Terms

Code Themes assigns below-mentioned rights to all sold items/source codes.

Section 1 General provisions

Article 1 (Purpose)

This “Code Themes Membership Agreement” (this “Agreement”) shall provide for the service to be provided by ONE ACT Inc. (“OA”) on website Code Themes which is operated by OA.

Article 2 (Definition)

Unless this Agreement provides otherwise, or unless the context otherwise requires, the following terms shall have the meaning as defined in this article.

Contributor: User that has entered into the User Contribution Agreement.
Derived Software: Software created by OA or User Contractor by modifying or adapting Source Code.
Website: Website named Code Themes operated by OA (URL:, including internet website under the said URL. When OA changes the said URL, changed URL.)
Service: The service which OA provides for User through this Website.
Source Code: Individually or collectively, Source code(s) which Contributor contributed on this Website, or which is licensed to User Contractor under User Use Agreement.
User: An individual, a corporation (juristic person) or an association who/which uses this Service after agreeing to this Agreement.
User Contribution Agreement: An agreement which is established when User makes an offer of contribution of specific source code and OA accepts the offer.
User Registration: Registration of Registration Information and Settlement Information by User in “the new registration screen” of this Website.
User Use Agreement: An agreement which is concluded when User makes an offer of license of specific source code through this Website and OA accepts the offer.
User Contractor: User who concluded the User Use Agreement.
Code Themes Wallet：Points are issued by the Company and can be used only on the Site, subject to payment by the User.

Article 3 (Application of this Agreement/ Revision)

This Agreement shall apply to OA and User, in relation to use of this Website and this Service.
OA may, if it finds it to be necessary, revise this Agreement and add new provisions without any prior notice to User.
Revision of this Agreement or addition of new provisions under the preceding paragraph, shall come into effect at that time when the revised Agreement or the amended Agreement with added new provisions is published on this Website. After that, the revised Agreement or the amended Agreement with added new provisions shall apply.

Section 2 User Registration

Article 4

User to conclude User Contribution Agreement or User Use Agreement in relation to this Service, shall register its name, e-mail address, user name, phone number, account number to be paid and any other information which OA required (“Registration Information”) and information necessary for settlement (in case where User would like to pay by credit card, type of credit card, credit card number, expiration date, etc., “Settlement Information”) on “the new registration screen” of this Website.
All minors are required to obtain consent from their legal parent when registering on Code Themes, as prescribed in the preceding paragraph.
User warrants that Registration Information and Settlement Information are its own information, and that they are not false or wrongful, and is in fact true and accurate.
In the event User suffered damages due to incorrect Registration Information or Settlement Information, OA shall not be liable to User. In the event OA suffered damages due to registration of false or wrongful information by User, User shall compensate OA for damages.

Article 5 (Change of Registration Information, etc. /Additional registration)

If there are changes in Registration Information or Settlement Information, User shall immediately notify OA of the changed matters, in such manner as may be prescribed by OA.
Even if the notice from OA has not arrived because User has failed to notify under the preceding paragraph, it shall be deemed to have arrived at the time when the notice should have normally arrived. OA shall not be liable to User for damages suffered by User in this case.
If OA deemed it necessary, User shall additionally register Registration Information and Settlement Information.
OA shall not be responsible for any damage to User or a third party due to the change or additional registration of the registration information or payment information by User against clause 1 to 3.

Article 6 (Management of password and user name)

User shall not lend, assign, change the name of, sell or purchase a password and a user name distributed at the time of User Registration. If OA confirms that a password and a user name are matched, OA deems that User who has the password and the user name used this Service.
User shall be responsible for damages arising from insufficient management of its password or user name, misuse or use by a third party, etc., OA shall not be responsible for them.
When use of a password or a user name by a third party due to theft, etc., has been identified, User shall notify OA thereof and follow the instructions given by OA. OA shall not be responsible for any damage due to the delay in notification by User or User's failure to follow OA's instructions.

