Clubs is a platform where users can purchase memberships and tickets (the “Site”). These Terms of Service (the “Terms”) are between you and Frame00, Inc. (the “Company” or “we”). These Terms, together with any other applicable terms and guidelines incorporated by reference (the “Guidelines”), govern your access to and use of the Site. The Clubs Terms of Service (the “Terms”) require users who purchase membership rights or digital content in the form of NFTs (the “Membership Pass (NFT)”) on the Clubs Site platform operated by Frame00, Inc. (the “Company”) to agree to the Terms, Privacy Policy, and other related regulations in advance in order to use the Service.
These terms of service (the "Terms") govern the relationship between you and Frame00, Inc. ("the Company" or "we") with respect to the purchase and grant of membership passes (NFTs) within the Company's Clubs site platform (the "Service").
The following terms used in these Terms shall have the meanings set forth below:
- "Wallet" means the account the user uses to manage the membership pass (NFT), designated by the Company and managed by the player.
- "ETH" is an abbreviation for the native cryptocurrency of the Ethereum network.
- "MATIC" is an abbreviation for the native cryptocurrency and a technology platform launched to connect and grow Ethereum-compatible projects and blockchains.
- "Address" means an account for the management or storage of ETH, MATIC, or other cryptocurrencies (including wallets).
- “NFT” is an abbreviation for Non-Fungible Tokens, which are blockchain-based tokens that each represent a unique asset.
- "Reference ETH rate" and "Reference MATIC rate": the exchange rate between ETH and Japanese yen, or MATIC and Japanese yen, on the day before the start of the grant of the membership pass (NFT) under the individual contract.
- "Individual contract" means the contract concluded between the Company and the user on the basis of Article 6 of these Terms.
- "Recipient address" means the address that the user holds to receive the membership pass (NFT) from the Company, which the user has notified to the Company in the manner specified by the Company.
- "Payment address" means the address that the user uses to send the number of ETH, MATIC, or other cryptocurrencies that are the consideration for the membership pass (NFT) to the Company, which the user has notified to the Company in the manner specified by the Company.
- "Company address" means the address that the user uses to send the number of ETH, MATIC, or other cryptocurrencies that are the consideration for the membership pass (NFT) to the Company, which the Company has notified to the user.
- "Return address" means the address to which the Company will send the ETH, MATIC, or other cryptocurrencies that the Company receives from the user for any reason, which the user has notified to the Company in the manner specified by the Company.
- "Usage contract" means the contract concluded between the Company and the user on the basis of Article 3 of these Terms.
- "Usage contracts" means the individual contract and the usage contract collectively.
- "Metadata" means the data that represents the membership pass (NFT) associated with the membership pass (NFT).
Users may use the Service during the term of the usage contract in accordance with these Terms and the manner specified by the Company. The Service may be provided via a web browser or other forms. The user's consent to these Terms of Use for one form of the Service shall be effective for using the Service through other forms as well.
The user shall manage and maintain the account information related to the wallet (hereinafter referred to as "wallet information") at their own expense and responsibility, and shall not allow third parties to use it, lend it, assign it, change the name, or sell it, except as otherwise specified by the Company.
The Company shall not be liable for any damage caused to the user due to insufficient management (including loss or neglect of wallet information), errors in use, use by third parties, use of the user's computer, software, or other equipment, communication lines, or communication environment by malicious third parties (including malware, spyware, viruses, hacking, and cracking).
The Company's obligations under the usage contracts are limited to granting the membership pass (NFT) to the supporter, that is, to record that the supporter holds the membership pass (NFT) on the blockchain, and to provide benefits according to the support plan. In addition to these obligations, the Company has no other obligations like, but not limited to, granting any ownership, equity, shares, any right to receive certain income, or intellectual property rights. The Company only grants the membership pass (NFT).
(1) To apply for the purchase of a membership pass (NFT) within the Service, the user shall prepare and maintain the recipient address, return address, and payment address at their own expense and responsibility.
(2) To apply for the purchase of a membership pass (NFT), the user shall notify the Company of the information about the membership pass (NFT) they wish to purchase in the manner specified by the Company, and the Company's acceptance of the application shall constitute the formation of the contract for the grant of the membership pass (NFT) under these Terms (hereinafter referred to as the "individual contract").
(3) After the formation of the individual contract, the user shall send the number of ETH, MATIC, or other cryptocurrencies specified by the Company as the consideration for the membership pass (NFT) to the Company, or make a payment by credit card, by the date specified by the Company. The user shall bear the costs incurred for the transfer of such cryptocurrency.
