Adam byGMO Terms of Service
To use Adam byGMO, you must read these Terms of Service (these “Terms of Service”) carefully
and agree to comply with and be bound by these Terms of Service. By using Adam byGMO, a User
Agreement between you and us is formed subject to these Terms of Service.

Chapter 1 Introductory Clauses
Section 1(Terms of Service)
1. These Terms of Service set forth the terms and conditions of Adam byGMO, and your rights
and obligations with us, and apply to relationships between you and us with regard to AdambyGMO.
2. Your use of Adam byGMO is governed by these Terms of Service, the additional terms (the“Additional Terms”), the guidelines (https://support.adam.jp/hc/ja/articles/4405130928921)(the "Guidelines"), and the privacy policy(https://support.adam.jp/hc/ja/articles/4413984635033) (the "Privacy Policy"). The Additional
Terms, Guidelines, and Privacy Policy are incorporated into this User Agreement by thisreference.
3. If these Terms of Service conflict with or are not consistent with the Additional Terms, theAdditional Terms control. These Terms of Service and the Additional Terms take precedence
over the Guidelines.
Section 2(Definitions)
In these Terms of Service, the following definitions apply.
(1) “We”, “us”, and “our” refer to GMO Adam, Inc., a Japanese corporation.
(2) “Terms of Service” means these Adam byGMO Terms of Service.
(3) “Additional Terms” means the terms and conditions of Adam byGMO’s respective services, as
set forth separately from these Terms of Service.
(4) “Guidelines” means the guidelines separately set forth by us (https://support.adam.jp/hc/ja/articles/4405130928921).
(5) “Terms” means, collectively, these Terms of Service, the Additional Terms, and the Guidelines.
(6) “NFT” means a Non-Fungible Token.
(7) “Mint” means to issue a unique and non-fungible token on the Ethereum blockchain.
(8) “Adam byGMO” means the NFT platform, its website, its applications, and all the otherrelevant or ancillary services (including Adam byGMO’s respective services), operated andprovided by us. The NFT platform enables you to sell, bid on, purchase, distribute free ofcharge, display, access, browse, deposit, withdraw, and otherwise use NFTs or off-chain tokens
that you can mint.
(9) “Item” means an NFT or an off-chain token that you can mint. Items are the subjects oftransactions on Adam byGMO.
(10) “Creation” means a digital content associated with an Item.
(11) “Goods” means goods sold in connection with an Item.
(12) “Contents Usage” means to display as a holder of, mint, copy, act, perform, show, publiclytransmit, dictate, exhibit, distribute, transfer, lend, adapt, publish, modify, display names of,analyze information of, and otherwise use the Item’s underlying Creation.
(13) “Unauthorized Item” means any Item that: (i) violates or infringes, or is likely to violate or
infringe, any intellectual property right, moral right, the right to privacy, trade secret,know-how, any other legal right or interest of any third party; (ii) violates, or is likely to violate,these Terms, Laws and Regulations, or public policy; or (iii) qualifies as, or is likely to qualifyas, securities, prepaid payment instruments, crypto-assets, exchange transactions, or othermeans of settlement under the Financial Instruments and Exchange Law of Japan.
(14) “Users”, “you”, and “your” refer to: (i) those who access Adam byGMO; (ii) those who sell,1bid on, buy, distribute free of charge, display, access, browse, withdraw, deposit an Item on
Adam byGMO; or (iii) those who otherwise use Adam byGMO. Users include, but not limited
to, Creators, Sellers, Bidders, Buyers, and Owners.
(15) “Creator” means the person who created the Creation the Item of which does not constitute an
Unauthorized Item. Creators include, but not limited to, (i) those who retain lawful and validIntellectual Property Rights and Moral Rights in the Item’s underlying Creation, and (ii) those
who has been legally and validly entrusted with the management of Intellectual Property Rights
and Moral Rights in the Item’s underlying Creation.
(16) “Primary Sale” means to make a Creator’s Creation available as an Item for sales on AdambyGMO, and to primarily sell that Item.
(17) “Secondary Sale” is to secondary sell an Item on Adam byGMO that has been purchased or
received via free-of-charge distribution on Adam byGMO.
(18) “Sell” means to make a Primary Sale or Secondary Sale of an Item.
(19) “Primary Seller” means a person or an entity that has opened a Creator Account with AdambyGMO to sell Items.
(20) “Secondary Seller” means a person who makes Secondary Sales of Items.
(21) “Seller” means the Primary Seller or Secondary Seller.
(22) “Fixed-Price Sales” means a method whereby the Seller specifies the price of an Item for sales.
(23) “Auction Sales” means a method whereby the Seller sells Items in an auction format.
(24) “Buyer” means a person who purchases an Item on Adam byGMO.
(25) “Bidder” means a person who bids on an Item to purchase it on Adam byGMO.
(26) “Successful Bidder” is a Bidder who has bid the highest price on an Item and has become aBuyer to the Sales Agreement for that Item.
(27) “Sales Agreement” means a contract of sales that a Seller and a Buyer enter into with respect
to an Item in accordance with these Terms.
(28) “Owner” means a person who owns one or more Items.
(29) “Item Price” means the price of an Item sold on Adam byGMO.
(30) “Royalty” means a portion of the Item Price of a Sales Agreement for a Secondary Sale that theCreator of that Item’s underlying Creation has the right to receive.
(31) “Deposit” means to transfer an NFT held by an Owner on NFT platforms other than AdambyGMO from the external address to the internal address managed by us.
(32) “Withdraw” means to transfer an Item held by an Owner on Adam byGMO from the internal
address managed by us to a specified external address. When the Item is withdrawn from AdambyGMO for the first time, the Item’s token will be issued to a specified external address throughsmart contracts, instead of being transferred from the internal address managed by us to theexternal address.
(33) “User Account” means an account required to buy, sell, and display Items on Adam byGMO.
(34) “Creator Account” is an account required to sell Items on Adam byGMO as a Primary Seller.
(35) “My Page” is a web page for Users who have opened a User Account to check their status of
use of Items, Users’ information, progress of the registration, and other relevant information.
(36) “User Agreement” means the agreement that is formed in accordance with these Terms
between a User and us.
(37) “Laws and Regulations" means treaties, laws, ordinances, ministerial ordinances, regulations,notices, judgments, decrees, decisions, arbitral awards, orders, notices, guidelines, and policies
of administrative agencies, etc.
(38) “Person with Qualified Legal Capacity” means a minor, adult ward, person under curatorship,or person under assistance.
(39) “Legal Representative” means a legal representative such as parents or guardians, guardian of
an adult, conservator, or assistant.
(40) “Intellectual Property Rights” means patent rights, utility model rights, breeder's rights,
design rights, copyrights, neighboring rights, trademark rights, and other rights or legally
protected interests in intellectual property.
(41) “Personal Rights” means the rights of honor, rights to privacy, rights of portrait, publicity
moral rights, moral rights, and other rights and interests.
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(42) “Antisocial Forces” means organized crime groups, members of an organized crime group or
any persons for whom five years have not elapsed since such person ceased to be a member ofan organized crime group, quasi-members of an organized crime group, companies associatedwith an organized crime group, corporate racketeer groups, groups engaging in criminal
activities under the pretext of conducting social campaigns or crime group specialized inintellectual crimes, any other persons having a relationship with any of the above, or any otherpersons similar to any of the above.
(43) “Sanctioned Persons” means any individual or entity that has breached any of Section 41.1
(Export Restrictions and Sanctions) (1) through (3).
Section 3(Processing of Users’ Personal Information)
We process your personal information in accordance with the Privacy Policy separately set forth
by us (https://support.adam.jp/hc/ja/articles/4413984635033), and you agree to the Privacy
Policy.
Section 4(Items on Adam byGMO)
1. Until an Item that a Primary Sale is made of on Adam byGMO is withdrawn and minted, it
remains an off-chain token that can be minted. Adam byGMO warrants the uniqueness andnon-fungibility of that token, and transactions of the Item will be recorded and managed in an
off-chain condition by Adam byGMO. The Owner may withdraw such Item at any time, and it
will be minted when it is withdrawn.
2. Transactions of minted Items will be recorded on the Ethereum blockchain. However, this does
not apply to transactions made on Adam byGMO.
3. If an Item constitutes an Unauthorized Item, then we will remove it from Adam byGMO
regardless of whether such Item is held by an Owner. The Primary Seller of the Unauthorized
Item is liable for all damages suffered by the Owner arising out of or relating to the removal ofsuch Item.
Section 5(NFTs and Blockchains)
1. We make no warranty as to the Ethereum blockchain’s fitness for any particular purpose ofyou, completeness, accuracy or usefulness, continuous availability, or being error-free,because we do not own, operate, or manage the Ethereum blockchain.
2. Even if you suffer any damage arising out of or relating to the Ethereum blockchain, we
assume no liability for such damages. However, this does not apply to smart contract
programs created by us on the Ethereum blockchain.
3. Even if a hard fork of the Ethereum blockchain occurs, we assume no liability as to newly
generated tokens. Even if you suffer any damage arising out of or relating to the hard fork,
we assume no liability for such damages.
4. You acknowledge that: gas fees, which are the Ethereum blockchain network fees, are not
managed or decided by us; changes in the fees cannot be predicted; and in no event will the fees
be returned to the User. In making a transaction, you shall set a ceiling on gas fees, which are
network fees, on your own responsibility and at your own expense.
5. To use Adam byGMO and transfer and own NFTs, you must use services by third parties(including, but not limited to, a wallet service) separately designated by us. With respect toservices by a third party, you shall comply with terms of service set forth by the third party.
Even if you suffer any damage arising out of or relating to these services by third parties, we
assume no liability for such damages.
Section 6(Amendments to these Terms)
1. We may amend these Terms from time to time in accordance with Article 548-4 of the Civil
Code, if there is any enactment, amendment, repeal, or alteration of the interpretation of Laws
and Regulations, disposition, order, or guidance by administrative agencies, establishment,
revision, or abolition of self-regulatory organizations’ rules, or any other necessity in the courseof business. We will notify you of any amendment, amended provisions, and the effective date3

