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Online Auction Conditions

These Online Auction Conditions set forth the particulars of transactions concerning the auction of artistic works using the online auction system (“System”) provided by SBI Art Auction Co., Ltd. (“SBI”) for auctions of artistic works to be conducted by SBI (“Online Auction(s)”).

Persons who consign SBI sales of artistic works at Online Auctions (“Sales Consignor(s)”), persons who intend to purchase artistic works during Online Auctions (“Prospective Buyer(s)”), persons who have made successful bids for artistic works at Online Auctions (“Successful Bidder(s)”), persons who browse the web pages, and the contents thereof, where an Online Auction is conducted (“Online Auction Website”), and others to whom these Online Auction Conditions apply (any of the foregoing includes legal entities; hereinafter collectively referred to as “System User(s)”), must comply with these Online Auction Conditions.

If a System User browses the Online Auction Website, such System User shall be deemed to have agreed to these Online Auction Conditions.

Part 1. Procedures for Participation in Online Auction

1. Customer Registration

1. If a Prospective Buyer makes a bid for an artistic work at an Online Auction (including a bid made through the Automatic Input Function defined in Article 11, Paragraph 1; hereinafter, the same shall apply), such Prospective Buyer is required to, by way of making customer registration (“Customer Registration”) in advance in accordance with the prescribed procedures on SBI’s website, obtain a login ID and password (“ID” and “Password,” respectively) to be issued by SBI for the submission of bids for artistic works using the System on the Online Auction Website; provided, however, that SBI may, at its discretion, refuse a Customer Registration without the need to present a reason for such refusal.

2. Upon making a Customer Registration, a Prospective Buyer is required to submit to SBI identity documents designated by SBI through a method prescribed by SBI.

3. A Customer Registration may only be made by the person who intends to use the System

4. Prospective Buyers acknowledge in advance that the issuance of an ID and Password by SBI may require a significant amount of time and SBI shall bear no liability whatsoever to provide compensation for damage, etc. incurred by any Prospective Buyer due to any delay in the issuance of an ID and Password.

5. Prospective Buyers must not assign, lease or otherwise dispose of their ID and Password to any third party. In addition, Prospective Buyers must not obtain more than one ID and Password by way of using a false identity or other means.

6. If a Prospective Buyer’s ID and/or Password is/are divulged to a third party due to the loss, theft or the like thereof, SBI shall bear no liability whatsoever for the same. As soon as a Prospective Buyer recognizes the fact that its ID and/or Password is lost or stolen, such Prospective Buyer shall immediately notify SBI to that effect.

7. In the case of there being any change in the content registered at the time of Customer Registration set forth in Paragraph 1, the Prospective Buyer shall promptly notify SBI of the content of such change through the method prescribed by SBI. SBI shall bear no liability whatsoever for any disadvantage incurred by a Prospective Buyer due to its failure to provide notification concerning such change.

8. The Password corresponding to the ID issued to a Prospective Buyer shall become invalid if such Prospective Buyer has not logged into the Online Auction Website using such ID for one year from its last login date. In order to log into the Online Auction Website, a Prospective Buyer whose Password has become invalid due to the foregoing is required to obtain a new Password to be issued by SBI pursuant to the procedures prescribed by SBI.

Part 2. Sales Consignment

2. Sales Consignment

1. Sales Consigners shall make requests for the consignment of sales of artistic works pursuant to these Online Auction Conditions and a sales consignment agreement separately stipulated by SBI. SBI may, at its discretion, refuse any such request for sales consignment.

2. Sales Consigners warrant to SBI that they have full ownership of the artistic works to be consigned for sale or that they have authority to consign such artistic works for sale pursuant to full ownership.

3. Reserve Price

1. A Sales Consigner may set its intended reserve price in Japanese yen as the sales price for an artistic work which such Sales Consigner has consigned to SBI for sale (“Reserve Price”).

2. Unless otherwise agreed between SBI and a Sales Consigner, if a Reserve Price is set, SBI will not sell an artistic work consigned for sale at any price lower than such Reserve Price.

3. It is not permitted for the Reserve Price to exceed the maximum amount of the Appraised Value (as defined in Article 6, Paragraph 1).

