Chapter 1 Account Registration and Account Services

This Chapter sets forth the details of account registration and account services using the online systems provided by the Company. Persons who wish to register an account using the online systems provided by the Company and account holders must comply with these Terms of Use.

1. Account Holders
(1) An account holder herein shall mean a person who has agreed to these Terms of Use, registered the necessary information on the registration form on the Company’s website, submitted identification documents separately designated by the Company, and obtained approval from the Company. (The process from such application to such approval shall be hereinafter referred to as “Account Registration.”) After approval by the Company, the account holder may have access to all services provided by the Company under these Terms of Use (“Services”).
(2) The Company shall send a password to the registered e-mail address upon approval by the Company after receipt of the user information and identification documents sent from the registration form. The Account Registration shall be completed upon notification of the password.
(3) A person who wishes to use the Services shall comply with the following conditions in connection with the Account Registration:

1. i) Enter true and accurate data about the person who wishes to use the Services in the entry field of the registration form on the Company’s website. Registration on behalf of another person is not permitted.
2. ii) When registering an e-mail address at the time of the Account Registration, register the e-mail address held by the person who wishes to use the Services. Registration using a third party’s e-mail address is not permitted. The Account Registration by an e-mail address shared by multiple persons, such as a company and family members, shall be permitted only when such persons agree and consent to the Account Registration by such e-mail address by the person who wishes to use the Services. Provided, however, that even in this case, use of the Services shall be limited to the account holder himself/herself.
3. iii) In the event of any change in the data entered under (i) hereof, the account holder shall promptly change the content of the registration as set forth in paragraph 5 of Article 2.
4. iv) Registration or possession of multiple accounts by one user is prohibited.

(4) When using the Services, the account holder shall log in by entering the e-mail address entered at the time of the Account Registration and the password to be provided by the Company upon completion of registration, and the Company shall consider acts taken using an e-mail address and password to have been used by the account holder whose e-mail address and password are registered with the Company and match the entered e-mail address and password. If the e-mail address or password is stolen and used, or used illegally, the account holder whose registered information matches such e-mail address and password shall be responsible for such actions, except in the event of the Company’s willful misconduct or gross negligence.
(5) In the event of the following, the Company may partially or completely suspend or terminate the use of the Services by any account holder, delete the account, or revoke the qualification of such account holder without prior notice to such account holder. If any person who has become unable to use his/her account and password for this reason wishes to use the Services, he/she shall register a new account and receive a new password from the Company in accordance with the procedures in paragraph 1 of this Article. The Company shall assume no responsibility whatsoever for any damage or loss which may arise to the account holder as a result of the suspension or termination of use of the Services, deletion of an account, or revocation of the qualification of the account holder.

1. i) If the account holder does not use (log in) the account for the last one year;
2. ii) If the Company determines that the account holder violates or threatens to violate these Terms of Use or the terms and conditions for each service presented at the time of use of the Services; or
3. iii) If the account holder conducts any act as the Company deems inappropriate from the prospective of operating the Services.

(6) If the account holder uses the Services provided by the Company, he/she shall use the Services after confirming and agreeing to the terms and conditions for each service.

2. Notes Concerning Use of Account
(1) A person who wishes to use the Services shall register an account on the Company’s website in accordance with the prescribed procedures set forth in Article 1 and shall receive a password from the Company for use of the Services upon approval by the Company. However, the Company may refuse to register an account at its discretion without providing any reason.
(2) A person who wishes to use the Services shall acknowledge in advance that it takes a considerable amount of time for the Company to approve the Account Registration and issue a password, and the Company shall not be responsible to compensate for any damage incurred by the person who wishes to use the Services due to disapproval of the Account Registration or delay in issuing a password, etc.
(3) Any account holder shall not transfer, lend or otherwise dispose of the account and password to any third party. Furthermore, an account holder shall not obtain multiple accounts and passwords by impersonating another person or through other means.
(4) If the password of an account holder is leaked to a third party due to loss or theft, the Company shall not be responsible for such leakage and the result thereof. If the account holder becomes aware of the fact that the password is lost or stolen, he/she shall immediately notify the Company to that effect.
(5) In the event of any change in the information registered at the time of the Account Registration set forth in paragraph 1 of this Article, the account holder shall promptly notify the Company of the details of the change through the account services. The Company shall not be responsible for any loss incurred by the account holder as a result of his/her failure to notify such change.

