Article 1 (Purpose and Scope)

1. These Terms govern the rights and obligations between Company and all users utilizing the Services.
2. Guidelines, FAQs, policies, attachments, and supplementary provisions posted on our Sites (https://cloud.artx.com and https://artx.com) form part of these Terms. In case of discrepancies between these Terms and other external descriptions or guidelines, the provisions in these Terms shall prevail.
3. If any portion of these Terms conflicts with mandatory laws applicable in the country or region where Users reside, such mandatory laws shall prevail to the extent of the conflict, with the other provisions of these Terms shall remain fully effective.

Article 2 (Definitions)

In addition to terms defined elsewhere in these Terms, the following definitions apply:

1. User: Any legal entity or individual utilizing the Services, including:

   1. ArtX User: An individual utilizing the Services who registered according to our prescribed procedures.
   2. ArtXCloud Subscriber: A legal entity or individual that enters into a service contract for ArtXCloud Services, creates and maintains an ArtXCloud Account, and utilizes our provided functions.
   3. ArtXCloud User: An individual who uses the functions provided by us through ArtXCloud.
   4. Prospective Purchaser: An ArtX User expressing an intent to purchase Products through ArtX Marketplace.
   5. Purchaser: An ArtX User who has completed a purchase of Products through ArtX Marketplace.
2. ArtXCloud Account: An account required to use ArtXCloud, issued by Company to ArtXCloud Subscriber who enter into a service contract for ArtXCloud.
3. Product: An artwork (digital or physical) handled on ArtX Marketplace.
4. Artist: Creator of the Product.
5. Sites: Websites operated by Company (https://cloud.artx.com and https://artx.com, including related domains).
6. System: Hardware and software utilized by Company for operating and providing the Services.
7. Fee Plan: Pricing structures including monthly fees and additional feature fees set separately by Company for the use of ArtXCloud.
8. Handling Charge: Charges set by Company for listing and selling products on ArtX Marketplace, payable by ArtXCloud Subscribers.

Article 3 (Modification of Terms)

1. Company reserves the right to revise these Terms as necessary. In such cases, we will notify Users through reasonable means, including posting the revised Terms and effective date on the Sites.
2. Revised Terms become effective from the date specified by Company. Users will be deemed to have consented to the revised Terms upon the use of the Services after the effective date.

Article 4 (Privacy, Data Protection, Cookie Policy)

1. Company maintains separate "Privacy Policy" and "Cookie Policy" to protect Users' personal information. Users must agree to these policies to use the Services.
2. For Users located within the EU or other applicable jurisdictions, Company will take necessary measures (including executing Standard Contractual Clauses for data transfers) to comply with the General Data Protection Regulation (GDPR) and other applicable laws.
3. Company may analyze Users' interactions with our Sites using cookies. Details are available in our Cookie Policy on the Sites.
4. Company may use information input by Users and data on their site usage to improve and modify the Services, to which Users hereby consent.

Article 5 (Exclusion of Anti-Social Forces)

1. Users represent and warrant that neither they nor their officers or employees are currently, nor have been within the past five years, members of organized crime groups, related entities, or other anti-social forces (“Anti-Social Forces”), and that they will remain so.
2. Company may immediately suspend usage of the Services or terminate any contracts with Users without notice if it determines that Users violate the preceding representation.

Article 6 (Registration of ArtX Users)

1. Those wishing to use the Services must register as ArtX Users by entering required details on the Sites. A marketplace usage agreement ("Marketplace Agreement") becomes effective upon submission from the confirmation page of application details.
2. Applicants must accept these Terms prior to submitting their application for registration. We deem Users’ submission of application as their acceptance of these Terms.

3. Company may refuse or cancel registration if the applying User:

   1. Provides false or incomplete information;
   2. Is found to be fictitious;
   3. Is found to be previously registered;
   4. Has previously had their use of the Services suspended;
   5. Is a minor or legally incapacitated person without his/her guardian’s consent;
   6. Is identified as having ties with Anti-Social Forces; or
   7. For other reasons by which Company deems inappropriate.

Article 7 (Changes in Registered Information)

1. Users must promptly inform Company of any changes or corrections to registered information, including name/tradename, address, email, and other pertinent details.
2. Company is not responsible for any damages incurred due to Users' failure to notify changes unless there is a cause attributable to Company.

