As of June 1, 2021
These Showroom Terms of Service (these “Terms”) set forth the rights and obligations between Startbahn, Inc. (the “Company”) and persons using “Showroom” (the “Showroom”) as operated by the Company, and the conditions of use for such Showroom. Please read and confirm the entire text of these Terms and give consent to use the Showroom. Further, when consenting to these Terms, you must also consent to the Startrail Login Terms of Service, Startrail Network Terms of Service, and Startbahn Cert. Terms of Service.
1.1. “Artwork” means any physical or non-physical artwork or object (including but not limited to NFTs), a piece of content that is put on the Showroom for transaction purpose.
1.2. “Seller” means the person or entity who put an Artwork on the Showroom for transaction purpose.
1.3. “Seller’s Agent” means the person or entity who accesses the Showroom for the purpose of seeking appointment from the Seller to sell an Artwork on behalf of (or for) the Seller, regardless of a contractual relationship with the Seller and the methods of sale including but not limited to auction and private sale.
1.4. “Buyer” means the person or entity who accesses the Showroom for the purpose of buying an Artwork.
1.5 “Off Showroom Buyer” means the person or entity who buys the Artwork from the Seller through the Seller’s Agent. Off Showroom Buyer does not have the access to the Showroom.
1.6. “Handler” means the following person based on the following order.
(a) the Seller’s Agent
(b) if none, the Buyer.
1.7. “User” means all parties using the Showroom including the Buyer, the Seller and the Seller’s Agent.
1.8. “Showroom” means the service platform operated by the Company to connect the Seller with the Buyer or the Seller’s Agent for the purpose of the Transaction.
1.9. “Transaction” means any sale and purchase of the Artwork between:
(a) the Seller and the Buyer or;
(b) the Seller and the Off Showroom Buyer through the services provided by the Seller’s Agent.
Transaction is completed when
(a)the Seller transfers the ownership of an Artwork to the Buyer for a payment or;
(b)the Seller transfers the ownership of an Artwork to the Off Showroom Buyer for a payment regardless of whether or not the transfer of ownership and/ or payment is done directly between the Seller and the Off Showroom Buyer or through the Seller’s Agent.
1.10. “Fee Eligibility Period” means the period beginning on the date when the Seller of an Artwork agrees to connect with the Buyer or the Seller’s Agent through the Showroom, and ending on the date that is one hundred eighty (180) days after the connection.
1.11 . “Transaction Value” means the gross value of the Transaction price at which
(a)the Buyer pays the Seller to acquire the ownership of the Artwork for the Transaction between the Seller and the Buyer; or
(b)the Off Showroom Buyer pays to the Seller or the Seller’s Agent to acquire the ownership of the Artwork.
Transaction Value shall exclude but not limited to, VAT, logistics charges, insurance fees, photo shooting fees, catalog creation fees, commissions charged by the Seller’s Agent (e.g. buyer and sellers’ premiums for auctions), etc. Transaction Value shall be reported in the currency of the Transaction.
1.12. “Commission Fee” means a commission fee based on the fees in the Fee Schedule paid by the Handler to the Company if a Transaction is completed during the Fee Eligibility Period.
2. Function of the Showroom
2.1. The Showroom includes an online matching platform and tools to buy, inquire about, list, market, offer for sale, and sell Artwork. All Transaction is made from the Seller directly to the Buyer or to the Off Showroom Buyer via the Seller’s Agent.
2.2. The Company is not a party to any Transaction or not an agent of any User for any purpose.
3. No obligation for Transaction
3.1. The connection through the Showroom imposes no obligation on the User to enter into any transaction with any other person or entity.
3.2. It is the Buyer’s and the Seller’s Agent responsibility to determine whether to deal with any Seller. The Company will not be liable for the Buyer (or the Seller’s Agent, if any. Hereinafter the same in this Article) regarding any Artwork or relationship with any Seller in any way. The Company therefore recommends the Buyer and the Seller’s Agent carefully assess each Artwork and carry out whatever lawful checks the Buyer and the Seller’s Agent consider appropriate in relation to any Seller before carrying out any Transaction.
4. Seller’s Agent
If the Seller's Agent sells an Artwork to the Off Showroom Buyer, the Seller's Agent shall explain in advance that the Artwork has a Cert. and contents of the contract terms of the Artwork and shall obtain the consent of the Off Showroom Buyer before selling the Artwork, regardless of the transfer of the Cert. is made directly between the Seller and the Off Showroom Buyer or through the Seller’s Agent.
5.1. The Handler shall report accurate information to the Company for the purpose of tracking the progress of Transaction and determining the Commission Fee to be paid to the Company.
5.2. The Handler shall submit to the Company the proof of the Transaction Value as per the Company request, for the purpose of determining the Commission Fee to be paid to the Company.
The Company may perform an audit of the Transaction record of the Handler for the purpose of confirming that the Commission Fee was properly paid.
7. Payment of Commission Fee
7.1. The Handler shall pay the Company the Commission Fee. 7.2. Any payment of the Commission Fee to the Company shall be made by the Handler within thirty (30) days after the date of receipt of Invoice in the currency determined by the Company.7.3. Past due payments shall accrue interest computed at the rate of fourteen point six percent (14.6%) per annum.