3. Current Bids
The account holder may confirm details of online absentee bids and the status of telephone bidding entered on the account services pursuant to Articles 8 and 9 of these Terms of Use after the commencement of the acceptance of absentee bids for upcoming auctions, and details of written bids whose application is completed by the Company pursuant to Article 8 of the Auction Terms and Conditions. The account holder may modify bidding amounts or cancel bids through the account services until the deadline set forth in paragraph 1 of Article 8 of these Terms of Use.

4. Successful Bids
The account holder may confirm results and information on online bids for past auctions entered on the account services pursuant to Articles 8 and 9 of these Terms of Use, information on successful bids made in person at the sale room, written bids and telephone bidding pursuant to Articles 7 and 8 of the Auction Terms and Conditions, and information on successful bids submitted through live auction pursuant to Chapter 2 of these Terms of Use.

5. Consignment History
The account holder may confirm information regarding the Lot which the account holder has consigned to the Company for sale at an auction held by the Company based on the Agreement on Sales Consignment separately set forth by the Company such as reserve price and result of such Lot. The information on consignment shall be browsed only, and the account holder may not change a reserve price through the account services even before the auction at which such Lot is offered for sale.

6. Favorite Works
The account holder can register his/her favorite Lots from the items listed in the Company’s online catalogue for upcoming auctions using the account services. The account holder can view images of the registered favorite Lots, their estimates (both upper and lower limits are indicated in Japanese yen; the estimate does not include the buyer’s premium as defined in paragraph 2 of Article 18 and consumption tax for the premium), and other information (“Lot Information”) using the favorite works function. Following the holding of the auction at which such favorite Lot is offered for sale, the hammer price of the registered favorite Lot will be displayed, and the image may become unavailable.

7. Favorite Artists
The account holder can register his/her favorite artists listed in the online catalogue using the account services. If the artwork by a registered favorite artist is going to be offered for sale at upcoming auctions, the Company will send a notification e-mail to the registered e-mail address. However, this is not the case for the Lots by various artists. The e-mail notification for an artist will be terminated by deleting the registration of such artist.

8. Online Absentee Bidding
(1) If the account holder wishes to place absentee bids in advance by means of online bidding using the account services (“Online Absentee Bidder”), he/she shall agree to the provisions of these Terms of Use and the Auction Terms and Conditions and submit an application in advance through the account services to the Company by 8:00 pm JST on the day before the day of the auction, together with the Lot number and the maximum bid amount of the Lot that he/she wishes to bid on at such auction. Furthermore, if the Online Absentee Bidder wishes to cancel an online absentee bid, he/she must make an application for cancellation to the Company using the account services by 8:00 pm JST on the day before the day of the auction; provided, however, that the Company shall not be responsible if the submission of bids or cancellation thereof is not performed at the auction due to the request for bids or cancellation thereof not being received by the Company for any reason, such as failure of the Internet lines.
(2) Even if the application set forth in the preceding paragraph is made, the Company may refuse any online absentee bids without providing any reason and shall not owe any responsibilities.

9. Telephone Bidding
(1) If the account holder wishes to apply for telephone bidding in an auction using the account services (“Telephone Bidding Applicant”), he/she shall agree to the provisions of these Terms of Use and the Auction Terms and Conditions and submit an application in advance through the account services to the Company by 8:00 pm JST on the day before the day of the auction, together with the Lot number of the item that he/she wishes to purchase at such auction, and must receive an e-mail confirmation from the Company as to the availability of a telephone line.
(2) Since the number of telephones installed at the auction site is limited, if there are many applicants, the Company may decide participants at its discretion. The Company may also, at its discretion, refuse the application for telephone bidding and assume no responsibility whatsoever.
(3) The Telephone Bidding Applicant shall agree in advance that it takes a certain amount of time for the Company to notify him/her of the availability of a telephone line, and the Company shall not be responsible for compensating for any damage incurred by the Telephone Bidding Applicant due to delay in notifying the availability of a telephone line.
(4) If telephone bidding is accepted, the Company shall call the telephone number registered in the registration information of the Telephone Bidding Applicant or any telephone number designated for telephone bidding prior to the Lot which he/she wishes to bid on, and the Telephone Bidding Applicant may place bids through such telephone line; provided, however, that the Company shall not be responsible if the application for bids or cancellation thereof is not executed at the auction due to failure of the Internet lines, communication failure, misconnection or mishandling of a phone call, no response, or the like.

10. Prerequisites for Online Absentee Bidding and Telephone Bidding
If the bidding application has not been placed by the prescribed deadline or the procedures to be performed by the Online Absentee Bidder or Telephone Bidding Applicant set forth in the preceding two (2) Articles have not been implemented, the Online Absentee Bidder and Telephone Bidding Applicant may not participate in the auction.

