DOSI Biz Terms of Service
Last Updated: 2024.06.05
(Korean / Japanese)
1. Introduction
The purpose of these DOSI Biz Terms of Service (including schedules, appendices and annexes) (collectively, “Terms”) is to set forth the rights, obligations and responsibilities of the seller (the “Seller” or “you”) in accessing and using the DOSI Market to promote, display, distribute and sell Digital Items (“Products”) to users of the DOSI platform (“buyer” or “user”) (the “DOSI Market Service”) and your access to and use of the DOSI Biz service (the “DOSI Biz Service”) available at the domain name of dosi.line.biz (the “DOSI Biz Site”) after joining as a corporate (or other entity) member (or, as applicable, as a sole proprietorship) and utilizing related sales services and/or other services (DOSI Market Service and DOSI BIZ Service are herein referred to, collectively, as the “Service”). These Terms are entered into by and between you and LINE NEXT Inc. (“LINE NEXT”, “the Company”, “we”, or “us”).
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS.
(i) If you (1) do not consent to these Terms, (2) (in the case of an individual acting as a sole proprietor or in a similar capacity) are not at least fully 19 years old, or (3) are prohibited from accessing or using the DOSI platform, the Service or any of its content, products or services by applicable laws or these Terms, you may not access the platform or make use of the Service.
Given that this document contains important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you, please read carefully, understand and thereafter agree to these Terms. By using the Service, you agree to be legally bound by these Terms and, as applicable, consent to the collection, use, disclosure, and other processing of the information as set forth in the Privacy Policy relating to the DOSI services.
(ii) BY SIGNING UP FOR A DOSI BIZ ACCOUNT, YOU ARE AGREEING TO BE LEGALLY BOUND BY THESE TERMS AND ALL OF THE TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE. YOUR ACCESS TO AND USE OF OUR SERVICE IS ALSO SUBJECT TO OUR LINE USER INFORMATION PROVISION POLICY, PRIVACY POLICY AND DOSI MARKET TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE DOSI MARKET, DOSI BIZ AND OUR SERVICES.
If you are accessing or using the Service on behalf of a company or other entity, then “you” includes you and that business or entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, (b) you agree to these Terms on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access or use of the DOSI platform and our Services as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors. You also confirm that each individual officer or authorized person (including, if applicable, an individual acting as a sole proprietor) acting for you in connection with your entry into and performance of these Terms is at least fully 19 years of age. If you do not have such authority or do not consent to these Terms or if an individual officer or authorized person does not meet the stated age requirement, or if you and/or such legal entity (or, as applicable, sole proprietorship) has not complied with all requests made by us for additional information regarding you, such legal entity and/or other persons associated or affiliated with such legal entity, then you and such legal entity (or, as applicable, sole proprietorship) may not access or use the Service.
(iii) We reserve the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use commercially reasonable efforts to provide notice of such changes, such as by providing notice through the Service or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised terms and conditions, and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms regularly to check for such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.
(iv) Any transaction or contract for sale of the Product (the “Sale”) is always between you and the buyer. You are responsible for compliance with all Laws applicable to that Sale, both in the buyer’s location and your location. It is a material breach of these Terms if you do not comply with applicable Laws or any other terms of Sale.
(v) You (also referred to as “Sales Member” or “B2C Seller” in the terms of service of other DOSI-related services) must own (or otherwise hold all relevant rights associated with) the intellectual property rights for content associated with the Product and hold all responsibilities for the sale and distribution of the Product and obligations associated therewith.
(vi) Any creation, purchase or sale of items you make outside of the Service will be entirely at your risk. We do not control or endorse creation, purchase or sale of any products or items, including Digital Items, outside of the Service. We will have no obligation whatsoever at law or in equity to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions of, such items outside of the Service.
(vii) You can only sell Digital Items which meet the DOSI Market Platform Seller Guidelines which can be found on https://dosi.line.biz/support (the “Guidelines”), as may be revised from time to time. The Guidelines are provided for illustrative purposes and are not intended to be a complete discussion of relevant considerations. You are ultimately responsible for assuring that your Service-related activities are conducted in compliance with applicable laws. Accordingly, you should obtain your own legal, financial and tax advice.
(viii) You bear full responsibility for the identity, legitimacy, functionality and authenticity of Digital Items (and any content associated with such Digital Items) and/or related Benefits that you display, advertise, sell or make available on the Service.
(ix) If you access or use the Service from within a jurisdiction for which there are separate supplemental terms, you also hereby agree to the supplemental terms applicable to you in Additional Jurisdiction-Specific Terms. In the event of a conflict between the provisions of the Additional Jurisdiction-Specific Terms that are relevant to your jurisdiction and the rest of these Terms, the relevant jurisdictions’ Additional Jurisdiction-Specific Terms (available in the relevant translated version(s) of the Terms depending on your principal location or residence) will supersede and control.
(x) If there is a separate written agreement signed between you and us that specifically amends provisions of these Terms, and if there is any inconsistency between the amendment and these Terms, then except as expressly provided in the amendment, the amendment will prevail to the extent of the inconsistency.
(xi) You hereby acknowledge and agree that payment processing services are provided by Stripe Inc. and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to operate as a Seller, you agree to be bound by the Stripe Services Agreement from Stripe Inc., as the same may be modified by Stripe Inc. from time to time (https://stripe.com/legal/ssa). As a condition of enabling payment processing services through Stripe Inc., you agree to provide the Company accurate and complete information about you and your business, and you authorize the Company to share it and transaction information related to your use of the payment processing services provided by Stripe Inc. You further acknowledge and agree that even if there is a separate related service agreement provided by Stripe Inc.'s related company or affiliate on a country-by-country basis, you will be bound to Stripe Inc. directly regardless of such agreement.
(xii) You hereby acknowledge and agree that Stripe Inc. and its affiliates are responsible for settlements related to Stripe payment service, and if any issues arise from settlement transaction between you and Stripe Inc., we are not to be held liable for any such issues.
3. Definitions
For the purposes of these Terms, the following capitalized terms will have the meanings set forth below:
“Airdrop Function” means a service that allows the Seller to distribute its Product(s) to users as gifts or rewards for Seller’s marketing purposes.
“Affiliate” means, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person.
“B2C Transaction” means a transaction in which a Digital Item is provided by a Seller and purchased by a user in the DOSI Market.
“Brand Store” means a branded storefront with unique and customized functions in the DOSI Market available at the domain of X.store.dosi.world or store page in the mobile application version of the Service, where “X” represents the specific name of a brand. To use the Brand Store service, you must contact us at brand_offer@linecorp.com to negotiate and execute an additional agreement for additional features and terms for your Brand Store.
“C2C Transaction” means a transaction in which a Digital Item is sold by a user to, or purchased by a user from, another user.
“Cause Event” means (i) there is any defect or impairment in the IP Rights granted by you to us under these Terms (and such defect or impairment, if capable of cure, is not cured within 10 days following notice from us), (ii) you breach any obligations under these Terms in any material respect (which breach, if capable of cure, is not cured within 10 days following notice from us), or (iii) any of the representations and warranties made by you under these Terms (other than those for which a breach would constitute a Cause Event under sub-clause (i) hereof) was untrue in any material respect at the time such representation or warranty was made or repeated (and such misrepresentation, if capable of cure, is not cured within 10 days following notice).
“Control” means, with respect to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled,” “Controlled by,” “under common Control with” and “Controlling” shall have correlative meanings.
“Digital Item” means an item token available in the Service that records ownership information of the item on the blockchain and in respect of which the IP Right is being granted in accordance with these Terms.. Each Digital Item is a distinctive and unique item for which there is no copy or substitute. A Digital Item is not a medium of exchange and is not convertible virtual currency.
“DOSI Biz" means the operating service that allows you to register and display Products, manage the sales of registered Products, check asset details, review sales revenue and profit status, and manage your account.
“DOSI Market” means the collection of Open Market and Brand Store services that enables Sellers (or other holders of relevant rights) to introduce Digital Items to users and assist such users to purchase such products through the DOSI platform.
“Wallet” means an electronic wallet authorized by the Service that enables users to deposit, store, check and administer their Digital Items acquired or purchased via the DOSI Market or otherwise received in connection with related services. Use of the Wallet service is subject to the separate terms of service available at https://members.dosi.world/terms/tos/member
“Wallet API” means a service that enables you to use Wallet login function for your application or website and when user log-in through this function, you may obtain Access Token from user and access to user information from Wallet database through these Access Tokens.
"Exhibit" means the act of posting and sending information necessary for product transactions to be effected on the DOSI Market or other DOSI-related services, allowing users to view and purchase the product in the DOSI Market or other DOSI-related service, and “Exhibition” shall have a correlative meaning referring to the relevant information so sent or posted.
“Finschia” means the blockchain mainnet operated by the Finschia Foundation and the entire network environment operating on the mainnet.
“Insolvency Event” means, with respect to a Seller, that the Seller has filed (or caused to be filed) a petition in bankruptcy, is adjudicated insolvent or bankrupt, generally ceases paying debts as they mature, makes an assignment for the benefit of creditors, applies for or causes the appointment of a trustee, receiver or liquidator for it or any substantial part of its property or assets, or is the subject of a bankruptcy, reorganization, arrangement, insolvency, or other similar proceeding instituted by or against it under the laws of any jurisdiction, and in the case of any such proceeding instituted against you (but not initiated by it), either such proceeding shall remain undismissed or unstayed for a period of 90 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against it or the appointment of a receiver, trustee, custodian or similar official for it or for any substantial part of its property) shall occur.
