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ghost angel gallery Terms of Service

This English translation is provided for reference purposes only. The Japanese version constitutes the official text of these Terms, and in the event of any conflict, discrepancy, or inconsistency, the Japanese version shall prevail (see Article 32).

The ghost angel gallery Terms of Service (hereinafter referred to as “these Terms”) set forth the conditions to be observed and the rights and obligations in connection with the use of “ghost angel gallery” (hereinafter referred to as “the Service”), a digital artwork sales platform operated by NFTMedia Inc. (hereinafter referred to as “the Company”), and apply to all Users who use the Service.

Provided, however, that each provision of these Terms shall apply only where the Company actually offers the relevant feature as part of the Service, and these Terms do not promise the provision of all features described herein.

Please read the full text of these Terms before using the Service.

Article 1 (Definitions)

“User” means any person who has created an account on the Service and uses the Service.

“Digital Artwork” means an artwork handled by the Service that is expressed in digital data and distributed in a data format that is non-fungible or issued in limited quantities.

“Physical Artwork” means an artwork handled by the Service that is created using physical materials.

“Artwork” means both Digital Artworks and Physical Artworks.

Article 2 (Nature of the Service)

The nature of the Service shall be as follows.

The Service is a marketplace through which the Company sells online Digital Artworks and Physical Artworks entrusted to the Company by artists.

Where the Service provides secondary transactions of Digital Artworks between Users, such service is an online platform for Digital Artworks; sales contracts for artworks are concluded between Users, and the Company shall not be a party to such contracts.

Article 3 (Application of and Agreement to these Terms)

These Terms set forth the handling of the Service, and you shall use the Service only after fully understanding and agreeing to the content of these Terms. When a User registers for the Service, the User shall be deemed to have also agreed to these Terms, and a service agreement between the Company and the User incorporating these Terms shall be formed.

Article 4 (Revision and Amendment of these Terms)

1. The Company may change or add to the content of these Terms at its own discretion. When amending these Terms, the Company shall announce the fact that these Terms will be amended, the effective date of the amended Terms, and their content by posting them on the Service or on a website operated by the Company or by other appropriate means. Provided, however, that where an amendment is of such content that the consent of Users is required by law, the Company shall obtain the consent of Users by a method prescribed by the Company.

2. Even where a User does not agree to the amended Terms and terminates use of the Service, no costs or other amounts already paid by the User can be refunded.

Article 5 (Service Registration)

1. A person wishing to use the Service must have an account for the Service and must apply for registration by submitting, in addition to such account information, the information prescribed by the Company (hereinafter referred to as “User Information”) through the form designated by the Company.

2. Registration is completed when the Company approves the application for registration under Paragraph 1, whereupon the applicant may use the Service as a User.

3. The Company may decline to approve an application for registration where it determines that any of the following applies. The Company shall be under no obligation to disclose the reasons for refusing registration.

4. Applicants for registration shall provide the Company with true and accurate information when registering their User Information. If, after registration, any error in the User Information is found or any change arises, the User shall promptly correct or update the User Information at the User’s own responsibility.

5. The Company provides the Service on the basis of the registered User Information. The Company shall not be liable in any way for any damage incurred by a User as a result of any falsehood, error, or omission in the User Information.

Article 6 (Use by Minors)

1. Minors shall obtain the consent of a parent or other statutory agent for registration with the Service and for all use after registration.

2. If a minor User uses the Service by falsely representing that the consent of a statutory agent has been obtained when it has not, or by misrepresenting the User’s age as being of legal age, or otherwise uses deceptive means to induce the belief that the User is a person with legal capacity, the User may not rescind any juridical acts relating to the Service.

3. If a User who was a minor at the time of agreeing to these Terms uses the Service after reaching the age of majority, such User shall be deemed to have ratified all juridical acts relating to the Service.

Article 7 (Handling of User Information)

1. The Company shall appropriately handle User Information, device information, and other information collected from Users in connection with the use of the Service in accordance with the privacy policy separately established by the Company.

2. The User agrees that the Company may handle the User’s User Information in accordance with the privacy policy referred to in the preceding paragraph.

Article 8 (Account Management)

1. This Article applies where an account relating to the use of the Service has been set up for a User.

2. Users shall appropriately manage and safeguard their accounts at their own responsibility, and shall not allow any third party to use them, or lend, assign, transfer the name of, buy, sell, or otherwise dispose of them.

3. Where the Service is used through a User’s account, the Company may deem such use to have been made by the User personally. All consequences arising from such use shall be attributed to the User personally, and the Company shall not be liable therefor.

