrawal: email@example.com
12.2. Treatment after Withdrawal. If a User has withdrawn from the Cert. Service under the preceding paragraph, Users shall not use Startbahn Certs. However, this will not affect the existence of any rights or obligations arising under the Network Terms or Individual Transaction Agreements, and Users shall conduct transactions for Artworks in accordance with the Network Terms even after their withdrawal from the Cert. Service.
12,3, Transactions after Withdrawal. If any transaction happens related to the Issued Cert. owned by a User after withdrawal from the Cert. Service, the User shall transfer the Cert. to the new Owner or otherwise cooperate as required by the Company, and the Company may take the necessary actions.
12.4. Startrail Registry Record after Withdrawal. Due to the nature of the Startrail Network, it is not possible to delete Startrail Registry Record and other information that has already been registered in the Startrail Network after the withdrawal from the Cert. Services.
13.1. Users shall not engage in any of the conduct indicated below when using the Cert. Service:
(a)Conduct in breach of the provisions of these Terms, the Network Terms, the Login Terms, Individual Service Terms, or Individual Transaction Agreements;
(b)Registering false information on the Cert. Service or the Startrail Network (including for any and all registered information, including the User’s account name, Artwork information, and Contract Terms);
(c)Tampering with, erasing or otherwise modifying information related to the Cert. Service or the Startrail Network (including information uploaded, transferred, or inputted to the Startrail Network, and information obtained using the Startrail Network) without permission, or attempting to do so;
(d)Using the Cert. Service with an IC tag which is not issued by the Company;
(e)Creating multiple accounts for the same person;
(f)Establishing or attempting to establish accounts using a fictitious name, another person’s name, or any other name besides one’s own, conducting transactions connected with such activity, or declaring false information to the Company in all or some of the information registered for an account;
(g)Improperly accessing or using systems related to the Cert. Service or the Startrail Network;
(h)Writing or transmitting harmful computer programs or the like to the Cert. Service or the Startrail Network;
(i)Reverse assembling, decompiling, reverse engineering or otherwise disassembling and analyzing the Cert. Service or the Startrail Network;
(j)Conduct which will hinder the operation of the Cert. Service or the Startrail Network;
(k)Engaging in, or attempting to engage in, conduct that is deemed to be a duplicate transfer of a Draft Cert., Issued Cert. or Artwork, or an assignment of claims under these Terms;
(l)Fraud; establishing or soliciting for pyramid schemes or the like; purchasing/selling illegal goods, services or the like, transferring criminal proceeds; or any use of the service in connection with the foregoing;
(m)Conduct connected with criminal acts, or contrary to public order and morality;
(n)Antisocial conduct that violates or is likely to violate laws, regulations, or public order and morality;
(o)Conducting, or using the Cert. Service to conduct, transactions or payments that are restricted under the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949), cabinet orders or ministerial ordinances related to said act, or similar laws and regulations of other countries or the like;
(p)Infringing or defaming the privacy of communication, property, privacy, publicity rights, honor, or credit of any third parties or the Company;
(q)Conduct infringing or likely to infringe copyrights, trademark rights or other intellectual property rights of third parties or the Company, including downloading, modifying or overwriting text, images or other content on the Cert. Service or the Startrail Network without permission;
(r)Conduct injurious to the credit of the Cert. Service, the Company, or the Startrail Network; and
(s)In addition to the foregoing, any conduct that will, or is likely to, impede the operation of the Cert. Service or the Startrail Network, or harm the rights or interests of third parties or the Company.
13.2. If a User has breached the preceding paragraph, the Company may prohibit such User’s use of the Cert. Service, withdraw such User from the Cert. Service, or take other necessary action. Such action may result in the User being unable to use the Cert. Service, the Startrail Network or other services associated therewith.
13.3. 12.2 shall continue to apply to a withdrawal under the preceding paragraph.
