Terms of Use

• 1.

  The Client Terms and Conditions aim to stipulate the terms and conditions for the provision of services and the rights and obligations between the company, registered artists, and registered clients with respect to the use of the services and shall apply to any relationship between registered clients, the company, and registered artists concerning the use of the services.

• 2.

  Rules(https://81-connect.com/pages/privacy) and other explanations concerning the use of the services posted on the company’s website by the company (hereinafter, the “Rules”) shall constitute part of the Client Terms and Conditions.

• 3.

  In the event that there is any discrepancy between the Client Terms and Conditions and the Rules, the provisions of the Rules shall prevail.

The following terms used herein shall have the following meanings.

• (1)

  “Service usage contract” means usage contracts for the services concluded between the company and registered clients subject to the Client Terms and Conditions as the conditions of such contracts.

• (2)

  “Intellectual property rights” mean copyrights, patents, utility model rights, design rights, trademark rights, and other intellectual property rights (including the right to acquire such rights or apply for registration of such rights).

• (3)

  “Works” mean works and other contents by registered artists who intend to conclude sale and purchase contracts for them (including, but not limited to, paintings, photographs, images, videos, and other data) using the services.

• (4)

  “Company” means Spirits Inc.

• (5)

  “Company’s website” means the company-run website of which domain is https://81-connect.com (If, for any reason, the website’s domain or contents are changed, the term shall include the website that has incorporated such changes).

• (6)

  “Registered artists” mean individuals who have concluded or will conclude sale and purchase contracts for their works as sellers using the services, and whose registration 1 as users of the services has been completed based on the consent to a separate usage contract for artists.

• (7)

  “Services” mean 81connect, an artwork e-commerce service provided by company (If, for any reason, the name or contents of the services is changed, the term shall include the services that have incorporated such changes).

• (8)

  “Registered clients” mean individuals or legal entities which have concluded or will conclude sale and purchase contracts for works as purchasers using the services, and whose registration as users of the services has been completed pursuant to Article 3 (Registration).

• (9)

  “Sale and purchase contracts for works” mean sale and purchase contracts for works concluded between registered artists and registered clients through the services. The company shall not be any party to such sale and purchase contracts for works.

• 1.

  Those who wish to use the services as registered clients (hereinafter, “registration candidates”) may apply to the company for the registration for the use of the services by agreeing to comply with the Client Terms and Conditions and by providing certain information specified by the company (hereinafter, “registered matters”) in a manner specified by the company.

• 2.

  The company, according to its standard, makes a judgment as to whether registration is approved for registration candidates who have applied for registration under Article 1 (hereinafter, “registration applicants”). If the company approves their applications, the company notifies them of the approval of their registration applications. Registration of registration applicants as registered clients shall be deemed to have been completed by the company giving notification to them according to this paragraph.

• 3.

  When registration set forth in the preceding paragraph is completed, the service usage contract is concluded between a registered client and the company, which thereby enables the registered client to use the services in accordance with the Client Terms and Conditions.

• 4.

  The company may deny registration or re-registration and shall not be obliged to disclose its reason if a registration applicant falls under any of the grounds set forth in the following items.

  • (1)

    When there is any falsehood, error, or omission in all or part of the registered matters provided to the company.

  • (2)

    When the person is a minor, an adult ward, a person under conservatorship, or a person under assistance, and has not obtained the consent of his or her statutory agent, guardian, conservator, or assistant.

  • (3)

    When the company determines that the person is antisocial forces, etc. (meaning organized crime groups, members of organized crime groups, right-wing groups, antisocial forces, or any other equivalent persons; the same shall apply hereinafter) or that the 2 person has some interactions with or is involved in antisocial forces, etc., through cooperation to or involvement in their maintenance, operation, or management by providing funds to them or by any other means.

  • (4)

    When the company determines that the person has previously violated a contract with the company or is related to a person who has previously violated a contract with the company.

  • (5)

    When the person has been subjected to any of the measures as listed in Article 13.

  • (6)

    When the company determines that registration is not appropriate for any other reasons.

Registered clients, when there has been any change to registered matters, shall notify the company of such changes without delay in a manner specified by the company.

• 1.

  Registered clients shall appropriately manage and store their passwords and user IDs related to the services on their own responsibility and shall not allow any third party to use them, lend or transfer them, change their ownership, or sell and purchase them.

• 2.

  Registered clients shall be responsible for damages caused by their insufficient management of passwords or user IDs, errors in use, use by third parties, etc.

• 1.

  Registered artists may offer an invitation for the sale of their works to registered clients by posting information about their works on the services in a manner prescribed by the company. In this case, registered clients shall be able to indicate their intention to purchase such works in the manner set forth in the following paragraph and paragraph 3.

• 2.

  The indication of acceptance of the offer shall be made in such a way that registered clients fill out the company’s prescribed form on the company’s website and send a notice of intent to purchase works to the company, and the company receives it.

• 3.