4. Upon discovering any unauthorized use of an account, the User shall immediately notify the Company, make reasonable efforts to remedy the situation, and follow any instructions given by the Company.

5. The User shall bear responsibility for any damage arising from inadequate management of the account, errors in its use, use by third parties, or the like.

Article 9 (Wallet and Blockchain)

1. When a User opens an account, a smart contract wallet using the Account Abstraction (ERC-4337) method designated by the Company (hereinafter referred to as “the Wallet”), which the User requires in order to use the Service, shall be automatically generated.

2. The signing authority of the Wallet is linked to a passkey (authentication credentials based on the WebAuthn standard) stored on the User’s device. The Company does not hold or manage the private keys, signing authority information, or passkeys relating to a User’s Wallet, and has no authority to transfer, on behalf of the User, Digital Artworks belonging to the Wallet out of the Wallet (non-custodial method).

3. The User shall manage the passkey for the Wallet (including the device on which the passkey is stored and any synchronization service account) at the User’s own responsibility, and acknowledges the following matters.

4. The Service uses the Polygon PoS network, and information on transactions conducted through the Wallet is recorded on that blockchain network.

5. The User shall use the Service having acknowledged the following matters.

6. The treatment of gas fees (blockchain network fees) required for transactions through the Wallet shall be as separately determined by the Company. The Company may change the method of bearing gas fees by giving prior notice.

Article 10 (Purchase of Artworks)

1. Users may purchase from the Company, through the Service, Owner Rights in Digital Artworks, Physical Artworks, or sets consisting of a Digital Artwork and a Physical Artwork.

2. The price of an Artwork shall be the price in Japanese yen (JPY) displayed on the Service.

3. A sales contract for an Artwork between the User and the Company shall be formed at the time the User presses the button confirming the purchase on the Artwork purchase screen.

4. Users may not cancel after purchasing an Artwork and, except as provided by law, shall not assert the invalidity or rescission of a contract that has been formed.

Article 11 (Payment)

1. Payment of the purchase price for Artworks on the Service shall be made by credit card or by any other method indicated on the Service screen.

2. The Company shall grant the payment service provider designated by the Company the authority to receive purchase prices and other amounts paid by Users, and Users shall consent thereto. In this case, the User’s payment obligation to the Company shall be deemed to have been performed when the User pays the purchase price and other amounts to the Company in accordance with the payment procedures designated by the Company.

Article 12 (Donations)

The Company may donate a portion of the proceeds from sales of Artworks to organizations or the like designated by the Company. In such case, matters concerning the donation shall be as displayed on the Service.

Article 13 (Owner Rights in Digital Artworks)

Owner Rights in a Digital Artwork shall transfer to the purchasing User at the time payment under the sales contract has been completed.

Article 14 (Delivery and Ownership of Physical Artworks)

1. Where the Company sells a Physical Artwork, the Company or a vendor designated by the Company shall deliver the Physical Artwork to the purchasing User.

2. Ownership of a Physical Artwork shall transfer from the Company or the artist to the purchasing User at the time payment under the sales contract has been completed and the Physical Artwork has been delivered.

Article 15 (License)

1. All intellectual property rights (meaning copyrights, patent rights, utility model rights, trademark rights, and design rights (including the rights to acquire such rights or to file applications for registration or the like of such rights), publicity rights, and ideas, know-how, and the like; hereinafter the same) in Digital Artworks, Physical Artworks, and all other content provided within the Service belong to the Company or to rights holders, such as artists, who have granted licenses to the Company.

2. The Company grants to owners of Artworks, without geographic restriction, a non-exclusive license to engage in the following acts in addition to acts of private use permitted by law. Adaptation, alteration, or processing of Artworks, sublicensing to third parties, commercial use of Artworks, and reproduction for commercial purposes are outside the scope of the license and are all prohibited.

3. The Company may individually grant, for each Artwork, Owner Rights with content other than that set forth in the preceding paragraph.

Article 16 (Secondary Market / Transfer)

1. Digital Artworks may be transferred to third parties only through the Secondary Market operated on the Service.

2. Notwithstanding the preceding paragraph, Digital Artworks sold by the Company on non-transferable terms may not be transferred to third parties even on the Service.

3. A User holding a Digital Artwork may sell that Digital Artwork on the Service by setting a sale price and any other conditions designated by the Company.

4. Users may purchase Digital Artworks offered for sale at the displayed sale price, and the provisions of Article 10 shall apply to the sale price and to the formation and cancellation of the sales contract.

5. With respect to payment of the transfer price under the preceding paragraph, the selling User shall grant the Company the authority to receive the sale proceeds, and Article 11, Paragraph 2 shall apply to the grant of receiving authority from the Company to the payment service provider designated by the Company.