Article 8 (No Assignment)

1. Title of User under the service usage agreements of the Services cannot be inherited, except for existing receivables and debts.
2. Without Company’s prior consent, Users may not transfer, assign, or pledge their titles, rights and obligations under the service usage agreements.

Article 9 (Password Management)

1. Users are solely responsible for managing and securely storing their passwords and login email addresses. Sharing, lending, transferring, or selling such credentials to third parties is prohibited.
2. Company will not be liable for damages arising from insufficient management or third-party use of passwords or login email addresses unless there is a cause attributable to Company.
3. Actions conducted using a User's password and/or login email address will be deemed actions of that User.

Article 10 (Suspension of Service Usage)

1. Company may suspend a User's use of all or part of the Services or delete an ArtX User's registration without prior notice if the User violates these Terms and fails to remedy the violation within a reasonable period after receiving a correction request, or if Company determines the usage to be inappropriate.
2. Company bears no responsibility for damages arising from suspension of use of all or part of the Services or deletion of registration as provided in the preceding paragraph.

Article 11 (Temporary Suspension of Services)

1. Company is not obligated to continuously provide the Services. Users acknowledge in advance that Company may temporarily suspend the Services under any of the following circumstances:

   1. Periodic maintenance and repairs of the System.
   2. Natural disasters, power outages, or other force majeure events.
   3. Communication line disruptions.
   4. Failures or malfunctions of hardware and software comprising the System.
   5. Unauthorized third-party access to the System, including attacks by computer viruses.
   6. Implementation of security measures on servers used by the System.
   7. Difficulties in providing the Services due to compliance with laws, regulations, or administrative dispositions.
2. Company shall not be liable for any damages incurred by Users due to suspension under the preceding paragraph unless caused by intentional misconduct or negligence by Company.

Article 12 (Termination of Website Operation and Services)

1. Company reserves the right to terminate the operation of Sites and provision of Services with reasonable advance notice, or without notice under unavoidable circumstances.
2. If Services are terminated, Company will refund only to Users who do not utilize the Services for business, the amount equivalent to the duration after the termination of the fees already paid by Users, on a pro-rata basis.

Article 13 (Disclaimer)

1. Company’s liability is limited to operating Services with reasonable efforts, and we are not liable for suitability for any specific purpose and provide no guarantee.
2. Company is not responsible for damages or disadvantages incurred due to Users' violations of these Terms.
3. Users are responsible for preparing necessary hardware, software, and network environments for using Services. Company will not be liable for damages arising from such preparations.
4. Company’s liability for damages arising from the provision of Services is limited to cases of intentional or gross negligence. Notwithstanding foregoing, if User does not utilize the Services for business purposes, Company will compensate for the damage caused by our slight negligence up to the amount paid by the User for the past three months (if there is no payment from the User, JPY50,000).

Article 14 (Limitation of Liability)

In case Company is liable for damages incurred to Users for any reason including our breach of these Terms, our liability is limited to direct and ordinary damages. Under any circumstances, Company bears no responsibility for any other damages, including special damages, indirect damages, or lost profits.

Article 15 (Governing Law)

1. These Terms shall be governed by and construed in accordance with the laws of Japan, regardless the conflict-of-law principles.

Article 16 (Jurisdiction)

Tokyo District Court shall have exclusive jurisdiction in the first instance for disputes arising from these Terms or the Services. Provided however, another court may have jurisdiction according to the laws of the User's residence.

Article 17 (Overview of ArtXCloud)

1. ArtXCloud (hereinafter referred to as "Cloud Service") is a SaaS platform enabling galleries, collectors, and others to comprehensively manage artworks, customers, transactions, and inventory information.

2. The Cloud Service provides functionalities including the following. Details of available functionalities are specified on Fee Plan (https://cloud.artx.com/en/pricing):

   1. Inventory and Artwork Management: Registration of basic artwork information (title, artist, creation year, medium, etc.), updating artwork information including exhibition status and restoration history, tracking and authentication of limited-edition artwork numbers, inventory registration and management, and artwork catalog creation.
   2. Customer Management: Customer registration, profile management, purchase history tracking, and purchase preference analysis.
   3. ArtXCloud User Management: Invitation for ArtXCloud Users, management of their usage authorities, and access control for invitees.
   4. Anti-Money Laundering ("AML") Measures: Customer identity verification ("KYC") in coordination with third-party service providers, risk assessment, detection and reporting of suspicious transactions, and management of regulatory reporting.
   5. ArtX Marketplace Listing Functionality: Listing and selling artworks on the ArtX Marketplace.
3. Company reserves the right, at its discretion, to modify, add, or remove functionalities provided through Cloud Service, including those specified above.

