PlanetDAO001 Terms of Use

Chapter 1 General Provisions

Article 1 (Application)

1. PlanetDAO001 Terms of Service (hereinafter referred to as the “Terms”) shall aim to establish the rights and obligations between PlanetDAO001, Inc. (hereinafter referred to as the “Company”) and the Investment Applicants and the Shareholders with respect to the Shares and the Business and other matters and shall apply to all relationships related to the Business between the Company and the Investment Applicants and the Shareholders.
2. In the event of any discrepancy between the provisions of the Terms and the provisions of the policies, terms and conditions, covenants, explanatory notes, and precautions, etc. regarding the Business (hereinafter referred to as the “Individual Conditions”) which the Company publishes on the Website from time to time, the provisions of the Individual Conditions shall prevail over the provisions of the Terms.
3. The Investment Applicants shall acquire the Shares and participate in the Business upon agreement to the contents of the Terms.

Article 2 (Definitions)

The meaning of the terms listed in the following items in the Terms shall be as set forth in the items, respectively:
(1) “Subject Property” shall mean the properties listed in Exhibit of the Terms, individually or collectively.
(2) “Investment Applicant” shall mean an individual or a legal entity that desires to acquire the Shares (including the Transferee), individually or collectively.
(3) “Registration Information” shall mean the following information registered by the Investment Applicants in the procedures of the Application or the procedures necessary for the transfer of the Shares (excluding (d) if the Investment Applicant is not an individual).
(a) Trade name or name;
(b) Address;
(c) E-mail address;
(d) Date of birth;
(e) Number of the Shares desired to be acquired; and
(f) Any other information that the Company considers necessary for determining whether or not to allot the Shares or approve the transfer of the Shares.
(4) “Website” shall mean the website operated by the Company whose domain is “planetdao.world”(including subdomains and, in the event of any change in the domain or content of the Company’s website for any reason, including the revised website).
(5) “Antisocial Forces” shall mean a person who falls under any of Items (i) through (vi) below:
(i) an organized crime group (hereinafter referred to as a “Boryokudan”), a Boryokudan Member, a person having ceased to be a Boryokudan Member within the past five (5) years, a Boryokudan Associate Member, a Boryokudan-related company, a sokaiya, a shakai undo to hyobo goro, a tokushu chino Boryokudan shudan, etc. or any other person similar thereto (hereinafter referred to as a “Boryokudan Member, etc.,” collectively);
(ii) a person having a relationship with a Boryokudan Member, etc. so that its management is deemed to be controlled by such Boryokudan Member, etc.;
(iii) a person having a relationship with any Boryokudan Member, etc. so that such Boryokudan Member, etc. is found to be substantially involved in its management;
(iv) a person having a relationship with any Boryokudan Member, etc. so that it is found to improperly utilize such Boryokudan Member, etc. for the purpose of seeking an illicit profit for itself or any third party or inflicting damage on any third party;
(v) a person having a relationship with any Boryokudan Member, etc. so that such person is found to supply funds, etc. or provide favors to such Boryokudan Member, etc.; or
(vi) a person having an officer or any person substantially involved in its management who has a socially reprehensive relationship with any Boryokudan Member, etc.
(6) “Shares” shall mean common shares issued by the Company.
(7) “Shareholder” shall a person holding the Shares.
(8) “Business” shall mean the acquisition, renovation and operation of the Subject Properties and any other operations incidental thereto conducted by the Company.
(9) “Business Management Regulations” shall mean the “PlanetDAO001 Business Operation Regulations” separately provided by the Company.
(10) “Equipment for Business Implementation” shall mean computers, telecommunications facilities and other equipment and software installed by the Company or a third party for the issuance of the Shares or implementation of the Business.
(11) “Statement of Important Matters” shall mean the “PlanetDAO001 Statement of Important Matters” stating the important matters related to the issuance of the Shares separately prepared by the Company.
(12) “Application” shall mean an application to subscribe for the Shares conducted by the Investment Applicants in accordance with the manner set forth in Article 4 of the Terms.
(13) “Transferee” shall mean a third party to whom the Shareholder transfers the Shares.