Section 3 User Contribution

Article 7 (Conclusion of User Contribution Agreement)

If User makes a contribution application for source code in the “contribution screen” in accordance with the procedure designated by OA, User Contribution Agreement between OA and User shall be deemed to have been concluded at the time OA authenticates it, subject to truthfulness and correctness of representations and warranties given under the following article. Upon application of contribution of the source code, the user shall confirm the checklist specified by OA, agree that the conditions specified in the checklist will be included as conditions of the user contribution contract and shall follow the procedure specified in the checklist.
Contributor shall allow OA (i) to use Source Code under the conditions set out in Article 9, and (ii) to conclude User Use Agreement in relation to Source Code with other User. At the time of contribution, the amount of license fee to be set out in User Use Agreement shall be determined by the said Contributor. Provided, however, that if OA deemed it inappropriate in light of various reasons such as the number of User Use Agreement concluded, other User’s request, etc., OA shall change the license fee by its own judgement without Contributor’s consent at any time (on an as needed basis). Contributor may confirm license fee and the number of contracted license of Source Code in “my page.”
If User Contractor concluded User Use Agreement and paid license fee, OA shall pay the amount of the said license fee received by OA, multiplied by the rate prescribed separately, (when a fraction of less than 1 (one) yen remains as a result of multiplication, such fraction shall be rounded down) as a consideration for User Contribution Agreement (“User Contribution Consideration”), to Contributor who/which contributed Source Code concerning the said User Use Agreement in accordance with the following paragraph.
User Contribution Consideration shall be paid by the end of each month (if it is not a business day, by the following business day) by transferring the total amount of User Contribution Consideration concerning license fee received by OA under User Use Agreement in the preceding month to the designated payment account (remittance by PayPal or Wise only) registered by User Registration. Provided that, in case OA is unable to remit the User Contribution Consideration due to the reasons not attributable to OA, Contributor shall agree that the due date of such payment is extended until the end of next month following the day when (a) OA receives the written notice by Contributor that such reasons have been remedied, and (b) OA confirms such remedies.
If User Contractor fails to pay license fee set out in User Use Agreement, OA may make a judicial or extra-judicial demand, or do litigation, etc. by its own judgement, and other User (including Contributor) shall not express an objection to OA’s judgement.
Contributor shall not have the right to withdraw an offer or terminate User Contribution Agreement.
The selling price will fluctuate immediately after uploading an item, due to the Code Themes algorithm. Rewards also fluctuate based on price fluctuations. Contributor shall agree to the latest selling price for Source Code, and User shall always agree to the latest selling price before applying for User Use Agreement.
In the event that the User uses Code Themes Wallet to settle the license fee for the Source Code, the Contributor shall treat the User as having paid the said license fee. *Since AI is introduced in our algorithm, please note that price fluctuations may be larger than before.

Article 8 (Representations and warranties by Contributor)

Contributor　(i) represents and warrants to OA that all matters set out in the following items are true and correct as of the date of execution of User Contribution Agreement, and (ii) shall bear any and all losses, cost and other damages suffered by OA or a third party, in the event that any of the matters represented or warranted by Contributor in this article is untrue or incorrect;
Source Code does not infringe on the copyright or any other rights of OA or a third party, of which Contributor has a full right alone,
If Source Code uses the copyright or any other rights of a third party, the third party (i) allowed Contributor in advance to conclude User Contribution Agreement, and to allow OA to conclude User Use Agreement in connection with Service, and (ii) agreed in advance not to exercise its moral rights of author, or
Operation environment and any other use condition of Source Code published in this Website are correct.
If Source Code includes open-source software, Contributor shall conclude User Contribution Agreement, and shall take into consideration the following points; Use of the said Source Code by OA and User Contractor under User Contribution Agreement and User Use Agreement shall not (i) infringe the intellectual property right or any other rights of a third party, or (ii) violate license requirement of open-source software.
The content of this source code and its upload should be in accordance with the checklist specified by OA.

Article 9 (Licensing, etc.)

Contributor shall grant to OA an exclusive license (i) to duplicate/copy, store and distribute Source Code, (ⅱ) to make Derived Software, and (ⅲ) to duplicate/copy, transmit publicly and distribute Derived Software.
Contributor shall avoid any act that falls under any of the following items;

Public transmission or distribution of Source Code to a third party (except OA),
Assignment of the copyright of Source Code, or
Exercise of its moral rights of author over all people including OA and User Contractor.