4. Once a Reserve Price is set, such Reserve Price shall not be changed without SBI’s consent.

Part 3. Procedures to Be Taken in Online Auction

4. Object of Online Auction

SBI shall sell, by means of an Online Auction, in SBI’s own name, artistic works that have passed SBI’s screening process and that have been consigned by Sales Consigners to SBI for sale by means of an Online Auction (“Lot(s)”). SBI shall bear no liability for disclosing or announcing the standards, methods or content of such screening process.

5. Condition of Lots

Because of their nature, the Lots are not new, and accordingly, are offered for sale and sold at each Online Auction in an as-is condition. SBI bears no liability whatsoever for any stains, damage, other defects and/or flaws with regard to any Lots.

6. Posting of Lot Information

1. During the period when a Lot is offered for sale at an Online Auction (“Auction Period”), SBI shall post such Lot’s image, appraised value (a maximum amount and a minimum amount shall be indicated in Japanese yen, but such amounts do not include SBI’s Premium as defined in Article 16, Paragraph 1 or consumption taxes on SBI’s Premium; hereinafter, “Appraised Value”) and other information (“Lot Information”). At an Online Auction, a successful bid price for a Lot may exceed the maximum amount or fall below the minimum amount of an Appraised Value.

2. SBI may, at its discretion and without prior notice, discontinue the posting of Lot Information on the Online Auction Website or change the content thereof. SBI shall bear no liability whatsoever for any such discontinuation of posting Lot Information or change in the content thereof.

3. System Users shall, at their responsibility, confirm the information and conditions of Lots by way of browsing the Lot Information posted in accordance with Paragraph 1.

4. Unless otherwise determined by SBI at its discretion, SBI shall not hold any exhibitions for Prospective Buyers to view a Lot which will be offered for sale at an Online Auction or distribute a catalogue in which Lot Information is posted.

5. Lot Information posted on the Online Auction Website is provided as reference materials for use by Prospective Buyers. SBI makes no warranty in any way as to the correctness or accuracy of Lot Information and bears no liability whatsoever for any indistinctive nature of images of the Lots posted on the Online Auction Website.

7. Current Price and Biddable Price

1. With regard to each Lot, SBI shall announce on the Online Auction Website during an Auction Period the then-current highest price at which a Prospective Buyer has submitted a bid (as for Lots for which no bid has yet been submitted, the price set by SBI at its discretion as a starting price for an Online Auction; hereinafter, “Current Price”) as well as the minimum price biddable by a Prospective Buyer (which shall be a price exceeding the Current Price; hereinafter, “Biddable Price”).

2. SBI may, at its discretion, set a price below the Reserve Price of a Lot as a Current Price and a Biddable Price of such Lot.

3. While the Current Prices and Biddable Prices set forth in Paragraph 1 will be displayed in Japanese yen and other currencies, any display in currencies other than Japanese yen shall be provided merely as a reference price and shall not necessarily reflect an accurate exchange rate at the time of such Online Auction. Furthermore, any purchase and sale agreement between a Successful Bidder and SBI concerning a Lot won by such Successful Bidder shall be carried out in Japanese yen.

4. SBI makes no warrantee as to the correctness or accuracy of the content of any display pertaining to Current Prices and Biddable Prices and bears no liability whatsoever for any damage incurred by any System Users due to any incorrectness or inaccuracy of such display, unless such damage is caused by the willful misconduct or gross negligence of SBI.

8. No Announcement of Name of Sales Consignors, etc.

SBI shall make no announcement of the name of any Sales Consignor or the Reserve Price of a Lot; provided, however, that the foregoing shall not apply if SBI decides, at its discretion, to announce the same upon obtaining consent from a Sales Consignor.

9. Auction Period

1. SBI shall, at its discretion, set an Auction Period for each Lot and make an announcement thereof on the Online Auction Website.

2. Notwithstanding the preceding paragraph, if a bid is submitted for a Lot within the final 10 minutes before the termination of an Auction Period set by SBI, SBI shall extend the Auction Period for such Lot for 5 minutes from the termination time of such Auction Period set by SBI, with the same to apply to extensions thereafter. If an Auction Period is extended in accordance with this paragraph, these Online Auction Conditions shall apply thereto, deeming such extended period to be included in the Auction Period.

10. Submission of Bids

1. During an Auction Period, a Prospective Buyer may submit a bid for a Lot upon entering its ID and Password through the prescribed login screen on the Online Auction Website and logging into the Online Auction Website.

