Terms and Conditions

Article 1: Scope of Application

  1. These Terms and Conditions govern the rights and obligations between the CoinDirect Community (hereinafter referred to as “the Community”) and registered users in relation to the use of the CoinDirect services (hereinafter referred to as “the Service,” with the specific details defined in Article 2, Clause 12). These Terms and Conditions apply to all relationships concerning the use of the Service between registered users and the Community. However, until the Community operates autonomously, Blockchain Lock Inc. (hereinafter referred to as “BCL”) will support and take a leading role in its operations.
  2. The rules, regulations, and other provisions (including the Privacy Policy) concerning the Service, as published from time to time on the Community website, etc. (defined in Article 2, Clause 5), form an integral part of these Terms and Conditions. Additionally, registered users shall use the Service by utilizing devices sold under the name “CoinDirect” by the Community, and such use shall also be subject to the provisions of the “Terms and Conditions of Sale and Use” in addition to these Terms and Conditions.

Article 2: Definitions

The terms used in this Agreement, including these Terms of Use (“the Agreement” as defined in Clause 13 of this Article), shall have the following meanings:

  1. “External SNS Services” refers to services provided by entities other than the Community, such as Facebook, which include functions for user authentication, disclosure of friendships, and content publication within such networks, and are utilized in the execution of the Service.
  2. “External SNS Operators” refers to the providers of External SNS Services.
  3. “External SNS Terms of Use” refers to the terms and conditions that govern the relationship between registered users and External SNS Operators.
  4. “Intellectual Property Rights” refers to copyrights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including rights to apply for or register such rights).
  5. “Community Website, etc.” refers to the website operated by the Community with the domain name https://coindirect.online (including any modifications to the domain or content of the website, regardless of the reason) and any applications released or to be released in the future by the Community (including, but not limited to, iOS and Android versions).
  6. “Applicant” refers to the person defined as the “Applicant” in Article 3.
  7. “Registration Information” refers to the information defined as “Registration Information” in Article 3.
  8. “Registered User” refers to individuals or entities registered as users of the Service in accordance with Article 3.
  9. “Anti-Social Forces” refers to any of the following:
    • Organized crime groups, as defined in the Act on Prevention of Unjust Acts by Organized Crime Group Members.
    • Groups subject to measures under the Act on the Regulation of Organizations that Have Committed Acts of Indiscriminate Mass Murder.
    • Entities engaged in adult entertainment or related special businesses as defined by applicable laws.
    • Individuals who intimidate or disrupt personal or business peace.
    • Groups or individuals engaged in improper or violent acts against companies.
    • Entities engaged in money laundering or similar crimes under applicable laws.
    • Collection restrictions or individuals involved in habitual violent acts.
    • Entities contrary to public order or good morals.
    • Individuals or entities under anti-money laundering or anti-terrorism regulations applicable outside Japan.
    • Any entities equivalent to the above.
  10. “Laws, etc.” refers to laws, ordinances, government regulations, notices, rules, orders, local laws, administrative guidance, and other legal norms.
  11. “The Service” refers to the stablecoin payment services provided by the Community (including any modifications to the service name or content for any reason).
  12. “This Agreement” refers to the comprehensive agreement for the use of the Service formed between the Community and Registered Users in accordance with Article 3, Clause 4, including these Terms of Use and any other applicable rules or regulations (including the Privacy Policy).