Article 17 (Secondary Market / Service Fees, etc.)

1. When a sales contract for a Digital Artwork is formed, the selling User shall pay to the Company the various fees separately determined by the Company with respect to the sale proceeds and other amounts received by the Company from Users as agent (hereinafter referred to as “Received Funds”). Provided, however, that the Company may change the rates of the various fees where the Company deems it necessary.

2. The Company shall retain the various fees under Paragraph 1 by deducting them from the Received Funds, and the selling User consents in advance to paying the various fees by this method (set-off of the fee amounts against the sale proceeds and other amounts payable to the selling User).

In this case, payment of the various fees to the Company shall be deemed to have been performed at the time the Company settles payment of the Received Funds with the selling User under the following paragraph.

3. The Company shall carry out settlement processing each month on the settlement date set out below, deducting the various fees under Paragraph 1 from the Received Funds as at the closing date set out below.

Calculation period: 1st day to last day of the month; Closing date: last day of the month; Settlement date: last day of the following month

Article 18 (Prohibited Acts)

In using the Service, Users shall not engage in any act that falls under, or that the Company determines falls under, any of the following items.

Article 19 (Measures for Violations of these Terms)

1. If the Company determines that a User falls under, or is likely to fall under, any of the following items, the Company may, at its discretion and without any notice, take measures against the User such as removal of sale listings from the Secondary Market, termination of licenses to Artworks, temporary suspension or restriction of use of the Service, and termination of the contract based on these Terms including deletion of the account (hereinafter referred to as “Suspension of Use, etc.”).

2. Even after Suspension of Use, etc., the User shall not be released from any obligations or liabilities under these Terms owed to the Company and third parties (including, but not limited to, liability for damages).

3. If the Company determines that a User falls under, or is likely to fall under, any of the items of Paragraph 1, or where the Company otherwise deems it necessary, the Company may demand that the User cease the violating conduct or take other measures, and the User shall comply with such demand within the period specified by the Company.

4. Upon withdrawal (account deletion) measures under this Article, the User loses the status to view Digital Artworks and to receive other services; however, the Company shall have no obligation to refund purchase costs to the User.

5. Except where willful misconduct or gross negligence exists on the part of the Company, the Company shall not be liable in any way for any disadvantage or damage incurred by the User as a result of measures taken by the Company under this Article.

Article 20 (Damages)

If the Company incurs direct or indirect damage due to a User’s violation of these Terms or otherwise arising from the User’s use of the Service (including cases where the Company receives a claim for damages or any other claim from a third party as a result of such conduct), the User shall compensate the Company for all such damage (including fees for attorneys and other professionals and an amount equivalent to the personnel costs incurred by the Company in responding).

Article 21 (Inheritance)

If a User dies, the User’s account registration shall be deleted; however, the heirs of the User may succeed to the User’s Digital Artworks by creating an account for the Service. Provided, however, that this shall not apply to Digital Artworks sold by the Company on non-transferable terms, which shall be handled by a method separately determined by the Company.

Article 22 (Termination of Use of the Service)

A User may delete the User’s account registration and terminate use of the Service by completing the withdrawal procedures prescribed by the Company. After termination of use of the Service, the User shall no longer be able to view Digital Artworks through the Service or to transfer Digital Artworks through the Secondary Market.

Article 23 (Modification, Suspension, Termination, etc. of the Service)

1. The Company may change or add to all or part of the content of the Service without prior notice to Users.

2. The Company may, at its discretion, terminate provision of the Service by notifying Users in advance by posting on the Service or on a website operated by the Company or by any other method the Company deems appropriate.

3. The Company may temporarily suspend all or part of the Service without prior notice to Users if any of the events set forth in the following items occurs.

4. Except where willful misconduct or gross negligence exists on the part of the Company, the Company shall not be liable in any way for damage incurred by Users as a result of measures taken by the Company under this Article.

Article 24 (Disclaimer)

1. The Company makes no warranty whatsoever that the Service and the content and all other information provided through the Service are free from errors, bugs, defects, or security flaws, that they do not infringe the rights of third parties, that they possess the qualities and commercial value expected by Users, that they comply with laws, regulations, internal rules, or the like applicable to Users, or that no violation of these Terms exists.

2. The Company does not warrant that the Service is compatible with all information terminals, and the User acknowledges in advance that malfunctions may occur in the operation of the Service due to OS version upgrades or the like of the information terminal used for the Service. The Company does not warrant that any such malfunction will be resolved by program modifications or the like carried out by the Company.