Article 18 (ArtXCloud Account Creation)

1. Those wishing to use the Cloud Service shall apply by submitting the ArtXCloud application form prescribed by Company. Cloud Service usage agreement (hereinafter the "Cloud Service Agreement") takes effect upon Company's receipt of the application form.
2. ArtXCloud Subscribers who have entered into Cloud Service Agreement as provided in the preceding paragraph may use Cloud Service through their ArtXCloud Accounts.

Article 19 (ArtXCloud Users)

1. ArtXCloud Subscriber shall designate an ArtXCloud User and grant administrative authority, including the authority to invite new members (hereinafter referred to as "Administrator User"). Administrator User may invite users to use the ArtXCloud Account under his/her administrative authority according to the Fee Plan selected by ArtXCloud Subscriber.
2. Administrator User and Invited Users (excluding those already registered as ArtX Users) must agree to these Terms and register as ArtX Users with the information prescribed by Company.
3. Administrator Users can restrict ArtXCloud Users' authority by setting the scope of use within the ArtXCloud Account under their administrative authority. Regardless of the granted authority, all actions conducted by ArtXCloud Users within the ArtXCloud Subscriber's account shall be deemed actions by the ArtXCloud Subscriber and have effects attributable to ArtXCloud Subscriber.
4. Administrator Users may revoke invitation to ArtXCloud Users. Revoked ArtXCloud Users will lose access to the ArtXCloud Subscriber's account but retain their status as ArtX Users.

Article 20 (AML/KYC Functionality)

1. Company provides functionality related to AML and KYC compliance (hereinafter referred to as "AML/KYC Functionality") in coordination with third-party services.
2. ArtXCloud Subscribers are responsible for appropriately implementing customer identity verification and transaction monitoring through AML/KYC Functionality, applying a risk-based approach as stipulated by applicable laws.
3. ArtXCloud Subscribers must separately agree to the terms of service and privacy policies of third-party service providers to use AML/KYC Functionality.
4. Company may share with third-party service providers transaction information between ArtXCloud Subscribers and their customers provided by ArtXCloud Subscribers, either for purposes of providing AML/KYC Functionality under the Cloud Service Agreement, our compliance with laws, or when deemed necessary. ArtXCloud Subscribers shall consent to such sharing.
5. Company merely provides ArtXCloud Subscribers with access to AML/KYC Functionality offered by third-party services and bears no responsibility for the verification results from customer identity checks or transaction monitoring provided by such functionality. Company is not responsible for ArtXCloud Subscribers’ implementing compliance procedures based on the verification results through AML/KYC Functionality conducted by ArtXCloud Subscribers. Company does not guarantee the accuracy, completeness, or legality of verification results and does not assume any obligation to perform AML/KYC or compliance reporting obligations on behalf of ArtXCloud Subscribers. ArtXCloud Subscribers are solely responsible for ensuring their compliance.

Article 21 (Artist Contract Management)

1. Contracts regarding artwork handling and copyright or other rights that ArtXCloud Subscribers entered with artists (hereinafter referred to as "Artist Contracts") are agreed upon between the parties involved. Company does not concern itself in the content and terms of Artist Contracts.
2. If a dispute arises between an ArtXCloud Subscriber and an artist concerning an Artist Contract, ArtXCloud Subscriber shall resolve the dispute under its own responsibility.

Article 22 (Data Protection and Backup)

1. Ownership and copyright of data, including artwork information, customer lists, and transaction histories, stored by ArtXCloud Users on Cloud Service (hereinafter referred to as "User Data"), belong to ArtXCloud Subscribers. Company handles User Data only to the extent necessary for operating Cloud Service.
2. Company regularly backs up User Data to prevent data loss or alteration but does not guarantee completeness. ArtXCloud Subscribers are advised to independently back up important data.
3. When ArtX Users reside in the EU or User Data includes personal information from within the EU region, Company may use enhanced data protection environments.