“IP” means all patents, copyrights, rights of publicity, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
“IP Economic Right” means the right to copy, perform, broadcast, transmit, display, distribute, sell, transfer, assign or otherwise dispose of, lease, and create secondary works in respect of, a Licensed IP or any relevant portion thereof.
“Law” means any treaty, law, statute, rule or regulation (or any application or official interpretation of any thereof) of or in any jurisdiction to the extent applicable to you.
“Licensed IP” means all IP related to Digital Items you are selling, distributing, or making available in the Service.
“LINE App Notification” means a service that enables you to upload promotional announcements related to your DOSI Brand Store subject to strict adherence to our instructions.
“Losses” means any and all damages, judgments, awards, liabilities, losses, taxes, obligations, claims, fines, costs and expenses (including reasonable fees and expenses of attorneys, auditors, consultants and other agents) of any kind and nature.
“Marketing Support” means necessary support services regarding public relations relating to the Service or the production and sale of Digital Items utilizing the Service. Advanced support services are available through separate marketing packages offered at an additional cost.
“Open Market” means a storefront for DOSI non-branded stores in the DOSI Market available at the domain name of https://www.dosi.world/market and open market page in the mobile application version of the service.
“Partner Member” means a Person who holds the intellectual property rights for content associated with a Product (either as owner thereof or as a valid licensee thereof) that is to be directly sold by the Company and who has assigned, licensed or delegated (or will assign, license or delegate) such rights to the Company in connection with the sale by the Company of such Product.
“Payment Solution” means the method or methods of payment of the purchase prices or fees to be utilized by users for Products purchased or sold through DOSI Market, including (i) fiat payments made via credit card, bank wire transfer, ACH or other similar money payment service and (ii) payments using crypto assets.
“Payment Solution Fee” means the fee payable to a payment gateway or other provider of a Payment Solution.
“Person” means any natural person, general or limited partnership, corporation, limited liability company, limited liability partnership, firm, association or organization or other legal entity.
“Sales Member” (also referred to as “B2C Seller” in the terms of service of other DOSI-related services) means a Seller who intends to sell a Product through the sales service provided by the Company utilizing the Service. A Sales Member owns (or otherwise holds all relevant rights associated with) the intellectual property rights for content associated with such Product and has Ownership of such Product and holds all responsibilities for the sale of the Product and obligations associated therewith.
"Settlement Expense" means currency exchange fees, withdrawal fees, account fees, etc. that may be incurred in settling Shared Revenue to you. For Stripe payment service, related expenses are to be confirmed on the day of settlement to you, so there may be a difference between the actual deposited amount and settlement on Biz Report. However, we will provide relevant evidence within 3 business days from the settlement.
“Technical Support” means issuing, holding and transfer of Products and associated support services relating to DOSI Market operations (including responding to operational issues or failures).
“Territory” means all countries designated as service areas by LINE NEXT. We may exclude or restrict the service in certain countries from time to time at our sole discretion.
“USD” means United States dollars.
“User Transfer Function” means one way transfer service from your Wallet to a user’s Wallet where the object of a transfer is limited to Digital Items that you have purchased in the DOSI Market.
“Video Function” means a function that allows an approved Seller to upload, embed, display and publish video contents on the Service by using Youtube’s embed feature, subject to full compliance with Youtube Inc's terms of service.
4. Account Registration
(i) A Seller who wishes to use the Service (hereinafter referred to as a “Registration Applicant”) shall apply for the opening of a DOSI Biz account by the method set forth by us. We may post an indication of acceptance of the account registration on the service screen.
(ii) We may request such additional information and documentation as it may determine in its sole discretion to be necessary or appropriate when a Registration Applicant applies for registration and may examine the information entered and/or otherwise provided by the Registration Applicant. Certain details on Information to be input by a Registration Applicant can be found on the Site at the section DOSI BIZ > FAQ.
(iii) We may refuse to accept the account registration application for any of the following reasons, as determined in the LINE NEXT’s sole discretion:
(a) In the event that any individual officer or authorized person (including, as applicable, a sole proprietor) acting for the Registration Applicant is under the age of 19;
(b) In the event that the application content does not satisfy the registration criteria established by the Company from time to time for You or Partner Member;
(c) In the event of false information, omission, or error in the information submitted on or in connection with the application;
(d) In the event that the Company determines that the registration of the Registration Applicant as You or Partner Member is significantly impeded by the technology of LINE NEXT; or
(e) Other events or circumstances where LINE NEXT determines that acceptance of the application is not warranted (including, without limitation, where acceptance of the application would violate these Terms or applicable law, or would harm or threaten to harm the business or reputation of LINE NEXT or its affiliates or associated persons).
(iv) Whether or not to accept an application for account registration for the Service is determined according to the LINE NEXT's account registration standards and internal policies. The usage contract for the Service between LINE NEXT and the Registration Applicant, as evidenced by these Terms, shall only be established when the Company's approval is delivered to the Registration Applicant.
(v) We are not obligated to disclose the results of its account registration examination or consideration or to disclose any reason for any rejection of any request for account registration.
(vi) A Seller that opens an account on the Service must designate a transaction manager who is authorized to act and provide instructions for or on account of the Seller. You, the Seller, shall be solely responsible for all obligations and liabilities arising from the actions of your designated transaction manager.
In the event of a change in address, name, account number for payment, identification of transaction manager, or other relevant Seller details in relation to the account registration information of such Seller for the Service, the Seller must immediately notify the Company of the change via e-mail or other means. The Company shall notify the Seller of its approval, as applicable, and update to the relevant account information after confirming the changes and updating such Seller’s account registration information.
(i) You are responsible to maintain the security of your ID and password. Under no circumstances may Sellers transfer, sell, share, rent or lend their IDs or passwords to others.
(ii) You are responsible for any loss or damage caused by the leakage, transfer, sale, sharing, rental or loan of your ID or password without any cause attributable to LINE NEXT that constitutes gross negligence or willful misconduct on the part of LINE NEXT.
(iii) If you become aware of any unauthorized use of your password or of your account by any third party, you agree to notify the Company immediately at dl_dosi_biz@linecorp.com.
(i) Once you have successfully registered as a Seller on DOSI Biz and DOSI Market, you will be able to upload the details of your Product(s) and list them for display to users. Instructions for how to do this and the checks we conduct before a listing goes live can be found in the Guidelines. It is a material breach of these Terms if you do not provide complete and accurate details of your Products to buyers prior to and after a Sale.
(ii) You may proceed with Product transfer to the buyer by exchanging the Product for crypto assets or fiat payments supported by the Company.
(iii) In order to Exhibit Products to be sold by a Seller who is a Sales Member at the DOSI Market (or, as applicable, another DOSI-related site or service), an application for Exhibition registration must be submitted by the applicable Seller.
(iv) A Seller shall specify details such as the sales method, the sales price (using crypto assets or currency, in each case, as supported by the Company), the number of Products to be sold, and the sales period for the Product at the time of application for Exhibition registration.
(v) By submitting an application for Exhibition registration for any Product, the Seller represents and warrants to the Company that such Sales Member holds or has obtained all necessary permissions (and, as applicable, related reports or confirmations) and (as applicable) third-party permissions necessary to support the Exhibition registration for, and subsequent sale of, the relevant product.
(vi) A Seller cannot apply for the Exhibition or other submission of illegal products or products that otherwise violate these Terms or, to the extent applicable, the DOSI Market terms of service, DOSI Members terms of service or terms of service of any other DOSI-related service, and in the event of any damage to the company or a third party as a result of any requested Exhibition or other submission of an illegal product or a product that otherwise violates these Terms or such other applicable terms of service, such Seller shall be held liable and shall fully indemnify the Company for any losses in connection therewith.
(vii) Products registered for Exhibition are managed using the Wallet service operated by the Company.
(i) Product sales in the DOSI Market or other DOSI-related service are possible after the registration of a Seller and product Exhibition registration are completed. For this purpose, you must directly register and manage Product information and transaction conditions through the Service in the manner stipulated in (or otherwise in accordance with) relevant laws and regulations and these Terms. At this time, the type and scope of the Products sold, the selling price, and the terms of the transaction shall be determined by you, and the Company shall not be required to be involved in the process. However, the Company may establish general requirements and limitations related to the prevention of damage to buyers, such as supported payment method for products, in these Terms, in the terms and conditions applicable to the DOSI Member service, the DOSI Market service and/or other applicable terms of service and/or in a separate written agreement with a particular Seller. A Seller shall be responsible for reviewing and understanding the terms and conditions applicable to its Product sales and use of the Service and other DOSI-related services as in effect from time to time (including, as applicable to such Seller’s activities, the DOSI Market terms of service, the DOSI Members terms of service and the terms of service of any other applicable DOSI-related services), and for ensuring that its sales of Products using the Service do not violate such terms and conditions, these Terms or the requirements of applicable laws and regulations.
(ii) When you sell a Product to a buyer using the Service and other DOSI-related services, a product sale contract between you and the relevant buyer is established. The Seller and the purchasing user shall take full responsibility for any transaction(s) entered into between them, and the Company shall not be responsible for any damage or loss incurred by the Seller or the purchasing user arising from any such transaction.
(iii) You must sell the Product at the sales price registered for such sale on the Service, and in the event that there is an additional cost to purchase the Product, it must be clearly and conspicuously stated for buyers in the relevant Exhibition details. The buyer’s allowable payment method can be specified by you by selecting one of the payment methods supported by the Company.
(iv) You shall inform potential buyers of all material transaction details and conditions such as the features, specifications, and sales price of the product to be sold. In the event that there is a special transaction condition in connection with the sale of the relevant Product, such special transaction condition shall be clearly and conspicuously stated for buyer in the relevant Exhibition details.