Article 3: Registration

  1. Any individual or entity wishing to use the Service (hereinafter referred to as the “Applicant”) may apply for registration to use the Service by agreeing to comply with this Agreement and providing certain information specified by the Community (hereinafter referred to as “Registration Information”) in a manner prescribed by the Community.
  2. The registration application under the preceding clause must be submitted directly by the individual or entity intending to use the Service, and applications submitted by representatives will not be accepted unless expressly approved by the Community. Furthermore, the Applicant must provide true, accurate, and up-to-date information when applying for registration.
  3. Upon receiving an application for registration from the Applicant, the Community will determine, based on its own criteria, whether to approve the registration. If the Community approves the registration, it will notify the Applicant, and the registration will be deemed complete upon such notification.
  4. Upon completion of registration as specified in the preceding clause, this Agreement will be deemed concluded between the Registered User and the Community, and the Registered User will gain access to use the Service in the manner prescribed by the Community.
  5. The Community reserves the right to reject any registration application submitted under Clause 1 if it determines that the Applicant meets any of the following conditions:
    • If there is a risk that the Applicant may violate this Agreement.
    • If any part of the Registration Information provided to the Community contains falsehoods, inaccuracies, or omissions.
    • If the Applicant has previously had their registration for the Service canceled.
    • If the Applicant is a minor, an adult ward, a person under curatorship, or a person under assistance and has not obtained the consent of their legal representative, guardian, curator, or assistant.
    • If the Applicant is an Anti-Social Force or is determined by the Community to have any association or interaction with Anti-Social Forces, such as through funding or other cooperation.
    • If the Applicant is deemed by the Community to be operating a service identical or similar to the Service.
    • If the Community determines that the continued provision of the Service to the Applicant would be unreasonably difficult.
    • If the Applicant cannot receive emails or SMS messages from the Community.
    • If the Community otherwise determines that registration is inappropriate.

Article 4: Changes to Registration Information

Registered Users must promptly notify the Community of any changes to their Registration Information using the method prescribed by the Community and submit any required documents requested by the Community.

Article 5: Management of Passwords and User IDs by Registered Users

  1. Registered Users are responsible for managing and securely storing their passwords and user IDs. They must not allow third parties to use them or engage in actions such as lending, transferring, changing the name, or selling them.
  2. Registered Users bear full responsibility for any damages caused by inadequate management, misuse, or use by third parties of their passwords or user IDs. The Community assumes no liability for such incidents.
  3. If a password or user ID is stolen or discovered to be used by a third party, the Registered User must immediately notify the Community and follow any instructions provided by the Community.

Article 6: Fees and Payment Methods

  1. The Service will be provided free of charge for the time being. However, a small fee may be charged to Registered Users to support the maintenance and operation of the system and community. The introduction or modification of fees will be determined through a vote within the Community and implemented based on the outcome. Until the decision-making process is fully established, BCL will temporarily assist in decision-making.
  2. Fee payments will be executed automatically through a smart contract when Registered Users make payments using stablecoins. The specified fee rate or fixed amount will be transferred to the Community’s wallet using the same stablecoin utilized for the transaction. This ensures that seller-side Registered Users can pay fees without any additional procedures.
  3. To facilitate fee payments through the smart contract, Registered Users are required to provide an accurate wallet address to the Service and network. However, no additional personal information is necessary.

Article 7: Use of the Service

  1. Registered Users may use the Service during the term of this Agreement, within the scope of its purpose, and in compliance with this Agreement, following the methods prescribed by the Community.
  2. Registered Users are responsible, at their own expense and liability, for preparing and maintaining the necessary computers, software, other equipment, communication lines, and other communication environments required to access the Service.
  3. Registered Users shall implement security measures at their own expense and responsibility to prevent computer viruses, unauthorized access, and information leaks, tailored to their specific Service usage environment.

Article 8: Prohibited Conduct

  1. Registered Users are prohibited from engaging in any of the following actions when using the Service. If the Community requests an explanation regarding suspected prohibited conduct and the Registered User fails to provide a reasonable explanation within the specified period, the Community may deem that the Registered User has engaged in the prohibited conduct listed below:
    • Infringing on the intellectual property rights, portrait rights, privacy rights, honor, or other rights or interests of the Community, other Registered Users, External SNS Operators, or other third parties (including, but not limited to, inappropriate communications via email, the Community Website, etc., and actions that directly or indirectly cause such infringements).
    • Engaging in criminal acts or acts contrary to public order and morality.
    • Transmitting obscene or harmful content to minors.
    • Sending information related to romantic or dating relationships.
    • Violating laws, regulations, internal rules of industry associations to which the Community or Registered Users belong, agreements with third parties (including space owners), or space management regulations.
    • Transmitting information containing computer viruses or other harmful computer programs.
    • Altering information that can be accessed through the Service.
    • Transmitting data exceeding the specified data capacity set by the Community through the Service.
    • Engaging in actions that may disrupt the operation of the Service by the Community (including, but not limited to, causing inconvenience to the Community or other Registered Users).
    • Conducting or soliciting direct transactions without using the Community Website, etc.
    • Using the Community Website, etc., to direct other Registered Users or third parties to other websites for personal or third-party business purposes.
    • Disclosing or demanding disclosure of personal information of other Registered Users.
    • Compromising the transparency or integrity of the review system (including, but not limited to, posting fraudulent or inappropriate reviews, coercing or threatening the counterparty into posting a review, posting personal information about the counterparty in reviews, manipulating review content, offering monetary compensation or incentives for posting or deleting reviews, impersonating users for fake reviews, and posting reviews for commercial purposes).
    • Engaging in any other actions deemed inappropriate by the Community.
  2. If the Community determines that the actions of a Registered User, such as sending information through the Service or registering information on the Community Website, fall under or are likely to fall under any of the prohibited actions listed in the preceding clause, the Community may, without prior notice to the Registered User, take necessary actions such as canceling the registration or implementing other measures deemed necessary. The Community shall bear no responsibility for any damages incurred by the Registered User as a result of such measures.
  3. The measures taken by the Community under the preceding clause shall not preclude the Community from separately seeking damages under Clause 1 of Article 13.