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of that amendment in advance by the method specified in Section 43 (Notices).
If you use Adam byGMO after the effective date of an amendment to provisions referred to in
Section 6.1, then you will be deemed to have agreed to the new provisions after such
amendment, and a User Agreement will become effective between you and us in accordancewith the new provisions.

Chapter 2 Accounts
Section 7(User Account Registrations)
1. If you wish to use Adam byGMO, you must apply for a User Account by registering theprescribed information on our website. When you have applied for a User Account, you will bedeemed to represent and warrant that the registered information is true and accurate and will bedeemed to have agreed to these Terms.
2. After you apply for a User Account, you shall not revoke that application.
3. We have the right to verify your identity if you have applied for a User Account.
4. When we receive an application for a User Account, we will review it to determine whether weapprove your application and will notify you of the result of our determination. If we determinethat we approve your application, your User Account registration process will be completed
when we notify you of that result.
5. When the User Account registration process has been completed, you obtain your User
Account.
6. Even when we receive an application for a User Account from you, if you fall or are likely tofall under any of the following circumstances (the “Reasons for Refusal to Register a User”),
we may refuse your application:(1) if you violate Laws and Regulations, commit a criminal activity, or breach these Terms;(2) if you have violated Laws and Regulations, committed a criminal activity, or breachedthese Terms;(3) if the registered information includes any false information;(4) if you fall within Antisocial Forces or Sanctioned Persons;(5) if you fail to accept the identification process of you prescribed by us;(6) if you have sold an Unauthorized Item;(7) if you are a Person with Qualified Legal Capacity and have not obtained the prior consent
of your Legal Representative;(8) if you are under 16 years of age (and domicile in the European Economic Area (EEA));(9) if it turns out that you are unable to obtain approval for payment for settlement means froma credit card company or the like, if it turns out that you have illegally used a credit card or
the like, or if you are suspected of illegally using a credit card or the like; or(10) in addition to those circumstances set forth in the preceding clauses, if we find it necessary
to refuse the application for a User Account on reasonable grounds.
We are not required to disclose any reason for the result of our determination of whether weapprove your application.
Section 8(Changes of Registered Information)
1. If your registered information has changed, you shall promptly notify us of that change by
updating the registered information on My Page. We assume no liability if you suffer any
damage arising out of or relating to your failure to notify us of such change promptly.
2. In the case referred to in Section 8.1, if you change any of important information including, but
not limited to, the name, zip code, address, email address, telephone number, or your date ofbirth, then you shall submit us an identity verification document designated by us.
Section 9(User Account Management)
1. You shall strictly keep and manage your User Account information, such as your ID andpassword, on your own responsibility.
2. When Adam byGMO is used after login by using your User Account information, that use will
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be deemed to be made by you pertaining to such User Account information. However, this does
not apply if a third party other than you logs in to Adam byGMO by using your User Accountinformation through our intentional or negligent act.
If your User Account information is or is likely to be stolen, lost, unauthorizedly disclosed, orused by a third party, you shall promptly notify us of that circumstance and shall follow ourinstructions.
If it becomes impossible to log in to the User Account or the User Account is used by a third
party due to a loss or unauthorized disclosure of any User Account information by you, or byyour act or omission, we assume no liability for any damage suffered by you arising out of or
relating to such incident.
We have the right to verify the identity of a User who has opened his/her User Account bymeans prescribed by us.

