This agreement (hereinafter “the terms of use”) defines the usage terms and conditions of the various services offered as part of the internet service “VALU” (hereinafter “the service”) operated by VALU Inc. (hereinafter “the company”). In order for users of the service (hereinafter “members”) to use the service, they must first agree to the entirety of the usage agreement. Once a member begins use of the service, they are deemed to have agreed to the terms of use.
Article 1. (Content of The Service).
1. As part of the service, members can issue their own VALU in a similar way to traditional shares, and can increase the number of fans (hereinafter “VALUERS”) they have who purchase their VALU (members who issue VALU are hereinafter known as “issuers”). Additionally members can purchase other members’ VALU, and by becoming a VALUER, they can support the issuer as well as receive information and special privileges. Members can also transfer VALU they have purchased to other members. As an example, User A acquires VALU that was issued by User X. If User A then transfers that VALU to User B, User B will become a VALUER of User X.
The company provides and operates the environment in which members can issue VALU and in which members can buy and sell VALU from each other. The sale and purchase of VALU between members, as well as the fulfillment of special privileges is entirely the responsibility of the concerned parties. The company will not sell or purchase VALU, or act as a consignee for purchasing or sales.
2. VALU is designed to express support for an issuer, and show that they have a special status. VALU is similar in some ways to traditional shares, but is not actual shares. Purchasers of VALU do not acquire right of management or right of control over the issuer. At first, the VALU issued by members will be decided by the number of followers they have on connected social networks, but afterwards will be transacted according to actual market price. Therefore, if the popularity of an issuer increases, any VALU purchased and owned may increase in value, or may decrease in value. In addition, if the issuer of VALU retires from the service, or is limited in their use of the service by the company, there is a possibility that issuer’s VALU may lose its value entirely.
3. Any completed sales or purchase transactions of VALU cannot be cancelled once complete, regardless of the reason. Neither the company nor its members have any obligation to purchase VALU or return money spent on VALU. When purchasing VALU, please ensure you are fully aware of the risks regarding price fluctuations as outlined in the previous item, and make all purchases from the perspective of being a fan who is supporting the issuer.
Article 2. (Member Registration)
1. VALU is a trading card-like game in which people can trade other people’s popularity. VALU is NOT a security. It fails The Howey Test. The intrinsic value of each and every VALU is zero. Players are strongly cautioned that VALU carries high risks. VALU has not been and will not be registered under the US securities laws. As such, VALU is not available in the United States and you must not be a U.S. citizen and/or a green card holder to create an account on VALU and VALU may not be offered or sold, directly or indirectly, into the United States or to any US citizens and green card holders.
2. Registering for the service is limited to those in possession of both a telephone number and [an item of personal identification issued by a public authority]. In the event that a member is a minor, they cannot use the service without first receiving the full consent of a legal guardian such as their parent/s.
n order to transfer the virtual currency Bitcoin (hereinafter “BTC”) out of or into the service, it is necessary to make use of a BTC wallet operated by a third party (this service does not provide services for exchange of BTC to cash, or a wallet function, customers may use an external service of their liking). In addition, if the company deems it necessary, it may request the submission of further necessary documentation or information from its members.
3. Member registration may only be performed by the members themselves, and all information provided is deemed to be accurate. An individual may not possess multiple accounts.
4. Authorization for member registration may not be provided in the event that any of the following items apply. Even if a registration is authorized, there are situations in which the company may revoke the registration.
- If the requirements in item 1 have not been fulfilled.
- If the company deems that a membership has been created or an application for membership has been made using another person’s details.
- When all or part of the registration information provided to the company during registration is found to be inaccurate, untrue, incorrect or incomplete.
- If a member is found to have violated the usage agreement, etc. in the past, and has had their usage suspended or has been subjected to a similar disposition.
- If the company deems that a member will obstruct or cause hindrance to the operation or provision of the service, or to usage of the service by other members, or there is a risk of this.
- When the member is found to be a minor, adult ward, person under curatorship, or person subject to a limited guardianship, and has not gained the consent of their legal guardian, warder, curator, or limited guardian.
- If the company deems that a member is part of antisocial forces, etc. (crime syndicate, crime syndicate member, right wing group, antisocial forces fan-based derivative worksれません。e allowing us to make effective use of our time or other person who corresponds to these categories, the below also applies), or is supporting antisocial forces through offering financial or other support, has links to or is supporting, contributing to, or cooperating with the operation or management of antisocial forces, or for other reasons that the company deems to be inappropriate.
- If the company determines that a member is related to a business that commoditizes information or provides similar services.