  Notwithstanding the provisions of the preceding paragraph, if the company deems it necessary to confirm the terms and conditions of a contract prior to the conclusion of the contract due to shipping destinations for works or any other reasons, the indication of acceptance of the offer shall be deemed to have been made when the registered client sends a definitive notice of his or her intent to purchase works to the company and the company receives it after separate consultation between the company and the registered client by e-mail or by any other electromagnetic records. It shall be noted that the company may disallow the conclusion of sale and purchase contracts for works if the company deems it difficult to ensure a smooth shipment of works.

• 4.

  When the registered artist manifests his or her intention to enter into a sale and purchase contract for hir or her work pursuant to the preceding two paragraphs, the sale and purchase contract for the work shall be concluded between the registered client and the registered artist, and the registered client shall not object to it.

• 5.

  Registered clients shall authorize the company to act as their agent for the settlement of payments concerning sale and purchase contracts for works.

• 6.

  Registered clients shall make a payment for works and service fees to be received by the company by a date separately specified by the company. Bank charges for such payment shall be borne by registered clients.

• 6.

  The settlement currency shall be the U.S. dollar.

• 7.

  Registered Clients shall be responsible for shipping costs.

• 1.

  When a sale and purchase contract for a work has been concluded, the company, by itself or through a third party, takes procedures to ship the work to the registered client on an as is basis in a manner prescribed by the company. The company is not responsible for the packing of works since the registered artist himself/herself packs the work.

• 2.

  In the event that the work is lost or damaged due to grounds not attributable to the registered client after the conclusion of the sale and purchase contract for the work, the registered artist shall bear the risk of such loss or damage, and the registered client may claim a refund of all or part of the purchase price.

• 3.

  Upon delivery of the work to the registered client, the ownership of the work shall transfer to the registered client.

• 4.

  In the event that the work is lost or damaged after the conclusion of the sale and purchase contract for the work without grounds attributable to the registered client before the delivery referred to in the preceding paragraph, the registered artist shall bear the risk, and the registered client may claim a refund of all or part of the purchase price.

• 5.

  Customs duties and other taxes arising out of the purchase and shipping of the work shall be borne by the registered client.

Once a sale and purchase contract for works has been concluded, the registered client may not cancel or terminate the sale and purchase contract for any reason whatsoever.

Liability for non-conformity of contract under the Civil Code shall not apply to sale and purchase contracts for works.

In using the services, registered clients shall not engage in any acts that fall under the following items and any acts that the company deems to fall under any of the following items, in addition to any acts that violate other provisions hereof or the Rules.

• (1)

  Any acts that violate laws and regulations or that relate to criminal acts.

• (2)

  Any fraudulent or threatening acts against the company, other users of the services, or any other third parties.

• (3)

  Any acts that disrupt public order and morals.

• (4)

  Any acts that infringe on intellectual property rights, portrait rights, privacy rights, honor, or any other rights and interests of the company, other users of the services, or any other third parties.

• (5)

  Any acts that cause excessive load on the network or systems, etc., of the services.

• (6)

  Reverse engineering or other analysis of software or other systems provided by the company.

• (7)

  Any acts that interfere with the operation of the services.

• (8)

  Unauthorized access to the network or systems, etc., of the company.

• (9)

  An act of impersonating a third party.

• (10)

  Any act of using IDs or passwords of other users of the services.

• (11)

  Any acts that cause disadvantage, damage, or discomfort to the company, other users of the services, or any other third parties.

• (12)

  Any acts that violate the Rules.

• (13)

  Provision of benefits to antisocial forces, etc.

• (14)

  Any acts of using the services for purposes other than the sale and purchase of works.

• (15)

  Any acts that directly or indirectly cause or facilitate any of the acts listed in the preceding items.

• (16)

  Any attempt to commit any of the acts listed in the preceding items.

• (17)

  Any other acts that the company deems inappropriate.

The company may, if any of the following items applies, suspend or discontinue all or part of the services without giving prior notice to registered clients.

• (1)

  When urgent inspection or maintenance work is required for the computer system related to the services.

• (2)

  When the services become unable to be operated due to computer or communication line failures, mishandling, excessive concentration of access, unauthorized access, hacking, or other reasons.

• (3)

  When the services become unable to be provided due to force majeure, such as earthquake, lightning, fire, windstorm, flood, power outage, natural disaster, and the like.

• (4)

  In addition to the above, when the company deems it necessary to suspend or discontinue the services.

• 1.

  All intellectual property rights related to the company’s website and the services belong to the company or parties that have licensed their rights to the company, and the permission to use the services hereunder does not imply the granting of a license to use the intellectual property rights of the company or parties that have licensed their rights to the company in connection with to the company’s website or the services hereunder.

• 2.

  Registered clients represent and warrant to the company that they have lawful rights to conclude and execute sale and purchase contracts for works.