OA may terminate User Contribution Agreement without any notice (saikoku), if OA deemed that Contributor’s act falls under any of the items of the preceding paragraph.

Article 10 (OA’s offer to purchase Source Code)

OA may request Contributor to assign the intellectual property right and any other rights of Source Code contributed by the said Contributor. If OA requested, Contributor shall accept or respond to its request immediately. If Contributor accepted, OA and Contributor shall separately negotiate assignment price and any other conditions of assignment.

Article 11 (Contributor’s request to delete contributed Source Code)

Contributor may request OA to delete the uploaded Source Code that is contributed on this site. Provided, however, that when Contributor requested deletion of Source Code at a time that is detrimental to OA, the Contributor shall compensate OA for any losses, costs or any other damages incurred. After the said deletion, even if the source code uploaded by the contributor on this site has been deleted, OA shall not lose its right given under Article 9, Paragraph 1, and may license User Contractor who/which concluded User Use Agreement before the said deletion, to continue to use the said Source Code under this Agreement. The said Contributor shall avoid any act that falls under each item of Paragraph 2 of Article 9.

Article 12 (Special Discounts)

1. OA may offer special promotions and special discounts ("Special Discounts") on the sale of Source Code for a period of time we designate at our discretion.
2. Notwithstanding the provisions of Article 7.2 and 7, if Special Discounts is offered, Contributor agrees that license fee and User Contribution Consideration will be subject to the discount rate separately specified by OA.
3. Contributor may exclude Source Code from the Special Discounts by contacting the following: Contact:

care@codethemes.xyz

Section 4 User Use Agreement

Article 13 (Conclusion of an agreement)

When User inputs the settlement confidential information (such as a password, user name, credit card number, etc.) in the “settlement screen,” User Use Agreement concerning the said Source Code is deemed to be concluded between OA and the said User.
OA shall license User Contractor to use the Source Code subject to the conditions set out in the following article.
User Contractor shall pay license fee set out in the Website using payment means and payment method set out in the Website upon conclusion of User Use Agreement.
User Contractor shall not have the right to withdraw an offer of or terminate User Use Agreement.
When User inputs the settlement confidential information (such as a password, user name, credit card number, etc.) in the “settlement screen,” User Use Agreement concerning the said Source Code is deemed to be concluded between OA and the said User.
OA shall license User Contractor to use Source Code subject to the conditions set out in the following article.
User Contractor shall pay license fee set out in the Website using payment means and payment method set out in the Website upon conclusion of User Use Agreement.
User Contractor shall not have the right to withdraw an offer of or terminate User Use Agreement.
Payment of fees related to the open-source products’ use (including fees of the license, maintenance thereof, etc.) are stipulated in Terms of Service for OSS (“OSS Agreement”). The Terms of Service for OSS (“OSS Agreement”) is linked in the following link: Code Themes for OSS terms of service.
In the OSS Agreement, terms in this Agreement shall correspond as follows:
  (in this Agreement) (in the OSS Agreement)
     OA     Code Themes
     Contributor   open-source provider
     User Contractor     open-source user

Article 14 (License)

User Contractor shall have the non-exclusive license (i) to duplicate/copy Source Code, (ii) to make Derived Software, and (iii) to duplicate/copy, transmit publicly and distribute Derived Software.
User Contractor may provide a third party, at its sole discretion, whether with or without consideration, with (i)source code made by alteration or adaptation of Source Code, and (ii)Derived Software by transmitting publicly, distributing or other means. Provided, however, that User Contractor shall add the copyright notice of OA or a licensor of OA on Derived Software, show the third party this Agreement, and make the third party agree to this Agreement, in this case.
If User Contractor uses Derived Software beyond the scope set out in the preceding paragraph, User Contractor shall obtain OA’s prior consent.
In relation to the copyright of Source Code, User Contractor shall avoid any act that falls under any of the following items;

Redistribution of Source Code,
Use of Source Code other than for the purpose of development of Derived Software, and
Creation or provision of Derived Software having harmful function or purpose.