- For any other reason the company deems to be inappropriate.
5. The company is not responsible for any damages caused by a member making changes to their member registration or registration content, or by the company not authorizing a membership registration.
Article 3. (Membership Revocation/Suspension of Use)
1. If the company deems that a member falls under any of the following items, the company may, without any prior notice, revoke or suspend a member’s right to use the service, suspend the member’s use of the service, or invalidate VALU issued by the member. If a member’s right to use the service is revoked, the VALU in the possession of, or issued by the member will be invalidated, and cannot be reacquired.
- If a member has violated laws and ordinances, the usage agreement, or guidelines that the company has issued separately.
- If a member has used or allowed the use of their ID, password, and the service illegally.
- The member is found to fall under any of the items outlined in item 3 of the previous article.
- If a member has acted disrespectfully or disruptively towards other members.
- If the member cannot be contacted by the cellphone number or e-mail address they have registered.
- If it is found that the registered BTC wallet has been used for illegal or other problematic purposes, or there is a risk of this.
- If the service has not been used for a set period of time defined by the company.
- Any other cases where the service has been used illegally, or there is a risk of this.
If, at the time the company suspends or revokes membership, suspends use of the service, or invalidates VALU by reasons outlined in this article, there is BTC that should be sent to the member, the company may choose to withhold payment. The company may also withhold payment if a member is suspected of contributing to illegal activity.
3. The company will not be held responsible for any damages caused to members by any measures outlined in this article, except for situations caused intentionally or by gross negligence of the company.
Article 4. (Member ID and Password Management)
1. Members are entirely responsible for the management and safekeeping of the member ID, password, etc., provided to them by the company.
2. Members may not dispose of their accounts by allowing their member ID or password, etc. to be used by third parties, by transferring their accounts, or providing them as collateral.
3. Members are entirely responsible for any damage caused by use of the service by a third party, improper management of their member ID or password, etc. The company shall not be held responsible for such damages.
4. If a member becomes aware that their member ID or password has become known to a third party, or that there is a risk that their member ID or password is being used by a third party, they must immediately contact the company, and follow any instructions provided by the company. In such cases, the company may choose to suspend the member ID and password as a fraudulent account.
5. Members have an obligation to periodically change their password. The company will not be held responsible for damages caused by a member's negligence regarding this obligation.
Article 5. (Assurances by Members)
Members assure that they are not and will not be involved in antisocial forces, etc. either now or in the future. They also assure that they will not commit violent acts of demand, make improper demands that exceed legal responsibility, use threatening language or behavior, or violence regarding transactions. They further assure that they will not spread rumor, or use fraudulent means or force to damage the company’s reputation or disrupt the company’s operations. These assurances apply to all other equivalent actions.
Article 6. (Membership Termination)）
1. Members may terminate their membership to the service using termination procedures prescribed by the company. However, if members have issued their VALU and have (1) unfulfilled special privileges or (2) have VALU and have made plans to create special privileges, but have not created or fulfilled the privileges, they may not terminate their membership. In this situation, members must first either (1) fulfill all special privileges that are unfulfilled, or (2) create and fulfill the privileges before terminating their membership.
2. It is assumed that at the point of terminating membership, the member has transferred any remaining BTC or VALU from his/her accounts or has disposed of it, but if these measures have not been taken by the time of the termination, the company may invalidate any remaining BTC and VALU.
3. The company shall not be held responsible for any damages to members caused by any measures outlined in item 2, except for situations caused intentionally or by gross negligence of the company.
Article 7. (Handling of Personal Information)
1. The company may use any personal information provided by members, within the scope that is required to provide the service and within the scope of the aims defined in the privacy policy. Members consent to the handling of their personal information by the company, in accordance with the company’s privacy policy.
2. For purposes such as for offering special privileges, the company may, with the member’s consent, provide personal information to other members through the service. Members may only use personal information for the purpose of providing special privileges. Any other use of the personal information is strictly forbidden.
3. The submission and provision of personal information as outlined in the previous item, is based upon the consent of the member. The company shall not be held responsible for any trouble or damage that may result from members providing or submitting personal information, or from its use. Provision of data from members to other members is performed under the assumption that they have a full understanding of the content of this article, and consent to it.
Article 8. (Prohibitions)
As part of their use of the service, members are prohibited from the actions defined below. If the company discovers a violation of any of the following items, the company may, without any prior notice, revoke or suspend a member’s right to use the service, suspend the member’s use of the service, or invalidate VALU issued by the member.
- Actions that infringe upon public order and morals.