• (3)

  The copyright of works is reserved by registered artists at all times. Unless otherwise agreed upon between the registered artist and the registered client, the registered client shall, under the Copyright Act, not be prevented from exhibiting, transferring, or otherwise using the work in any other lawful manners that the registered client has purchased under the sale and purchase contract.

• 1.

  In the event that a registered client falls under any of the grounds in the following items, the company may, without prior notice or demand, delete or hide the work, temporarily suspend the use of the services by the registered client, or terminate his or her registration as a registered client.

  • (1)

    When the person has violated any of the provisions hereof.

  • (2)

    When it is found that there is a false fact in registered matters.

  • (3)

    When the person is subject to suspension of payment or becomes insolvent, or when a petition is filed for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or any other proceedings equivalent thereto.

  • (4)

    If the person has not responded to the company’s inquiries or other communications requesting a response for 30 days or more.

  • (5)

    When any of the items of paragraph 4 of Article 3 applies.

  • (6)

    In addition to the above, when the company deems it inappropriate for the person to use the services or continue to be registered as a registered client.

• 2.

  In the event of any of the items listed in the preceding paragraph, the registered client shall naturally forfeit the benefit of time with respect to any and all liabilities owed to the company and shall immediately make a payment of all liabilities to the company.

• 1.

  Registered clients may, upon completion of the procedures prescribed by the company, withdraw from the services and terminate their registration as registered clients.

• 2.

  Upon withdrawal from the services, registered clients shall, if there are any liabilities owed to the company, naturally forfeit the benefit of time for any and all liabilities owed to the company and shall immediately make a payment of all liabilities to the company.

• 3.

  The handling of user information after withdrawal from the services shall be in accordance with the provisions of Article 18.

• 1.

  The company may, at its own convenience, change the contents of the services or cease to provide the services.

• 2.

  If the company ceases to provide the services, the company shall notify registered clients in advance.

• 1.

  The services provide matching opportunities between artists and purchasers online, and the company makes no warranty, expressly or impliedly, that works are genuine, that works do not infringe upon the rights of any third party, and that the nature and quality of works meet the expectations of registered clients.

• 2.

  Beyond what is provided for in the preceding paragraph, the company makes no warranty, expressly or impliedly, that the services suit specific purposes of registered clients, that the services have the expected functions, commercial value, accuracy, and usefulness, that the use of the services by registered clients comply with laws and regulations applicable to registered clients, that the services can be used continuously, and that the services are free from malfunctions.

• 3.

  The company shall not be liable for any damages incurred by registered clients in connection with the services.

• 4.

  Any transactions, communications, disputes, etc., arising between a registered client and a registered artist, another registered client, or a third party in connection with the services or the company's website shall be resolved by the registered client at its own responsibility and expense.

Registered clients shall, except with the prior written consent of the company, treat as confidential any non-public information that the company has disclosed to registered clients in connection with the services on condition that it should be handled confidentially.

• 1.

  The company’s handling of user information of registered clients shall be governed by the company’s separate privacy policy （https://81-connect.com/pages/privacy/jp）. Registered clients shall agree that the company handles the user information of registered clients in accordance with the privacy policy.

• 2.

  The company may, at its discretion, use and disclose information, data, and the like provided by registered clients to the company as statistical information in a form that is unable to identify individuals, and registered clients shall not object to it.

The company may, when the company deems it necessary, make changes to the Client Terms and Conditions. When making changes to the Client Terms and Conditions, the company shall make known the effective date and contents of the Client Terms and Conditions that have incorporated such changes by posting them on the company’s website or by any other appropriate means or shall notify thereof to registered clients.

• 1.

  Inquiries regarding the services and other communications or notifications to the company from registered clients, as well as notifications regarding changes to the Client Terms and Conditions and other communications or notifications to registered clients from the company, shall be made in a manner specified by the company.

• 2.

  When the company sends communications or makes a notification to an e-mail address or other contact information included in the registered matters, the registered client shall be deemed to have received such communications or notifications.

• 1.

  Registered clients may not assign, transfer, encumber, or otherwise dispose of their status under the service usage contract or their rights or obligations hereunder to any third party without the company’s prior written consent.

• 2.

  If the company transfers the business concerning the services to another company, the company may transfer to the transferee the status under the service usage contract, the rights and obligations hereunder, and registered matters of registered clients, and registered clients shall be deemed to have agreed in advance to such transfer under this paragraph. The business transfer stipulated in this paragraph shall include not only ordinary business transfers but also company splits and any other circumstances in which the business is transferred.

Even if any provision of the Client Terms and Conditions or any part thereof has been determined to be invalid or unenforceable under the Consumer Contract Act or other laws and regulations, the remaining provisions hereof and the remainder of the provisions that have been determined to be invalid or unenforceable in part shall continue to be in full force and effect.

• 1.

  The Client Terms and Conditions and the service usage contract shall be governed by and construed under the laws of Japan.

• 2.

  Any disputes arising out of, or in connection with, the Client Terms and Conditions or the service usage contract shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.