(v) The Company may delete or cancel the registered Product registration and take necessary actions such as restricting Product sales and suspending your account or ID in the event of any of the following events, as determined in the sole discretion of the Company: (i) a dispute over the intellectual property rights relating to the content associated with any product; (ii) you, or any applicable transferor or licensor to you, loses or ceases to hold the relevant intellectual property rights, use rights, or other relevant rights or permissions regarding the content underlying a Product, resulting in a situation in which the product cannot be sold as set forth in or in manner consistent with the DOSI service; (iii) the Product has been used for a crime or there is a risk of being used for a crime; (iv) a Platform Seller Guideline violation; (v) other cases where the Company determines, in its sole and absolute discretion, that the handling of or support for such Product is inappropriate (including, without limitation, where the Product or its Exhibition violates any of the provisions regarding Prohibited Activities as set forth in these Terms or otherwise violates applicable provisions of the DOSI Market terms of service, the DOSI Members terms of service or the terms of service of another DOSI-related service); or (vii) your Product listing does not make available all legally required terms and conditions (under applicable law) to a buyer prior to the Sale. It is a material breach of these Terms if you do not provide a buyer such terms and conditions prior to the conclusion of any Sale.
(vi) You may sell your Products in the manners made available to you. The availability of some functionalities used for selling Products may be restricted to certain Sellers, as determined at our sole discretion.
(i) By using the DOSI Market and DOSI-related services, you grant to LINE NEXT and its Affiliates a perpetual, world-wide, irrevocable, royalty-free, fully transferable, sub-licensable license to use, copy, reproduce, host, display, modify, develop, transmit, exhibit, distribute, make available, publish, translate and create derivative materials based on, and otherwise utilize (to the extent necessary for the purpose of this Agreement) the Licensed IP and provide related actual content materials of the Licensed IP, including but not limited to files, storyline, images, artwork, short videos, 3D models and figures (“Content Materials”) for marketing, promotional and any other purposes, including facilitation of the continued trading of Products and to authorize users or third parties to view, access, download, reproduce, make derivative works of, publish and/or transmit the Licensed IP and Content Materials (the rights granted under this section collectively referred to as the “IP Right”). The IP Right shall include all types of rights to exploit the Licensed IP for the purposes set forth in this Section 9 (i), including, but not limited to, performance rights, public transmission rights, exhibition rights, distribution rights, rental rights, and rights to produce secondary works.
(ii) To the maximum extent permitted by applicable Law, you further grant an exclusive, transferable, non-revocable, worldwide, perpetual, and royalty-free right and license to any users and buyers of the Products, for so long as such user holds the Product, to use and display the Product for the following purposes: (i) the user’s own personal, non-commercial use; (ii) the purchase and sale of the Products in the DOSI Market; and (iii) the use or display of the Product as part of a third-party website or application that permits the inclusion, involvement or participation of such Digital Item (whether in its original form or other form or medium).
(iii) This license by you to us does not impact your intellectual property rights or other rights in and to your Products (unless otherwise specified in a separate agreement with us) or your Content Materials in any way.
(iv) You acknowledge and agree that your Content Materials shall comply with our Guidelines.
(v) You acknowledge and agree that LINE NEXT may reassign any rights or benefits related to your Product from user to user.
(vi) To the extent permitted under applicable Law, you shall, promptly following the granting of the IP Right with respect to any Item, record and enter LINE NEXT as a registered user of the Licensed IP, at your sole cost and expense and take all other action necessary or appropriate to preserve the LINE NEXT’s right and interest with respect to the IP Right, provided that, following the termination of all agreements and licenses, you shall have the right to cancel such recordals or entries.
(i) Payment by buyers to you for the purchase of your Products shall be through the Payment Solution. The Payment Solution may be developed by us or sourced by us through a third party specializing in such solutions, at our discretion. We will promptly provide to you information on the fees to be paid in consideration for use of the Payment Solution. The methods for payment, which may include (i) fiat payments made via credit card, bank wire transfer, ACH or other similar money payment service and (ii) payments using crypto assets, may be implemented progressively according to our development of the Service. The Company shall provide to you periodically, or on your request, information on the methods for payment which have been implemented.
(ii) During the term of these Terms you will receive part of the revenue from Sale of Products in accordance with the Revenue Share Plan set forth in Annex A hereto (the “Shared Revenue”). We may, in our sole and absolute discretion, amend the fees and rates from time to time and inform you of such amendment by providing notice through the DOSI Biz Site or via e-mail. If you are a licensee of the Licensed IP, there shall be no revenue distributed from our part to the third-party owner of the Licensed IP, and any payment obligation to such third-party owner of the Licensed IP shall be your sole responsibility.
(iii) However, if you are incorporated in Japan or you and the Company mutually agreed upon on separate Revenue Share Plan by a written agreement, Annex A shall not be applicable to you and you will receive part of the revenue or incentive from your Sales of Product according to the Additional Jurisdiction-Specific Terms or separate written agreement.
(iv) The fees that we charge for your use of the DOSI platform, the DOSI Market and our Services will be based on a certain percentage for Sales based on the amount paid by the buyer as set forth in Annex A hereto. If you wish to use any special functions or features on the DOSI Market or related services, or participate in any additional programs, please contact us at brand_offer@linecorp.com.
(v) Subject to internal Company policies and procedures regarding flow of funds relating to settlement of transactions, the Company receives or may receive the sales proceeds from the transaction between the Seller and the buyer on behalf of the Seller and, in such circumstances, pays the amount due to the Seller in accordance with these Terms and the usage policy or otherwise causes, arranges or facilitates payment of the amount due to the Seller to an account of the Seller, and you agree that the Company may sub-delegate these rights to other Payment Solution Providers in connection with your Sales on DOSI Market.
(vi) You acknowledge and agree that you are solely responsible for federal, state and local tax consequences associated with the Shared Revenue. If any deductions or taxes, including but not limited to withholding tax, are required by applicable Law, you will notify us and will pay to us any additional sums necessary to ensure that we receive the agreed amount under these Terms.
(i) We provide access to the following DOSI Biz Services to each relevant Seller. You acknowledge and agree that the form, nature and any part of the DOSI Biz Service may change from time to time without prior notice, and that we may add new features and change any part of the DOSI Biz Service at any time without prior notice.
(a) Registration of product Exhibition details
(b) Management of product Exhibition status
(c) Confirmation of product stock
(d) Confirmation of asset details
(e) Confirmation of revenue and profit history
(f) Management of Seller membership and account details
(g) Wallet
(h) Operation Support
(i) Technical Support
(j) Market Support
(k) All other services related to or associated with the preceding items
(l) Any other DOSI Biz-related service provided by the Company in its determination in addition to the services set forth in subparagraphs (a) to (k).
(ii) The content of the DOSI Biz Service is subject to change without prior notice for service improvement. You must check the latest information on the DOSI Biz Service and make your final judgment as to your access to and use of the DOSI Biz Service (and related services provided by the Company) and the information obtained by using the DOSI Biz Service. Any responsibility arising therefrom shall be entirely borne by the relevant Seller. The Company is not responsible for any damage caused by a Seller’s use of the DOSI Biz Service.
(iii) The Company provides intermediary listing and sales services that support Sellers to sell Products using the Service. The Company allows the Seller to register the Product to be sold through the Service and related DOSI services and to sell the Product within the scope of these Terms and the Service, and, as applicable, the terms of the DOSI Market terms of service, the DOSI Members terms of service and the terms of service of other applicable DOSI-related services. As an intermediary listing and sales service provider, the Company bears only the responsibility for the operation and management of the Service. It does not represent a buyer or a Seller in relation to Product transactions. The relevant Seller shall bear direct and full responsibility for all obligations relating to or arising in connection with the transaction between a user and such Seller and the information provided and registered by such Seller (including, without limitation, the accuracy of the related Exhibition details).
(iv) Each Seller understands and acknowledges that it will receive the DOSI Biz Service only in respect of its own products, assets, and related revenues and profit history. Your registration for an account and use of the Service will not provide you with, or entitle you to receive or view, information relating to any other Seller or any such other Seller’s account details, products, assets, or revenues and profit history.
(v) You acknowledge and agree that you are fully responsible for addressing all user claims and legal matters that relate to your Product and your use of the Service.
(vi) The following are optional services that are available to you if you have been authorized by us via email(brand_offer@linecorp.com).
(a) You may, subject to your request and our approval, use the User Transfer Function solely for the purpose of transferring a Product purchased by you in a DOSI Market to a user in order to promote your Product or to promote the DOSI platform. You may not use the User Transfer Function for any other purpose. You understand and agree that transfers may not be cancelled or changed in any circumstances and that any losses, costs or damages incurred due to a transfer shall be your sole responsibility. Any misuses or abuse of the User Transfer Function is strictly prohibited. To prevent disruption of the ecosystem through buybacks or other means to raise the floor price, any such activity will result in the immediate suspension of the User Transfer Function.
(b) You may, subject to your request and our approval, access and use the LAN function solely for the purpose of uploading information of your Product on your storefront’s notification page. You also understand and agree that you will upload DOSI Market-related materials only, which pertains to the events led by you. You may be granted access to a “BETA” and/or “REAL” version of the LAN function and you understand that the “BETA” LAN may only be used for pre-examining purposes, while “REAL” LAN is used to upload content that is released to the public. You agree to follow the “Notification Guideline” that we provide to you, and understand that any non-compliance, deviations, violations, regarding the guideline, any misuses, or abuses with respect to the use of LAN, or any breach of these Terms may result in the loss of authorization and/or access to your DOSI Market LAN page. You agree to include in all contents and materials you make available through the LAN function a Disclaimer on our behalf releasing us from any liability with regards to all announcements, materials, contents, advertisements, and any other information.