OA may terminate User Use Agreement without any notice (saikoku), when OA deemed that an act of User Contractor falls under any of items of the preceding paragraph. When use of Source Code was prohibited or restricted due to Contributor’s act which falls under the paragraph 1 of Article 16 or other grounds attributable to Contributor, and then, OA lost its right of use in relation to the copyright or any other right, User Use Agreement shall automatically be deemed to have terminated. OA shall not respond to (i) return of license fee due to termination of the agreement, or (ii) compensation for any losses, cost and any other damages. Contractor User shall agree to those and make no objection.

Article 15 (Intellectual Property Rights)

Any and all ownership and intellectual property rights in relation to Service shall belong to OA or licensors that granted the licenses to OA. No rights shall be transferred to User Contractor by license of the Source Code granted under the User Use Agreement.
Some trademarks, logos and service marks, etc. (collectively, “Trademarks, etc.,”) may be displayed in this Service. These displays shall not transfer or license any Trademarks, etc., to User or any other third party.

Section 5 Prohibited Activities, etc.

Article 16 (Prohibited Activities, etc.)

In using Service, User shall avoid any act that falls under any of the following items

An act that violates laws or regulations, an act that promotes violation of laws and regulations, or an act which may violate or promote violation;
Infringement of intellectual property rights, portrait rights, privacy rights, honor, and any other rights or benefits of OA, other User and any other third party;
To store or transmit information including computer virus and other harmful computer program;
To transmit junk mail, spam, chain mail, or annoying messages for the purpose of solicitation or advertisement, etc.;
An act of applying an excessive burden to system, such as contribution, etc., of a large amount of data at once;
An act which may cause damages to OA, such as unauthorized access of the whole system connected to Service;
Spoofing of OA, other User or a third party;
To allow access to Service directly or indirectly, or to use Service, in such a manner that User can overcome contractual restrictions on use;
An act which obstructs the operation of Service, or an act deemed by OA which may obstruct Service;
(10)To access this Service to generate conflicted source code or service; or
(11)Other acts which OA deems inappropriate.

User warrants OA that User shall not infringe the intellectual property right or any other rights of OA or a third party. If a dispute concerning infringement of the intellectual property right or any other rights of OA or a third party arises, User shall immediately notify OA in writing, and shall settle the dispute at its own costs and its own responsibility, and shall not make OA bear the cost for settlement or damage OA. Contributor shall not contribute source code which fall under each of the following items, and shall not take any act which violates any and all applicable export laws and regulations of each country, including but not limited to the Foreign Exchange and Foreign Trade Law in Japan.
(1) Technology set forth in row 1 of the appended table of Foreign Exchange Order in Japan;
(2) Technology set forth in row 2 to 16 of the appended table of Foreign Exchange Order in Japan, which are likely to be used for the development, manufacture, use or storage of nuclear weapons, chemical warfare agents or biological warfare agents or devices for spraying the agents, or rockets or unmanned aerial vehicles capable of transporting these with a range or flight range of 300km or longer. OA may terminate User Contribution Agreement and/or User Use Agreement without any notice (equivalent to “saikoku” stipulated in the Civil Code in Japan), if OA deems that User violates any of the preceding paragraph in this Article.

Section 6 Withdrawal

Article 17 (Withdrawal)

User may immediately withdraw by performing procedure of withdrawal from membership through the “withdrawal screen”.
By withdrawal under the preceding paragraph, it is deemed that User Contribution Agreement and User Use Agreement has been terminated.
User cannot be exempted from the obligation to pay the compensations to OA, or any other obligation under this Agreement, after the withdrawal under the preceding paragraph.
OA may hold User’s Registration Information and Settlement Information and make use of them to solve the problem, after the withdrawal of the said User.