2. A Prospective Buyer shall submit a bid for a Lot that it intends to buy by way of (i) entering its intended purchase price (“Intended Purchase Price”) into the intended purchase price entry field (“Intended Purchase Price Entry Field”) displayed on the screen (“Online Auction Website Screen”) of the Online Auction Website which displays the Lot Information, Current Price and Biddable Price of such Lot, and (ii) clicking the bid button (“Bid Button”) displayed on the Online Auction Website. Before a Prospective Buyer enters its Intended Purchase Price, a Biddable Price is automatically entered and displayed in the Intended Purchase Price Entry Field; however, a Prospective Buyer may enter any price above such displayed price into the Intended Purchase Price Entry Field.

3. When a Prospective Buyer enters its Intended Purchase Price into the Intended Purchase Price Entry Field, such Prospective Buyer is required to enter a price above an applicable Biddable Price pursuant to the units of the Intended Purchase Price prescribed by SBI (“Minimum Purchase Price Unit”). If a Prospective Buyer enters any Intended Purchase Price that does not conform to an applicable Minimum Purchase Price Unit, such submission of a bid will become invalid.

4. Once the Bid Button is clicked, a Prospective Buyer is not permitted to cancel such submission of a bid for any reason whatsoever, including, without limitation, operational error by such Prospective Buyer or other third party, and the Prospective Buyer shall not raise any objection thereto.

5. A Prospective Buyer may submit a bid for a Lot only in Japanese yen and may not submit a bid in any other currency.

6. After a Prospective Buyer has clicked the Bid Button, when SBI receives the fact of such click and an Intended Purchase Price entered as of such click, a bid for such Lot shall be deemed to have been submitted at such Intended Purchase Price by such Prospective Buyer to SBI.

7. A Prospective Buyer shall confirm the status of its submission of a bid on the Online Auction Screen, at its responsibility.

8. Submission of one bid in a joint name of more than one person is not permitted.

11. Automatic Input for Submission of Bids

1. Until a pre-set Intended Purchase Price reaches a cap (“Automatic Bid Cap”) on the Online Auction Screen for a Lot for which a Prospective Buyer intends to submit a bid, such Prospective Buyer may set up the use of a function which allows for the automatic submission of a bid designating itself as the Prospective Buyer at the then-current Biddable Price (“Automatic Input Function”) immediately after its submission of a bid has become invalid due to another Prospective Buyer submitting a higher bid.

2. A Prospective Buyer shall set the Automatic Input Function at its responsibility. In addition, if a Prospective Buyer sets up the application of the Automatic Input Function, such Prospective Buyer is not permitted to revoke, cancel or change such setting.

3. A Prospective Buyer may set an Automatic Bid Cap only in Japanese yen. In addition, upon setting an Automatic Bid Cap, a Prospective Buyer must comply with the Minimum Purchase Price Unit.

4. When a bid is submitted through an Automatic Input Function, cancelling such submission of the bid is not permitted for any reason whatsoever, including, without limitation, operational error by a Prospective Buyer or other third party, and the Prospective Buyer shall not raise any objection thereto.

12. Invalidation of Submission of Bids

A submission of a bid will become invalid if:

(1) A higher bid is submitted;

(2) A Current Price for an applicable Lot does not reach an applicable Reserve Price and an Online Auction is terminated; or

(3) An Online Auction is suspended.

13. Formation of Purchase and Sale Agreement

If a Prospective Buyer wins a bid for a Lot (i.e. if a Prospective Buyer becomes a Successful Bidder), a purchase and sale agreement between such Successful Bidder and SBI shall take effect at the amount of the Successful Bid Price at the earlier time of when (i) such fact becomes available for review on the web screen of the Online Auction Website which is used by the Successful Bidder, or (ii) the Successful Bidder receives an e-mail sent by SBI to the effect that such Successful Bidder has won a bid for the Lot.

14. Determination of Disputes

SBI shall determine, at its discretion, any dispute between Prospective Buyers or a Prospective Buyer and SBI concerning procedures taken at an Online Auction, and the Prospective Buyers must comply with such determination.