(4) If the Company receives the cryptocurrency specified in the preceding paragraph, or if the user makes a payment by credit card, the Company shall send the membership pass (NFT) that the user wishes to purchase to the recipient address, subject to the conditions set forth in the following Article.
(5) The metadata of the membership pass (NFT) is not finalized even after the Company sends the membership pass (NFT) to the user, and may be updated or finalized on a later date specified by the Company.
(6) Since it may take some time to grant the membership pass (NFT) due to system constraints, the user agrees that it may take some time for the grant of the membership pass (NFT) based on the preceding paragraph to be completed, from the first application.
(7) Minors, adult persons under guardianship, persons under guardianship, or persons under assistance shall obtain the consent of their legal representative, guardian, or assistant when applying to purchase a membership pass (NFT). The user shall bear all the related cost of getting a proper and legal consent from their respective country. The company will neither make any kind of sponsorship of nor validate the consent.
(1) The grant of the membership pass (NFT) specified in the preceding Article shall be subject to the satisfaction of all of the following conditions, unless the Company waives them in writing.
- The Company has decided to grant the membership pass (NFT) to the user.
- The user understands and agrees to the risks specified in Article 10.
- Comply with all the terms of the service in this document.
(1) The preparation and maintenance of computers, software, and other equipment, communication lines, and other communication environments necessary for usage contracts, etc., shall be carried out at the user's expense and responsibility.
(2) The Company will not be responsible for preventing computer viruses from infecting addresses or NFTs, unauthorized access, and information leaks. The user is only responsible for the security of their devices.
(1) On each date of conclusion of an individual contract, the user shall represent and warrant to the Company that the following facts are true:
- The user has read and fully understands the entire terms and conditions of these Terms (including the membership pass (NFT) and other regulations related to the Service posted on the Service).
- The user has the full authority to enter into an individual contract and to fulfill its obligations under the individual contract, and has completed all procedures required by all laws and regulations for the conclusion of an individual contract, and has completed the necessary permits, notifications, etc., and is not in violation of any conditions, if any. The individual contract constitutes a valid, effective, and legally binding obligation of the user, and the user is subject to enforcement in accordance with its terms.
- The user has decided to enter into an individual contract based on the information obtained about the membership pass (NFT).
- The user understands that the purchase of a membership pass (NFT) only means receiving the grant of a membership pass (NFT), and that the purchase of a membership pass (NFT) does not grant the user any rights to the Company or its affiliated companies.
- The user is not a national, resident, resident, or visitor of a country or region where the purchase of a membership pass (NFT) is prohibited, restricted, or otherwise regulated by laws and regulations.
The user shall confirm and agree to the following risks related to the purchase of a membership pass (NFT) to the company.
- Uncertainty of information The company may provide some information related to the membership pass (NFT) on its website, SNS, etc., but such information is provided only as planned information, and the company does not guarantee the truthfulness, accuracy, or feasibility of the content of such information.
- Risks inherent in the membership pass (NFT) The membership pass (NFT) is not a legal currency, so no one guarantees its value, and there may be risks inherent in the membership pass (NFT) itself, such as program bugs.
- Liquidity risk The company does not assume that the membership pass (NFT) will be traded in P2P or exchanged for ETH, MATIC, or other cryptocurrencies, and does not guarantee the possibility of such.
- Risks due to hard forks The membership pass (NFT) is issued using the Polygon blockchain, and there is a risk that the compatibility will be lost due to a hard fork of the blockchain.
- Cyberattack risk There is a risk that personal information such as address information may be leaked due to a cyberattack, and that the membership pass (NFT) owned by the user may be sent to a third party without permission.
- Network risk The transaction of membership passes (NFT) is conducted using the blockchain system, so it may take some time to grant the membership pass (NFT), and there is a risk that the granting of the membership pass (NFT) may not be reflected in the address or that the granting of the membership pass (NFT) may be canceled. In addition, the membership pass (NFT) is recorded electronically and transferred on the network, so there is a risk of loss.
- Risks related to the address If the user loses the private key required to access the address for managing or storing the membership pass (NFT), the user may be unable to use the membership pass (NFT).
- Risks of changes in laws and regulations The laws and regulations related to membership passes (NFT) are fluid, and in the future, changes in laws, regulations, or policies may result in the prohibition, restriction, or strengthening of taxation of the grant of membership passes (NFT), restricting the possession or trading of membership passes (NFT), or making them less favorable than the current situation. This may lead to unexpected losses for users.
- Risks of types and quantities of membership passes (NFT) The company sells a limited number of membership passes (NFT) on its service, so users may not be able to purchase the membership pass (NFT) they want.