Chapter 2 Matters Concerning Issuance of Shares

Article 3 (Application Requirements, etc. for Shares)

1. The Company shall issue the shares for subscription to the Investment Applicants applying for the Application in accordance with the terms of issuance below subject to the terms and conditions set forth in the Terms:
(1) Class of shares offered: Common shares
(2) Number of shares offered: 1,000 shares
(3) Amount to be paid per share: 34,540 yen
(4) Total amount to be paid: 34,540,000 yen
(5) Payment date: August 8, 2024
(6) Increase in capital: 17,270,000 yen
(7) Increase in capital reserve: 17,270,000 yen
(8) Payment handling account:
Bank and Branch: Sumitomo Mitsui Banking Corporation, Gotanda Branch (653)
Account Type: Savings Account
Account No.: 8877678
Account Name: PlanetDao 001 Inc.
2. If any of the matters listed in each item of Paragraph 1 or the matters listed in each item of Article 41 of the Regulation for Enforcement of the Companies Act are changed, the Company shall immediately notify the Investment Applicants who has made the Application of such change and the matters that have been changed.

Article 4 (Application)

1. The Investment Applicant shall make the Application on the Website in the manner prescribed by the Company. The Application may only be made by the Investment Applicant himself or herself, and no application for subscription of the Shares by anyone other than the Investment Applicant himself or herself shall be admitted. In addition, the Investment Applicant shall make the Application by electronic or magnetic means pursuant to Article 203, Paragraphs 2 and 3 of the Companies Act and the Company shall accept the above.
2. The Investment Applicant who intends to make the Application shall consent to the Terms on the Website. Upon such consent, the Terms shall become effective between the Company and the Investment Applicant.
3. The Investment Applicant who intends to make the Application shall carefully read the Statement of Important Matters and fully understand its content before applying for the Application.
4. The Investment Applicant who intends to make the Application shall provide the Registration Information to the Company through the Website. The Investment Applicant shall provide the Company with true, accurate and up-to-date information when entering the Registration Information.
5. The Investment Applicant who has made the Application shall transfer the margin in the same amount as the amount to be paid for the Shares the Investment Applicant wishes to subscribe for (hereinafter referred to as the “Application Margin”) within the period from June 21, 2024 to August 8, 2024 (hereinafter referred to as the “Application Margin Transfer Period”) in the manner prescribed by the Company. The Investment Applicant shall bear the transfer fee and other expenses related to such transfer. In addition, such transfer must be made from the financial institution account in the name of the Investment Applicant. The Company is not required to pay interest on the Application Margin received.
6. If the Application Margin has not been deposited within the Application Margin Transfer Period (including a case where the Application Margin has been deposited prior to the Application Margin Transfer Period), the Application shall be null and void and the Investment Applicant shall be considered to have not made the Application.
7. (i) An individual who is a minor, an adult ward, a person under curatorship, or a person under assistance, and (ii) a person whose subscription or possession of the Shares is prohibited, restricted or regulated by laws and regulations (including laws and regulations of countries or regions other than Japan; the same shall apply hereinafter) may not make the Application.
8. The Investment Applicant who has made the Application may not withdraw the Application and may not receive a refund of the Application Margin except in any case listed in each item of Article 7; provided, however, that this provision shall not apply if the Company changes any of the material matters listed in each item of Article 3, Paragraph 1 or the matters listed in each item of Article 41 of the Regulation for Enforcement of the Companies Act after the Application is applied.

Article 5 (Allocation of Shares)

1. The Company shall notify each Investment Applicant who has made the Application of the result of the allocation of the Shares by August 9, 2024 (hereinafter referred to as the “Allocation Notice Deadline Date”). The Company may, at the Company’s discretion, freely determine the Investment Applicant to whom the Shares will be allotted and the number of units of the Shares to be allotted to such Investment Applicant. In such event, the Company shall not be obliged to disclose any reason for the decision on such allotment to the Investment Applicant.
2. The Investment Applicant may not withdraw the Application for the Shares allotted even if the number of the Shares allotted to the Investment Applicant under the preceding Paragraph is less than the number of the Shares for which the Investment Applicant has made the Application.
3. The Company may discontinue the offering of the Shares by the Allocation Notice Deadline Date if the Company deems it appropriate to discontinue the offering of the Shares if the total amount to be paid in for such Application from the Investment Applicants who have completed the Application is less than the target offering amount provided by the Company. In such event, the Company shall notify the Investment Applicants who completed application for the Application that the Company have discontinued the offering of the Shares.