Article 23 (Usage Fees)

1. Usage fees for Cloud Service include initial fees presented by Company and designated in Fee Plan detailed separately by Company on the Sites (https://cloud.artx.com/en/pricing). Available functionalities and support vary by subscription plan.
2. When revising or introducing new Fee Plans, Company will notify Users with reasonable advance notice. Users continuing to use the Cloud Service after a specified date are deemed to have consented to the revised fees, which will apply from the specified date onward.

Article 24 (Payment)

1. Fees for the Cloud Service must be paid using credit cards accepted by Company.
2. ArtXCloud Subscribers must pay the total fee for the selected subscription period upon registration or renewal, charged to the designated credit card.
3. If an ArtXCloud Subscriber delays payment, Company may charge delinquency interest at an annual rate of 14.6% from the day following the payment due date until the day preceding payment completion and may suspend Cloud Service provision.

Article 25 (Changes and Cancellation by ArtXCloud Subscriber)

1. The subscription period for Cloud Service corresponds to the duration selected by the ArtXCloud Subscriber at registration. Unless ArtXCloud Subscriber or Company notifies non-renewal one month prior to expiration, Cloud Service Agreement will automatically renew for the same duration upon expiration and subsequently thereafter.
2. ArtXCloud Subscribers may request changes to selected fee plan or subscription period at least one month prior to expiration through the method prescribed by Company. Changes take effect after then effective subscription period at the time of change ends.
3. To cancel Cloud Service Agreement, ArtXCloud Subscribers must submit a cancellation request according to the method designated by Company. Cancellation becomes effective upon Company's approval. Cancellation does not affect ArtXCloud User's status as an ArtX User.
4. Due to the SaaS nature of Cloud Service, prepaid fees generally are non-refundable upon cancellation before expiration of the effective subscription period. However, if special rights are granted to ArtXCloud Subscribers by applicable law, prepaid fees for months following the month of cancellation request may be refunded.
5. Upon cancellation, ArtXCloud Subscribers shall forfeit the benefit of time and must immediately settle all obligations owed to Company.

Article 26 (Cloud Service Suspension)

1. Company may immediately suspend or terminate the ArtXCloud Account, cancel the Cloud Service Agreement, or temporarily suspend Cloud Service without prior notice if ArtXCloud Subscriber:
2. 1. is filed by the third party seizure, provisional seizure, provisional disposition, compulsory execution or auction or become subject to disposition for failure to pay taxes;
   2. files or is filed by the third party bankruptcy proceedings, civil or company rehabilitation, special liquidation and other equivalent procedure;
   3. becomes insolvent
   4. default payment of Cloud Service usage fee and no payment is made exceeding one month from the due date; or
   5. has other reasons deemed inappropriate by Company.
3. In such cases, ArtXCloud Subscriber must immediately fulfill all obligations and compensate Company for all incurred damages.
4. In cases provided in paragraph 1 above, cancellation of registration, termination or temporary suspension related to Cloud Service Agreement will simultaneously affect cancellation of registration, termination or temporary suspension related to Marketplace Agreement with such ArtXCloud Subscriber.

Article 27 (Post-Termination Measures)

1. Upon Cloud Service Agreement termination for any reason, Company may delete User Data without prior notice.

Article 28 (Overview of Marketplace)

1. ArtX Marketplace (hereinafter referred to as "Marketplace") is an online platform where ArtXCloud Users can list artworks for sale through their ArtXCloud Accounts, and ArtX Users can purchase those artworks.
2. Company provides platform operations and payment processing methods, but sales contracts are directly established between the listing ArtXCloud Subscribers and the purchasing ArtX Users. Company is not a party to these sales contracts.

Article 29 (Purchasing on the Marketplace)

Only ArtX Users registered as prescribed by Company before applying for purchases can purchase Products on Marketplace.

Article 30 (Listing)

1. ArtXCloud Users list Products for sale on Marketplace by providing information such as the Artist's name, artwork title, digital images, price, delivery location, and shipping cost responsibilities.
2. ArtXCloud Users may withdraw listings through operations within their ArtXCloud Accounts.
3. ArtXCloud Subscribers grant Company a royalty-free, non-exclusive license to use, modify, and remove content, including texts, images, and other data provided in connection with listings, to the extent necessary, including for provision of services or functionalities of Marketplace, construction, improvement or maintenance of System.