- Other risks When paying for the purchase of a membership pass (NFT), there is a risk that a third party may impersonate the company and display a fraudulent address to steal the ETH, MATIC, or other cryptocurrencies sent by the user.
The user shall bear the public charges, taxes or any other related public cost, imposed by the purchasing the membership pass (NFT). In addition, the user shall be responsible for confirming the type and amount of public charges imposed on the user.
The site and service are intended for users over the age of 18. If you are under 18 years old, please use this site with the consent of your guardian.
The User shall not engage in, but not limited, any of the following acts in connection with the use of the Service and the purchase of the Membership Pass (NFT):
- Acts that infringe on the intellectual property rights, portrait rights, privacy rights, reputation, or other rights or interests of the Company, other Users, or any third parties (including acts that directly or indirectly cause such infringement);
- Acts that use the data pertaining to the Membership Pass (NFT) for purposes other than self-use outside the blockchain (including acts that copy, provide to third parties, or use to create products on the data outside the blockchain);
- Acts that use cryptocurrency related to criminal proceeds to purchase the Membership Pass (NFT);
- Acts related to criminal acts or acts that are contrary to public order and morals;
- Acts that violate laws or internal regulations of the industry association to which the Company or the Player belongs;
- Acts of sending information that includes computer viruses or other harmful computer programs;
- Acts of tampering with information that can be used in connection with the Service and the Membership Pass (NFT);
- Acts of transferring or receiving the Membership Pass (NFT) to a third party by means other than those designated by the Company;
- Acts of impersonating another person or using another person's account to use the Game;
- Acts of creating multiple accounts;
- Acts of using programs that the Company does not authorize to interact with the software of the Service;
- Acts of decompiling, reverse compiling, disassembling, or reverse engineering the software used to provide the Service or the Membership Pass (NFT);
- Acts of modifying the Service or the Membership Pass (NFT);
- Acts that are likely to interfere with the operation of the Service by the Company;
- Other acts that the Company reasonably judges to be inappropriate.
The Company may suspend or interrupt the use of the Service in whole or in part without prior notice to the User in, but not limited, any of the following cases:
- When performing regular or emergency inspection or maintenance work on the computer systems related to the Service;
- When the computer, communication lines, etc. are stopped due to an accident;
- When the operation of the Service becomes impossible due to force majeure such as fire, power outage, natural disasters, etc.;
- When network problems arise in the handling of the Membership Pass (NFT) due to network problems such as rising GAS prices and transaction congestion;
- In other cases where the Company reasonably judges it necessary to suspend or interrupt.
The Company may terminate the provision of the Service or change the specifications of the Service at its own convenience.
The Company shall not be liable for any damages caused to the User as a result of measures taken by the Company under this Article.
The preparation and maintenance of the necessary equipment, such as smartphones, computers, software, and other devices, communication lines, and other communication environments, for using the Service shall be borne by the User at his or her own expense and responsibility.
The User shall take security measures, such as preventing computer virus infections, unauthorized access, and information leaks, at his or her own expense and responsibility, according to the User's use environment of the Service.
When the User installs software or downloads data in connection with the use of the Service, the User shall take sufficient care to prevent the loss, modification, or malfunction or damage of the User's information, and the Company shall not be liable for any such damage to the User.
The Membership Pass (NFT) is provided as is and to the extent available, and the Company makes no warranty whatsoever with respect to the Membership Pass (NFT), including its suitability for any particular purpose, commercial usability, completeness, or continuity.
The Company makes no warranty that the Membership Pass (NFT) itself or the possession and transfer of the Membership Pass (NFT) will not be subject to attack by viruses or other malicious third parties.
Even if the User obtains any information about the Membership Pass (NFT) directly or indirectly from the Company, the Company will not warranty the User beyond the scope of the Company's obligations expressly stipulated in this Agreement.
The Company makes no warranty that the Membership Pass (NFT) will meet the reliability, up-to-dateness, or flawlessness, or any other conditions that the User expects.
The Company makes no warranty that any system defects that may exist in the Membership Pass (NFT) will be corrected in the future.
The Company may issue additional Membership Pass (NFT) at its discretion, and the Company shall not be liable for any damage that may occur to the User in connection with such issuance.