Article 6 (Issuance of Shares)

1. The Investment Applicant who has received a notice that the Company will allot the Shares pursuant to Paragraph 1 of the preceding Article shall be obligated to pay the Company the full amount to be paid for the Shares so allotted to such Investment Applicant on August 9, 2024 (hereinafter referred to as the “Payment Date”).
2. The Company shall apply the full amount of the Application Margin received from the Investment Applicants to whom the Shares has been allotted to the amount to be paid by such Investment Applicant to the Company under the preceding Paragraph on the Payment Date. In such cases, if the Investment Applicant has transferred the Application Margin in a manner other than by transfer to the payment handling account, the Company shall transfer such Application Margin to the payment handling account on the Payment Date.
3. In the event of the preceding Paragraph, such Investment Applicant shall be deemed to have paid such amount to be paid and may acquire, on the Payment Date, the number of the Shares allotted by the Company.

Article 7 (Refund of Application Margin)

In the event of any of the following items, the Company shall return to the Investment Applicant and the Shareholder the amount of the Application Margin received from such Investment Applicant and Shareholder as set forth in each of the following items at the time and in the manner prescribed by the Company. The Company shall bear the bank transfer fee and other expenses related to such return, except in the cases listed in Item 1. In addition, such transfer shall be made to the financial institution account from which the transfer made by the Investment Applicant in accordance with Article 4, Paragraph 5.
(1) If the payment of the Application Margin by the Investment Applicant is made prior to the Application Margin Transfer Period and the Application by the Company becomes null and void: the amount of the Application Margin received by the Company less the transfer fee and other expenses incurred by the Company pertaining to the refund pursuant to this Article;
(2) If the number of the Shares allotted to the Investment Applicant pursuant to Article 5, Paragraph 1 is less than the number of the Shares for which the Investment Applicant has made the Application: the amount of the Application Margin received by the Company less the amount to be paid for the Shares allotted; or
(3) If the offering of the Shares is discontinued pursuant to Article 5, Paragraph 3: the full amount of the Application Margin received by the Company.

Chapter 3 Matters Concerning the Business

Article 8 (Purpose of the Business)

The purpose of the Business is to contribute to the conservation of Japanese culture and the restoration and improvement of the environment through the acquisition, renovation, and operation of the Subject Property.

Article 9 (Business Management Regulations)

The Company shall separately establish the Business Management Regulations to govern matters relating to the management of the Business. The Company and the Shareholders shall perform the Business in accordance with the Business Management Regulations.

Article 10 (Prohibitions)

In the management of the Business, neither the Company nor the Shareholders may propose opinions, vote, resolve, change the regulations, or perform any other acts with respect to the following content. If any of such acts has been performed, the Company and its officers and employees may manage the Business without being bound by such action:
(1) Content that is obviously contrary to the purpose set forth in Article 8;
(2) Content that violates any laws and regulations applicable to the Company and the Shareholders, or public order and morals; or
(3) Content that violates the regulations such as the Terms and the Business Management Regulations (except in cases where the Company or the Shareholders intend to change the Terms or the Business Management Regulations).

Chapter 4 Matters Concerning Transfer and Appraisal Rights of the Shares

Article 11 (Transfer of the Shares)

1. The Shareholder wishing to transfer the Shares to a third party shall, prior to the transfer, request the Company to approve the transfer and obtain the Company’s approval in the manner prescribed by the Company.
2. The Transferee shall perform the procedures required for the transfer of the Shares in the manner prescribed by the Company.
3. The provisions of Paragraphs 2 through 4 and 7 of Article 4 of the Terms shall apply mutatis mutandis to the Transferee who performs the procedures required for the transfer of the Shares. In such cases, the “Application” referenced in such provisions shall be deemed to be replaced with the “procedures required for the transfer of the Shares.”