Article 9: Suspension of the Service

  1. The Community may suspend or interrupt all or part of the Service without prior notice to Registered Users in any of the following cases:
    • When regular or emergency inspections or maintenance work is performed on the computer systems related to the Service.
    • When computers, communication lines, or other systems are interrupted due to accidents.
    • When the operation of the Service becomes impossible due to force majeure events, such as fire, power outages, or natural disasters.
    • When External SNS Services experience issues such as troubles, suspension or termination of service, discontinuation of integration with the Service, or specification changes.
    • When it becomes difficult to provide the Service due to failures in the equipment necessary for its operation.
    • When the Community determines that the suspension or interruption of the Service is necessary for other reasons.
  2. The Community reserves the right to terminate the provision of the Service at its own discretion. In such cases, the Community will notify Registered Users in advance.
  3. The Community assumes no responsibility for any damages incurred by Registered Users as a result of the measures taken under this Article.

Article 10: Intellectual Property Rights

  1. Ownership and intellectual property rights related to the Community Website and the Service belong exclusively to the Community or its licensors. Registered Users acknowledge that their permission to use the Service, granted under this Agreement, does not constitute a license to use the intellectual property rights associated with the Community Website or the Service. Registered Users agree not to infringe or attempt to infringe the intellectual property rights of the Community or its licensors for any reason (including, but not limited to, disassembling, decompiling, or reverse engineering).
  2. Any text, images, videos, or other data posted or transmitted by Registered Users on the Community Website or through the Service may be freely used by the Community, without compensation, for any purpose, including reproduction, duplication, modification, sublicensing to third parties, and other uses.

Article 11: Cancellation of Registration

  1. The Community reserves the right to temporarily suspend the use of the Service by a Registered User, cancel their registration, or prohibit their use of the Service without prior notice or demand if the Registered User falls under any of the following conditions:
    • If the Registered User violates or is at risk of violating any provision of this Agreement.
    • If it is discovered that false information was provided in the Registration Information.
    • If the Registered User uses or attempts to use the Service in a manner or for a purpose that may harm the Community, other Registered Users, External SNS Operators, or other third parties.
    • If the Registered User violates the External SNS Terms of Use or is otherwise unable to receive services or integrations from External SNS Operators.
    • If the Registered User disrupts the operation of the Service by any means (including causing inconvenience to the Community or other Registered Users).
    • If the Registered User suspends payments, becomes insolvent, or files for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or similar proceedings.
    • If the Registered User issues or accepts a bill or check that is dishonored, or faces equivalent measures for electronic receivables.
    • If the Registered User is subject to seizure, provisional seizure, provisional disposition, compulsory execution, or auction.
    • If the Registered User faces penalties for non-payment of taxes or public dues.
    • If the Registered User dies or becomes subject to a ruling for guardianship, curatorship, or assistance.
    • If the Registered User falls under any of the conditions specified in Article 3, Clause 5.
    • If the Registered User has not used the Service for six months or more and fails to respond to communications from the Community.
    • If the Registered User enters into or solicits a business outsourcing contract for matters related to the Service directly with other Registered Users or individuals who were Registered Users within the past five years, without using the Service (except with prior approval from the Community).
    • If the Community deems the continuation of the Registered User’s registration to be inappropriate for any other reason.
  2. In the event that a Registered User falls under any of the conditions listed in the preceding clause, they shall lose the benefit of time for any debts owed to the Community and must immediately pay all outstanding debts.
  3. The Community assumes no liability for any damages incurred by the Registered User as a result of actions taken by the Community under this Article.
  4. Registered Users may cancel their registration by notifying the Community at least one month in advance using the method specified by the Community.
  5. If the registration of a Registered User is canceled under this Article, the Registered User shall, as instructed by the Community, return, dispose of, or otherwise handle any software, manuals, or other materials provided by the Community related to the Service.