Section 10(Closures of User Accounts by You)If you wish to close your User Account, you may close your User Account by going through theprocess prescribed by us on My Page. However, this does not apply if you owe any debts or
liabilities to us or other Users.
Section 11(Suspensions or Closures of User Accounts by Us)
1. If you fall under or are likely to fall under any of the following circumstances, we may suspend
your User Account, in whole or in part, or may close your User Account without prior notice ordemand to you and without assuming any liability for any damage that you suffer:(1) if the User Account is illegally used or stolen by a third party;(2) if you fail to comply with the identification process prescribed by us;(3) if you breach any of the provisions of Section 32 (Prohibited Activities);(4) if you breach any of your representations or warranties, or covenants;(5) if it becomes impossible to contact you in such a case as you make no reply for sevenbusiness days or more after we notify you;(6) if it turns out that you are unable to obtain approval for payment for settlement means froma credit card company or the like, if it turns out that you have illegally used a credit card or
the like, or if you are suspected of illegally using a credit card or the like;(7) if you suspend payment or go insolvent or dishonor a bill or check;(8) if you are petitioned by a third party for seizure, provisional seizure, provisional
disposition or auction, or punished by disposition of delinquency in payment of taxes andother public charges;(9) if you are petitioned or petitions for the commencement of proceedings for bankruptcy,
civil rehabilitation, corporate reorganization, or special liquidation;(10) if you resolve to dissolve itself;(11) if succession has commenced in connection with you (limited to natural persons);(12) if you have fallen under the Reasons for Refusal to Register a User at the time of User
Account registration;(13) if you have fallen under the Reasons for Refusal to Register a Primary Seller at the time ofCreator Account registration;(14) if you hold no Item and have not used your User Account for one year or more; or(15) in addition to those set forth in the preceding clauses, if there are material grounds onwhich it is difficult to continue the User Account because a relationship of mutual trust
between you and us has been lost.
2. In addition to the cases prescribed in Section 11.1, if you breach the User Agreement and fail toremedy that breach within the reasonable period after our request to do so, we may suspend
your User Account, in whole or in part, or may close your User Account without assuming any
liability for any damage suffered by you. In that case, closing your User Account does notprohibit us from claiming damages against you.
3. In the cases referred to in Section 11.1 and 11.2, if you owe any debts or liabilities to us or other
Users, the due date of which will be automatically accelerated.
5Section 12(Closures of User Accounts)
1. If your User Account is closed, you will lose your User Account permanently.
2. If your User Account is closed, then we will not be required to retain your registeredinformation or information about your Items, and you will lose access to your Items. In thatcase, even if you open a new User Account, you cannot use Items that you had once owned inyour previously closed User Account.
3. You may sell or withdraw your Items, on your own responsibility and at your expense, before
closing your User Account.
Section 13(Creator Accounts)
1. To make an Item’s Primary Sale, you must open a Creator Account. We may determine, in oursole discretion, whether we approve your application for a Creator Account. When we receive
your application for a Creator Account, and if you fall or are likely to fall under any of thefollowing circumstances (“Reasons for Refusal to Register a Primary Seller”), we will refuse
your application:(1) if you violate Laws and Regulations, commit a criminal act, or breach these Terms;(2) if you have violated Laws and Regulations, committed a criminal act, or breached theseTerms;(3) if your registered information includes any false information;(4) if you fall within Antisocial Forces or Sanctioned Persons;(5) if you fail to comply with the identification process of you prescribed by us;(6) if you have sold an Unauthorized Item;(7) if you are a Person with Qualified Legal Capacity and have not obtained the consent of
your Legal Representative;(8) if you are under 16 years of age (and domicile in the European Economic Area (EEA));(9) if it turns out that you are unable to obtain approval for payment for settlement means froma credit card company or the like, if it turns out that you have illegally used a credit card or
the like, or if you are suspected of illegally using a credit card or the like; or(10) Otherwise, if we find it necessary to refuse your application for Creator Accountregistration on reasonable grounds.
We are not required to disclose any reason for the result of our determination with regard towhether we approve your application for a Creator Account.
2. The provisions of Section 7.1 through 7.5 and Sections 8 through 12 apply, together with any
necessary conforming changes, to Creator Accounts.