(c) You may, subject to your request and our approval, use the Wallet API feature solely for the purpose of developing and testing your applications and functions related to your Product(s) related function for internal use prior to launch of your Digital Items on DOSI Market. You may not use the Wallet API for any other purpose, including, without limitation, for integration after launch of the Service unless you execute a separate written agreement with us. Your use of the Wallet API does not grant you ownership of or any other rights with respect to any content, code, data or other materials that you may access. We reserve all rights in and to such content, code, data or other materials. Should you use the API other than as specified in this paragraph without our prior written consent, we may, in our sole discretion, terminate these Terms, or suspend your access to and use of the API, on written notice with immediate effect. We may physically or remotely monitor and audit your use of the API to ensure you are complying with this provision. You shall keep complete and accurate records to demonstrate your compliance with this provision.
(d) You may, subject to your request and our approval, use the Video Function solely for the purpose of your Digital Items sales on the Service. You shall be solely responsible for all video contents and the consequences of uploading, embedding, displaying and publishing your video contents on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to upload, embed, display and publish such video contents, and You further affirm, represent, and warrant that you are in full compliance with Youtube Inc's terms of service. You hereby grant all license required for the Company to display, transmit, distribute, make available and publish such video contents on the Service.
(e) You may, subject to your request and our approval, use the Airdrop Function. You represent and warrant to us that you will submit the purpose of the distribution, method of distribution, to whom it will be distributed, the number of times it will be distributed, and the duration of the distribution in the form requested by us, and that you have obtained all necessary licenses, declarations, third party permissions, etc. for distributing your Digital Item through the Airdrop Function. The Company consider Digital Items distributed through the Airdrop Function to be the same as if they were sold to user through the Service by You, and You are subject to all of the Terms. You fully acknowledge that You are the issuer of such Digital Item and are responsible for all liability arising in connection therewith. The Company may charge fees in connection with the Airdrop Function through a separate written agreement.
(vii) You acknowledge and agree that we may, in our sole discretion, determine not to host Digital Items on particular Items (and may remove any hosted Digital Item from the DOSI Market) or provide any related services for any reason, including without limitation to comply with applicable Law or to address any actual or asserted infringement of third-party rights.
(i) In the event that you wish to terminate your usage contract for the Service, you must request the withdrawal of your membership using a method approved and set forth by the Company. Subject to any restrictions imposed by applicable law or these Terms, the Company shall process the withdrawal after confirming the request.
(ii) In the event that a Seller engages in any activity (or omits to take any action) or is otherwise subject to events or circumstances as set forth below, the Company may limit, suspend, or cancel the membership of such Seller without any requirement for notice.
(a) In the event that the Seller violates these Terms or there is another reason for termination pursuant to these Terms and/or the internal policies of the Company;
(b) In the event that it is determined that a basis exists for refusal of account registration as stipulated in Section 4 (iii) of these Terms, whether the relevant circumstances arose prior to or subsequent to account registration;
(c) In the event that the Seller fails to pay any amount or liability owing to the Company or any of its affiliates on or prior to the applicable due date; or
(d) In the event that activity or inactivity of the Seller, or any event or circumstance affecting the users, threatens the good order of e-commerce, such as by interfering with other users' use of the Service or stealing or misusing information.
(iii) If there is a separate written agreement signed between the Company and a Seller that specifically amends provisions of these Terms, the Company agrees to notify a Seller of the expiration of such agreement at least one month before the expiration date. Such Seller shall be required to apply to the Company to renew or terminate its account registration for the Service. Subject to these Terms and applicable law, the Company shall adjust the Seller's authority rights in accordance with the Seller's intent. By renewing its account registration for the Service, the Seller is agreeing to be legally bound by these Terms and all of the terms and conditions incorporated herein by reference, and the terms of any separate written agreement shall not apply after termination or expiration of such agreement.
(iv) Each provision of these Terms regarding a Seller's obligations and responsibilities in relation to the use of the Service shall, to the extent arising on or prior to the effective date of termination or as otherwise provided herein, remain valid after the termination of the Seller’s account and authorization in accordance with this Article. The Company shall not be liable for any damage caused to a Seller by a termination or suspension of its account or access rights or by its use or misuse of the Service unless otherwise required pursuant to applicable laws and regulations.
You agree that you are responsible for your own conduct and any consequences thereof while accessing or using the Service. You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. In addition, you agree that your use of the Service and of any related DOSI services will comply with applicable provisions of the DOSI Market terms of service, the DOSI Members terms of service and the terms of service of any other DOSI-related services that you may access or use (including, without limitation, provisions thereof regarding conditions of use and prohibited activities, as such provisions may be supplemented and/or amended from time to time).
(i) Seller Warranties
Without limiting the foregoing, you warrant and agree that your use of the Service (which, for this purpose, will include any related use of, or impact or effect on, any other DOSI-related service and, as applicable, users thereof) will not:
(a) in any manner involve:
(1) sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, manipulative, obscene or otherwise objectionable content (which may include (but will not be limited to) sexual exploitation against children or adults or other pornographic material), promote suicide or self-injury or encourage hatred or violence against other persons, animals, businesses or property;
(2) distributing any viruses, worms, defects, Trojan horses, corrupted files, hoaxes or any other items of a destructive or deceptive nature;
(3) uploading, posting, transmitting or otherwise making available through the Service any content that infringes the intellectual property rights of any party;
(4) using the Service to violate or infringe the legal rights (such as rights of privacy and publicity and other intellectual property rights) of others in any other manner;
(5) engaging in, promoting or encouraging illegal activity (including, without limitation, money laundering, terrorist financing or other illicit financial activity);
(6) interfering with other Users’ enjoyment of the Service (or with the ability of users of other DOSI-related services to access, use and enjoy such services);
(7) using or exploiting the Service for any unauthorized commercial purpose;
(8) modifying, adapting, translating or reverse engineering any portion of the Service;
(9) removing any copyright, trademark, other intellectual property or other proprietary rights notices contained in or on the Service or any part of it;
(10) reformatting any portion of the Service;
(11) displaying on the Service any hate-related or violent content or any other content containing any materials, products or services that violate or encourage violation of any criminal laws, other applicable laws or any third-party rights;
(12) using any spider, site search/retrieval application or other device to retrieve or index any portion of the Service or the content posted on the Service, or to collect information about its users for any unauthorized purpose;
(13) accessing or using the Service for the purpose of creating a product or service that is competitive with any of our products or services;
(14) abusing, harassing or threatening another user of the Service or any of our authorized representatives, customer service personnel, chat board moderators or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by our employees or otherwise);
(15) using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the Service or any of our authorized representatives, customer service personnel, chat board moderators or volunteers;
(16) using the Service or other DOSI-related services to send, upload, distribute, disseminate, sell or offer to sell Products that are, or may be deemed to be, securities, instruments redeemable for securities or other financial instruments, or any other type of financial instrument that is subject to registration or licensing under the laws of the United States or any other applicable jurisdiction, including Products that provide ownership or profit sharing rights or distributions in respect of a corporate or other entity, joint venture, investment fund, or other pool of assets, as well as fractionalized Products that represent divided or fractional ownership in a single Product (except for fractionalized Products that have been distributed or sold by and are expressly supported by the Company); or
(17) using the Service or other DOSI-related services to send, upload, distribute, disseminate, sell or offer to sell Products that are used in, promote or provide access to gambling activities (such as lotteries, online casinos and/or land-based gambling facilities, whether such activities are legal or illegal under applicable laws); or
(each, a “Category A Prohibited Activity”);
and/or
(b) in any manner involve:
(1) impersonating another person (via the use of an email address or otherwise) or improperly claiming to be acting for, or authorized to act for, any entity or organization;
(2) purchasing, selling or facilitating the purchase and sale of any User account(s) to other Users or third parties for cash, cryptocurrency or other consideration outside of the Service; or
(3) conducting any business with anti-social forces
(each, a “Category B Prohibited Activity” and, together with Category A Prohibited Activities, the “Prohibited Activities”).
(ii) Effect of Your Breaches
In the event that you engage in any of the Prohibited Activities set forth in the preceding paragraphs or otherwise engage in any activity that is prohibited by these Terms, or you otherwise breach a provision of these Terms, we may, at our absolute and sole discretion, immediately suspend or terminate your account, without notice or liability to you, and without limiting any of our legal, equitable or other rights or remedies or our other rights or remedies under these Terms.
You may offer certain utility, functionality, rewards, experiences or opportunities (“Benefits”) from time to time in connection with any individual Product made available on the Service. You acknowledge that you are fully responsible and liable for any Benefits that you provide, including without limitation, acquiring any services, licenses or materials, bearing the related costs, and ensuring compliance with applicable Laws in connection with the Benefits.
You hereby represent, covenant and warrant that you will at all times comply with all applicable Laws, hold and maintain all necessary licenses and clearances with respect to any Benefits offered by you to users and buyers.
You shall conspicuously specify in information or materials provided to users in relation to the Benefits that you are solely responsible for the Benefits and that LINE NEXT bears no duties or liability.
You agree and undertake that during the Term and five (5) years after the Term, you shall keep any information relating to us, our business and affairs which you have obtained or received (“Confidential Information”) confidential, and you will not use the Confidential Information for any purpose other than necessary for you to perform your obligations under these Terms. You shall not disclose the Confidential Information to any third party without our prior written consent.
You acknowledge and agree that we may report your information to payment service providers, including without limitation LINE Pay Co., Ltd. and Stripe Inc., in response to requests from such payment service providers.
You acknowledge and agree that we may share and provide your information of related to Sales on DOSI Market, such as usage and sales information, to Finschia Foundation as a use case on the Finschia and that this information may be disclosed to the public.