- Actions that disrupt the company’s service operations.
- Actions that are connected to fraud or other crimes.
- The posting of untrue or deceptive information.
- Actions that make guarantees about price increases of VALU, or that call for the purchase of VALU while extolling price increases.
- When offering goods as part of special privileges, offering goods as part of the privilege which are vastly different in value from the price of the VALU which is required to receive them, or displaying an established price for the goods when offering them.
- Running operations where the equivalent value gained from issued value is appropriated, with profits or property from this operation being distributed to VALUers.
- Actions which infringe upon the rights of the company, other members, or other third parties.
- Actions which defame or slander others.
- Masquerading as others, or using another person’s account for the purpose of using the company’s services.
- Posting of information regarding content which is ethically problematic, such as content that is vulgar, harmful, indecent, or causes revolt in others, or involves pornography, prostitution, or is related to adult entertainment, or any content related to this.
- Actions which are at risk of misleading or confusing others.
- Actions which are at risk of annoying or discomforting others.
- Actions intended to ethnically, racially or otherwise discriminate against others, or which incite discrimination. Actions with the intent to solicit others (includes but is not limited to: multi-level marketing businesses, sales of commoditized information, etc., or recruitment of others).
- Actions related to election campaigning.
- Actions which have a negative influence on the functions of computer equipment, communication lines, or software, such as the transmission of computer viruses.
- Unauthorized access to systems related to this service.
- Actions with the purpose of laundering money.
- Actions which suggest or demand prostitution or other sexual services.
- Actions which involve the issuance, purchase or sale of VALU for another person.
- Any actions related to gambling.
- Posting special privileges without providing specific details about their content (i.e. posting “I’ll do anything”, “I’ll only provide details via email”, or “Contact me if you want to do online work as a side job”, or posting content in a way that attempts to hide details or uses a secret language).
- Actions which involve committing violent acts of demand, making improper demands that exceed legal responsibility, use threatening language or behavior, or make use of violence, spread rumor, or use fraudulent means or force to damage the company’s reputation or disrupt the company’s operations, either directly or through a third party.
- Any actions which the company sees as possibly falling under any of the above items.
- Any other actions which the company deems to be inappropriate.
Article 9 (Issuance of VALU)
Members can issue their own VALU by paying a ￥500 (plus tax) issuance fee per transaction. However, the company will issue VALU free of charge for a limited period when the service first begins to be offered. The issuance fee can be paid by credit card or in BTC.
In order to issue VALU, members must first pass the company’s screening process. If you are authorized to issue VALU as a result of the screening (screening will take approximately 3 business days), the above mentioned issuance fee of ￥500 (plus tax) will be charged. If you are not authorized to issue VALU, you will not be charged an issuance fee. After the issuance fee has been charged, the issuance fee cannot be cancelled or returned for any reason.
The company makes no guarantees regarding the results of the screening, and shall not be held responsible for damages caused to members due to not being provided with authorization to issue VALU, except for situations caused intentionally or by gross negligence of the company.
Article 10. (Purchasing and Selling VALU)
1. If you are authorized to issue your VALU as outlined in the previous article, you will immediately be able to offer it for sale through the service, and it will become available for other members to purchase. As well as issuing new VALU, members can also sell other member’s VALU that they possess. All purchase of VALU will be performed using BTC through the online payment system. VALU cannot be purchased using credit cards, cash, or other forms of payment. After a VALU transaction has been established between members, the fees defined in the following chart will be charged to both the buyer and seller.
2. Members who wish to sell VALU provide the company or a payment service designated by the company (hereinafter “payment recipient”) with the right to act as a receiving proxy for the VALU purchase price. When the payment recipient receives the purchase price of the VALU from the member wishing to purchase, the purchase price transaction will be completed. The purchase price will be paid to the member selling the VALU from the payment recipient via BTC transfer, after the company’s specified transaction fee is deducted. Any completed sales or purchase transactions of VALU cannot be cancelled once complete, regardless of the reason.
3. If the company determines that during the issuance or sales/purchase of VALU actions have been taken which infringe the usage agreement or are otherwise inappropriate, the company may either limit or revoke the issuance or sales/purchase of the VALU, or invalidate any issued VALU. The company will not be held responsible for any damages to members caused by any measures outlined in this item, except for situations caused intentionally or by gross negligence of the company.