14. OWNERSHIP OF RIGHTS
14.1. All intellectual property rights related to the Cert. Service or content on the Cert. Service (including, without limitation, patent rights, utility model rights, trademark rights, design rights, rights to apply for registration of or obtain the foregoing rights, and copyrights throughout the world) will belong to the Company or to third parties that have licensed the use of such rights to the Company, with the exception of any rights owned by Artists with respect to Artworks.
14.2. Except for the rights explicitly authorized herein, Users shall not acquire any rights or interests in regard to the intellectual property rights specified in the preceding paragraph; all such rights and interests shall be retained by the Company.
14.3. Users shall not use the Cert. Service or content on the Cert. Service beyond the extent explicitly authorized herein.
14.4. Users shall not sell, edit, process, adapt or otherwise modify, redistribute, sublicense or assign the Cert. Service or content on the Cert. Service in whole or in part.
15. DISCLAIMER OF WARRANTIES
15.1. The Company makes no guarantee that there will not be mistakes, errors, bugs or service interruptions in/on the Cert. Service or information obtained by Users through the Cert. Service, or as to the safety, reliability, correctness, suitability for specific purposes, usability, or completeness of the Cert. Service or information obtained by Users through the Cert. Service.
15.2. The particular terms and conditions that are set forth using natural language and stored as Contract Terms will be stipulated and determined by Artists or the Person who obtained Artist’s approval; the legal validity of such particulars is to be confirmed by such Artists or the Person who obtained Artist’s approval, and is not guaranteed by the Company.
15.3. Agreement regarding specific Contract Terms is executed by and between the Person who sets the Contract Terms and the Owner, and in the case of a breach of such Contract Terms, any damage compensation or other resolution shall be handled between such parties. The services provided to Users by the Company are services related to Cert. Issuance and Cert. transactions, and the Company will not be liable for resolving disputes related to the parties on the Contract Terms.
16. LIMITATION OF LIABILITY
16.1. Scope of the Company’s Liability. The damage liability owed by the Company to a User shall be limited to direct and ordinary damages actually suffered by such User (excluding damage arising due to special circumstances), and except in cases arising due to willful misconduct or gross negligence on the part of the Company, the maximum amount of damages shall be the total fees actually paid by such User in connection with the Cert. order related to the relevant damage (or, where no fees were paid, 500,000 yen).
16.2. Consumer Contract. Notwithstanding any other provisions exempting the Company from liability under other terms and conditions hereof, if an agreement between a User and the Company is a consumer contract in the Consumer Contract Act, the aforesaid liability-exempting provisions will not apply in relation to the Company’s obligation to pay damages to such User under the agreement that is deemed to be a consumer contract.
17. GENERAL TERMS
The provisions of Article 18 (INDEMNITY), Article 19 (SUSPENSION ETC. OF SERVICE), Article 20 (ADDITION/MODIFICATION OF FUNCTIONS), Article 23 (ASSUMPTION OF RISK), Article 24 (FORCE MAJEURE), Article 25 (EXCLUSION OF ANTISOCIAL FORCES), Article 26 (ASSIGNMENT OF CONTRACTUAL STATUS ETC.), Article 27 (BUSINESS TRANSFER), Article 28 (CHANGE OF TERMS), Article 29 (SEVERABILITY) and Article 30 (GOVERNING LAW), Article 31 (JURISDICTION), and Article 32 (LANGUAGE) of the Network Terms will apply to all agreements, rights, and obligations hereunder. In such cases, the following terms from the Articles of the Network Terms will be replaced as indicated below.
- “these Terms” (Startrail Network Terms of Service) = these Terms (Startbahn Cert. Terms of Service)
- “Startrail Network” = the Cert. Service
- “Participant” = User
- “we, our, us” = the Company
- “Startrail website (http://startrail.io)” = “Cert. Service’s website”
- “These Terms, Individual Service Terms, and ContractTerms” (Article 26) = these Terms