Part 4. Procedures to Be Taken after Online Auction

15. Selection of Payment Method and Delivery Method

1. Within 10 days after the last day of an Auction Period (“Auction Final Day”), a Successful Bidder shall select, on the Online Auction Website, the method of payment (“Payment Method(s)”) for an Invoiced Amount (as defined in Article 16, Paragraph 2) and the method of delivery (“Delivery Method(s)”) of a Lot won by the Successful Bidder, and the Successful Bidder shall notify SBI of the result of such selection via the Online Auction Website through the method prescribed by SBI.

2. A Successful Bidder may select a Payment Method from among (i) wire transfer, (ii) credit card settlement, or (iii) PayPal. The details of the Payment Methods shall be as specified in the items below:

a. Wire transfer

A Successful Bidder shall remit the Invoiced Amount into the bank account specified below to ensure SBI will receive such Invoiced Amount within the prescribed Payment Period (as specified in Article 16, Paragraph 2). Any remittance fees shall be borne by the Successful Bidder.


Payment Account
Bank name: Mizuho Bank, Ltd.
Branch name: Otemachi Corporate Banking Division
Account type: Savings Account
Account number: 5315263
Account holder: SBI Art Auction Co., Ltd.
SWIFT Code: MHCBJPJT


b. Credit card settlement or PayPal

Promptly after a Successful Bidder selects its Payment Method, SBI shall send such Successful Bidder an e-mail which specifies a URL of a web page wherein such Successful Bidder will enter information necessary for payment via credit card settlement or PayPal. On such web page, the Successful Bidder shall enter information necessary for payment, such as credit card information and e-mail address, and make payment procedures. The Successful Bidder can only use a credit card in the name of such Successful Bidder as a Payment Method for an Invoiced Amount.

3. A Successful Bidder may select a Delivery Method from among (i) receipt of Lot by visiting SBI, or (ii) shipping of Lot from SBI to Successful Bidder. The details of the Delivery Methods shall be as specified in the items below:

a. Receipt of Lot by visiting SBI

A Successful Bidder shall, at its expense, receive the applicable Lot by visiting SBI in person or cause such Successful Bidder’s duly authorized agent or messenger to receive a Lot by causing him to visit SBI.

b. Shipping of Lot from SBI to Successful Bidder

A Successful Bidder shall, through the method prescribed by SBI, notify SBI of the information necessary for delivery as separately stipulated by SBI. SBI shall deliver the applicable Lot to a shipping company (including those selected by SBI and such Successful Bidder) pursuant to the notice provided by such Successful Bidder. In such case, SBI shall consider that delivery to such Successful Bidder is deemed to have been completed at the time of delivery of the Lot to such shipping company.

16. Payment of Invoiced Amount

1. When a Successful Bidder has selected a Payment Method and Delivery Method in accordance with Article 15, Paragraph 1 and has notified SBI of the result of such selections, SBI shall display on the Online Auction Website an invoice (“Invoice”) which specifies (i) a Successful Bid Price for a Lot won by such Successful Bidder, (ii) the amount equal to 15.0% of the Successful Bid Price (amounts less than 1 yen shall be rounded down; hereinafter, “SBI’s Premium”) and (iii) consumption taxes on the SBI’s Premium.

2. Within 10 business days from an Auction Final Day (excluding Saturdays, Sundays and holidays stipulated in the Act on National Holidays; hereinafter the same shall apply) (such period, hereinafter, “Payment Period”), a Successful Bidder must pay the invoiced amount stated in the applicable Invoice (“Invoiced Amount”) in Japanese yen through the Payment Method selected by such Successful Bidder.

3. When a Successful Bidder pays an Invoiced Amount through credit card settlement or PayPal and if any dispute arises between such Successful Bidder and a credit card company or payment processing agent, etc., concerning payment of the Invoiced Amount or other financial obligations (including any troubles, complaints, litigation and any other disputes or controversies, whether in or out of court), such Successful Bidder shall resolve the same at its sole responsibility and expense.

17. Assumption of Risk and Transfer of Ownership

1. A Successful Bidder shall assume responsibility for any destruction, loss, theft, damage and defacement of the applicable Lot and any other risks due to any cause not attributable to SBI on or after the execution of a purchase and sale agreement, and shall not be released from its obligation to pay the Invoiced Amount.

2. After a Successful Bidder has completed full payment of a Total Invoiced Amount (as defined in Article 18, Paragraph 1), the ownership of the Lot shall be transferred to such Successful Bidder at the time when SBI delivers such Lot to such Successful Bidder.