8. Withdrawal from Showroom
8.1. Users may withdraw from the Showroom by writing the contact below and following Company-prescribed procedures. Contact for Withdrawal: email@example.com
8.2. If a User has withdrawn from the Showroom under the preceding paragraph, Users shall not use the Showroom. However, this will not affect the existence of any rights or obligations arising under the Startrail Network Terms of Service or Individual Transaction Agreements, and Users shall conduct transactions for Artworks in accordance with the Startrail Network Terms of Service and Startbahn Cert. Terms of Service even after their withdrawal from the Showroom.
9.1. Users shall not engage in any of the conduct indicated below when using the Showroom:
(a)Conduct in breach of the provisions of these Terms, Startbahn Cert. Terms of Service, the Startrail Network Terms of Service, the Startrail Login Terms of Service, Individual Service Terms, or Individual Transaction Agreements;
(b)Registering false information on the Showroom 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 Showroom 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) Disintermediating the Company after connections between the Buyer and the Seller or the Seller’s Agent and the Seller on the Showroom during the Fee Eligibility Period;
(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 Showroom;
(h)Writing or transmitting harmful computer programs or the like to the Showroom;
(i)Reverse assembling, decompiling, reverse engineering or otherwise disassembling and analyzing the Showroom;
(j)Conduct which will hinder the operation of the Showroom;
(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 Showroom 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 Startrail;
(q)Conduct infringing or likely to infringe copyrights, trademark rights or other intellectual property rights of third parties or Startrail, including downloading, modifying or overwriting text, images or other content on the Showroom without permission;
(r)Conduct injurious to the credit of the Showroom or the Company; and
(s)In addition to the foregoing, any conduct that will, or is likely to, impede the operation of the Showroom, or harm the rights or interests of third parties or the Company.
9.2. If a User has breached the preceding paragraph, the Company may prohibit such User’s use of the Showroom, withdraw such User from the Showroom, or take other necessary action. Such action may result in the User being unable to use the Showroom, Startbahn Cert., the Startrail Network or other services associated therewith.
9.3. 8.2. shall continue to apply to a withdrawal under the preceding paragraph.
10. Disclaimer of Warranties
10.1. The Company makes no guarantee that there will not be mistakes, errors, bugs or service interruptions in/on the Showroom or information obtained by Users through the Showroom, or as to the safety, reliability, correctness, suitability for specific purposes, usability, or completeness of the Showroom or information obtained by Users through the Showroom.
10.2. Users shall use the Showroom under their own responsibility, and shall understand and agree that the Company is not responsible for any damage occurring as a result of Users’ use of the Showroom. Further, except where explicitly specified otherwise herein, the Company is not responsible for damage occurring due to a natural disaster or other force majeure event (including infectious disease outbreaks, implementation of policies related to infectious diseases, or cases of work closure etc. following receipt of a work closure request from a national or local government), communication line congestion, stoppages of the Showroom for machine failure or maintenance, manipulation or divulgence of information by third parties, or other such events.
10.3. The Startrail Network is a system based on Ethereum, and therefore cannot be used when system malfunctions or the like occur in Ethereum. It is possible that Ethereum upgrades, hard forks in Ethereum, or changes to the method of verifying transactions on Ethereum will have unintended adverse consequences for all blockchains using ERC standards, including Startrail. Further, because of the nature of Ethereum, once information is inputted to the Startrail Network, it cannot be deleted after the fact. Users confirm that the Company will bear no liability for any damage suffered due to an Ethereum system malfunction or due to the nature of Ethereum.
10.4. Notwithstanding the provisions of the preceding paragraphs or 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 as set forth 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.
10.5. Notwithstanding the provisions of the preceding paragraph, in the case of the preceding paragraph, 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 Commission Fee actually paid by such User in connection with the Transaction related to the relevant damage (or, where no fees were paid, 500,000 yen).
11. General Terms
The provisions of Article 13 (Indemnity), Article 14 (Suspension etc. of Service), Article 15 (Addition/Modification of Functions), Article 17 (Exclusion of Antisocial Forces), Article 18 (Assignment etc. of Contractual Status), Article 19 (Amendment etc. of Terms), Article 20 (Severability) and Article 21 (Governing Law and Jurisdiction) of the Startrail Network Terms of Service will apply to all agreements, rights, and obligations hereunder. In such cases, the following terms from said articles of the Startrail Network Terms of Service will be replaced as indicated below.
- “these Terms” = these Terms
- “Startrail Network” = the Showroom
- “Startrail Participant” = User
- “Startrail” = the Company
- “Startrail website (http://startrail.io)” = “Showroom’s website”
- “These Terms, Individual Service Terms, and Artwork Terms Information” (Article 18) = these Terms
The Fee Schedule for the Commission Fee
- Fee payment amount is calculated by multiplying the Transaction Value by the Rate, rounding to the nearest two decimal places.
- If the Transaction is done in a local currency that the Company does not deem to be an acceptable payment currency, the Company may calculate the Commission Fee payment amount in Japanese Yen or US Dollar based on a practically reasonable exchange rate determined by the Company.