(i) Termination of your account or your use of the Service shall not affect (i) the right of LINE NEXT and any direct and indirect assignee and successor of LINE NEXT to continue to facilitate the trading through the DOSI Market of any Products issued and sold by you in accordance with these Terms or (ii) the right of buyers and users to use, trade and display the Product and related content. In the event of termination, you will remain responsible for performing all of your obligations to buyers in connection with transactions entered into before the date of termination and for any liabilities that accrued before or as a result of the termination.
(ii) We may terminate your account upon written notice to you (i) immediately in the case of an Insolvency Event or Cause Event specified in sub-clause (i) thereof or (ii) upon not less than 5 days’ prior written notice to you in the case of any other Cause Event. Alternatively, upon the occurrence of a Cause Event with respect to you under sub-clause (i) of the definition thereof that affects some, but not all, of the IP Rights granted to us hereunder, we may elect to require that the Terms be renegotiated to exclude the defective or impaired IP Rights and modify applicable provisions based on the remaining non-defective and non-impaired IP Rights (in which case you agrees to negotiate in good faith to effect appropriate modifications).
(iii) You may terminate your use of the DOSI Market and Services at any time by giving us written notice not less than sixty (60) days prior to the requested termination date at Partner@dosi.world. However, if there is any on-going legal dispute or case related to your Product or any other negative event between you and us, we may deny your termination request at our own discretion.
(i) In principle, the Company shall use good faith efforts to provide the Service 24 hours a day, 7 days a week.
(ii) The Company may temporarily suspend the provision of the Service in the event of maintenance, replacement, breakdown, communication interruption, or operational reasons (including, without limitation, those affecting its information and communication facilities (such as computers)). In this case, the Company shall provide notification of this fact in advance on the Service provision screen. However, in the event that there is an unavoidable reason that the Company cannot provide such advance notification, notification may be provided after the implementation of such suspension. The Company will not be held liable for any damage caused by any such suspension in the absence of willful misconduct or gross negligence on the part of the Company.
(iii) The Company may conduct regular inspections or reviews (technical or otherwise) if necessary or advisable for or in connection with the provision of the Service. The dates of any such regular inspections or reviews shall be announced on the Service provision screen. In that event, restrictions on the use of part or all of the Service may occur. The Company will not be liable for any damage caused by any such use restrictions in the absence of willful misconduct or gross negligence on the part of the Company.
(iv) In addition, the Company will not be liable for any damage or other problems in relation to the use of certain features within the Service being restricted or suspended due to the action, inaction, review or inspection of such feature(s) by or attributable to an applicable third party except to the extent such damage or other problem is caused willful misconduct or gross negligence on the part of the Company.
Article 2, Article 6, Section 8 (v), Article 9, Section 11 (iii) and (v), Articles 13 – 16, and Articles 18-29 shall survive any termination or expiration for any reason.
(i) You represent and warrant to us that you are the sole legal and beneficial owner of the Licensed IP which is subject to the license of IP Rights hereunder, or are an authorized licensee of the Licensed IP with the authority to sublicense the IP Rights to us, and, subject to the license given hereunder to us, you have all right to use, hold, copy, perform, broadcast, transmit, display, distribute, sell, transfer, lease, license, assign, create secondary works in respect of, or otherwise dispose of such Licensed IP and any IP Economic Rights associated therewith. You shall provide such documentation and other proof establishing its full, unencumbered legal and beneficial ownership of and title to the Licensed IP (and any associated IP Economic Rights), or (as applicable) your status as an authorized licensee of the Licensed IP (and any associated IP Economic Rights) with the authority to sublicense the IP Rights to us, consistent with the provisions of this Section 13(i), as is reasonably satisfactory to us and shall, promptly upon our request, provide any additional document or proof of such status as we may reasonably request.
(ii) You shall be responsible for addressing all user claims and legal matters that relate to the Licensed IP, the IP Rights, and any Digital Items made available by you, including monitoring for infringements of the Licensed IP by third parties and taking such legal or other steps as are commercially reasonable for the purpose of preserving the value of the Licensed IP and the use of the IP Right by us in accordance with these Terms and for the purpose of preserving you title to (or, as applicable, authorized licensee status with respect to) the Licensed IP and any associated IP Economic Rights consistent with the representations set forth in Section 13(i). Any action or proceeding in or out of court in response to an infringement shall be conducted by you at your own cost; provided that we may join or otherwise participate in such action or proceeding to the extent permitted under applicable Law. If we notify you that we have determined that an infringement in any material way adversely affects our interests under these Terms and request that you take action to cause an end to such infringement, in the absence of such action within a reasonable period of time after such notification, we shall be entitled to act or commence proceedings in or out of court in response to such infringement at your cost.
(iii) If we receive a notice from any third party claiming that we have infringed, or are infringing, on such third party’s rights based on our activities hereunder pursuant to the IP Right, we will notify you of such third-party claim, and you shall be responsible for addressing and responding to such claim at your cost (which may include initiating or participating in any court or other proceedings relating thereto); and in the event that we suffer any Losses as a result of such a third-party claim (including, as applicable, in connection with a court or other formal proceeding), such Losses shall, for the avoidance of doubt, be subject to the indemnification provisions in Section 21(i) hereof. In addition, we may in our sole discretion cease hosting any Product issued by you with respect to which such infringement is alleged, withhold any Shared Revenue payments to you with respect to such Product, and take any action to protect LINE NEXT against any such infringement claim, until such infringement claim is finally resolved in favor of you and LINE NEXT.
(i) YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THAT THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR PARENT COMPANY, SUBSIDIARIES, OTHER AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE AND ANY PART OF IT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR PARENT COMPANY, SUBSIDIARIES, OTHER AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE; (IV) THE SERVICE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SERVICE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CERTAIN CONTRACTS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU IF AND TO THE EXTENT REQUIRED BY LAW.
(ii) YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE SERVICE, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE AND THE RELEVANT BLOCKCHAIN NETWORK.
WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE RELEVANT BLOCKCHAIN NETWORK, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES RESULTING IN FUND OR ASSET LOSSES.
(iii) You expressly acknowledge that we have no special relationship with or fiduciary duty to you. You acknowledge that we make no warranty regarding the results of your use of DOSI Market, DOSI Biz and all DOSI-related Services.
(iv) We and our Affiliates have no obligation to clear any rights in the Product or Content Materials, or to ensure that they comply with applicable Laws.
(v) In the event that you have a dispute with a user, buyer or any third party, you agree to release us (including our Affiliates and each of our and their respective officers, directors, employees, agents, successors, representatives, shareholders, and suppliers) from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, foreseeable or unforeseeable, arising out of or in any way connected to such disputes with the user, buyer or any third party.
(i) You shall indemnify, save and hold harmless LINE NEXT, and its Affiliates and their respective directors, officers, employees, representatives, agents, successors and assigns from and against all Losses arising out of or connected with any claim, demand, action or proceeding by a third party, that directly or indirectly arises from or relates to a breach or inaccuracy of any of the representations, warranties or covenants made by you in these Terms, your use or misuse of the Service, or your conduct in connection with the use or misuse of the Service, your violation of applicable laws, rules or regulations, or of the rights (including intellectual property rights) of any person, in connection with your access to or use of the Service or other DOSI-related services; or your negligence, fraud, willful misconduct or misrepresentations. Pending the disposition of any such claim, demand, or action, LINE NEXT shall have the right to withhold payment of any monies due you under these Terms in an amount reasonably related to the amount of the claim, demand or action and may set-off such amounts in its discretion.
If you are obligated to indemnify us, you agree that we will have control of the defense or settlement of any such claims made by a third party.
(ii) We shall indemnify you from and against all Losses arising out of or connection with any claim by a third party, that directly or indirectly arises from or relates to a breach or inaccuracy of any of the representations, warranties or covenants made by us in these Terms.
(iii) YOU UNDERSTAND AND AGREE THAT WE, OUR PARENT COMPANY, SUBSIDIARIES, OTHER AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SERVICE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SERVICE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE SERVICE TO YOU WITHOUT THESE LIMITATIONS.
22. Assumption of Risks
(i) Use of Blockchain
The Service and other DOSI-related services do not store, send, or receive Digital Items. We provide functions that enable users to deposit, store, check and administer their Digital Items purchased via the DOSI Market (or other DOSI-related services) or otherwise received by a Wallet. This is because Digital Items exist only by virtue of the ownership record maintained on the DOSI service’s supporting blockchain in the Finschia. Any transfer of Digital Items occurs within the Finschia, and not on the Service or other applicable DOSI-related service.
(ii) Inherent Risks with Digital or Other Internet-Based Currency or Assets
You understand and agree that there are risks associated with using an Internet-based currency or asset, including, but not limited to, the risk of hardware failure, software corruption and Internet connection interruption or failure, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to the stored information. You accept and acknowledge that we will not be responsible for any communication, system or other failures, disruptions, errors, malicious attacks, hardware or software failure or corruption, distortions, delays or other similar events you may experience when using the Service (or, as applicable, other DOSI-related services), your electronic wallet and any blockchain network.
(iii) Regulatory Uncertainty
The regulatory regime governing blockchain technologies, cryptocurrencies, and digital tokens are uncertain, and new regulations or policies may materially adversely affect the development of the Service and other DOSI-related services and hence the potential utility or value of Digital Items or other assets.
(iv) Software Risks
An upgrade to the relevant blockchain network, a hard fork in the relevant blockchain network, or a change in how transactions are confirmed on the relevant blockchain network may have unintended, adverse effects on Digital Items or other assets.