11. Timing of Conclusion of Sales Agreement for Lots
If a bid by an online absentee bidder or telephone bidder is the highest amount recognized by an auctioneer among the bids for the relevant Lot, notwithstanding paragraph 10 of Article 7 of the Auction Terms and Conditions, when the auctioneer brings down the hammer and the fact becomes available on the Company’s live auction site, such online absentee bidder or telephone bidder is recognized as a Successful Bidder of the Lot, and a sales agreement is concluded with the Company under which the highest bid price (the Hammer Price) for such Lot shall be the sales price. Such Successful Bidder will be obliged to pay the Company the prescribed fees (buyer’s premium) for the Hammer Price and consumption tax on the premium. (Provided, however, that in the case where the Successful Bidder is a non-resident in Japan, consumption tax shall be excluded; the same shall apply hereinafter.) However, this may not be the case if the highest amount of a bid at the sale room (including written bids and telephone bidding) and the highest amount of an online absentee bid are the same. In this case, the determination of which bid to accept shall be made by the auctioneer at his/her discretion.

Chapter 2 Live Auction System Terms of Use

This Chapter sets forth the details of transactions in which bids are made using the live auction systems via the Internet line offered by the Company (live bidding) at auctions held by the Company. Persons who hold accounts and wish to place bids using the live auction systems (“Live Auction Bidder”), persons who have made successful bids at auctions using the live auction systems (“Successful Live Auction Bidder”), and others to whom this Chapter 2 applies (in each case including legal entities) must comply with this Chapter 2.

Section 1 Procedures to Participate in Live Auctions
12. Pre-Registration
(1) If the account holder wishes to place a bid at an auction using the live auction systems, the account holder shall agree to the provisions of these Terms of Use and the Auction Terms and Conditions and pre-register with the Company in advance through the account services.
(2) After the pre-registration procedure set forth in the preceding paragraph has been performed, the Live Auction Bidder shall enter the registered e-mail address and password, and log in to the bidding page for the live auction and contents that constitute it (“Live Auction Website”) on the day of the auction.
(3) If the procedure set forth in paragraph 1 has not been performed, the Live Auction Bidder may not participate in the live auction. Even if the pre-registration set forth in paragraph 1 is made, the Company may refuse bids by the Live Auction Bidder without providing any reason and shall not be responsible for it.

Section 2 Procedures When Holding Auctions
13. Procedures When Participating in Live Auctions
(1) When placing a bid using the live auction systems on the day of the auction, the Live Auction Bidder shall enter the registered e-mail address and password at the time of the auction for the Lot that he/she wishes to bid on, and then log in to the bidding page on the Live Auction Website that shows the images of the Lots for sale and other Lot Information, as well as the current price and bid history　of the Lots.
(2) The auction shall be conducted at a sale room in accordance with the methods and procedures set forth in Article 7 of the Auction Terms and Conditions, and the Live Auction Bidder shall participate in the auction through the bidding page.
(3) A paddle number (“Online Paddle Number”) shall be assigned by the Company to the Live Auction Bidder who has completed pre-registration to participate in the live auction as set forth in paragraphs 1 and 2 of the preceding Article, and the Online Paddle Number shall be displayed on the bidding page.
(4) The Company does not warrant that the Lot Information and bid prices displayed on the bidding page are true and accurate and shall not be responsible for any damage incurred by the Live Auction Bidder as a result of the untruthfulness or inaccuracy of such information, except in the event of the Company’s willful misconduct or gross negligence.

14. Bids
(1) The Live Auction Bidder shall place a bid for the Lot that is the subject of the auction at that time by confirming the bid price displayed on the bidding page and clicking the bid button. The Live Auction Bidder may not cancel a bid or correct a bid price after clicking the bid button, regardless of whether there is an error in operation by the Live Auction Bidder or a third party or for any other reason, and the Live Auction Bidder shall not raise any objection thereto.
(2) The Live Auction Bidder may place a bid only with the designated bid price (in yen) displayed on the bidding page and may not place a bid for any amount, unit or currency other than such bid price. At the sale room, an auctioneer may, at his/her discretion, accept bids in amounts or units other than the bid price displayed on the bidding page, and the Live Auction Bidder shall not raise any objection thereto.
(3) A bid shall be deemed to be placed by the Live Auction Bidder at the time when, after the Live Auction Bidder clicks the bid button, the fact that such click was made and the bid price is transmitted to the Company, the Company’s staff at the sale room communicates the bid price of the Live Auction Bidder to the auctioneer in accordance with the method prescribed by the Company, and the auctioneer accepts such bid price. The Company does not warrant that a bid by the Live Auction Bidder will be accepted by the auctioneer. Further, the Company shall not be responsible if a bid is not executed at the auction due to the fact of clicking the bid button and the bid price not being received normally by the Company or delay in receiving such information for any reason, such as failure of the Internet lines or systems.
(4) If the amount of a bid at the sale room (including written bids or online absentee bids, and telephone bidding) and the amount of a bid through the live auction systems are the same, the bid made earlier shall prevail, and if it is not clear which one of the bids was made first, the determination of which bid to accept shall be made by the auctioneer at his/her discretion.