Chapter 3 Sales
Section 14(Primary Sales)
1. To make a Primary Sale, you must open a Creator Account.
2. If a Primary Seller wishes to make a Creation’s Primary Sale, the Primary Seller shall provide
us with that Creation and information designated by us and shall request us to review theCreation. We will review the Creation to determine whether we approve that Creation’s Primary
Sale and shall notify that Primary Seller of the result of our determination. We may determine,in our sole discretion, whether we approve that Creation’s Primary Sale, and whether we
disclose any reason to the Primary Seller for our determination.
3. In the case of legal entities, the Primary Seller represents and warrants the following as of thetime of a request to review the Creation and as of the time of the Creation’s Primary Sale:(1) the Primary Seller is a legal entity duly organized and validly existing in accordance withthe laws of Japan and has the capacity to hold rights and to act that is required to make a
Primary Sale;(2) a Primary Sale by the Primary Seller is an act within its purposes of the legal entity; andthe Primary Seller has completed all necessary procedures with regard to the Primary Salein accordance with Laws and Regulations, its articles of incorporation, bylaws, and its
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internal rules;(3) a Primary Sale by the Primary Seller does not violate any of: (i) the Laws and Regulations;(ii) the Primary Seller’s articles of incorporation, bylaws, or internal rules; or (iii) contracts
provisions to which the Primary Seller is a party;(4) the Primary Seller is the Creator of the Creation associated with the Item;(5) a Primary Sale by the Primary Seller does not infringe any rights or interests of a third
party, including, but not limited to, Intellectual Property Rights or Personal Rights, or any
trade secrets, know-how or the like of a third party;(6) if the Creation includes contents created by third parties, the Primary Seller has in advanceobtained from that third party all the content licenses that are necessary to make a PrimarySale;(7) the Item that the Primary Seller wishes to sell does not constitute an Unauthorized Item;(8) no lawsuit, claim or other dispute has arisen in relation to rights or interests to the Creationthat the Primary Seller wishes to make a Primary Sale of; and(9) there has never been a sale of an NFT associated with the Creation that the Primary Seller
wishes to make a Primary Sale of.
In the case of natural persons, the Primary Seller represents and warrants the following as of thetime of a request to review the Creation and as of the time of the Creation’s Primary Sale:(1) the Primary Seller has the capacity to hold rights and to act that is required to make a
Primary Sale;(2) if the Primary Seller is a Person with Qualified Legal Capacity, the Primary Seller has
obtained the prior consent of his/her Legal Representative with regard to the Primary Sale;(3) a Primary Sale by the Primary Seller does not violate any of: (i) the Laws and Regulations;or (ii) contracts provisions to which the Primary Seller is a party;(4) the Primary Seller is the Creator of the Creation associated with the Item;(5) if the Creation includes contents created by third parties, the Primary Seller has in advanceobtained from those third parties all the content license that are necessary to make a
Primary Sale;(6) a Primary Sale by the Primary Seller does not infringe any rights of a third party,
including, but not limited to, Intellectual Property Rights or Personal Rights, or any trade
secrets, know-how or the like of a third party;(7) the Item that the Primary Seller wishes to sell does not constitute an Unauthorized Item;(8) no lawsuit, claim or other dispute has arisen in relation to rights or interests to the Creationthat the Primary Seller wishes to make a Primary Sale of; and(9) there has never been a sale of an NFT associated with the Creation that the Primary Seller
wishes to make a Primary Sale of.
A Primary Seller shall comply with the following as the Primary Seller’s covenants after
requesting to review the Primary Seller’s Creation:(1) the Primary Seller shall not distribute free of charge, sell, or make a Primary Sale of thesame Creation as or a similar Creation to the Creation that the Primary Seller makes a
Primary Sale of, in the form of NFT or tokens that can be minted, on an NFT platform
other than Adam byGMO without our prior written consent;(2) the Primary Seller shall not assign to a third party Intellectual Property Rights with regard
to the Item that the Primary Seller makes a Primary Sale of and shall not grant any
exclusive license to use those Intellectual Property Rights, without our prior writtenconsent; and(3) the Primary Seller shall not exercise the Primary Seller’s moral right against any Owner of
the Item that the Primary Seller makes a Primary Sale of, without our prior writtenconsent.
A Primary Seller may make a Primary Sale of an Item associated with the Creation that wehave approved after reviewing that Creation. In that case, the Primary Seller may choose
between a Fixed-Price Sale and Auction Sale to make that Item’s Primary Sale. In addition, thePrimary Seller may distribute that Item free of charge on Adam byGMO.
A Primary Seller shall not revoke an offer of an Item’s Primary Sale, except that the Primary7

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Seller may revoke an offer of an Item’s Primary Sale, in the case of a Fixed-Price Sale, before
the Item’s Sales Agreement is formed, and in the case of an Auction Sale, before Buyers bid on
the Item.
After an Item’s Sales Agreement is formed, the Primary Seller shall not rescind or cancel thatagreement.

Section 15(Advertisements and Sales Promotions by Primary Sellers)
If a Primary Seller publishes advertisements or conducts sales promotions or solicitations, withregard to Items, the Primary seller shall comply with Laws and Regulations including, but notlimited to, the Consumer Contract Act, Specified Commercial Transactions Act, and Act against
Unjustifiable Premiums and Misleading Representations, and shall not make any
misrepresentation, provide any conclusive assessment of matters, or make any misleading
advertisement or misleading representation.
Section 16(Consignment)
1. We may permit a Primary Seller to consign the Primary Seller’s Items to us for Primary Sales.
2. If the Primary Seller consigns the Primary Seller’s Items to us for Primary Sales, we shall retain
those consigned Items with the due care of a prudent manager.
3. If a Sales Agreement for the consigned Item is formed, then the Item and the content licenses
regarding its underlying Creation will pass from the Primary Seller directly to the Buyer.
4. If a Sales Agreement for the consigned Item is formed and we receive the Item Price from the
Buyer, then we shall deliver that Item Price to the Primary Seller who has consigned the Item tous for a Primary Sales, in the manner prescribed by us.
Section 17(Secondary Sales)
1. Among Users, only natural persons may make a Secondary Sale.
2. To make a Secondary Sale, you must open a User Account and register information designatedby us. You must warrant that the registered information is true and accurate.
3. If the Primary Seller of an Item has set a suspension period for Secondary Sales, the Secondary
Seller shall not make that Item’s Secondary Sale during that period.
Section 18(Sales of Goods)
1. Only a Primary Seller may sell Goods subject to these Terms. If a Primary Seller wishes to sell
Goods, the Primary Seller shall sell them in a set with Items and shall consign them to us forPrimary Sales.
2. If a Primary Seller wishes to sell Goods in a set with Items, the Primary Seller shall request us
to examine those Goods when requesting to review the Item’s underlying Creation.
3. If we find the Goods permissible at the request for examination referred to in Section 18.2, thePrimary Seller may sell the Goods in a set with the Items.
4. When a Sales Agreement for a set of an Item and Goods is formed, the Primary Seller shalldeliver the Goods to the Buyer on his/her responsibility and at his/her own expense.
5. If any Goods delivered by the Primary Seller to a Buyer do not conform to the Sales Agreement
in type, quality, or quantity, the Primary Seller shall repair or replace the Goods, or reduce theItem Price for the Goods, following our instructions.
6. A Secondary Seller shall not sell Goods.