Article 18 (Withdrawal by OA)

If OA deems that User falls under any of the following item, OA at its sole discretion, may perform the procedure of withdrawal of the said User;

In case where it violated any of the provisions of this Agreement,
When OA deems it necessary for operational reason and maintenance management reason of Service,
Unauthorized use of means of payment is found,
When the settlement by User is stopped or invalidated by the payment service company concerning means of payment.
When it is impossible to transfer money to the designated bank account registered by User Registration,
In case where a minor used the Service without approval of its legal representative,
In case where a ward, a person under curatorship, or a person under assistance used the Service without approval of its guardian, curator, or assistant,
In case User died or received order for commencement of guardianship, curatorship, or assistance,
When suspension of payments or filing of a petition for commencement of bankruptcy proceedings, commencement of rehabilitation proceedings, commencement of company reorganization procedure, commencement of special liquidation, or any other commencement similar to those, whether domestic or foreign, took place,
When receiving a disposition to suspend transactions with a clearinghouse or an electronic credits recording institution similar to it.
When an order or a notice of Provisional Seizure, Preservative Seizure or Seizure concerning claim against OA is issued,
When the procedure for collection of delinquent taxes and other public duties is received,
Resolution for Dissolution has been adopted,
In case to which Article 20 is applicable,
In case where User has been performed in the past, the withdrawal procedure by OA under this article,
An act which violates any and all applicable laws or regulations of each country, an act which promotes violation of such laws and regulations, or an act which may violate or promote such violation, or
OA deemed there are matters similar thereto listed in the preceding items.

User cannot be exempted from the obligation to pay the compensations to OA, or any other obligation under this Agreement, after the withdrawal under the preceding paragraph. OA may hold User’s Registration Information and Settlement Information and make use of them to solve the problem, after the withdrawal procedure of the said User is completed.

Article 19 (Deal with Source Code after withdrawal from membership)

When Contributor withdrawals from membership, OA shall delete Source Code contributed by the said Contributor from the Website.
After Contributor withdrew from membership in accordance with the provisions of Article 16 or Article 17, OA shall not lose its right given under Article 9, Paragraph 1, and may license User Contractor who/which concluded User Use Agreement concerning deleted Source Code under the preceding paragraph before deletion, to continue to use the said Source Code under this Agreement. Contributor shall avoid any act that falls under each item of Paragraph 2 of Article 9.

Section 7 General Clause

Article 20 (Change, suspension, addition and discontinuation, etc.)

OA may change, discontinue, and suspend the provision or operation of all or part of Service. In this case, OA shall notify User of it in a manner which OA deems appropriate. Provided, however, that OA may not notify User of it in case of emergency.
OA may temporarily suspend all or part of Service without prior notice, in any of the following matters occurs:

In case where routine or emergency maintenance and repair of the equipment such as hardware, software and communication apparatus, etc., are performed;
In case where telecommunications carriers’ service is not available;
In case where OA cannot provide Service due to force majeure such as natural disaster;
In case where OA cannot provide Service due to fire, blackout, any other unexpected accident;
In case where OA cannot provide Service due to war, riot, labor dispute etc.; or
In other cases (similar thereto listed in the preceding items) where OA deemed it necessary.

OA shall not be responsible for any damage to User due to the change, discontinue, and suspend the provision or operation of all or part of Service in accordance with this article, except in cases the damage is attributable to OA.

Article 21 (Exclusion of Anti-Social Forces)

OA may terminate User Contribution Agreement or User Use Agreement without any notice, if User has been proven to fall under any of the following ― an organized crime group, a member of an organized crime group, a person who was a member of an organized crime group within the past 5 years, an associate member of an organized crime group, a company affiliated with an organized crime group, racketeer groups (so-called sokaiya), etc., groups engaging in criminal activities under the pretext of conducting social campaigns, crime groups specialized in intellectual crimes or any other person or group equivalent to the above (collectively, “ASF”).
OA may terminate User Contribution Agreement or User Use Agreement without any notice (saikoku), when it was proved that User had a relationship with ASF which falls under any one of the following items:

In the case where it is deemed that ASF controls User’s management;
In the case where it is deemed that ASF substantially involves User’s management;
In the case where it is deemed that User uses ASF to gain unjustifiable profit for itself, its company or a third party, or to cause damage to a third party;
In case where it is deemed that User has an involvement (such as funding, provision of convenience, etc.) with ASF; or
In any other cases where its officer, etc., or a person who is substantially involved in its management has a socially condemnable relationship with the ASF.