(v) Risks Underlying the Popularity of the Blockchain Ecosystem
A decrease in the level of use or public interest in the creation and development of blockchain networks may have adverse impacts on the development of the applicable ecosystem and related application programs and have further negative influences on the potential usefulness or value of Digital Items or other assets.
(i) You hereby represents and warrants to LINE NEXT as follows: (i) (a) if you are an entity, it is duly organized and/or formed and is in good standing in its jurisdiction of organization or formation, and it is duly authorized to do business in its jurisdiction of organization or formation and in each other jurisdiction where its activities that are the subject of these Terms require it to be so authorized or (b) if you are a natural person, you are at least 19 years of age and is otherwise of legal age, in the jurisdiction of your residence and nationality, to agree to be bound by these Terms; (ii) if you are an entity, it has full corporate (or other relevant entity) power and authority to enter into and perform fully the terms of these Terms; (iii) the execution, delivery and performance of these Terms on behalf of you will not violate any applicable law, rule, regulation, governing document (if you are an entity), contract or other material agreement binding upon you; (iv) you are not part or related to any anti-social forces; and (v) these Terms constitute legal, valid, binding and enforceable obligations against you (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application).
(ii) We hereby represent and warrant to you as follows: (i) LINE NEXT is duly organized and/or formed and is in good standing in its jurisdiction of organization or formation, and it is duly authorized to do business in its jurisdiction of organization or formation and in each other jurisdiction where its activities that are the subject of these Terms require it to be so authorized; (ii) it has full corporate power and authority to enter into and perform fully the terms of these Terms; (iii) the execution, delivery and performance of these Terms on its behalf will not violate any applicable law, rule, regulation, governing document, contract or other material agreement binding upon it; and (iv) these Terms constitute legal, valid, binding and enforceable obligations against it (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application).
(i) We may assign or transfer the rights and obligations under these Terms, (i) to a successor in interest as part of a sale, merger or other transfer with respect to our entire business or the part of our business to which these Terms relate, whether such a sale occurs through an asset sale, stock sale, merger or other combination, or (ii) to an Affiliate of LINE NEXT with or without notice to you.
(ii) You may not assign or otherwise transfer these Terms or the rights or obligations hereunder (other than by operation of law), either in whole or in part, without our prior written consent, which consent may be withheld in our sole discretion.
(iii) Any attempted transfer or assignment in violation of this Article 24 is null and void and shall be deemed a material breach of these Terms.
(i) For the purposes hereof, a “Force Majeure Event” shall mean a cause beyond our reasonable control, including but not limited to war, invasion, hostilities (whether declared or not), acts of the public enemy, terrorist threats or acts, riot or civil unrest; epidemics, pandemics (including the 2019 novel coronavirus (COVID-19) pandemic or any variations thereof), public health emergency; government order, law, or action; embargoes or blockades in effect on or after the date of these Terms; acts of God or the elements; flood, fire, earthquake, explosion, tsunami or other natural disaster; failure of transportation; failure of equipment or facilities of third parties; strikes, labor stoppages or slowdowns or other industrial disturbances; shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and any other cause whether or not of a similar nature that is beyond our reasonable control.
(ii) We are not liable for any Service failure or delay caused by reason of any Force Majeure Event.
(iii) If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will also use diligent efforts to attempt to end the failure or delay and to mitigate the effects of such Force Majeure Event. We will resume performance as soon as reasonably practicable after the cessation of such Force Majeure Event.
(i) These Terms, and any claim or dispute arising out of or in connection with the subject matter of these Terms, shall be governed by and construed in accordance with the laws of the State of California without regard to the choice of law provisions thereof.
(ii) To the fullest extent permitted by Law, you agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall only be brought in the Federal or State courts located in the County of Santa Clara in the State of California.
(iii) YOU HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), DISPUTE OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE TRANSACTIONS CONTEMPLATED BY THESE TERMS OR RELATING TO THE SERVICE.
(iv) You agree that regardless of any statute, regulation or law to the contrary, to the maximum extent permitted under applicable laws, any claim or cause of action that you bring arising out of or related to your use of the DOSI platform and/or the Service or these Terms must be filed within one year after such claim or cause of action arose or be forever barred.
(v) You agree that, prior to commencing any action against us in connection with or in any way relating to these Terms or the subject matter hereof, you will first notify us in writing of your basis for such claim and will not commence any such action for a period of at least 60 days following the effective date of such notification. You agree to negotiate with us in good faith during such 60-day period to attempt to resolve the basis or alleged basis for such claim in a manner that is mutually satisfactory to you and LINE NEXT.
(vi) Any failure or delay by LINE NEXT to exercise any right, privilege, or power under these Terms shall not operate as a waiver thereof. These Terms shall not be construed to waive any rights that cannot be waived under applicable laws.
(vii) You agree that you shall faithfully fulfill your obligations as a Seller to the buyer of a Product and respond in good faith and in a timely manner to the buyer's inquiries. In the event of a dispute between you and a user or a third party, you are responsible for promptly and fairly resolving any dispute. We may facilitate communications between Sellers and buyers but we are not a party to any such dispute and have no obligation to do so. The Seller shall bear all responsibility for any liabilities or obligations in connection with the outcome of the dispute and, in principle, for taking all actions necessary to resolve such dispute. In this regard, in the event that the Company incurs any obligation or liability to, or is required to indemnify, a third party for damages or incurs other expenses, the Company will be entitled to be indemnified in full by the relevant Seller for such obligations, liabilities, damages and expenses (including, without limitation, fees of counsel). In addition, the Company shall have the right, in its discretion, to intervene in the dispute through a dispute mediation organization or procedure (including, without limitation, a customer service center) installed/operated by the Company for purposes of facilitating the reasonable and smooth mediation of such dispute, and the Seller shall in good faith accept and respect the decision of the dispute mediation organization in such circumstances.
(viii) Any breach of these Terms may cause irreparable harm to the Company or its Affiliates for which damages may not be an adequate remedy, and therefore, we will be entitled to seek injunctive relief with respect thereto in addition to any other remedies.
(ix) A failure or delay by us in exercising any right or remedy provided under these Terms or under applicable Law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or under applicable Law shall prevent or restrict the further exercise by us of that or any other right or remedy.
(i) Third Party Rights.
Unless it is expressly stated otherwise, these Terms do not give rise to any rights to any third party enforce any term of these Terms. Our rights to rescind or vary these Terms are not subject to the consent of any other person.
(ii) Language.
These Terms have been prepared in the English language and other languages. In the event of any inconsistency or different interpretation between the English text and the non-English text, the English text shall prevail and the relevant non-English text shall be deemed to be automatically amended to conform with and to make the relevant non-English text consistent with the relevant English text. Each of LINE NEXT and the Seller acknowledges that it has read these Terms and understands the content and that these Terms have been entered into freely and without duress.
(iii) Severability.
The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provisions, all of which shall remain in full force and effect.
(iv) Preferred Communication Methods.
By creating an account for the Service, you hereby agree to the on-line communications made from the Service (e.g., via e-mails, push notices, text messages or other types of messages). The above communication may include the notices given to your account and constitute a part of your relationship with the Company. In addition, any promotional communications which might be of interest to you may also be sent via e-mail. You understand that you are not required to provide this consent as a condition to use the Service and that you are entitled to reject such communications in accordance with the prescribed consent withdrawal guidelines (with the possible exceptions of important service notices and administration messages).
(i) Partner Members may use the Services of Section 11 (i), sub-clauses (c) to (l) of these Terms within the scope permitted by these Terms. However, the scope of use of the Service by Partner Members generally or with respect to any particular Partner Member may be subject to change in accordance with the policy changes of the Company or pursuant to a separate written agreement with a particular Partner Member.
(ii) Partner Members are required to fulfill their obligations hereunder as the holder of relevant intellectual property rights in respect of content associated with a Product, and shall act in good faith to secure and maintain all such intellectual property rights. In the event that a third party claims infringement of intellectual property rights with respect to the intellectual property rights sold or sub-licensed to the Company by a Partner Member, the Company may take all necessary or advisable actions as determined in the sole discretion of the Company (including, without limitation, limiting, suspending or terminating the Partner Member's use of part or all of the Service and any other DOSI-related services).
(iii) In the event that the Company inquires in relation to Products being sold by it or the status of the intellectual property rights associated with content underlying any such Products, a Partner Member agrees that it shall respond in good faith and in a timely manner to such inquiries.
(iv) In the event that there is a conflict between the provisions of any separate written agreement between a Partner Member and the Company and the provisions of these Terms, the provisions of the separate written agreement between such Partner Member and the Company shall take precedence.
29. Additional Jurisdiction-Specific Terms
The following terms apply in addition if your usual residence or principal location is in the relevant jurisdiction. Where applicable, Additional Jurisdiction-Specific Terms prevail to the extent of any inconsistency with the rest of these Terms.
If these terms apply to you, you must refer to the Additional Jurisdiction-Specific Terms provided in the respective language(s). It is your sole responsibility to review the terms and conditions that apply to you regularly.
1. Korea
If you are a seller in Korea, you may be a corporate entity or a sole proprietor registered in Korea. If you are an individual, you must pass our verification process before you will be authorized to act as a seller on DOSI Market.
If these terms apply to you, you must refer to the Additional Jurisdiction-Specific Terms provided in . It is your sole responsibility to review the terms and conditions that apply to you regularly.
2. Japan
If you are a seller in Japan, you may be a corporate entity, or a sole proprietor registered in Japan and you shall receive Shared Revenue according to Japan Revenue Share and Incentive Plan (Annex C).