18. Delivery

1. Within 20 days after a Successful Bidder has completed payment of the applicable Invoiced Amount (however, if the last day of this period does not fall on a business day, then the immediately following business day; hereinafter, “Delivery Period”), SBI shall deliver the Lot won by the Successful Bidder to such Successful Bidder pursuant to the Delivery Method selected by such Successful Bidder on the condition that such Successful Bidder has selected and notified the Delivery Method of such Lot won by the Successful Bidder in accordance with Article 15, Paragraph 1; provided, however, that, if the Successful Bidder owes other financial obligations that have become due and payable to SBI in addition to the Invoiced Amount (the Invoiced Amount and all other financial obligations that have become due and payable to SBI hereinafter, collectively, “Total Invoiced Amount”), SBI shall not be required to deliver the Lot until the Total Invoiced Amount is paid in full.

2. If a Successful Bidder selects the option of receiving a Lot by visiting SBI as its Delivery Method and when SBI confirms that the person visiting SBI to receive the Lot as the Successful Bidder or the Successful Bidder’s duly authorized agent or messenger (“Recipient”) after checking identification documents (as separately designated by SBI) presented by such Recipient, SBI shall deliver the Lot to such Recipient on the condition that such Recipient submits SBI a receipt affixing its signature and seal thereunto. SBI shall bear no liability for any damage incurred due to the receipt of such Lot by a third party other than the Successful Bidder despite the procedures prescribed in this paragraph having been followed.

3. If a Successful Bidder selects the option of receiving a Lot by shipment from SBI to the Successful Bidder as its Delivery Method, and when SBI deems that a shipping company is SBI’s or the Successful Bidder’s duly authorized shipping company pursuant to the procedures prescribed by SBI, SBI shall deliver the Lot to such shipping company. SBI shall bear no liability for any damage incurred due to the receipt of such Lot by a third party other than the Successful Bidder despite the procedures prescribed in this paragraph having been followed.

4. In the case set forth in the preceding paragraph, when the Successful Bidder receives the Lot from the shipping company, the Successful Bidder shall immediately issue SBI a receipt, affixing its signature and seal thereunto.

5. SBI shall bear no liability for any accident that occurs after completion of the delivery of a Lot (such as destruction, loss, theft, damage and/or defacement). Furthermore, SBI shall bear no liability for any accident, even when SBI arranges a shipping company or packages a Lot upon a Successful Bidder’s request, regardless of the selection of such shipping company or condition of such packaging. The Successful Bidder shall, at its responsibility and expense, procure insurance for the receipt of a Lot.

6. After a Lot has been delivered, the Successful Bidder may not make an assertion to SBI that the wrong Lot has been delivered; provided, however, that if SBI delivers, due to its mistake, any artistic work that differs from the Lot won by the Successful Bidder, the Successful Bidder shall promptly return such artistic work to SBI.

19. Expenses

If a Successful Bidder is unable to receive a Lot within the Delivery Period, the Successful Bidder shall bear any expenses necessary to store and insure such Lot as specified by SBI from the end of the Delivery Period until the date of receipt of the Lot.

20. Stolen or Lost Items

1. Prior to delivery of a Lot to a Successful Bidder, if SBI receives a demand for return of such Lot from a person who claims to be the true owner of the Lot, or if it is found that purchase and sale of the Lot is prohibited (including possession thereof being prohibited) under the applicable laws and regulations, regardless of whether the Lot constitutes a stolen, lost or inherited item, or for any other reason, SBI may, at its discretion, without prior warning, terminate the purchase and sale agreement for such Lot. In this case, SBI shall refund the Invoiced Amount without interest if SBI has already received such Invoiced Amount from the Successful Bidder and the Successful Bidder may not make any demand for compensation for damage or any other demand to SBI.

2. If a chief of police or other authority orders SBI to retain the custody of a Lot pursuant to Article 21 of the Secondhand Articles Dealer Act (Act No. 108 of 1949) and the last day of the retention period falls after the expiration of the Delivery Period, SBI shall not deliver the Lot until the last day of such retention period. In this case, the phrase “within 20 days after a Successful Bidder has completed payment of the Invoiced Amount” in Article 18 Paragraph 1 shall be deemed to be replaced with “within 3 days after the last day of the retention period ordered by a chief of police.” SBI shall not bear any liability for any damage arising from any delay in delivery due to the foregoing.