Article 31 (Transaction Formats)

1. Products shall be sold on the Marketplace through one of the following formats:

   1. Immediate Purchase Flow: Sale to the first Prospective Purchaser who applies after listing.
   2. Lottery Purchase Flow: ArtXCloud User selects a Purchaser from applicants who apply within a designated lottery period.
   3. Purchase Request Flow: ArtXCloud User selects a Purchaser from applicants without a defined application period.
   4. Entry Flow: ArtXCloud User accept the sale to the highest bidder in an auction conducted on Marketplace.
2. ArtXCloud Users must select one format at the listing. Changes to the transaction format after listing immediately reflect on Marketplace upon ArtCloud User’s operation, provided it cannot be changed when a purchase application from an ArtX User has already been received before such an operation.

Article 32 (Sales Contract)

1. Prospective Purchasers shall carefully review product descriptions, images, and prices before applying to purchase.
2. The sales contract is established between ArtXCloud Subscriber and Purchaser upon ArtXCloud User's acceptance of Prospective Purchaser’s application.
3. ArtXCloud Subscribers authorize Company to receive payment for Products, and Purchasers must make payment through one of credit cards designated by Company simultaneously with conclusion of the sales contract.
4. ArtXCloud Subscribers must promptly deliver Products upon receiving payment.

Article 33 (Charges)

1. ArtXCloud Subscribers must pay Charges and credit card processing fees to Company according to their selected Fee plan (https://cloud.artx.com/en/pricing) upon successful transactions.
2. Company deducts applicable Charges and fees from payments received and remits the balance to ArtXCloud Subscribers.
3. With respect to the tax treating related to the sales, including consumption tax and value added taxes, ArtXCloud Subscribers are responsible for confirming the applicable tax regulations and appropriate filing and paying taxes. Ultimate responsibility for filing and paying taxes is attributable to ArtXCloud Subscriber.

Article 34 (Deposits)

1. In Lottery Purchase Flow, Company may collect a deposit from Prospective Purchasers upon application if stipulated by ArtXCloud User.
2. Deposits apply toward the Product price upon ArtXCloud User’s acceptance of application by notifying a selected Prospective Purchaser of winning (hereinafter referred to as “Winner”). Winner must pay any difference between the deposit and the Product price.
3. If Winner fails to pay by the deadline, the deposit is forfeited as a penalty, Company remits to ArtXCloud Subscriber the amount deducting applicable Charges and fees. Deposits are similarly forfeited even if Winner withdraws their application after the notification and ArtXCloud Subscriber agrees to it.
4. Deposits are returned to Prospective Purchasers if no sales contract is established with Prospective Purchaser or if the listing is withdrawn after ArtXCloud User’s notification to Prospective Purchasers or withdrawal of listing.

Article 35 (Delivery)

1. ArtXCloud Subscriber and Prospective Purchaser must agree on delivery conditions, including value, location, shipping arrangements, and insurance coverage, prior to completing sales contract.
2. Company bears no responsibility regarding delivery of Products.

Article 36 (Purchaser Rights, Cancellations, Returns)

1. Purchasers may arrange returns and refunds in consultation with ArtXCloud Subscribers if the received Products have defects or differ from descriptions, subject to ArtXCloud Subscriber's policy disclosed prior to sale (unless otherwise mandated by applicable law).
2. Notwithstanding the foregoing, Purchasers may invoke statutory cancellation rights, if any, such as consumers’ rights during the cooling-off periods under EU Consumer protection laws. Company may provide reasonable support for coordination, but ultimate responsibility resides with ArtXCloud Subscribers and Purchasers.
3. Return and refund methods are agreed upon between ArtXCloud Subscriber and Purchaser. Company does not refund collected Charges and fees in cases of returns or refunds.

Article 37 (Artist’s Rights)

1. ArtXCloud Subscribers must properly manage copyrights and other intellectual property rights for listed and sold Products in Marketplace, ensuring product image displays and guarantee that they hold authorities to sell Products to Purchasers. ArtXCloud Subscribers shall provide documentation proving their authorities, such as contract with Artist creating the Products, as required.
2. Any disputes regarding intellectual property rights or royalty calculations among Artists, ArtXCloud Subscribers or Purchasers shall be settled among the concerned parties, and Company is not responsible for dispute resolution.