Chapter 4 Purchase
Section 19(Purchase)
1. Among Users, only natural persons may purchase an Item.
2. To purchase an Item, you must open a User Account.
3. In the case of a Fixed-Price Sale, a Buyer may purchase an Item at its price specified by the
Seller. If the Buyer completes the purchase procedure prescribed by us, a Sales Agreement for
the Item will be formed between the Seller and the Buyer.
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In the case of an Auction Sale, a Buyer may purchase an Item by bidding on and making a
successful bid on that Item. If the Buyer makes a successful bid on the Item, a Sales Agreement
for the Item will be formed between the Seller and the Buyer.
If a Sales Agreement for an Item is formed, that Item and its content licenses will pass from theSeller to the Buyer.
In the case of an Auction Sale, a Buyer shall not revoke his/her bid.
After a Sales Agreement is formed, the Buyer shall not rescind or cancel that Sales Agreement.

Section 20(Intervention)
If there is any breach of any provision of Section 32 (Prohibited Activities) in selling, distributing
free of charge, bidding on, making a successful bid on, or otherwise purchasing an Item, we mayalter or make void, in whole or in part, that selling, distribution free of charge, bid on, successful
bid on, or otherwise purchase.
Section 21(Payment of Item Prices)
1. When a Sales Agreement for an Item is formed, the Buyer shall pay us the Item Price in themanner prescribed by us on or before the payment date designated by us. The Buyer shall pay
any bank fee for transfer required in payment or a network fee for the Ethereum blockchain (gasfees) (if any).
2. If a Sales Agreement has been formed in a Fixed-Price Sale and the Buyer fails to pay us theItem Price on or before the payment date, then the Sales Agreement will become void. In thatcase, the Buyer shall pay us a sum obtained by multiplying the Item Price by 15 percent as an
option fee.
3. If a Sales Agreement has been formed through a successful bid in an Auction Sale and theBuyer fails to pay us the Item Price on or before the payment date, then the Sales Agreement
will become void. In that case, the Seller of the Item may, at its option, (i) grant the new right topurchase to the Bidder who has bid on the Item with the second highest price, or (ii) revoke theselling. The Buyer shall pay us a sum obtained by multiplying the item Price by 15 percent as
an option fee.
4. We shall pay the Item’s Seller the Item Price that we receive from the Buyer, in the mannerprescribed by us. The Seller shall pay any bank fee for transfer required in payment (if any).
Section 22(Sales Commissions and Settlement Commissions)
1. When a Sales Agreement for an Item is formed, that Item’s Seller shall pay us a salescommission as prescribed by us in the manner prescribed by us.
2. When a Sales Agreement for an Item is formed, the Seller shall pay a settlement commission
according to the settlement method used by the Buyer in paying the Item Price (if any).
Section 23(Royalties)
1. When a Sales Agreement is formed in a Secondary Sale and the Buyer pays us the Item Price,then we shall pay a Royalty to the Creator of the Creation associated with the Item. The Creator
shall pay any bank fee for transfer required in payment (if any).
2. The Buyer shall pay the Royalty.
3. A Primary Seller may set the ratio of a Royalty to the Item Price at the Primary Sale.
4. The method of paying a Royalty to a Creator is prescribed by us.
5. After the Owner withdraws his/her Item, we will not be required to collect any Royalty or to
pay any Royalty to the Creator unless that Item is deposited again.
6. If a Creator Account is suspended or closed, we will not be required to collect any Royalty for
the Creator or to pay any Royalty to the Creator.

Chapter 5 Deposit and Withdrawal
Section 24(Deposit and Withdrawal)
1. You may deposit Items in your possession in the manner prescribed by us. However, you may
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only deposit Items that a Primary Sale has been made of on Adam byGMO.
You may withdraw Items in you possession in the manner prescribed by us at any time.
However, when the Primary Seller sets a suspension period of an Item, you shall not withdraw
that Item during that period.
To withdraw an Item, you must pay a charge prescribed by us. You shall not cancel thewithdrawal after you completes the payment of that charge.
To Withdraw an item, you must have made your own Ethereum wallet in advance.
We assume no liability for any damage suffered by you arising out of or relating to your own
act or omission (including, but not limited to, an erroneous input of the Ethereum walletaddress).

Section 25(Mint at Withdrawal)
When you withdraw an Item in your possession for the first time, that Item will be minted in themanner prescribed by us.

Chapter 6 Intellectual Property Rights and Personal Rights
Section 26(Adam byGMO’s Intellectual Property Rights)
1. We own all Intellectual Property Rights, trade secrets, know-how and the like with regard to thecomponents of Adam byGMO, including, but not limited to, services, contents, information,
designs, systems, software, and applications.
2. The Creators own all Intellectual Property Rights, Personal Rights, trade secrets, know-how andthe like with regard to their Items’ underlying Creations on Adam byGMO.
3. You shall not engage in any Content Use with regard to Adam byGMO or Items on AdambyGMO without permission.
Section 27(Granting Content Licenses of the Creations by Primary Sellers)
1. With regard to Intellectual Property Rights and Personal Rights of the Item’s underlying
Creation, at a Primary Sale, a Primary Seller shall provide the scope of Content Use that
constitutes the details of the content licenses to be granted to the Buyer, in the mannerprescribed by us.
2. The Primary Seller shall cause the details of the content licenses referred to in Section 27.1 toinclude the following:(1) those licenses are permanent and irrevocable;(2) its territorial range covers Japan and foreign countries;(3) a consideration of those licenses is included in the Item Price;(4) Intellectual Property Rights of the Creation is non-assignable;(5) a Buyer to whom those licenses are granted may assign them through a Secondary Sale;(6) it is not permissible to sublicense those licenses;(7) those licenses permit a Buyer to display the Creation on Adam byGMO; and(8) the Item of the Creation can be minted.
3. When a Primary Seller apply to make a Primary Sale of a Creation, the Primary Seller shall
grant us the content licenses that permit us to engage in Content Use that is necessary to review
the Creation.
4. Unless otherwise agreed on, at an Item’s Primary Sale, the Primary Seller shall grant us theroyalty-free and sublicensable content licenses that permit the us to engage in Content Use
necessary: (i) to sell, advertise, and otherwise promote the Creation associated with that Item on
Adam byGMO; and (ii) for us and our parent companies to advertise, promote, conduct public
relations about, and issue other press releases about Adam byGMO, with regard to the Item’s
underlying Creation.
5. If a Primary Seller consign an Item to us for a Primary Sale in accordance with Section 16(Consignment), the Primary Seller shall grant us the content licenses to engage in Content Usethat is necessary for that consignment.
6. So long as a Buyer and we engage in Content Use within the scope of the content licenses that10