Article 11. (Special Privileges)
1. Issuers of VALU may provide fan events, send special expressions of gratitude, or provide special privileges to those who are in possession of their VALU (i.e. VALUers) in a way similar to bonuses provided to stockholders. Special privileges are not compulsory. The content of special privileges may vary depending on the amount of VALU the VALUER possesses. Any special privileges provided are to be established as a direct sales contract between the issuer and VALUER. The company will not be a concerned party of this sales contract. When creating special privileges please ensure that it is actually possible to provide the content specified. Please be aware that as more VALU is issued, the number of VALUers who can receive special privileges will increase. In addition, please be aware that issued VALU can be transferred from one member to another.
2. When setting special privileges, issuers must publish the date of when the special privileges will be provided (fulfilled) on their page, and must then ensure that the special event is performed or expression of gratitude, etc. is provided. In the event that the special privilege is not fulfilled by the planned date, or for unavoidable reasons the special privilege cannot be provided, the issuer shall contact and provide any required support to their VALUers. The company shall not be held responsible for any delays or defaults of obligations leading to unfulfilled privileges.
3. If personal information is required to provide a special privilege, members shall, of their own volition, provide their personal information to other members using a method defined by the company, or through messaging, etc. Members who acquire the personal information of another member are responsible for its management. The company shall not be held responsible for any damage or trouble that may result from the use or leakage of personal information.
4. If the issuer is providing a physical object as a special privilege, the issuer is responsible for following all laws related to specified commercial transactions, and the Act Against Unjustifiable Premiums and Misleading Representations, as well as all other related laws.
If any of the following applies, the issuer is responsible for publishing this information on their profile page:
(1) If the issuer is a seller, as defined by the Act on Specified Commercial Transactions: All information required by the Act on Specified Commercial Transactions.
(2) Second Hand Goods: Antique Dealer Permit
(3) Alcohol: Mail Order Liquor License
5. The following items may not be offered as special privileges:
- Cash, virtual currencies including BTC, electronic money, etc.
- Financial products including bonds, marketable securities, insurance, etc.
- Commoditized information
- Products related to multi-level marketing
- Digital contents that contain computer viruses
- Contraband goods (includes but is not limited to drugs such as narcotics, weapons, or other dangerous items)
- Products or services which infringe upon the rights of the company, other users, or third parties (includes but is not limited to counterfeit goods, pirated goods, or fan-based derivative works).
- Goods which have been procured through crimes such as theft.
- Items or services which infringe on public order and morals (includes but is not limited to items related to adult or child pornography, obscene goods, and sexual services).
- Items which require a license to sell as based upon law (includes but is not limited to tobacco products and pharmaceuticals, etc.). However, this may not apply to items for which the issuer has procured a license for at their own cost and under their own responsibility.
- Human bodies, organs, cells, blood, or other similar items.
- Living organisms.
- Any other items which the company deems to be inappropriate.
6.The company has no obligation to provide advice to issuers regarding the law or the acquisition of licenses for the purpose of providing special privileges. Issuers are responsible for all costs and obligations related to providing special privileges.
Article 12 (Disclaimer)
1. The company only provides and operates a place for the issuance, sales, and purchase of VALU by members. The decision to purchase VALU is the sole responsibility of each member. The company does not provide any guarantees regarding an issuer’s profile and explanations, or the content of special privileges including its authenticity, accuracy, validity or legality. In addition, the company does not provide any guarantees regarding the fulfillment of special privileges as planned.
2. The company will not be involved with or be held responsible for any trouble that occurs between issuers, VALUers and concerned parties related to the sales and purchase of VALU. Members themselves are solely responsible for resolving and dealing with any issues which may arise.
3. The company shall not be held responsible for any damages caused to members through the purchasing or sales of VALU, or by a failure in this process, except for situations caused intentionally or by gross negligence of the company.
4. Members understand that they may be taxed for their usage of the service, and shall use the service while following all applicable laws. Members are solely responsible for payment of taxes based upon their own confirmation of relevant laws. The company takes no responsibility for matters related to this.
5. The company takes no responsibility for any damage which may occur to members arising from the service. However, if the agreement related to the service between the company and the member (including this agreement) is a consumer contract as defined by the Consumer Contract Act, the disclaimers in this agreement will not apply.
6. Even for situations defined by the provisions in the previous item, the company takes no responsibility for damage to members, including damage due to special circumstances (includes situations in which the company or the member foresaw or could have foreseen that the damage would arise) caused by defaults on debt or illegal actions, arising from the company’s negligence (except for gross negligence). In addition, compensation for damage to members caused by defaults on debt or illegal actions arising from the company’s negligence (except for gross negligence) is calculated from the point of when the cause of the damage to the member occurred, for a retroactive period of 1 month. Compensation is limited to the equivalent of the total of the VALU issuance fee actually received by the company from the member, plus the payment agent fee.