21. Non-performance of Financial Obligations by Successful Bidder

If a Successful Bidder fails to pay a Total Invoiced Amount within a Payment Period, the following provisions shall apply:

1. The Successful Bidder must pay late payment fees at a rate of 14.6% per annum on the unpaid amount of the applicable Invoiced Amount (excluding consumption taxes).

2. If the Successful Bidder fails to pay the Total Invoiced Amount to SBI even after a warning from SBI, SBI may terminate the purchase and sale agreement; provided, however, that if the warning letter sent to the Successful Bidder is returned due to the absence or unknown address of the recipient or if the Successful Bidder refuses to accept the warning letter, SBI may, at its discretion, terminate the purchase and sale agreement without providing a warning and the purchase and sale agreement shall be deemed to have been terminated at the time when SBI sent the termination notice to the Successful Bidder.

3. If the purchase and sale agreement is terminated pursuant to the preceding item, SBI may put up the Lot for an Online Auction again or an on-site auction conducted by SBI (collectively, “Auctions”) without setting a Reserve Price or may sell the Lot to a third party (“Sale to a Third Party”). In this case, if the amount obtained by SBI from the Auctions or the Sale to a Third Party is less than the Invoiced Amount under the terminated purchase and sale agreement, the Successful Bidder must pay to SBI late payment fees at the rate of 14.6% per annum on such difference, from the day of the formation of the terminated purchase and sale agreement until the day on which the payment of such difference is completed. Even if the amount obtained by SBI from the Auctions or the Sale to a Third Party is greater than the Invoiced Amount under the terminated purchase and sale agreement, the Successful Bidder may not in any way demand the payment of such difference.

22. Guarantee of Authenticity

1. SBI makes no warranty regarding the authenticity of any Lots. Prospective Buyers shall make bids for Lots at their own responsibility and judgment.

2. Notwithstanding the provision of the preceding paragraph, in the case where the name of the artist of a Lot is definitively and expressly displayed on the Online Auction Website (excluding cases where there is an indication to the effect that there is a dispute regarding the artist; that the name of the artist is based on an assumption, such as “(artist name) according to legend” or “assumed to be (artist name)’s work”; or an indication to the effect that the work belongs to a particular “group,” “studio,” “school,” etc., which cannot necessarily identify the artist), and in the case where it is expressly specified on the Online Auction Website that SBI makes a guarantee as to the authenticity of such Lot, if it is later discovered that such Lot is not the work of the artist as displayed on the Online Auction Website (excluding cases where: (i) the work is generally recognized as being the work of the artist as displayed on the Online Auction Website pursuant to the level of knowledge of those skilled in the art at the time of the Online Auction; (ii) it is determined that such Lot is not authentic by way of using a scientific analysis methodology not commonly available at the time of the Online Auction or using an analysis methodology that requires a substantial amount of money; or (iii) it is determined that such Lot is not authentic by way of using an analysis methodology not normally used, such as those causing harm to the Lot, or as a result of damage to the Lot) and if SBI recognizes that such Lot is not authentic, SBI shall terminate the purchase and sale agreement upon request by the Successful Bidder and shall refund the Invoiced Amount in exchange for the return of such Lot, but only when all of the conditions set forth below are satisfied; provided, however, that SBI shall bear no liability other than for the return of the Invoiced Amount and shall pay no interest or damages, etc., whatsoever.

a. The Successful Bidder makes a written demand to SBI clearly specifying an Auction Period, Lot number and Successful Bid Price, along with reasonable and objective evidence that could convince SBI that such Lot is not the work of the artist, within three years from the Auction Final Day in which such Lot was won by the Successful Bidder and within three months (if the Consumer Contract Act applies, within six months) after the Successful Bidder discovers that such Lot is not authentic.

b. The Successful Bidder transfers full ownership of such Lot to SBI and delivers such Lot to SBI in the same condition as that at the time of the Online Auction.