15. Situations of Sale Room
(1) The bidding page or the Live Auction Website may provide access to live images, videos or voices of the sale room during the auction for the reference of the Live Auction Bidder, and the Live Auction Bidder shall not raise any objection thereto including but not limited to failure of the Internet lines or systems.
(2) The Company shall make efforts to display on the Live Auction Website the commencement, interruption, termination or discontinuation of the auction or other situations concerning the auction so that such situations can be recognized by the Live Auction Bidder through the Live Auction Website. Provided, however, that the Company does not promise that such situations will be timely and accurately displayed and that the information sought by the Live Auction Bidder will be immediately displayed, and the Live Auction Bidder shall not raise any objection thereto.

16. Timing of Conclusion of Sales Agreement for Lots
If a bid by the Live Auction Bidder is the highest amount recognized by the auctioneer among the bids for the relevant Lot, notwithstanding paragraph 11 of Article 7 of the Auction Terms and Conditions, when the auctioneer brings down the hammer and the fact becomes available on the Live Auction Website, such Live Auction Bidder is recognized as the Successful Bidder of the Lot, and a sales agreement is concluded with the Company under which the highest bid price (the Hammer Price) for such Lot shall be the sales price. Such Successful Live Auction Bidder will be obliged to pay the Company the buyer’s premium for the Hammer Price and consumption tax on the premium.

Chapter 3 General Provisions

This Chapter sets forth the matters commonly applicable to the account holders, Online Absentee Bidders, Telephone Bidding Applicants, and Live Auction Bidders. The Online Absentee Bidders, Telephone Bidding Applicants, Live Auction Bidders, and others to whom this Chapter 3 applies (in each case including legal entities and hereinafter collectively referred to as “Auction System User”) must comply with this Chapter 3. The Auction System Users will be deemed to have consented to this Chapter 3 if they access the Live Auction Website.

Section 1 Procedures to Participate in Auctions
17. Condition of Lots
Because of their nature, the Lots to be auctioned are not new and are placed and sold at an auction as is condition. The Company shall not be responsible for any defect in the Lots, such as stain, scratches, or other faults, damage, or age-related deterioration. The Auction System User shall confirm the information of the Lots at a viewing as set forth in Article 3 of the Auction Terms and Conditions, in catalogues prepared by the Company as set forth in Article 4 of the Auction Terms and Conditions, or by other means.

Section 2 Procedures after Auctions
18. Payment of Purchase Price
(1) If the Successful Bidder is an online absentee bidder, telephone bidder, or live auction bidder (collectively, “Successful Auction System Bidder”), the Company shall send an invoice by mail or e-mail promptly after completion of the auction to such Successful Auction System Bidder who has designated an address in Japan as the billing address. If an address outside Japan is designated as the billing address, an invoice shall be sent by e-mail promptly after completion of the auction.
(2) The Successful Auction System Bidder must pay the Company, in addition to the Hammer Price, as the buyer’s premium and consumption tax on the premium, the amount equal to 16.5% of the Hammer Price (including consumption tax), or the amount equal to 15.0% of the Hammer Price if the Successful Auction System Bidder is a non-resident in Japan.
(3) The Successful Auction System Bidder must pay the Company the sum of the Hammer Price, the buyer’s premium, and consumption tax on the premium (this sum shall hereinafter be referred to as “Purchase Price”) in Japanese yen within ten (10) days from the day of the auction (if the last day of this period is not a business day, then the following business day), by cash, by a bank cashiers check of a bank or shinkin bank set forth in the Banking Act of Japan, or by remittance (which is required to arrive within the due date) to the following bank account. The Successful Auction System Bidder shall bear the fee for the remittance.