are granted to the Buyer or us, as the case may be, the Primary Seller shall not exercise his/her
moral right of author or moral right of performer with regard to the Item’s underlying Creation
and warrant that those moral rights will not be exercised.
Section 28(Primary Seller’s Assignments of Rights)
If a Primary Seller, with our prior written consent, assign a third party the Intellectual Property
Rights with regard to an Item that the Primary Seller has made a Primary Sale of, the Primary Seller
shall cause that third party to assume obligations equivalent to those which the Primary Seller owes
in accordance with the User Agreement and to approve the content licenses with regard to that Item.
Section 29(Owner’s Content Use)
1. The Item’s Owner may engage in Content Use of that Item and that Item’s underlying Creation
only within the scope of the content licenses that the Primary Seller has granted with regard tothat Item.
2. If the Owner sells his/her Item to a third party after it withdraws that Item, the Owner shallcause that third party to comply with the provision that the third party shall not make any
Content Use beyond the scope of the Item’s content licenses and shall also cause that third party
to include that same provision in the terms of any sales agreement with regard to that Item ifthat third party sell that Item.

Chapter 7 Your Responsibilities
Section 30(Personal Responsibility)
1. You assume all risks and responsibilities in selling, purchasing, displaying, and accessing Items
on Adam byGMO.
2. You accept all profits or losses, and results from your transactions on Adam byGMO, and weassume no responsibility for those profits or losses, and results.
3. If you are a Person with Qualified Legal Capacity, you shall cause your Legal Representative toread these Terms and to use Adam byGMO after you obtain the consent of your Legal
Representative. Your Legal Representative must assume full responsibilities for your use of
Adam byGMO.
4. If you are a Person with Qualified Legal Capacity when using Adam byGMO and has not
obtained the consent of your Legal Representative, and if you use Adam byGMO after you
gains legal capacity, then you will be deemed to have approved all your activities on AdambyGMO during the period when you have been a Person with Qualified Legal Capacity.
Section 31(Primary Sellers’ Responsibilities)
1. If an Item that a Primary Seller has made a Primary Sale of constitutes an Unauthorized Item,
we have the right to make that Primary Sale void and to remove that Unauthorized Item from
Adam byGMO.
2. If a Primary Seller breaches the User Agreement or makes a Primary Sale of an Unauthorized
Item, the Primary Seller shall indemnify and defend us against the following damages arisingout of or relating to that breach or Unauthorized Item:(i) all damages that we have suffered;(ii) all damages that any other User who has purchased that Unauthorized Item has suffered;and(iii) all damages that the Creator has suffered.
3. In the case prescribed in Section 31.2, if we compensate for any damage that other User or theCreator has suffered, the Primary Seller shall indemnify and defend us against such amount ofdamages as we have compensated for.
4. The fact that a Primary Seller has consign the Item to us for a Primary Sale in accordance withthe provisions of Section 16 (Consignment) does not discharge any of the Primary Seller’s
liabilities set forth in this Section.

11Section 32(Prohibited Activities)
1. You shall not engage in any activity that falls or is likely to fall within any of the following withregard to your use of Adam byGMO:(1) a violation of Laws and Regulations, criminal act, or conduct against public policy and morals;(2) a breach of Section 42 (Duty of Confidentiality);(3) a breach of Section 40.1 or 40.2 (Exclusion of Antisocial Forces), or Section 41 (Export
Restrictions and Sanctions);(4) starting a pyramid scheme, soliciting a person to join a pyramid scheme, or encouraging startingor soliciting a pyramid scheme;(5) multilevel marketing or encouraging multilevel marketing;(6) infringing our, Creators’, or third parties’ Intellectual Property Rights, Personal Rights, trade
secrets, know-how, or any other rights or interests;(7) defamation of or insults to us, Creators, or third parties, or injuring honor or damaging
credibility;(8) any Content Use beyond the scope of the Item’s content licenses granted to you;(9) allowing a third party to use your account or account information, or lending, transferring, orotherwise trading your account or account information;(10) using a third party’s account information;(11) impersonation in using Adam byGMO;(12) opening multiple accounts for illegal purposes or purposes against these Terms;(13) a breach of your payment obligation to pay the Item Price on or before the payment date if a
Sales Agreement has been formed with regard to that Item;(14) collecting any other User’s personal information or usage information;(15) any algorithmic trading or automatic trading of any Item on Adam byGMO using your or athird party’s system, software, or application;(16) using Adam byGMO by any means other than the interface provided by us with regard to AdambyGMO;(17) obstructing, disrupting, interrupting, or interfering with our business activities or operations ofAdam byGMO;(18) putting excessive loads on, making cyberattacks on, illegally accessing, or otherwise hacking
computers, servers, networks, systems and the like to operate Adam byGMO;(19) analyzing systems, software, applications, and the like connected with Adam byGMO in such a
way as reverse engineering;(20) transmitting or posting harmful programs, such as computer viruses;(21) making cyberattacks on, illegally accessing or otherwise hacking the Ethereum blockchain,smart contracts, wallets or the like;(22) lying about registered information or providing false information to the Company;(23) applying for an account by keeping secret the fact that the User falls within the Reasons for
Refusal to Register a User at the application for account registration;(24) applying for a Creator Account by keeping secret the fact that the User falls within the Reasonsfor Refusal to Register a Primary Seller at the application for a Creator Account;(25) an act for a profit-making purpose, such as advertising or publicizing Adam byGMO or asking
to use or business for Adam byGMO, without our permission;(26) trading Items on Adam byGMO without using Adam byGMO;(27) Selling an Item without the intention of entering into a Sales Agreement or bidding on orpurchasing an Item without the intention of paying the Item Price;(28) a Seller’s bidding on or purchasing an Item of which the Seller has sold;(29) making a misrepresentation, giving a false notification, spreading a rumor, or otherwise
carrying out a collusive transaction for the purpose of causing a fluctuation in the price of an
item;(30) Engaging in money laundering, providing terrorist funds, or being involved in or encouraging
them;(31) using an Item as securities under the Financial Instruments and Exchange Act, prepaid payment
instrument, crypto-assets, exchange transaction or other settlement means;12(32) erasing a display of the Creator of the Creation pertaining to an Item or lying about that
Creator;(33) deteriorating or causing a fall in the value of the Item’s underlying Creation;(34) making an Item an Unauthorized Item;(35) making a Primary Sale of the Creation associated with the Item or selling that Creation minted
as an NFT even though the User is not the Creator of the Creation;(36) instigating or assisting a third party to commit or in committing any of the acts mentioned in thepreceding clauses; and(37) in addition to those set forth in the preceding clauses, acts which we find inappropriate on
reasonable grounds.
2. If we, or any other Users or third parties have suffered any damage arising out of or relating to
your activity set forth in Section 32.1, you shall indemnify and defend us, or any other Users or
third parties against such damages.