All intellectual property rights (including, but not limited to, copyrights, patents, utility models, trademarks, designs, and other intellectual property rights, including the right to acquire such rights or to file for registration or other applications for such rights) in the Membership Pass (NFT) and in the creative works related to the Service (including images and videos associated with the Membership Pass (NFT), but not limited to them; hereinafter the same in this Article) belong to the Company, or to a person who has licensed the Company, or to a person who has published the project on the Company's Club, and the grant of the Membership Pass (NFT) under an individual contract does not mean the transfer or authorization of the intellectual property rights of the Company, or of a person who has licensed the Company, or of a person who has published the project on the Company's Club, in the Membership Pass (NFT) or in the creative works related to the Service. The User shall not engage in any act that may infringe the intellectual property rights of the Company, or of a person who has licensed the Company, or of a person who has published the project on the Company's Club, for any reason (including, but not limited to, decompiling, disassembling, and reverse engineering, but not limited to them).
The handling of personal information acquired by the Company through the User's use of the Service shall be governed by the privacy policy separately established by the Company. The User agrees to the Company's handling of personal information in accordance with the said privacy policy when using the Service.
In the event that the User causes damage to the Company or a third party in connection with the Usage Agreement, etc., the User shall be liable for such damage (including all damages, not limited to direct damages and ordinary damages, such as lost profits, loss of business opportunities, loss of data, interruption of business, indirect damages, special damages, consequential damages, and incidental damages).
In the event that the Company receives a claim or any other assertion of rights from a third party due to the User's acts in relation to the Membership Pass (NFT), the User shall, at the User's expense, promptly take necessary measures to prevent the Company from directly receiving such claim or assertion of rights.
The Company shall not be liable for any damages suffered by the User in connection with the Membership Pass (NFT). Even if the Company is liable for damages to the User due to the application of the Consumer Contract Law or other reasons, the Company's liability shall be limited to the amount equivalent to the Japanese yen actually received from the User, or the amount converted to Japanese yen at the exchange rate of the relevant cryptocurrency, based on the individual contract related to the damage.
Notwithstanding the foregoing, in the event that the User suffers damages in connection with the Membership Pass (NFT), if such damages are caused by the Company's breach of contract or tort, and if such damages are caused by the Company's intentional or gross negligence, the Company shall compensate for such damages.
The Company shall not be liable for breach of contract for the duration of the situation, in the event that the performance of the obligations under the Usage Agreement, etc. is delayed due to a situation beyond the Company's reasonable control (including fire, power outage, hacking, intrusion of computer viruses, earthquakes, floods, war, epidemics, trade embargoes, strikes, riots, inability to secure supplies and transportation facilities, or intervention by government authorities, but not limited to these).
The User may not, under any circumstances, terminate the Usage Agreement, etc., and request a refund of the Japanese yen or cryptocurrency, such as ETH, MATIC, that the User paid for the Membership Pass (NFT).
If the Company decides not to grant the Membership Pass (NFT) to the User, the Company may, at its discretion, return the Japanese yen or cryptocurrency already received by the Company to the User. In the case of payment in cryptocurrency, the Company may return the cryptocurrency by sending the User the same amount of cryptocurrency as the cryptocurrency received from the User, or by granting the User cryptocurrency that the Company deems to have a value equivalent to the amount equivalent to the exchange rate of the relevant cryptocurrency on the reference date.
If the User violates the Usage Agreement, etc., the Company may take measures, such as making the Membership Pass (NFT) granted to the User under the Usage Agreement, etc., functionless, or other measures that the Company deems appropriate at its discretion.
The Company may, without prior notice or demand, temporarily suspend the User's use of the Service, cancel the User's registration, and terminate the Usage Agreement, etc., in, but not limited to, any of the following cases:
- If the User violates any of the provisions of this Agreement;
- If it is found that there are false facts in the registration information;
- If the User used or attempted to use the Service for a purpose or method that could cause harm to the Company, other Users, or any third party;
- If the User obstructed the operation of the Service by any means;
- If the User became insolvent or unable to pay, or if a petition for bankruptcy proceedings, civil rehabilitation proceedings, or similar proceedings was filed;
- If the User received a notice of non-payment or uncollectibility on a promissory note or check issued or accepted by the User, or if the User received a suspension of trading at a clearinghouse or other similar measure;
- If a petition for attachment, provisional attachment, provisional disposition, compulsory execution, or auction was filed;
- If the User does not pass the eKYC process stipulated by the anti-money laundering and counter-terrorist financing (AML/CFT) laws and regulations.
- If the User received a tax delinquency disposition;
- If the User died or was subject to a guardianship, curatorship, or assistance proceeding;
- If the User has not used the Service for more than six months and has not responded to the Company's contact;
- If the User falls under any of the items of Article 3, paragraph 3;
- If the Company deems it inappropriate to continue the User's registration as a User for other reasons.
If any of the items of the preceding paragraph apply, the User shall immediately lose the benefit of the time limit for all debts owed to the Company and shall pay all debts to the Company immediately.