1. Mizuho Bank, Ltd. (SWIFT/BIC code: MHCBJPJT)
2. Branch: Aoyama (Branch code: 211)
3. Account Number: 3134995
4. Beneficiary: New Auction Inc.

19. Risk of Loss and Transfer of Title
(1) The Successful Auction System Bidder shall assume the risk of destruction, loss, theft, damage, defacement, etc. of the purchased Lot due to a cause not attributable to the Company at and after the conclusion of a sales agreement and shall not be released from the payment of the Purchase Price.
(2) Title to the purchased Lot shall pass to the Successful Auction System Bidder at the time when the Company delivers the purchased Lot to the Successful Auction System Bidder after the Successful Auction System Bidder completes payment of the Purchase Price, etc. (as defined in paragraph 1 of the following Article).

20. Delivery of Purchased Lot
(1) The Company shall deliver the purchased Lot in accordance with the delivery method selected by the Successful Auction System Bidder within twenty (20) days from the day when the payment of the Purchase Price is completed by the Successful Auction System Bidder (if the last day of this period is not a business day, then the following business day; “Collection Period”); provided, however, that if the Successful Auction System Bidder has other obligations due to the Company in addition to the Purchase Price (the Purchase Price and all obligations due to the Company shall hereinafter be referred to as “Purchase Price, etc.”), the Company shall not be required to deliver the purchased Lot to the Successful Auction System Bidder until the payment of the Purchase Price, etc. is completed.
(2) If the Successful Auction System Bidder selects to come to the Company’s office and collect the purchased Lot and the Company considers such person to be the Successful Auction System Bidder or the agent or messenger duly authorized by the Successful Auction System Bidder upon confirmation of an identification document (the identification documents separately designated by the Company) presented by a person who comes to the Company’s office, the Company shall deliver the purchased Lot to such person subject to the submission to the Company of a receipt with his/her signature. The Company shall not be responsible for any damage incurred by the Successful Auction System Bidder due to acquisition of the purchased Lot by a third party other than the Successful Auction System Bidder despite following the procedures set forth in this paragraph.
(3) If the Successful Auction System Bidder selects shipping as the delivery method of the purchased Lot and the Company considers a shipping company to be the one duly authorized by the Company or the Successful Auction System Bidder by the procedures prescribed by the Company, the Company shall deliver the purchased Lot to such shipping company. The Company shall not be responsible for any damage incurred by the Successful Auction System Bidder due to acquisition of the purchased Lot by a third party other than the Successful Auction System Bidder despite following the procedures set forth in this paragraph.
(4) In the case of the preceding paragraph, if the Successful Auction System Bidder collects the purchased Lot from the shipping company, he/she shall immediately issue to the Company a receipt with his/her signature.
(5) The Company shall not be responsible for any accident (destruction, loss, theft, damage, defacement, etc.) after the delivery of the purchased Lot is completed. If the Company arranges a shipping company or pack the purchased Lot upon request from the Successful Auction System Bidder, regardless the selection of a shipping company or condition of the packaging, the Company shall not be responsible for any accident. The Successful Auction System Bidder shall take measures in connection with the receipt of the purchased Lot through the purchase of insurance, etc. at his/her own responsibility and expense.
(6) After the delivery of the purchased Lot, the Successful Auction System Bidder may not claim any mistake, damage or defacement, terminate a sales agreement due to any mistake, damage, or defacement, or make any other claim against the Company, except in the case of the Company’s willful misconduct or gross negligence. Provided, however, this shall not apply to the case where the Company delivers a Lot different from the purchased one mistakenly to the Successful Auction System Bidder, and in this case, the Successful Auction System Bidder shall return such delivered Lot to the Company promptly.
(7) If the Successful Auction System Bidder is unable to collect the purchased Lot within the Collection Period, the Successful Auction System Bidder shall bear the costs for storage and insurance of the purchased Lot designated by the Company from the end of the Collection Period until the time of receipt.