Chapter 8 Our Responsibilities
Section 33(No Warranties)
1. We make no warranty or representation to you, either express or implied, that: Adam byGMO
is fit for your particular purpose; Adam byGMO is complete, accurate or useful; no
Unauthorized Item is sold on Adam byGMO; Adam byGMO is continuously available orerror-free.
2. We make no warranty or representation to you that the Item’s price on Adam byGMO reflects
the fair market value of that Item, or that the Item’s price will not fluctuate unfavorably to
the Owner.
Section 34(Responsibility for Non-Conformity with Contracts)
If any Goods do not conform to its Sales Agreement in type, quality, or quantity, we shall repair or
replace the Goods or reduce the price of the Goods.
Section 35(Returning Goods)
You shall not return (which means a revocation of an offer or termination of a Sales Agreement)
any Goods that you have purchased on Adam byGMO, except that you may return Goods if those
Goods do not conform to their Sales Agreement in type, quality, or quantity.
Section 36(Liability for Damages)
We assume no liability for any damage suffered by you arising out of your use of AdambyGMO, whether caused by breach of contract, tort, or any other cause of action, except that
we assume liability to you for such damages if such damages are caused by our intentional or
negligent act. Unless such damages are caused by our intentional or grossly negligent act, ourliability is limited to those actual and general damages directly caused by our act, excluding
special or consequential damages, indirect damages, incidental damages, or loss of profits.
Section 37(Disclaimers)
We assume no liability for any damage suffered by you arising out of or relating to one or moreof the following, whether caused by breach of contract, tort, or any other cause of action:(1) any damage to, loss or the like of an NFT after withdrawal of an Item;(2) any force majeure event including, but not limited to, an earthquake, typhoon, tidal
wave or other natural disasters, war, riot, rebellion, the act of terrorism or other use offorce, serious disease, contagious disease or other infectious diseases, enactment,
amendment, repeal, or alteration of the interpretation of Laws and Regulations, order or
disposition by public authority or other act by the government, or establishment,
revision, or abolition of self-regulatory rules;(3) a failure of or defect in a User’s electronic devices;(4) the performance of the Internet connection service or a failure of or defect in the13Internet connection environment;(5) a failure of or defect in hardware, databases, systems, software, or applications(including OSs, middleware, and DBMS) by third parties that compose Adam byGMO
equipment operated and managed by us;(6) hacking by a harmful program, such as a computer virus, to, a cyberattack on, illegal
access to or other hacking of Adam byGMO equipment operated and managed by us
which is difficult to prevent with commercially reasonable care;(7) a User’s failure to comply with the method of using Adam byGMO, the user
environment for Adam byGMO and the like which are specified by us;(8) a failure of or defect in telecommunications services by telecommunications carriers;(9) any Goods or services on any website by a third party, whether a hyperlink to them isshown on our website;(10) any loss of an Ethereum blockchain or wallet;(11) a fluctuation in gas fees, which are network fees for the Ethereum blockchain;(12) the occurrence of a hard fork on the Ethereum blockchain; and(13) in addition to those set forth in the preceding clauses, anything that is not caused by ourintentional or negligent acts or omissions.
Section 38(Suspension of Adam byGMO)
1. We have the right to suspend Adam byGMO, in whole or in part, to maintain and check AdambyGMO after we gives prior notice to Users when it is necessary to do so to operate AdambyGMO. However, if there is an urgent need for maintenance and checking of Adam byGMO,
we are not required to give any prior notice to you.
2. We have the right to suspend Adam byGMO, in whole or in part, without any prior notice toyou, if one or more of the following occur:(1) if the suspension is unavoidable for operational or technical reasons for Adam byGMO, insuch a case as a failure of the Internet, any computer, database, system, software, orapplication or information security incident;(2) if there occurs a sudden change in gas fees, which are network fees for the Ethereum
blockchain, or a hard fork;(3) if a technical problem that is difficult to solve arises on reasonable grounds in handling
NFTs or blockchains; and(4) in addition to those set forth in the preceding clauses, if it becomes difficult to operate
Adam byGMO not owing to our intentional or negligent acts or omissions.
3. We assume no liability for any damage suffered by you arising out of or relating to thesuspension of Adam byGMO under Section 38.1 and 38.2. However, this does not apply if
those damages are caused by our intentional or grossly negligent act.
Section 39(Alteration to and Discontinuance of Adam byGMO)
1. We may alter the details of Adam byGMO or may discontinue Adam byGMO if there is any
enactment, amendment, repeal, or alteration of the interpretation of Laws and Regulations,disposition, order, or guidance by administrative agencies, establishment, revision, or abolitionof self-regulatory organizations’ rules, or any other necessity in the course of business.
2. If we determine to discontinue Adam byGMO, we shall notify Users to that effect and of the
discontinuance at appropriate time before the discontinuance. However, this does not apply ifthere is an urgent need for discontinuance.

Chapter 9 General Provisions
Section 40(Exclusion of Antisocial Forces)
1. You represent and warrant the following regarding yourself at present and shall comply with thefollowing in the future as your covenants:(1) you do not fall under Antisocial Forces;(2) you do not have either of the following relationships with Antisocial Forces:
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2.