Annex A
Revenue Share Plan
Calculation of the Shared Revenue for B2C Transactions:
• For any calendar month, Shared Revenue for B2C Transactions is calculated as follows (and the sum of such calculations will comprise the Shared Revenue for the relevant calendar month):(Monthly GMV for such calendar month – Applicable Aggregate Payment Solution Fees for such calendar month) * Revenue Share Ratio – Settlement Expense
Calculation of the Shared Revenue for C2C Transactions:
• For any calendar month, Shared Revenue for C2C Transactions is calculated as follows (and the sum of such calculations will comprise the Shared Revenue for the relevant calendar month):(Monthly GMV for such calendar month – Applicable Aggregate Payment Solution Fees for such calendar month) * Contents Fee Ratio – Settlement Expense
“GMV (Gross Market Volume)” means, in respect of Digital Items created utilizing an IP Right, the total sales or total merchandised volume for such Digital Items during a specified period, as determined in accordance with these Terms.
“Monthly GMV” means, in respect of any calendar month (which shall include any partial month occurring at the beginning or end of such term), the GMV relating to sales of Digital Items issued pursuant to the IP Right (including any B2C and C2C Transactions, as applicable) for which sales proceeds (in case of B2C Transaction) and fees (in case of any C2C Transaction) are actually received during such calendar month minus any cancellations or returns, taxes of any kind (including, without limitation, value-added tax, sales tax, other taxes imposed on the purchaser) and OTC fees.
"Revenue Share Ratio" means success distribution rate based on your Product selling on DOSI Market according to Annex B.
“Contents Fee Ratio” means distribution rate based on a transaction in which a user who owns your Digital Item sells on DOSI Market and purchased by another DOSI Market user according to Annex B.
• Applicable Payment Solution Fees and information on Payment Solution, Settlement Expense will be notified to you by LINE NEXT.
• For clarity, Shared Revenue shall not be distributed to you after termination of your account or upon withdrawal of your membership.
Settlement of Sales Price
(a) In the event that the purchase of Products sold through the Service is confirmed, the Company shall deduct the Company’s service fee, as well as any owing and unpaid liabilities of the relevant Seller to the Company, from the sales proceeds in accordance with the Company's settlement schedule, contract details, and internal policies (the net settlement amount after such deductions hereinafter referred to as the “Settlement Price”) prior to paying the Seller (or arranging, causing, instructing or permitting to be paid to the Seller) the Settlement Price relating to a given transaction or set of transactions.
(b) Subject to these Terms and, if any, the provisions of any separate written agreement between the Company and the relevant Seller and to internal Company policies and procedures regarding flow of funds relating to settlement of transactions, a Seller will generally be permitted to instruct that the Settlement Price be paid, transferred or directed to a designated account owned and maintained by the Seller.
(c) A Seller will not be permitted to receive payments directly from any buyer outside of the Service and relevant other DOSI-related services regardless of the reason or method.
Payment Timing:
• Within seven (7) working days of the end of each month, the Company will provide to you its calculation of the Shared Revenue due in respect of such prior calendar month and its basis for such calculation (i.e., total amount of GMV from relevant Product B2C Transactions and/or C2C Transcations during the prior calendar month, the Applicable Payment Solution Fees and Settlement Expense incurred during the prior calendar month, and any refunded amounts, cancelled amounts or other amount of similar nature incurred during any relevant previous month and not previously included in a prior calculation of Shared Revenue for an earlier month) and transaction details (i.e. date, payment type, your ID(brand name), Digital Item type, payment price, platform fees, content fees) (the “Biz Report”) with the payment notice.
• Within four (4) working days following the date on which the Company has provided you with the “Biz Report” of Shared Revenue and the payment notice for the prior month (as set forth above), you may request correction of the amount and content of the payment, and if there is no request until the applicable deadline, the payment will be processed by the date and the amount indicated in the payment notice.
• Settlement of Shared Revenue payments by the Company (or by a provider of a Payment Solution designated by the Company) will take place as follows:
• For fiat payments:
• On a monthly basis, on or before the last working day of each month (if the settlement day is a holiday, the previous working day).
• Settlement of Shared Revenue in fiat currency will only be made available once you provide the Company with a bank account under your entity name or an OTC’s bank account that has been confirmed by the Company.
• You understand that settlement will be delayed without any liability to the Company prior to such confirmation. You understand that the Company will not be exchanging fiat currency to cryptocurrency for the payment of Shared Revenue.
• For payments in crypto assets : real-time.
• However, if your settlement is processed by Stripe Inc. and you do not meet the minimum settlement amount according to Stripe Inc.'s internal policies, your settlement may be deferred to the subsequent settlement date.
Payment Currency:
• The Shared Revenue will be calculated in the currency (including, as applicable, crypto currency) used in the relevant Product sale.
• Unless otherwise confirmed and granted by the Company, payments of the Shared Revenue will be made in the currency (including, as applicable, crypto currency) used in the relevant Product sale.
• Settlement of Shared Revenue for fiat payments may or may not be made in your local currency (the currency of the country of your principal place of business) depending on the Payment Solution used; the exchange rate will be determined at the time the buyer makes a payment using the exchange rate of an exchange bank designated by us through DOSI Biz. The cash selling rate shall be applied when calculating the Shared Revenue in local currency.
Cancellations and Refunds:
(a) A contract for product sales between a Sales Member and a buyer is established at the time the transaction is concluded on the Service or other applicable DOSI-related service for the relevant product(s). However, in the event that the purchase procedure on the part of the relevant buyer is not completed due to a system failure, functional error due to external factors, or other similar reason—or in the event that the payment procedure on the part of the buyer is not completed for any reason—the sales contract will be deemed not to have been concluded.
(b) Once the sales contract with a buyer is concluded, the Sales Member will not generally be permitted to claim that the contract is invalid and will not generally be permitted to cancel the contract. However, in the event that the Sales Member determines that concluding the transaction is inconsistent with provisions of applicable law or in the event that conclusion of the transaction is not possible for reasons objectively beyond the control of such Sales Member, the Sales Member shall immediately notify the Company and the buyer of this claim and may cancel the applicable sales contract after obtaining the buyer’s consent. In such circumstances, the Sales Member understands and agrees that the Company may take such actions as it determines are necessary or advisable in connection with supporting the transaction cancellation and that, within 7 days from the date of purchase, the Sales Member must take the necessary measures to refund the product price.
(c) A Sales Member shall provide potential buyers with details on such Sales Member’s refund policy and procedures for products sold using the Service and related DOSI services, which shall be in accordance with the refund policy and/or the internal policy of the Sales Member disclosed to the Company in connection with such Sales Member’s separate written agreement with the Company. A Sales Member shall also indicate, clearly and conspicuously in the relevant Exhibition details, the fact that it will be impossible to provide a refund in the event that there is a valid legal, technical or other reason for restricting the refund for the applicable product being sold.
(d) Sellers are responsible for complying with (i) any refund, replacement or cancellation rights that a buyer may have under laws where the buyer is resident, domiciled or located and (ii) any refund, replacement or cancellation that is required under the Company’s policies. It is a material breach of these Terms if you do not provide a buyer with such refund, replacement or cancellation.
IMPORTANT: We note in particular that in some cases buyers must be allowed to cancel a Sale without reason (“Withdrawal Right”) whether by a legal right or in accordance with the Company’s policies. It is a material breach of these Terms if you do not honour a buyer’s Withdrawal Right. Any costs, fees and expenses related to such Withdrawal Right shall be borne by the sellers.
• You shall accept cancellations or returns and provide refunds if a buyer requests (whether directly through the DOSI Market or through a payment service) a cancellation, return, or refund (of B2C Transaction with you or C2C Transaction between users) for any reason attributable to you. In such events, the Company will issue refunds to the buyer and you shall compensate the Company for its lost revenue (in case of you, its Shared Revenue) pertaining to B2C or C2C Transaction to which such refund relates, and bear the costs and expenses arising from the transaction, cancellation, and refund process.
Annex B
Sales rate
Unless otherwise agreed in writing, the following rates will be applied to amounts distributed to Sellers for all Products sold on the DOSI Market by Seller and total Shared Revenue to be distributed to Seller by the Company shall be calculated according to the Revenue Share Plan.
You can request a consultation on the applicable rate by contacting “brand_offer@linecorp.com”.
However, we may not be able to respond to such requests due to internal policies.
(i) For Seller of Open Market
• Revenue Share Ratio for B2C Transaction
(ii) For Seller of Brand Store
• Revenue Share Ratio for B2C Transaction
Annex C
Japan Revenue Share and Incentive Plan
Calculation of the Shared Revenue for B2C Transactions:
• For Calculation Period, Shared Revenue as success distribution for B2C Transactions is calculated as follows (and the sum of such calculations will comprise the Shared Revenue for the relevant Payment Timing):(Total GMV for such Calculation Period – Applicable Aggregate Payment Solution Fees for such Calculation Period) * Revenue Share Ratio - Settlement Expense for such Calculation Period
Calculation of the Shared Revenue for C2C Transactions:
• For Calculation Period, Shared Revenue for C2C Transactions is calculated as follows (and the sum of such calculations will comprise the Shared Revenue for the relevant Payment Timing):
(i) When received via Fiat sale or direct Crypto sale:
(Total GMV for such Calculation Period – Applicable Aggregate Payment Solution Fees for such Calculation Period) * Contents Fee Ratio - Settlement Expense for such Calculation Period
(ii) When received via a crypto asset exchanger in a Crypto sale as Platform Usage Royalty:
(Total service fee of Company for such Calculation Period) * Incentive Ratio - Settlement Expense for such Calculation Period
“GMV (Gross Market Volume)” means, in respect of Digital Items created utilizing an IP Right, the total sales or total merchandised volume for such Digital Items during a specified period, as determined in accordance with these Terms.