21. Handling of Lots Stolen, Lost, or Registered without Entitlement
(1) Before the Company delivers the purchased Lot to the Successful Auction System Bidder, if the purchased Lot is requested to be returned for the reason that such Lot is stolen, lost, inherited or otherwise, by a person claiming to be a true owner of such Lot, or if it is found that the purchased Lot is identified as an item whose trade or possession is prohibited pursuant to the provisions of law, the Company may terminate a sales agreement without any demand to the Successful Auction System Bidder. In this case, if the Company has received the payment of the Purchase Price from the Successful Auction System Bidder, the Company shall refund the payment without interest, and the Successful Auction System Bidder may not claim damages or make any other claim against the Company.
(2) If the chief of police, etc. orders the Company to retain the custody of the purchased Lot pursuant to the provisions of Article 21 of the Secondhand Articles Dealer Act (Law No. 108 of 1949, as amended thereafter) and the last day of such retention period arrives after the expiration of the Collection Period, the Company shall not deliver the purchased Lot to the Successful Auction System Bidder until the end of such retention period, and the phrase “within twenty (20) days from the day when the payment of the Purchase Price is completed” in paragraph 1 of Article 20 shall be read as “within three (3) days from the last day of the retention period ordered by the chief of police, etc.” and shall apply accordingly. The Company shall not be responsible for any damage caused by the delay in delivery due to such retention.

22. Default by Successful Bidder
If the Successful Auction System Bidder fails to complete the payment of the Purchase Price, etc. by the due date, the following provisions shall apply:

1. 1) The Successful Auction System Bidder shall pay a late payment charge at the rate of 14.6% per annum for the outstanding balance of the Purchase Price, etc. (excluding consumption tax)./li>
2. 2) If the Successful Auction System Bidder does not pay the Purchase Price, etc. to the Company as demanded by the Company, the Company may terminate the sales agreement; provided, however, that if a notice of demand for payment and termination of the sales agreement sent to the Successful Auction System Bidder is returned because of the absence or unknown of the recipient, or if the Successful Auction System Bidder refuses to receive such notice, the Company may terminate the sales agreement without demand, and the sales agreement shall be deemed to have been terminated at the time when such notice is sent to the Successful Auction System Bidder by the Company.
3. 3) If the sales agreement is terminated pursuant to the preceding paragraph, the Company may sell such purchased Lot again to a third party without setting a reserve price through an auction held by the Company or private sale. If the sale price of the purchased Lot to a third party is less than the Purchase Price of such purchased Lot, the Successful Auction System Bidder must pay the Company the difference thereof and a late payment charge for the difference at the rate of 18% per annum (14.6% per annum when the Consumer Contract Act of Japan applies) from the date of conclusion of the terminated sales agreement until completion of the payment. Even if the sale price of the purchased Lot to a third party exceeds the Purchase Price of such purchased Lot, the Successful Auction System Bidder may not claim the difference from the Company.

23. Guarantee of Authenticity
(1) The Online Absentee Bidders, Telephone Bidding Applicants, and Live Auction Bidders (“Auction System Bidder”) shall place bids at their own responsibility and judgment as to the authenticity of the Lots they wish to bid on.
(2) Notwithstanding the provisions of the preceding paragraph, if the name of an artist of a Lot is clearly displayed on the auction website of the Company without reservation, and it is later found that the artist cannot be identified (excluding cases where: (i) the work is generally recognized as being the work of the artist as displayed on the auction website pursuant to the level of knowledge of experts in the field at the time of the auction; (ii) it is determined that such Lot is not authentic by way of using a scientific method of examination not commonly available at the time of the auction at which such Lot was purchased, or using a method of examination that requires a substantial amount of money; or (iii) it is determined that such Lot is not authentic by way of using a method of examination not normally used, such as those causing harm to the work, or as a result of damage to the work) and the Company may acknowledge the fact, the Company shall terminate the sales agreement upon request from the Successful Auction System Bidder and refund the Purchase Price in exchange for the return of such Lot, provided that the Successful Auction System Bidder fulfills the conditions stated in each of the following items. However, the Company shall assume no responsibility other than the refund of the Purchase Price and shall not bear any interest or damages whatsoever.

1. i) Within two (2) years from the day of the auction where such Lot is purchased and within three (3) months after the Successful Auction System Bidder learns that such purchased Lot is not the work of the artist displayed on the auction website (six (6) months when the Consumer Contract Act of Japan applies), the Successful Auction System Bidder makes a written demand to the Company indicating the date of the auction, Lot number, and the Hammer Price with objective and reasonable evidence which the Company will be satisfied that such purchased Lot is not the work of such artist. A person who may make such demand shall be limited to the Successful Auction System Bidder, and this right of the Successful Auction System Bidder may not be assigned or pledged as security to a third party.
2. ii) The Successful Auction System Bidder has full ownership of such purchased Lot, transfers full ownership of the purchased Lot to the Company, and delivers the purchased Lot to the Company in the same condition as that at the time of the auction.