3.

a. a relationship in which you are found to use Antisocial Forces for the purpose of seeking
unlawful profits for yourself or a third party, or for the purpose of causing losses to athird party; orb. a relationship in which you cooperate or are involved in maintaining and operating
Antisocial Forces in such a way as providing funds or the like or affording any
facility to or for the Antisocial Forces;(3) any of your officers or the like(who means directors, officers, operating officers, auditors,
senior advisers, a chairman or other persons of whatever title who substantially participate
in your management) is not Antisocial Forces and has no socially condemnable
relationship with Antisocial Forces; and(4) you do not permit Antisocial Forces to use your name for the Antisocial Forces to open a
User Account or Creator Account.
As your covenants, you shall not, directly or indirectly, engage in any of the following
activities:(1) a demand with violence;(2) an unreasonable demand beyond your legal entitlement;(3) use of intimidating words (including, but not limited to, stating that you or your associate
is an Antisocial Force) or actions in relation to the use of Adam byGMO;(4) an action to defame the reputation or interfere with our business by spreading rumor, using
fraudulent means, or resorting to force; and(5) other equivalent action of above.
If you breach any of the representations or warranties, or covenants set forth in Section 40.1 or
40.2, we may terminate the User Agreement with you without any notice to you. Even if you
suffer any damage arising out of or relating to the termination, we assume no liability for thosedamages. Furthermore, the termination will not prohibit us from claiming damages against you.

Section 41(Export Restrictions and Sanctions)
1. Our products and services may be subject to U.S. export and re-export control laws andregulations and similar sanctions laws and regulations applicable in other jurisdictions (trade,
economic, and financial sanctions laws administered, enforced, or executed by sanctioning
authorities, including the United States, which includes, but is not limited to, the Office ofForeign Assets Control ("OFAC") of the U.S. Treasury Department and the U.S. Department ofState, and the United Nations, the European Union and its member states, HM Treasury, and theMinistry of Finance Japan), sanctions regulations, embargoes, and restrictive measures. These
include the Export Administration Regulations ("EAR") administered by the U.S. Departmentof Commerce, trade and economic sanctions measures administered by OFAC of the U.S.
Treasury Department, and the International Traffic in Arms Regulations ("ITAR") administeredby the U.S. Department of State, and the Foreign Exchange and Foreign Trade Act ("FEFTA")
administered by Japan's Ministry of Finance and Ministry of Economy, Trade and Industry. You
represent and warrant the following regarding yourself at present and shall comply with thefollowing in the future as your covenants:(1) you do not reside in a country to which the United States embargoes goods or otherwise
applies economic sanctions in accordance with any sanctions laws and regulations;(2) you are not a person who is prohibited from trading with under applicable export orre-export laws and regulations, or similar laws applicable in other jurisdictions, orotherwise on the U.S. Government's list of prohibited or restricted persons or those who
are owned, controlled, or ultimately controlled by such a person; and(3) you are not engaged in any act that may be in violation of those sanctions laws andregulations.
2. You shall comply with all applicable export and re-export control laws and regulations,
including the EAR and OFAC-administered trade and economic sanctions measures and the
FEFTA. Specifically, the you shall not, directly or indirectly, use, sell, export, re-export,
transfer, divert, release or otherwise dispose of any product, software, technology, including
products derived from or based on such technology, or service you may receive from us under15

these Terms to any prohibited destination, entity or person under the EAR and
OFAC-administered trade and economic sanctions measures, or other laws and regulations
applicable in the United States or any other jurisdiction (including the FEFTA), withoutobtaining prior approval required by such laws and regulations from the competent government
authority.
Section 42(Duty of Confidentiality)
1. We may disclose you information from time to time, in writing, orally, through electronicmeans, or by any other means or media, with regard to the User Agreement, that we designate
as confidential (the “Confidential Information”). You shall not use Confidential Information
for any purpose other than using Adam byGMO, disclose Confidential Information to any third
party, or cause unauthorized disclosure of Confidential Information, without our prior writtenconsent. However, this does not apply to the following information:(1) the information that has been already in the public domain at the time of disclosure or
acquisition;(2) the information that becomes the public domain without a breach of the User Agreementby the User after disclosure;(3) the information that has been already in the possession of the User legally at the time of
disclosure;(4) the information that the User receives legally from a third party who has the legal
entitlement to disclose without a duty of confidentiality; and(5) the information that the User has proved that the User has developed independently
without using any Confidential Information disclosed to the User.
2. Notwithstanding Section 41.1, you may disclose minimum Confidential Information that isnecessary if you are required to disclose Confidential Information under Laws and Regulations,or if you are required to disclose Confidential Information to lawyers, certified public
accountants, licensed tax accountants, judicial scriveners or the like who have a duty ofconfidentiality under Laws and Regulations.
Section 43(Notices)
1. Unless otherwise specified, if we give you notice, we shall use one of the following methods:(1) transmitting an email to the email address registered in the account information;(2) posting a notice on My Page;(3) posting a notice on our website; or(4) other means that we consider appropriate.
2. If we give you notice in accordance with Section 42.1, that notice shall be deemed to havereached you at the time of transmission of an email in the case of the transmission of emails andat the time of posting the notice on My Page in the case of posting the notice on My Page.
3. If you give notice to the Company, you shall use an inquiry form separately provided by us.
Section 44(Taxes and Other Public Charges)
You shall pay all taxes and other public charges imposed on you relating to your use of AdambyGMO. Furthermore, you shall check the type and amount of those taxes and other public charges
on your own responsibility.
Section 45(No Transfer)
1. You shall not assign, delegate, or transfer to a third party, provide as security, have a third party
succeed to, or otherwise dispose of the rights or obligations under the User Agreement or the
status under the User Agreement, without our prior written consent. However, this does not
apply to Items or withdrawn NFTs in your possession.
2. If we transfer to a third party or have a third party succeed to the business pertaining to AdambyGMO, we may transfer to that third party or have the third party succeed to the rights andobligations under User Agreements and the status under User Agreements.
3. In the case referred to in Section 44.2, we may have the third party referred to in Section 44.2
16

take over the Users’ registered information and personal information.
Section 46(Severability)
If any provision of these Terms is void or unenforceable under Laws and Regulations, theremaining provisions of these Terms remain in full force.
Section 47(Language, Governing Law, and Jurisdiction)
1. The formal version of these Terms is in Japanese. Although the English version of these Terms
is created for reference, only the Japanese version is effective and controls.
2. These Terms and the User Agreement are interpreted in accordance with and governed by thelaws of Japan. The provisions of the United Nations Convention on Contracts for theInternational Sale of Goods do not apply to these Term and the User Agreement.
3. All disputes between a User and us arising out of or relating to the User Agreement or AdambyGMO, must be submitted to the exclusive jurisdiction of the Tokyo Summary Court or Tokyo
District Court, depending on the amount in controversy.

Supplementary Provisions
Established on August 25, 2021
Revised on September 30, 2021
Revised on December 1, 2022
Revised on June 15, 2023

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