OA may terminate User Contribution Agreement or User Use Agreement without any notice (saikoku), when User engaged in any act which falls under any one of the following items:

Making violent demands;
Making unreasonable demands that go beyond the limits of legal liability;
Threatening behavior or using violence;
An act which damages the credit or obstructs the business of OA by spreading false rumors or by the use of fraudulent means or force; or
Other acts similar thereto listed in the preceding items.

After User terminated the User Contribution Agreement or User Use Agreement, even if User suffered damages, OA does not have to compensate or indemnify User for them, if OA suffered damages caused by termination, User shall compensate OA for damages. After Contributor terminated User Contribution Agreement in accordance with the preceding paragraphs, OA shall not lose its right given under Article 9, Paragraph 1, and may license User Contractor who concluded User Use Agreement before termination of User Contribution Agreement under the preceding paragraphs, to continue to use the said Source Code under this Agreement. Contributor shall avoid any act that falls under each item of Paragraph 2 of Article 9.

Article 22 (Defect liability)

If Source Code contributed by Contributor has a hidden defect (including the case where operation environment and any other use condition of Source Code published in this Website are wrong, the same shall apply hereinafter), Contributor shall be directly responsible to the said User Contractor for their damages caused by the said hidden defect. Provided, however, that Contributor shall be liable for only direct and ordinal damages, up to the amount which User Contractor paid OA upon conclusion of User Use Agreement.
Contributor shall prospectively permit OA in advance, without objection, to receive User Contractor’s manifestation of intention to Contributor that “User Contractor will claim compensation for damages in accordance with the preceding paragraph” (“Manifestation of Intention”) for Contributor.
If Source Code has a hidden defect, User may directly claim compensation for damages caused by the said defect against Contributor of the said Source Code and OA shall not be responsible for disputes between User and Contributor.
Notwithstanding the provisions of the preceding paragraph, in order to resolve disputes between User and Contributor, OA may, at OA’s discretion, provide User and Contributor information about regarding the transactions that gave rise to the dispute to User and Contributor.
Whatever the case may be, OA shall not be liable to User for hidden defect in Source Code at all.

Article 23 (Compensation for damages)

User shall compensate OA for all damages (including indirect damages), if User cause damages to OA by violation of this Agreement, including the representations and warranties set forth in Article 8,or in connection with the use of this Service.
OA shall compensate User for only direct and ordinary damages due to OA’s default of this Agreement, User Contribution Agreement or User Use Agreement　(excluding damage caused by reasons not attributable to OA) . OA shall not compensate User for damages (i) above the sum of five times license fee of Source Code described in User Use Agreement, in the case of damages in connection with User Contribution Agreement, (ii) above the amount of fee which User Contractor paid OA in concluding User Use Agreement, in the case of damages in connection with User Use Agreement.
If User causes damage to a third party in relation to the use of Service, User shall be responsible for compensating for the damage, and OA shall not be responsible for the damage.

Article 24 (Deal with personal information)

OA shall properly deal with (i) the matters registered by User at the User Registration and (ii) Registration Information, Settlement Information and any other information concerning User which falls under personal information in accordance with “Privacy Policy” established by OA separately. User shall consent to deal with Personal information in accordance with “Privacy Policy.”
OA may entrust to an entrustee dealing with personal information in accordance with “Privacy Policy” within a necessary range.

Article 25 (Assignment, etc.)

User shall not assign (including succeed due to merger, company split, etc.) to a third party or pledge, (i) the position to User Contribution Agreement or User Use Agreement, or (ii)all or part of its rights under this Agreement without prior written approval of OA.

Article 26 (Dispute with a third party)

In the event any dispute, etc., arises between User and a third party over contribution or use of Source Code, OA shall not be obligated to settle the said dispute, etc., and User, at its own cost and on its own responsibility, shall settle the said dispute. If OA voluntary makes an effort to settle the said dispute, etc., OA shall not be obligated to settle the said dispute, etc., or to continue to make efforts to settle it.

Article 27　（Governing Law and Court having Jurisdiction）

This Agreement shall be governed under the laws of Japan. All disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court in the first instance.

Supplementary Provisions （Application Start Date）
This Agreement shall come into force on 12/21/2023. In case this Agreement will be revised, the new Agreement will come into force on the date on which the revised version of this Agreement will be published under Article 3.

Revision History
12/21/2023 Established.

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