Article 12 (Appraisal Rights of the Shares)

1. If it is expected that the Company is unable to acquire the ownership of the Subject Property by March 31, 2025, or that the Company is unable to promptly complete the application for registration of the transfer of ownership of the Subject Property after the acquisition of ownership of the Subject Property, the Company shall promptly notify the Shareholders thereof.
2. If the Company is unable to acquire the ownership of the Subject Property by March 31, 2025, or that the Company is unable to promptly complete the application for registration of the transfer of ownership of the Subject Property after the acquisition of ownership of the Subject Property, each Shareholder may demand that the Company purchase all of the Shares held by such Shareholder at a price equivalent to the amount to be paid for such Shares during the period from April 1, 2025 to September 30, 2025. If such a demand is made, the Company shall purchase the Shares from the Shareholders who made such demand after having Gaiax Co. Ltd. make an additional investment in the Company.

Chapter 5 Miscellaneous Provisions

Article 13 (Changes in Registration Information)

1. The Investment Applicants and the Shareholders shall maintain all the Registration Information true and accurate throughout the effective period of the Terms.
2. Each of the Investment Applicants and the Shareholders shall promptly notify the Company of any change in the Registration Information in the manner prescribed by the Company, and as needed, shall submit the materials required by the Company. The Company shall not be liable for any damage incurred by the Investment Applicants and the Shareholders due to any error or falsehood in the Registration Information. If there has been a change in the Registration Information but the Registration Information has not been changed in the manner prescribed by the Company, the Company shall treat the Registration Information as unchanged and any notice given by the Company according to the Registration Information before the change shall be treated as valid.

Article 14 (Exclusion of Antisocial Forces)

1. Each of the Investment Applicants and the Shareholders represents and warrants that it does not fall under, and will not fall under in the future, any of the following items:
(1) The Investment Applicant or Shareholder falls under the Antisocial Forces;
(2) If the Investment Applicant or Shareholder is a legal entity, the Antisocial Forces are found to be substantially involved in the management of the Investment Applicant or Shareholder;
(3) The Investment Applicant or Shareholder is found to be utilizing the Antisocial Forces for the purpose of seeking illicit interest for oneself or third parties, or for the purpose of inflicting damage on third parties;
(4) The Investment Applicant or Shareholder is found to be directly or actively cooperating with or involved in the maintenance and operation of the Antisocial Forces, such as by providing funds, etc. or benefits to them; or
(5) The Investment Applicant or Shareholder is found to be having a relationship with the Antisocial Forces that should be criticized socially.
2. Each of the Investment Applicants and the Shareholders shall undertake that it does not, either by itself or through a third party, to perform any of the following acts:
(1) Making violent demands;
(2) Making unjust demands beyond legal responsibility;
(3) Performing any act that involves intimidating words or actions or use violence;
(4) Damaging the credibility of the Company by spreading rumors, using fraudulent means or force, or obstructing the business of the Company; and
(5) Performing any act involving the Antisocial Forces in any method or manner.
3. Each of the Investment Applicants and the Shareholders shall reasonably cooperate in any investigation conducted by the Company from time to time to confirm that the Investment Applicant or Shareholder does not fall under the Antisocial Forces and shall submit materials required by the Company based on reasonable grounds.

Article 15 (No Warranty)

1. The Company makes no warranty, expressed or implied, that the acquisition of the Shares and the participation in the Business will fit for the particular purpose of the Shareholders.
2. The Investment Applicants and the Shareholders shall investigate, at their own responsibility and expense, whether the acquisition of the Shares and the participation in the Business violate the laws and regulations applicable to the Investment Applicants and the Shareholders. The Company makes no warranty that the acquisition of the Shares and the participation in the Business by the Investment Applicants and the Shareholders comply with the laws and regulations applicable to the acquisition of the Shares and the participation in the Business. In addition, the Company makes no warranty that the subscription, holding or transfer of the Shares by the Investment Applicants and the Shareholders is not prohibited, restricted or regulated by foreign laws and regulations.
3. The Company make no warranty, express or implied, as to the properties acquired by the Company (including, but not limited to, the Subject Property; the same shall apply hereinafter), the matters concerning the timing of acquisition of the properties, or the realization of acquisition, management or sale of the properties according to the content and conditions desired by the Shareholders.