3. If a dispute arises between Users or between a User and a third party in connection with the Service, the User shall notify the Company thereof and resolve the dispute at the User’s own responsibility and expense. The Company shall have no obligation to become involved in such dispute and shall bear no liability whatsoever. Provided, however, that the Company may intervene in a dispute between Users where the Company determines it necessary for the smooth operation of the Service.

4. The Company shall not be liable in any way for any damage incurred by Users arising out of the Service. Provided, however, that the disclaimer in this paragraph shall not apply where willful misconduct or gross negligence exists on the part of the Company.

5. Even where the Company bears liability for damages, the Company shall not be liable in any way, among damage incurred by the User due to the Company’s slight negligence, for damage arising from special circumstances (including cases where the Company or the User foresaw or could have foreseen the occurrence of the damage).

6. The Company shall not be liable in any way, regardless of the legal grounds of the claim, for the damage set forth in the following items. Provided, however, that this shall not apply where willful misconduct or gross negligence exists on the part of the Company.

7. The Company does not promise that the Service is, or will in the future be, equipped with the service features described in these Terms, and provisions concerning a particular service or feature shall apply only where it is actually implemented in the Service.

Article 25 (Use of External Services)

1. Where the User uses external services or the like in connection with the use of the Service, the User shall comply, in addition to these Terms, with the terms of use and other conditions prescribed by such external services (including, where such terms of use or the like are amended, the conditions as amended).

2. Responsibility for external services shall lie with the companies or individuals providing such external services, and the Company makes no warranty whatsoever that such external services are free from errors, bugs, defects, or security flaws, that they do not infringe the rights of third parties, that they possess the qualities and commercial value expected by Users, or that they comply with laws, regulations, internal rules, or the like applicable to Users.

Article 26 (Method of Communication)

1. Communications from the Company to Users concerning the Service shall be made by posting in an appropriate location on the Service or within a website operated by the Company, by sending email, by push notification, or by any other method the Company deems appropriate.

2. Where the Company gives notice by sending email, the notice from the Company shall, upon the email being sent to the email address registered by the User, be deemed to have reached the User at the time the email would ordinarily have arrived.

3. Inquiries concerning the Service and other communications or notices from Users to the Company shall be made by submission through the inquiry form located in an appropriate place within a website operated by the Company or by any other method designated by the Company.

Article 27 (Exclusion of Anti-Social Forces)

1. The User represents that the User does not fall under anti-social forces.

2. The User covenants that the User will not, directly or through a third party, engage in any of the acts set forth in the following items or any act likely to constitute such an act.

3. If it is found that a User is an anti-social force, the Company may, without prior notice, demand, or the like, restrict or suspend all or part of the Service for that User or take other necessary measures.

4. The Company shall not be liable for any damage incurred by the User as a result of the measures set forth in the preceding paragraph.

Article 28 (Prohibition of Assignment of Rights and Obligations)

Except with the prior written consent of the Company, Users may not assign to any third party, cause to be succeeded to, create security interests over, or otherwise dispose of their rights or obligations under these Terms or their status under these Terms.

Article 29 (Treatment in the Event of Business Transfer, etc.)

If the Company transfers the Service or the business relating to the Service to a third party, or causes the business relating to the Service to be succeeded to by way of merger, company split, or the like, the Company may, in connection with such transfer or the like, cause its status, rights, and obligations under these Terms as well as registration information and other User Information to be succeeded to by the transferee or the like of such transfer or the like. Users shall be deemed to have consented in advance under this Article to such transfer or the like.

Article 30 (Severability)

1. Even if any provision of these Terms or any part thereof is held invalid or unenforceable, such holding shall not affect the other portions, and the remainder of these Terms shall continue in full force and effect. The Company and Users shall endeavor, in accordance with the intent of the provision or part held invalid or unenforceable, to secure an effect equivalent thereto, and agree to be bound by these Terms as so modified.

2. Even if any provision of these Terms or any part thereof is held invalid or unenforceable in relation to a particular User, this shall not affect its validity or the like in relation to other Users.

Article 31 (Governing Law and Jurisdiction)

1. The official text of these Terms shall be the Japanese version, and the governing law shall be the laws of Japan.

2. The Tokyo District Court shall be the court with exclusive agreed jurisdiction in the first instance over all disputes arising out of or in connection with the Service or these Terms.

Article 32 (Language)

The Japanese version of these Terms constitutes the official text, and the English and Chinese versions are prepared for reference purposes only. In the event of any conflict, discrepancy, or inconsistency between the Japanese version and the English or Chinese version, the Japanese version shall prevail.

Enacted: August 20, 2026