24. Matters to Be Agreed
Upon using the auction systems, the Auction System Users agree in advance to the matters set forth below, and shall not raise any objection thereto:

1. 1) The Auction System User shall use the auction systems pursuant to all laws, regulations and rules relating to the auction systems (“Laws”) and these Terms of Use, and only to such extent as for the purposes intended under the auction systems. Furthermore, any use of the auction systems, including accessing the auction website, shall be conducted at the Auction System User’s responsibility.
2. 2) The Auction System User shall comply with the Laws and these Terms of Use, and if any Auction System User breaches any Laws and/or these Terms of Use, the Company may, without prior notice to such Auction System User, invalidate his/her account and password and immediately suspend or terminate his/her use of the auction systems.
3. 3) Any intellectual property rights (meaning copyrights, trademark rights, and any other intellectual property rights) concerning all contents, texts, images, data, information, and other materials displayed on or obtained from the auction website (collectively, “Contents”) shall belong to the Company or another duly authorized person, and no intellectual property rights shall be transferred to any Auction System User by his/her use of the auction systems.
4. 4) The Auction System User shall not reproduce or use the Contents displayed on the auction website without the Company’s permission.
5. 5) The Company shall collect and store history records, such as the time and date of the Auction System User’s submission of a bid, the Lot subject to the submission of a bid, a bid amount, the result of a bid, and other history pertaining to the use of the auction systems (“Usage Record”).
6. 6) Unless there is a reasonable cause, the Company shall not accommodate any request from the Auction System User for access, disclosure, modification, or deletion of any Usage Record.
7. 7) The Company may, at its discretion, dispose of or delete any Usage Record, unless the foregoing constitutes a breach of any Laws.
8. 8) The Company may, without prior notice to the Auction System Users, suspend or terminate all or any part of the services pertaining to the auction systems if any of the following events occurs:
   I. If any failure in equipment, devices, and lines for providing services pertaining to the auction systems (“Necessary Equipment”) occurs due to any reason not attributable to the Company, such as an act of God, civil war, civil commotion, or other unforeseen event;
   II. If any maintenance necessary for repair and maintenance of the Necessary Equipment is conducted; or
   III. If the Company decides, at its discretion, to suspend or terminate the provision of services pertaining to the auction systems.
9. 9) If any third party logs in to the auction website and uses the auction systems by way of using a registered e-mail address and password, the Company shall conduct transactions deeming such use to have been made by the Auction System User to whom such account and password have been assigned.
10. 10) The Auction System User shall resolve, at his/her responsibility and expense, any and all disputes arising between such Auction System User and any third party other than the Company (including conflicts, complaints, lawsuits, and all other judicial or extra-judicial disputes or controversies) due to the use of the auction systems, including any acts on the Live Auction Website.

25. Exemptions
The Company shall not be responsible for any damage incurred by the Auction System User arising from any of the events set forth below, unless such damage is caused by the willful misconduct or gross negligence of the Company, and the Auction System Users agree to the same:

1. 1) If an Auction System Bidder is unable to participate in an auction because the prior application to participate in auctions set forth in Articles 8, 9, and 12 is not conducted in a normal manner or the fact of such application is not properly transmitted to the Company due to any flaw, malfunction or failure of devices, systems or communication lines used by the Auction System Bidder and/or the Company, any unauthorized access to or alteration of data transmitted/received, or any other reason;
2. 2) If any bid submitted through the auction systems is not executed in a normal manner or any bid placed at an auction is not reflected in a timely and accurate manner due to any flaw, malfunction or failure of devices, systems or communication lines used by the Auction System Bidder and/or the Company, any unauthorized access to or alteration of data transmitted/received, or any other reason;
3. 3) If, while an auction is being held, the increases in the bid price at the sale room is not reflected in a timely and accurate manner due to any flaw, malfunction or failure of devices, systems or communication lines used by the Auction System User and/or the Company, any unauthorized access to or alteration of data transmitted/received, or any other reason;
4. 4) If the use of the auction systems causes any flaw, malfunction or failure of devices, systems or communication lines used by the Auction System User or any unauthorized access to or alteration of data transmitted/received;
5. 5) If the provision of all or any part of the services of the auction systems is suspended or terminated due to the event set forth in item (8) of the preceding Article;
6. 6) If the Auction System User incurs any damage due to his/her use of any Contents or any web pages linked from the Live Auction Website and contents that constitute it; or
7. 7) If any third party logs in to the auction website and uses the auction systems by way of using a registered e-mail address and password of the Auction System User.