Part 5. Matters to Be Agreed

23. Matters to Be Agreed

Upon using the System, the System Users agree in advance to the matters specified below, and shall not raise any objection thereto:

a. The System Users shall use the System pursuant to all laws, regulations and rules relating to the System (“Laws”) and these Online Auction Conditions, and only to such extent as for the purposes intended under the System. Furthermore, any use of the System, including accessing the Online Auction Website, shall be conducted at the System Users’ responsibility.

b. The System Users shall comply with the Laws and these Online Auction Conditions. If a System User breaches any Laws and/or these Online Auction Conditions, SBI may, without providing prior notice to such System User, cancel its Customer Registration (if such registration is made) and invalidate its Password and immediately suspend or terminate its use of the System.

c. Any intellectual property rights (meaning copyrights, trademark rights and any other intellectual property rights; collectively, “Intellectual Property Rights”) concerning all contents, texts, images, data, information and other materials displayed on or obtained from the Online Auction Website (collectively, “Contents”) shall belong to SBI or another duly authorized person and no Intellectual Property Rights shall be transferred to any System User due to its use of the System.

d. SBI shall collect and store history records, such as the timing of the Prospective Buyers’ and Successful Bidders’ submission of bids for Lots, the Lots subject to the submission of bids, the amounts of bids, the results of bids, and other history pertaining to the use of the System (“Usage Records”).

e. Unless there is a reasonable cause, SBI shall not accommodate any request from a System User for access, disclosure, modification or deletion of any Usage Records.

f. SBI may, at its discretion, dispose of or delete any Usage Records, unless the foregoing constitutes a breach of any Laws.

g. SBI may, without providing prior notice to a System User, suspend or terminate all or any part of the services pertaining to the System if any of the following events occur:

(i) Any failure in equipment, devices and lines for providing services pertaining to the System (“Necessary Equipment”) occurring due to any reason not attributable to SBI, such as an act of God, civil war, civil commotion or other unforeseen event;

(ii) Any maintenance necessary for repair and maintenance of the Necessary Equipment being conducted; or

(iii) SBI deciding, at its discretion, to suspend or terminate the provision of services pertaining to the System.

h. If any third party logs into the Online Auction Website and uses the System by way of using any ID and Password of a System User, SBI shall conduct transactions deeming such use to have been made by the System User to whom such ID and Password have been assigned.

i. The System User shall resolve, at its responsibility and expense, any and all disputes arising between such System User and any third party due to use of the System, including any acts on the Online Auction Website.

j. Any communication from SBI to a Prospective Buyer or a Successful Bidder shall be made to the name (trade name, in the case of a legal entity) and the address or e-mail address registered at the time of the Customer Registration by such Prospective Buyer or Successful Bidder (if notification of any change in the registered name, address or e-mail address is made in accordance with Article 1, Paragraph 7 and SBI approves such change, such changed name, address or e-mail address) and SBI shall bear no liability whatsoever if such Prospective Buyer or Successful Bidder is unable to recognize the above communication due to such causes as the Prospective Buyer or Successful Bidder failing to notify SBI of the change in its name, address or e-mail address.

24. Exemptions

The System Users hereby agree that SBI shall bear no liability whatsoever for any damage incurred by the System Users arising from any of the events specified below, unless such damage is caused by the willful misconduct or gross negligence of SBI:

a. A System User being unable to browse Lot Information on an Online Auction due to any flaw, malfunction or failure of devices, systems or communication lines used by such System User and/or SBI, any unauthorized access or alteration of data transmitted/received, or any other reason;

b. Any submission of a bid through the System not being conducted in a normal manner or any submission of a bid in an Online Auction not being reflected in a timely and accurate manner due to any flaw, malfunction or failure of devices, systems or communication lines used by a Prospective Buyer and/or SBI, any unauthorized access or alteration of data transmitted/received, or any other reason;

c. While an Online Auction is being held, a Current Price or Biddable Price of a Lot not being reflected in a timely and accurate manner due to any flaw, malfunction or failure of devices, systems or communication lines used by a System User and/or SBI, any unauthorized access or alteration of data transmitted/received, or any other reason;

d. Use of the System causing any flaw, malfunction or failure of devices, systems or communication lines used by a System User or any unauthorized access or alteration of data transmitted/received;

e. Provision of all or any part of the services of the System being suspended or terminated due to any of the events set forth in Article 23.g;

f. A System User incurring any damage due to its use of any Contents or any web pages and contents comprised thereof linked from the Online Auction Website; or

g. Any third party logging into the Online Auction Website and using the System by way of using an ID and Password owned by a System User.