Article 38 (Transaction Risk Review)

1. ArtXCloud Subscribers must independently conduct AML/KYC investigations and assess transaction-related risks before concluding sales contracts regarding the transactions on Marketplace at their own responsibilities.
2. If ArtXCloud Subscribers use AML/KYC Functionality for investigation on Prospective Purchasers, the requested Prospective Purchasers must decide whether to accept the request, and if they choose to accept, agree to terms and privacy policies of third-party service providers and provide information.
3. Company may conduct AML/KYC investigations in collaboration with third-party providers and notify concerned parties to the transaction of outcomes as necessary.
4. Company may share information provided from Users with third-party service providers for investigation purposes provided in the preceding paragraph, if required by law or deemed necessary, and Users shall consent to this.
5. Based on results of investigation provided in paragraph 3 above, Company may cancel transactions, revoke Marketplace registrations, or terminate Marketplace Agreements including removal of listings. Company bears no liability for damages from such actions unless attributable to its negligence.

Article 39 (International Transactions)

1. ArtXCloud Subscribers and Purchasers bear responsibilities for customs duties, import/export regulations, and associated procedures related to the international transactions. Company will not carry out procedures nor payment of customs duties on behalf of them.
2. Company does not guarantee that ArtXCloud Subscribers and Purchasers comply with local laws or their acquisition of necessary permits related to international transactions. Such responsibilities are solely on ArtXCloud Subscribers and Purchasers.

Article 40 (Prohibited Activities)

1. Users must refrain from prohibited activities, including:

   1. Violations of laws or public morals.
   2. Listing Products infringing or has a risk of infringing third-party rights (stolen or counterfeit goods).
   3. Actions imposing excessive load on servers of Company or third party or unauthorized access.
   4. Providing false or misleading information.
   5. Evading payments of Charges.
   6. Other inappropriate actions determined by Company.
2. If Company determines a Product may fall subsection (2) above, ArtXCloud Subscriber must provide evidence of legitimacy. If proof is not provided by deadline set by Company, Company may remove the listing of such Product and demand cessation of sales to ArtXCloud Subscriber. Non-compliance may result in sharing information with Prospective Purchasers and suspending ArtXCloud Subscriber’s use of Marketplace.

Article 41 (Marketplace Service Suspension)

1. Company may immediately revoke Marketplace registration, terminate Marketplace Agreement or suspend Marketplace usage if ArtXCloud Subscribers, Purchasers or Prospective Purchasers (hereinafter collectively referred to as “Marketplace Users”) violate paragraph 1 of Article 26 or paragraph 1 of Article 40 without prior notice.
2. Marketplace Users must promptly settle all obligations and compensate Company for all damages incurred by the action provided the preceding paragraph. Company may offset amounts with deposits, if received.

Article 42 (Termination of Marketplace Agreement)

1. ArtX Users may terminate Marketplace Agreements anytime by notifying Company through prescribed methods. ArtXCloud Subscribers may also terminate Marketplace agreements which simultaneously terminate Cloud Service Agreements. Provided, however, if there are pending rights and obligations related to transactions, such as unsettled payment, uncompleted delivery of Products, and pending negotiation of return or refund, termination of Marketplace Agreement shall be suspended until such ongoing transactions are completed or cancelled.
2. Upon termination, debts and credits shall be treated as provided in paragraph 2 of the preceding Article. Company may immediately suspend or delete the listing of Products by terminating ArtXCloud Subscribers. Company is not obliged to return information or data provided by Marketplace Users in connection with the registration and listing.
3. If transactions or negotiations are ongoing at the time of termination, Company may notify concerned parties of the fact of termination of Marketplace Agreements. Parties shall settle any subsequent damages incurred from such termination, and Company is not involved in such disputes between parties.

Article 43 (Marketplace Closure)

1. Notwithstanding the provision of paragraph 2 of Article 10 above, if Company suspends the provision of services of Marketplace and closes Marketplace, provisions of paragraph 2 and 3 of preceding Article shall apply.

Article 44 (No Warranty)

1. Company provides no warranty concerning product information or transactions in Marketplace.
2. Disputes between Marketplace Users related to usage of Marketplace shall be resolved independently between them. Company is not liable for any damage, except as legally required.