Article 12: Disclaimer of Warranties and Limitation of Liability

  1. The Community does not guarantee that the software or network services related to the Service will operate without interruption or malfunction, either now or in the future. Furthermore, the Community makes no guarantees regarding the suitability, commercial utility, completeness, or continuity of the Service for specific purposes. Even if a Registered User obtains information directly or indirectly from the Community regarding the Service or other Registered Users, the Community provides no warranties beyond what is stipulated in this Agreement.
  2. While the Service may integrate with External SNS Services, the Community does not guarantee such integration. The Community assumes no responsibility if integration with External SNS Services is unavailable through the Service.
  3. If the Service integrates with External SNS Services, Registered Users must comply with the External SNS Terms of Use at their own expense and responsibility. In the event of disputes or issues between a Registered User and an External SNS Operator, the Community assumes no responsibility for resolving such disputes.
  4. Registered Users must, at their own expense and responsibility, investigate and confirm whether their use of the Service complies with applicable laws, industry regulations, or contractual obligations. The Community provides no guarantee that the use of the Service complies with such laws, regulations, or agreements applicable to the Registered User.
  5. Any transactions, communications, or disputes arising between a Registered User and other Registered Users, External SNS Operators, or third parties in connection with the Service or the Community Website are the sole responsibility of the Registered User. The Community assumes no liability for such matters.
  6. The Community assumes no liability for damages incurred by Registered Users in relation to the following:
    • Suspension, interruption, termination, unavailability, or modification of the Service.
    • Deletion or loss of messages or information sent by Registered Users.
    • Cancellation of a Registered User’s registration.
    • Loss of data or equipment failure/damage due to the use of the Service.
    • Other damages related to the Service.
  7. Even if links are provided from the Community Website to other websites or from other websites to the Community Website, the Community assumes no responsibility for such external websites or the information obtained from them, regardless of the reason.
  8. If this Agreement qualifies as a consumer contract under Article 2, Paragraph 3 of the Consumer Contract Act (Act No. 61 of 2000), the provisions exempting the Community from liability for damages do not apply. In such cases, if damages arise due to the Community’s non-performance of obligations or tortious acts, the Community will compensate for ordinary damages directly suffered by the Registered User, up to the amount of the Service fees paid by the Registered User.

Article 13: Dispute Resolution and Compensation for Damages

  1. If a Registered User causes damage to the Community by violating this Agreement or through activities related to the use of the Service, the Registered User shall compensate the Community for such damages.
  2. If a Registered User receives a claim or becomes involved in a dispute with another Registered User, External SNS Operator, or any other third party in connection with the Service, the Registered User shall immediately notify the Community of the details. The Registered User shall handle and resolve the claim or dispute at their own expense and responsibility and report the progress and results to the Community upon request.
  3. If the Community receives any claims from other Registered Users, External SNS Operators, or third parties, such as claims of infringement of rights, related to the Registered User’s use of the Service, the Registered User shall compensate the Community for any amounts the Community is compelled to pay to such third parties based on those claims.

Article 14: Confidentiality

  1. In this Agreement, “Confidential Information” refers to all information related to the Community’s technology, business, operations, finances, organization, and other matters that the Registered User has obtained, either provided or disclosed by the Community in writing, orally, or via recorded media, or otherwise learned in connection with this Agreement or the Service. However, the following information is excluded from Confidential Information:
    • Information that was already publicly known or already known by the Registered User at the time it was provided, disclosed, or learned.
    • Information that becomes publicly known after being provided, disclosed, or learned without the fault of the Registered User.
    • Information lawfully obtained from a third party with the authority to provide or disclose it, without any obligation of confidentiality.
    • Information independently developed by the Registered User without relying on Confidential Information.
  2. Registered Users shall use Confidential Information solely for the purpose of using the Service and shall not provide, disclose, or leak Confidential Information to any third party without the prior written consent of the Community.
  3. Notwithstanding the provisions of the preceding clause, Registered Users may disclose Confidential Information if required by laws, court orders, or government agency demands. In such cases, the Registered User shall promptly notify the Community of the demand or order.
  4. If a Registered User reproduces documents or magnetic media containing Confidential Information, they must first obtain prior written consent from the Community. Any copies made shall be managed with the same level of care as stipulated in Clause 2.
  5. Upon request from the Community, Registered Users shall promptly return or dispose of all Confidential Information, along with any documents, recorded media, and copies containing or including such Confidential Information, in accordance with the Community’s instructions.