“Total GMV” means, in respect of any Calculation Period (which shall include any partial day occurring at the beginning or end of such term), the GMV relating to sales of Digital Items issued pursuant to the IP Right (including any B2C and C2C sales, as applicable) for which sales proceeds (in case of B2C Sales) and fees (in case of any C2C Sales) are actually received by the Company during such Calculation Period minus any cancellations or returns, taxes of any kind (including, without limitation, value-added tax, sales tax, other taxes imposed on the purchaser) and OTC fees.
“Calculation Period” means period of the first to fifteenth day of the month ("First Half Month") or the sixteenth to last day of the month ("Second Half Month"), with Payment Timing set for each period.
“Contents Fee Ratio” means distribution rate based on a transaction in which a user who owns your Digital Item sells on DOSI Market and purchased by another DOSI Market user according to Annex D.
"Revenue Share Ratio" means success distribution rate based on your Product selling on DOSI Market according to Annex D.
“Platform Service Fee” means the platform fee payable for C2C Transaction to the Company, which is calculated as Total GMV less Applicable Payment Solution Fee, at the rate set forth in Annex D.
“Platform Usage Royalties” means royalties as incentive to you from us for motiving more active sale of your new products on the DOSI Market and contribution in C2C Transactions.
"Incentive Ratio" means royalty rate for your contribution to such sales according to Annex D.
• Applicable Payment Solution Fees and information on Payment Solution, Settlement Expense will be notified to you by LINE NEXT.
Settlement of Sales Price
(a) In the event that the purchase of products sold through the Service is confirmed, the Company shall deduct the Company’s service fee, as well as any owing and unpaid liabilities of the relevant Seller to the Company, from the sales proceeds in accordance with the Company’s settlement schedule, contract details, and internal policies (the net settlement amount after such deductions hereinafter referred to as the “Settlement Price”) prior to paying the Seller (or arranging, causing, instructing or permitting to be paid to the Seller) the Settlement Price relating to a given transaction or set of transactions.
Payment Timing:
• Within seven (7) working days of the end of each Calculation Period (First Half Month or Second Half Month), the Company will provide to you its calculation of the Shared Revenue due in respect of such prior Calculation Period and its basis for such calculation (i.e., total amount of GMV from relevant Digital Item B2C Sales and/or C2C Sales during the prior Calculation Period, the Applicable Aggregate Payment Solution Fees and Settlement Expense incurred during the prior calendar month, and any refunded amounts, cancelled amounts or other amount of similar nature incurred during any relevant previous Calculation Period and not previously included in a prior calculation of Shared Revenue for an earlier Calculation Period) and transaction details (i.e. date, payment type, your ID(brand name), Digital Item type, payment price, platform fees, content fees) (the “Biz Report”) with the payment notice.
• Within four (4) working days following the date on which the Company has provided you with the “Biz Report” of Shared Revenue and the payment notice for the prior Calculation Period (as set forth above), you may request correction of the amount and content of the payment, and if there is no request until the applicable deadline, the payment will be processed by the date and the amount indicated in the payment notice.
• Settlement of Shared Revenue and Platform Usage Royalties payments by the Company (or by a provider of a Payment Solution designated by the Company) will take place as follows:
• For fiat payments of Fiat sales:
• On a bi-weekly basis
• The settlement day will be designated by the payment notice.
(If the settlement day is a holiday in Japan, previous working day)
• Settlement of Shared Revenue in fiat currency will only be made available once you provide the Company with a bank account under your entity name or an OTC’s bank account that has been confirmed by the Company. You understand that settlement will be delayed without any liability to the Company prior to such confirmation.
• You understand that the Company will not be exchanging fiat currency to cryptocurrency for the payment of Shared Revenue.
• For payments in crypto assets of Crypto sales :
• On a monthly basis
• The settlement day will be designated by the payment notice.
(If the settlement day is a holiday in Japan, previous working day)
• However, if your settlement is processed by Stripe Inc. and you do not meet the minimum settlement amount according to Stripe Inc.'s internal policies, your settlement may be deferred to the subsequent settlement date.
Payment Currency:
• The Shared Revenue and Platform Usage Royalties will be calculated in the currency (including, as applicable, crypto currency) used in the relevant Digital Item sale.
• Unless otherwise confirmed and granted by the Company, payments of the Shared Revenue will be made in the currency (including, as applicable, crypto currency) used in the relevant Digital Item sale.
• Settlement of Shared Revenue for fiat payments may or may not be made in your local currency (the currency of the country of your principal place of business) depending on the Payment Solution used; the exchange rate will be determined at the time the buyer makes a payment using the exchange rate of an exchange bank designated by us which will be informed to you through DOSI Biz. The cash selling rate shall be applied when calculating the Shared Revenue in local currency.
Cancellations and Refunds:
(a) A contract for product sales between a Sales Member and a buyer is established at the time the transaction is concluded on the Service or other applicable DOSI-related service for the relevant product(s). However, in the event that the purchase procedure on the part of the relevant buyer is not completed due to a system failure, functional error due to external factors, or other similar reason—or in the event that the payment procedure on the part of the buyer is not completed for any reason—the sales contract will be deemed not to have been concluded.
(b) Once the sales contract with a buyer is concluded, the Sales Member will not generally be permitted to claim that the contract is invalid and will not generally be permitted to cancel the contract. However, in the event that the Sales Member determines that concluding the transaction is inconsistent with provisions of applicable law or in the event that conclusion of the transaction is not possible for reasons objectively beyond the control of such Sales Member, the Sales Member shall immediately notify the Company and the buyer of this claim and may cancel the applicable sales contract after obtaining the buyer’s consent. In such circumstances, the Sales Member understands and agrees that the Company may take such actions as it determines are necessary or advisable in connection with supporting the transaction cancellation and that, within 7 days from the date of purchase, the Sales Member must take the necessary measures to refund the product price.
(c) A Sales Member shall provide potential buyers with details on such Sales Member’s refund policy and procedures for products sold using the Service and related DOSI services, which shall be in accordance with the refund policy and/or the internal policy of the Sales Member disclosed to the Company in connection with such Sales Member’s separate written agreement with the Company. A Sales Member shall also indicate, clearly and conspicuously in the relevant Exhibition details, the fact that it will be impossible to provide a refund in the event that there is a valid legal, technical or other reason for restricting the refund for the applicable product being sold.
(d) Sellers are responsible for complying with (i) any refund, replacement or cancellation rights that a buyer may have under laws where the buyer is resident, domiciled or located and (ii) any refund, replacement or cancellation that is required under the Company’s policies. It is a material breach of these Terms if you do not provide a buyer with such refund, replacement or cancellation.
IMPORTANT: We note in particular that in some cases buyers must be allowed to cancel a Sale without reason (“Withdrawal Right”) whether by a legal right or in accordance with the Company’s policies. It is a material breach of these Terms if you do not honor a buyer’s Withdrawal Right. Any costs, fees and expenses related to such Withdrawal Right shall be borne by the sellers.
• You shall accept cancellations or returns and provide refunds if a buyer requests (whether directly through the DOSI Market or through a payment service) a cancellation, return, or refund (of B2C Transaction with you or C2C Transaction between users) for any reason attributable to you. In such events, the Company will issue refunds to the buyer and you shall compensate the Company for its lost revenue (in case of you, its Shared Revenue)
pertaining to B2C or C2C Transaction to which such refund relates, and bear the costs and expenses arising from the transaction, cancellation, and refund process.
• You understands that the Company will accept cancellations or returns, and provide refunds if a buyer requests (whether directly through the DOSI Market or through a payment service) a cancellation, return, or refund of (i) B2C Transaction with you or (ii) C2C Transaction between users for reasons solely and directly attributable to the Company.
For clarity, requests for cancellations, returns and refunds will not be accepted for C2C Transactions between users for reasons not attributable to you or to the Company.
• Refund process for fiat payments: Fiat payments of Shared Revenue made to you which are subject to cancellation or refund shall be offset against subsequent Shared Revenue payments due to you. The relevant amount shall be reflected in the Biz Report in the calendar month following the calendar month during which a buyer has requested cancellation or refund. If the relevant amount is not offset, then you shall promptly transfer such amount to an account designated by the Company.
• Refund process for payments made in crypto assets: within seven (7) working days of the end of each month, the Company will issue to you an invoice for amounts in connection with refunds and cancellations (the “Refund Invoice”). You shall review the Refund Invoice and notify the Company of any inaccuracies in writing. If the Company does not receive written notification from you, you will be deemed to have accepted the Refund Invoice and within five (5) working days of issuance of such Refund Invoice, you shall transfer the stated amounts in crypto assets to the Company’s Wallet (as will be instructed by the Company) and any and all costs, expenses or fees, including network fees, related to such transfer shall be borne by you.
• A Digital Item returned by the buyer upon cancellation of a transaction with you shall be transferred to your Wallet. A Digital Item returned by a buyer upon cancellation of a transaction between such buyer and another user in a C2C Transaction shall be transferred to the Company’s Wallet.
Annex D
Japan Sales rate
Unless otherwise agreed in writing, the following rates will be applied to amounts distributed to Sellers for all Products sold on the DOSI Market by Seller and total Shared Revenue to be distributed to Seller by the Company shall be calculated according to the Japan Revenue Share and Incentive Plan.
You can request a consultation on the applicable rate by contacting ml-dosi-alliance@lycorp.co.jp.
However, we may not be able to respond to such requests due to internal policies.
(i) For Seller of Open Market
• Revenue Share Ratio for B2C Transaction
(ii) For Seller of Brand Store
• Revenue Share Ratio for B2C Transaction