Article 16 (Indemnification)

1. The Company shall not be liable for any damage listed in the following items unless there is willful misconduct or gross negligence on the part of the Company:
(1) Damage caused by Force Majeure such as act of God, war, disturbance or riot;
(2) Damage caused by failure in the connection environment of an Investment Applicant or a Shareholder, such as failure in the user facilities or malfunction of the Internet connection services;
(3) Damage caused by the value in performance of the Internet connection services;
(4) Damage caused by the invasion into the Equipment for Business Implementation of a computer virus of a type for which the anti-virus software introduced by the Company from a third party has no virus pattern or virus definition file provided by such third party;
(5) Damage caused by unauthorized access or attack to the Equipment for Business Implementation, or interception in the communication path by a third party which cannot be protected even with the care of a good manager;
(6) Damage caused by a failure by an Investment Applicant or a Shareholder to comply with the procedures, security measures, etc., prescribed by the Company;
(7) Damage caused by software (including OS and middleware) produced by a third party included in the Equipment for Business Implementation;
(8) Damage caused by hardware or database produced by a third party included in the Equipment for Business Implementation;
(9) Damage caused by a defect in the telecommunications services provided by a telecommunications carrier;
(10) Damages caused by a compulsory disposition under Article 218 of the Code of Criminal Procedure (seizure, search and inspection upon a warrant), the Act on Communications Interception for Criminal Investigation and other laws and regulations or a court order;
(11) Damage caused by the enactment, amendment or repeal, or change in the interpretation of laws and regulations relating to the Shares or the Business (including the cases where the effect thereof applies retroactively);
(12) Damage caused by a third party’s website, whether or not linked to the Website;
(13) Damage caused by a change in the value of the Shares or the Subject Property;
(14) Damage caused by realization of any of the risks set forth in the Statement of Important Matters; and
(15) Any other damage that arises without willful misconduct or gross negligence of the Company.
2. The Company shall not be liable for any dispute between a Shareholder and any third party arising out of or in connection with the breach of the Terms or participation in the Business by such Shareholder unless such dispute is caused by willful misconduct or gross negligence on the part of the Company.

Article 17 (Compensation for Damage)

1. Each of the Investment Applicants and the Shareholders shall compensate the Company for any damage caused to the Company by its breach of the Terms or its willful misconduct or negligence in connection with the participation in the Business.
2. The Company shall not be liable for any damage incurred by an Investment Applicant or a Shareholder arising from the acquisition of the Shares or participation in the Business unless such damage is caused by willful misconduct or gross negligence on the part of the Company.
3. Notwithstanding the provisions of the preceding Paragraph, the provisions of the preceding Article and Paragraph 2 of this Article shall not apply if the contract between the Company and an Investment Applicant or a Shareholder relating to the Shares and the Business (including the Terms) is a consumer contract stipulated in the Consumer Contract Act.
4. In the cases as set forth in the preceding Paragraph, even if the Company is liable for any damage incurred by an Investment Applicant or a Shareholder in connection with the Shares and the Business, the Company shall assume such liability to the extent of the damage that would normally occur (excluding loss of profit or other damage caused by extraordinary circumstances), and the maximum amount of the compensation for damage shall be the amount actually paid by such Investment Applicant or Shareholder to the Company in relation to the Shares and the Business; provided, however, that this shall not apply if such damage is caused by willful misconduct or gross negligence on the part of the Company.

Article 18 (Handling of Personal Information)

The Company shall handle the personal information of the Investment Applicants and the Shareholders in accordance with the privacy policy separately stipulated.

Article 19 (Confidentiality)