Section 3 Prohibited Matters
26. Prohibited Matters
In addition to the matters separately set forth in these Terms of Use, upon use of the auction systems, the Auction System Users must not engage in any of the matters set forth below. If the Company incurs any damage (including, without limitation, attorney’s fees, special damage, or indirect damage) as a result of the Auction System User engaging in any of the matters set forth below, such Auction System User shall immediately provide the Company with compensation for such damage:

1. 1) Duplicate, store, process, modify, use, or dispose of any Contents without the prior written approval of the Company;
2. 2) Disclose any information obtained through use of the auction systems (including, without limitation, personal information) to a third party other than the Company or use such information for any purpose other than the purpose of using the auction systems;
3. 3) Engage in any act of placing a burden on the auction systems, any act of disrupting access or operation by another Auction System User, and/or any act of obstructing or disrupting the Company’s business and/or network systems;
4. 4) Log in to the auction website and using the auction systems by way of using an email address and password owned by another Auction System User; or
5. 5) In addition to the above items, engage in any act in breach of the Laws, these Terms of Use, and/or the matters designated by the Company.

Miscellaneous Provisions
27. Revision of these Terms of Use
(1) The Company may revise these Terms of Use at its discretion to the extent not inconsistent with the Laws. The Auction System Users must comply with this revision.
(2) The contents of these Terms of Use may change as needed without prior notice to the Auction System Users. The Auction System Users shall comply with the latest version of these Terms of Use when they use the services provided by the Company.
(3) If the Auction System User uses the Services following a change of the contents of these Terms of Use by the Company in accordance with the preceding paragraph, such Auction System User will be deemed to have consented to such change to these Terms of Use.
(4) If there exist any warnings, etc. provided by the Company in each service, such warnings, etc. shall constitute a part of these Terms of Use.

28. Prohibition of Assignment of Obligations
The Auction System Users may not assign, nor pledge, the rights, status, and obligations with respect to the Company under these Terms of Use without the prior written approval of the Company.

29. Exclusion of Antisocial Forces
(1) The Auction System Users represent that neither themselves nor their officers fall under the category of organized crime groups, organized crime group members, persons for whom five (5) years have not yet passed since leaving organized crime groups, quasi-organized crime group members, companies related to organized crime groups, corporate racketeers, groups engaging in criminal activities under the pretext of conducting social campaigns, crime groups specialized in intellectual crimes, or any other person equivalent thereto (“Organized Crime Group Members, etc.”), and that they do not fall under any of the following items, and covenant to ensure that they will not fall under any of the foregoing categories in the future:

1. i) Having a relationship that shows the Organized Crime Group Members, etc. control their management;
2. ii) Having a relationship that shows the Organized Crime Group Members, etc. are substantially involved in their management;
3. iii) Having a relationship that shows they are using the Organized Crime Group Members, etc. unjustly for the purpose of unfairly benefiting themselves or a third party or for the purpose of causing damage to a third party;
4. iv) Having a relationship that shows they are involved in the Organized Crime Group Members, etc. by the provision of funds or benefits to the Organized Crime Group Members, etc.; or
5. v) Their officers or persons who are substantially involved in its management having a relationship with the Organized Crime Group Members, etc. that should be socially condemned:

(2) The Auction System Users covenant to ensure that they will not engage in any act that falls under any of the following items, by themselves or by using a third party:

1. i) Claim made with a forceful act and behavior of violence;
2. ii) Unjust claim exceeding a legal responsibility;
3. iii) Use of a threatening action or statement, or violent act and behavior in connection with any transaction;
4. iv) Act and behavior which may damage the credit or obstruct the business of the Company by spreading a false rumor or the use of fraudulent means or by force; or
5. v) Other acts and behaviors equivalent to any of the preceding items.

(3) If any Auction System User is contrary or is reasonably suspected to be contrary to the covenants set forth in each of the preceding paragraphs, the Company may immediately suspend all or part of the transactions with such person or terminate all or part of the contract with such person without any demand or other procedures. The Company shall not be obliged to explain or disclose the contents and basis of such reasonable doubt to such person, nor shall the Company be responsible for any damage incurred by the applicable person arising from or in connection with the suspension of transactions or termination of the contract.
(4) If the Company incurs any damage as a result of the breach of the covenants set forth in paragraph 1 or 2 of this Article by any Auction System User, he/she shall be obliged to compensate for such damage.

30. Governing Law
These Terms of Use shall be governed by the laws of Japan.

31. Agreed Jurisdiction
Any dispute concerning these Terms of Use and the auction systems shall be settled at the Tokyo District Court as the exclusive jurisdictional court of first instance.