Article 15: Term of Validity

  1. This Agreement shall take effect on the day the registration of the Registered User is completed in accordance with Article 3 and shall remain valid for one year from the date of registration. However, unless either the Community or the Registered User provides notice of non-renewal at least one month prior to the expiration of the term, this Agreement shall automatically renew for successive one-year terms under the same conditions.
  2. Notwithstanding the provisions of the preceding clause, the Registered User may terminate this Agreement at any time with one month’s prior notice of termination.
  3. This Agreement shall remain valid and in effect until the earliest of the following: the expiration date of the term, the date the registration of the Registered User is canceled, the date the provision of the Service is terminated, or the date of termination under the preceding clause.

Article 16: Amendments to This Agreement

  1. The Community reserves the right to modify the content of the Service at its discretion.
  2. The Community may amend part or all of the content of this Agreement for reasonable reasons. In such cases, the Community shall determine the effective date of the amendments and notify Registered Users of the changes, including the amended content and the effective date, via methods such as email, written notice, posting on the website, or any other method specified by the Community.

Article 18: Assignment of Rights and Obligations

  1. Registered Users may not transfer, assign, create a security interest in, or otherwise dispose of their status under this Agreement or any rights or obligations arising from this Agreement to a third party without the prior written consent of the Community.
  2. If the Community transfers the business related to the Service to another company, the Community may also transfer its status under this Agreement, the rights and obligations based on this Agreement, and the registration information and other customer information of Registered Users to the transferee of the business. Registered Users are deemed to have consented to such transfer in advance by agreeing to this clause. The term “business transfer” in this clause includes not only standard business transfers but also corporate splits and any other circumstances in which the business is transferred.
  3. Registered Users who transfer their status under this Agreement or the rights and obligations arising from this Agreement to a third party agree that the Community will bear no responsibility as an agent for either the transferring or receiving party regarding any matters related to the transfer or use of the Service. The transferring and receiving parties shall consult in good faith and ensure that no disadvantage is caused to other Registered Users or third parties.

Article 19: Entire Agreement

This Agreement constitutes the entire agreement between the Community and the Registered Users concerning the matters contained herein and supersedes all prior agreements, representations, and understandings, whether oral or written, between the Community and the Registered Users concerning the matters addressed in this Agreement.

Article 20: Severability

If any provision or part of a provision of this Agreement is deemed invalid or unenforceable under the Consumer Contract Act or other applicable laws, the remaining provisions of this Agreement and the remaining parts of the invalid or unenforceable provision shall remain fully effective. The Community and the Registered Users shall endeavor to amend the invalid or unenforceable provision or part thereof to the extent necessary to make it valid and enforceable while ensuring that the intent and legal and economic effects of the original provision are preserved to the greatest extent possible.

Article 21: Surviving Provisions

The provisions of Article 5, Clause 2; Article 6 (limited to cases where there are unpaid amounts); Article 8, Clause 2; Article 9, Clause 3; Article 10; Article 11, Clauses 2, 3, and 5; Articles 12 through 14; and Articles 18 through 22 shall remain in effect even after the termination of this Agreement. However, the provisions of Article 14 shall remain in effect only for two years after the termination of this Agreement.

Article 22: Governing Law and Jurisdiction

This Agreement shall be governed by Japanese law. Any disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

Article 23: Resolution through Consultation

In the event of matters not stipulated in this Agreement or any ambiguity in the interpretation of this Agreement, the Community and the Registered Users shall promptly seek resolution through mutual consultation in good faith and in accordance with the principles of trust and integrity.

In the event of any discrepancies between the English and Japanese versions of this Agreement, the Japanese version shall prevail.