1. The term “Confidential Information” as used in this Article means the technical, operational or business information of any of the Investment Applicants and the Shareholders or the Company (hereinafter referred to as the “Information Provider” in this Article) disclosed by the Information Provider to the other party (hereinafter referred to as the “Information Recipient” in this Article) orally, in writing, by electronic means or otherwise in relation to the Terms; provided, however, that any information that falls under any of the following items shall not be the Confidential Information:
(1) Information already in the public domain at the time of disclosure;
(2) Information already lawfully possessed by the Information Recipient at the time of disclosure;
(3) Information that goes in the public domain after the disclosure for any reason not attributable to the Information Recipient;
(4) Information disclosed from a duly authorized third party without any obligation of confidentiality; or
(5) Information independently developed without using the information disclosed by the other parties.
2. The Information Recipient shall maintain the confidentiality of the Confidential Information with the same care as exercised for the proprietary information in its possession, shall not use the Confidential Information for any purpose other than the implementation of the Business or the performance of the Terms, and shall not disclose or divulge the Confidential Information to any third party without the approval of the Information Provider; provided, however, that this shall not apply when the Confidential Information is disclosed pursuant to the provisions of Japanese or foreign laws or regulations, or pursuant to the requirements of competent government agencies, self-regulatory organizations, stock exchanges, courts or other public organizations.
3. Notwithstanding the provisions of the preceding Paragraph, the Information Recipient may disclose the content of the Confidential Information only to the officers and employees of the Information Recipient who need to know the Confidential Information for the implementation of the Business or performance of the Terms, and to the outside experts such as attorneys, accountants and tax accountants (hereinafter collectively referred to as the “Outside Experts”), without the prior written consent of the Information Provider. In such case, the Information Recipient shall have its officers and employees who handle the Confidential Information (including those who have retired) and the Outside Experts comply with the confidentiality obligation of this Article and shall be responsible for the performance of the confidentiality obligation by such persons.

Article 20 (Notices)

1. Unless otherwise set forth in the Terms, notices from the Company to the Investment Applicants and the Shareholders shall be given by transmission of e-mail, posting on the Website or in any other method deemed appropriate by the Company.
2. If any notice from the Company to the Investment Applicants and the Shareholders is given by transmission of e-mail or posting on the Website pursuant to the provisions of the preceding Paragraph, such notice shall become effective at the time of transmission of the e-mail or posting on the Website, respectively, and if any such notice is sent by post to the address or office of the relevant Investment Applicant or Shareholder, such notice shall become effective at the time of dispatch by the Company.
3. If any notice concerning the Shares or the Business arrives late or fails to arrive due to the change of residence of the relevant Investment Applicant or Shareholder or for any other reason not attributable to the Company, such notice shall be deemed to have arrived at the time when it should normally arrive.

Article 21 (Amendment to the Terms)

1. The Terms may be amended based on the Company’s reasonable determination in the event of any of the following items:
(1) If the amendment conforms to the general interest of the Investment Applicants and the Shareholders; or
(2) If the amendment does not afoul of the purpose of the Terms and is reasonable in light of the necessity of the amendment, the appropriateness of the content after the amendment, and other circumstances pertaining to the amendment.
2. If the Terms are amended pursuant to the preceding Paragraph, the Company shall determine the effective date and shall announce or notify in advance, by such effective date, the fact that the Terms will be amended, the contents after such amendment, and the effective date of such amendment, by posting on the Website or in any other method deemed appropriate by the Company.

Article 22 (Assignment of Status under the Terms, etc.)

1. None of the Investment Applicants and the Shareholders may dispose of the status under the Terms or the rights and obligations under the Terms, in whole or in part, to any third party, including assigning, succeeding to, or creating a security interest.
2. If the Company transfers the Business to another company, the Company may, upon such business transfer, assign its contractual status, rights and obligations under the contracts with the Shareholders related to the Business, as well as the personal and other information of the Investment Applicants and the Shareholders, in whole or in part, to the transferee of such business transfer. The Investment Applicants and the Shareholders shall be deemed to have agreed to such assignment in advance in this Paragraph. The business transfer set forth in this Paragraph shall include not only the ordinary business transfer, but also the company split and any other cases in which the business is transferred.

Article 23 (Survival Provisions)

The provisions of Articles 14 through 25 shall survive the termination of the Business.

Article 24 (Governing Law and Jurisdiction)

1. The Terms shall be governed by the laws of Japan.
2. The Tokyo District Court shall be the court of first instance having exclusive jurisdiction over any and all disputes arising between the Investment Applicants and the Shareholders and the Company in connection with the Business and the Terms.

Article 25 (Consultation)

In the event of any matter not stipulated in the Terms or any doubt regarding the interpretation of the Terms, the Company and the Investment Applicants and the Shareholders shall consult with each other in accordance with the principle of good faith and honesty and seek prompt resolution thereof.

Established on 15th day of May, 2024