Article 13. (Suspension or Interruption of The Service).
1. The company may suspend or interrupt all or part of the service for any of the reasons outlined below without providing prior notification to members. The company will not be held responsible for any damage to members caused by suspension to, or interruption of, the service.
- Failure of servers, transmission lines, or other equipment, malfunctions or other issues that make it impossible to offer the service.
- Periodic or emergency maintenance, inspections, repairs or changes to systems (includes servers, transmission lines and electricity supplies, and the buildings containing them).
- If the service is unable to be offered due to fire or power outages, etc.
- If the service is unable to be offered due to natural disasters such as earthquakes, volcanic eruptions, floods, or tsunami, etc.
- If the service is unable to be offered due to war, uprisings, riots, disturbances, labor disputes, or other occurrences of force majeure.
- If the service is unable to be offered due to legal or other measures based upon law.
- If trouble, service suspension or interruption occurs with external social networking services linked to the service, if the social network’s link with the service is suspended, or if there are changes to specifications.
- For other reasons, either operational or technical, for which the company deems that it is necessary to temporarily interrupt the service.
Article 14 (Changes to the Service and the Usage Agreement)
1. The company may choose to change or add to the content of the service or the terms of use (hereinafter “changes, etc.”) or abolish it at any time. If changes, etc. to the service or the usage agreement will have a serious effect on members, the content of the changes, etc. will be posted on the company's website. In the event the service is abolished, members will be informed in advance using a method specified by the company.
2. The company shall not be held responsible for any damage to members caused by any measures outlined in this article, except for situations caused intentionally or by gross negligence of the company.
Article 15. (Intellectual Property Rights)
1. The copyright related to the content of the service (including rights defined in article 27 and 28 of the Copyright Law, the same applies below), patent rights, utility model rights, trademark rights, design rights, and all other intellectual property rights (including the right to acquire those rights or rights related to the registration for those rights) are understood to belong to the company or to third parties with which the company has a license agreement. Except in situations in which members have received permission from the company and the third parties with which the company has a license agreement, or for usage which is within the scope of personal use as defined by Copyright Law, the applicable information may not be used, displayed, or provided for use by third parties.
2. All photos, information, etc. posted by members on the service may be used by the company for advertising or operating purposes.
3. All responsibilities related to communications or posting of content related to this service by its members are the sole responsibility of the members themselves. The company does not provide confirmation regarding the content, quality, authenticity, accuracy, validity, or legality of these communications or postings, or whether they infringe upon the rights of third parties. In addition, the company makes no guarantees regarding them and shall not be held responsible for them.
4. Members themselves must determine the content, quality, authenticity, accuracy, validity, or legality, etc. of communications or postings by other members. Members must not take actions that infringe upon or are at risk of infringing upon the copyright or other rights of the content described above. The company shall not be held responsible for any damages that may arise from the use of the company’s contents by users or third parties.
5. If members are found to have infringed the usage agreement, or have performed actions which are inappropriate in light of the usage agreement, the company may change or delete the content posted by the members with no prior notification.
Article 16. (General Terms and Conditions)
1. All notifications and communication from the company to its members will be provided in a suitable location within the website operated by the company, in the company’s application, or by other methods as deemed suitable by the company. If the company deems that it is necessary to notify or contact individual members, it may do this by using the email address, residential address or telephone number that the member has provided as part of their registration information. The company shall not be held responsible for any damages which may arise from non-delivery or delays of the company’s notifications or communications.
2. Regardless of whether any of the articles or sections of the terms of use are found to be invalid or unenforceable by the Consumer Contract Act or other laws and ordinances, the remaining sections of the terms of use shall continue to be fully valid. The company and the members shall treat these invalid or unenforceable articles or sections as legally valid, and these invalid or unenforceable articles or sections shall be amended as necessary to make them enforceable. The intent of the invalid or unenforceable articles or sections shall be interpreted to ensure an equivalent legal and economic effect.
3. Members shall act in accordance with the stipulations by the company for matters not stipulated in, or any questions regarding the interpretation of the usage agreement. If this does not resolve the matter, the company and the member shall aim to resolve the matter promptly in good faith, upon consultations.
Article 17. (Governing Law and Jurisdiction)）
The terms of use is to be interpreted in accordance with Japanese law. Depending on the content, the Tokyo District Court or the Tokyo Summary Court shall be the exclusive agreement jurisdictional court in the first instance over any disputes between the company and members.
Updates
Created May 1, 2017
Updated Aug 2, 2017