The Company shall not be liable for any damage caused to the User by the Company's actions under this Article.
Individual contracts that have already been concluded at the time the Usage Agreement ends shall remain valid until all debts under such individual contracts are fulfilled, unless such individual contracts are terminated separately, and shall be subject to the application of this Agreement to the extent thereof.
The Company may, without prior notice, immediately terminate the Usage Agreement for the future by notifying the User if it is found that the User or any agent or intermediary for the User in connection with the Usage Agreement (in this Article, including individual contracts and other contracts related to the Usage Agreement) is an anti-social force (meaning a group or individual that pursues economic benefits using violence, force, or fraudulent methods, including organized crime groups, organized crime members, quasi-organized crime members, organized crime-related companies, general meeting houses, and others. hereinafter the same).
In addition to the preceding paragraph, the Company may, without prior notice, immediately terminate the Usage Agreement for the future by notifying the User if it is found that any of the directors, auditors, employees, other members, shareholders, business partners, or consultants and advisors of the User is an anti-social force, or if the User is involved in any form of interaction or involvement with anti-social forces, such as providing financial support or otherwise cooperating or participating in the maintenance, operation, or management of anti-social forces.
The Company shall not be liable for any damages caused to the User by the termination under this Article.
In the Usage Agreement, "Confidential Information" means all information relating to the Company's technology, sales, business, finance, organization, and other matters (including information about the Membership Pass (NFT) and the Service), which the User has been provided or disclosed to, or has come to know, orally, in writing, or on other recording media, in connection with the Usage Agreement. However, the following shall be excluded from the Confidential Information:
- Information that was already publicly known or already known to the User when it was provided or disclosed by the Company or when it was learned;
- Information that became publicly known through publications or other means after it was provided or disclosed by the Company or after it was learned, for reasons beyond the User's control;
- Information that was lawfully obtained from a third party authorized to provide or disclose it without being subject to a confidentiality obligation;
- Information that was developed independently without the use of Confidential Information; and
- Information that the Company has confirmed in writing that it is not necessary to keep confidential.
The User shall use the Confidential Information only for the purchase of the Membership Pass (NFT) and shall not provide, disclose, or disclose the Company's Confidential Information to a third party without the Company's written consent.
The User shall, at any time upon termination of the Usage Agreement or upon request by the Company, promptly return or destroy the Confidential Information, as well as all copies of the Confidential Information contained in or included in any written or other recording media, in accordance with the Company's instructions.
The User shall not assign, pledge, or otherwise dispose of his or her position under the Usage Agreement or any rights or obligations under the Usage Agreement to a third party without the Company's prior written consent.
If the Company transfers the business related to the Membership Pass (NFT) or the Service to a third party (regardless of whether the transfer is a business transfer, a company split, or other form), the Company may transfer the position, rights, and obligations under the Usage Agreement, as well as information about the User and other information, to the transferee of such transfer, and the User hereby agrees to such transfer in advance.
The Usage Agreement constitutes the complete agreement between the parties to the Usage Agreement with respect to the matters contained in the Usage Agreement, and it shall prevail over any prior agreements, representations, or understandings between the parties with respect to the matters set forth in the Usage Agreement, whether oral or written.
If any provision of this Agreement or any part thereof is held to be invalid or unenforceable, the remaining provisions of this Agreement and the remaining parts of the provisions that are held to be invalid or unenforceable shall continue to be fully effective, and the parties to this Agreement shall endeavor to amend such invalid or unenforceable provision or part to the extent necessary to make it legal and enforceable, and to ensure that the purpose and legal and economic effects of such invalid or unenforceable provision or part are preserved.
Even if the Usage Agreement is terminated for any reason, the provisions of Articles 4, 5, 8 to 11, Article 13, paragraphs 3 and 4, Articles 14 to 21, paragraphs 2 to 4 of Article 22, paragraph 3 of Article 23, and Articles 24 to 29 shall remain in effect after the termination of the Usage Agreement. However, the provisions of Article 24 shall remain in effect for only five years after the termination of the Usage Agreement.
The governing law of the Usage Agreement shall be Japanese law, and any disputes arising out of or in connection with the Usage Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court as the first instance court.
In the event of any matter not provided for in this Agreement or any ambiguity in its interpretation, the parties shall consult with each other in good faith to resolve the matter in accordance with the provisions of the laws and customs, in addition to the provisions of the laws.
If you have questions or comments about this Clubs Site Terms of Service, please contact us at:
Frame00 inc,
Tokyo, Japan
The effective date of these Terms of Service is September 25, 2023