25. Prohibited Matters

In addition to the matters separately set forth in these Online Auction Conditions, upon use of the System, the System Users must not engage in any of the matters specified below. If SBI incurs any damage (including, without limitation, attorney’s fees, special damage or indirect damage) as a result of a System User engaging in any of the matters specified below, such System User shall immediately provide SBI with compensation for such damage:

a. Duplicating, storing, processing, modifying, using or disposing of any Contents without the prior written approval of SBI;

b. Disclosing any information obtained through use of the System (including, without limitation, personal information) to a third party or using such information for any purpose other than the purpose of using the System;

c. Engaging in any act of placing a burden on the System, any act of disrupting access or operation by other System Users and/or any act of obstructing or disrupting SBI’s business and/or network system;

d. Logging into the Online Auction Website and using the System by way of using an ID and Password owned by another System User; or

e. In addition to the above items, engaging in any act in breach of the Laws, these Online Auction Conditions and/or the matters designated by SBI.

Part 6. General Provisions

26. Revision of Online Auction Conditions

SBI may, at its discretion, revise these Online Auction Conditions to the extent not contrary to the Laws, and the System Users shall comply with any such revision.

27. Prohibition of Assignment of Receivables

The System Users shall not, without the prior written approval of SBI, assign their rights against or duties toward SBI or their position under these Online Auction Conditions, and shall not offer their rights or position hereunder as collateral.

28. Exclusion of Anti-Social Forces

1. The System User represents and promises that, both at present and in the future, such System User and its officers, etc. are not and will not become organized crime groups, members of an organized crime group, persons/organizations for whom five years have not yet passed since leaving an organized crime group, quasi-members of an organized crime group, companies related to an organized crime group, corporate racketeers, political racketeers, special intellectual violent organizations, or any persons/organizations equivalent to any of the foregoing (collectively, “Anti-Social Forces”), and further represents and promises that none of the following relationships apply or will apply thereto:

a. A relationship with any Anti-Social Forces in which it is deemed that such Anti-Social Forces control the management of such System User;

b. A relationship with any Anti-Social Forces in which it is deemed that such Anti-Social Forces are substantially involved in the management of such System User;

c. A relationship with any Anti-Social Forces in which it is deemed that such Anti-Social Forces are wrongfully used such as for the purpose of ensuring unjustified benefits to such System User or a third party or for the purpose of inflicting harm on a third party;

d. A relationship with any Anti-Social Forces in which it is deemed that funds or benefits are being provided to such Anti-Social Forces; and

e. A relationship in which an officer or a person substantially involved in the management of such System User has a socially reprehensible relationship with such Anti-Social Forces.

2. The System User promises not to engage in, either by such System User or through causing any third party to engage in, any of the following acts:

a. Making violent demands;

b. Making improper demands in excess of legal responsibility;

c. Making threatening statements or actions or using violent acts in relation to transactions;

d. Damaging SBI’s reputation or interfering with SBI’s business operations by spreading rumors or using fraudulent means or force; or

e. Engaging in any act similar to any of the preceding items.

3. If a System User is in breach of any of the preceding items or SBI reasonably suspects that a System User is in breach of any of the preceding items, SBI may, without being required to provide any notice or take any procedure, immediately suspend all or any part of transactions with such System User and/or terminate all or any part of any agreement with such System User. SBI shall not be under any obligation whatsoever to explain or disclose to such System User any content and/or basis of such reasonable suspicions, and shall bear no liability whatsoever, even in the case of such System User incurring damage as a result of or in relation to such suspension of transactions or the termination of agreements.

4. If SBI incurs any damage as a result of a System User’s breach of the provisions set forth in Article 14, Paragraphs 1 and 2, such System User shall be liable to provide SBI with compensation for such damage.

29. Governing Law

These Online Auction Conditions shall be governed by the laws of Japan.

30. Court of Agreed Jurisdiction

The Tokyo District Court shall be the exclusive court of jurisdiction in the first instance with respect to all disputes concerning these Online Auction Conditions and the System.


This English translation of the original document in Japanese is provided for the convenience of participants; however, in the case of any discrepancy between the English and Japanese versions or any question of interpretation, the Japanese document shall control.