This Terms and Conditions of Token Sale (hereinafter referred to as the "Terms and Conditions") neither constitute making proposals or soliciting investment, nor do they propose, recommend or solicit purchase of securities in any jurisdiction. The Terms and Conditions are not submitted or registered with any regulatory authorities in any jurisdiction, nor have they been reviewed or verified by the regulatory authorities, and there is no such plan to be reviewed or verified in the future.
The Terms and Conditions apply to the purchase of Social Good tokens (hereinafter referred to as the “tokens”) undertaken during the token sales period (hereinafter referred to as the “Sales Period”) conducted by Social Good Foundation Inc. (hereinafter referred to as the “Company”, or Social Good Foundation).
By purchasing the tokens from the Company during the Sales Period, the purchaser would be bound by the Terms and Conditions and all other terms and conditions mentioned thereto. Without agreeing to the Terms and Conditions, the purchaser will not be able to purchase the tokens.
The Tokens are the digital assets developed by the Company.
By “possessing” the tokens, the purchasers do not get any rights whatsoever explicitly or inexplicitly. Among other things, the purchaser understands that the tokens do not give any ownership rights or equity, shares or similar rights or rights to receive a part of future sales, intellectual property rights or any rights with respect to the Company or its affiliates. The tokens are not designed as prepaid payment instrument, electronic money, virtual currency, security, commodity or any other kind of financial instrument.
Scope of application of the Terms and Conditions
Unless stipulated otherwise, the Terms and Conditions shall apply to the purchase of the tokens from the Company during the Sales Period.
The Terms and Conditions may be amended to the reasonable extent without the prior consent of the purchaser. In the case, the purchase shall check the latest information about the Terms and Conditions at his/her own responsibility. The Company will not accept any complaint whatsoever under the reason that the purchaser was not aware of such amendments. Act of purchasing the tokens after amending the Terms and Conditions shall be regarded as consent to the amendments to the Terms and Conditions.
Cancellation, decline of purchase request
Purchase of the tokens from the Company during the Sales Period shall be final, and except where it is mandatory under the applicable laws, regulations, and the like, the purchaser may not ask for refund or cancellation. We do NOT accept any refund or cancellation of purchase. Moreover, in view of circumstances surrounding the token sales, the Company shall retain the right to decline or cancel the purchase application of the tokens anytime at its discretion.
Procedure of the token sales
Important matters concerning the procedure of the token sales, in other words, details such as date and time of sale, sale price, expected sales volume, planned use of the profit, and handover of the tokens are explained in the whitepaper. By purchasing the tokens, we deem that the purchaser accepts and admits that he/she has fully understood the procedures and he/she has no objections whatsoever.
Buyers are requested to purchase the tokens after understanding that purchasing, holding, or using the tokens involves various risks listed in the whitepaper. Please understand that the price fluctuates significantly every day, and as a result, it may result in large profits and losses for the purchaser. There is also specific risk that occurs as a result of global movements and fluctuation of cryptocurrency value. There is a possibility of unexpected regulatory actions by governments and creation of new competing alternative currencies. In the future, if the measures such as regulation on usage, regulation of trading, or prohibition of token use are taken as the policy of the government, the Company is determined to put give the top priority to legal compliance and taking proper actions commensurate with such changes of laws and regulations accordingly. The Company shall not, however, assume any responsibility for damage suffered by the purchaser due to such events and developments.
Security related responsibility
With regard to purchasing the tokens from the Company, the wallets used for holding them, and other mechanisms of storing the tokens, the purchaser shall be responsible for taking reasonable measures such as preserving the secret key and the information and the like required for accessing the mechanism of storing the same.
In the event the purchaser’s secret key and other information is lost, the purchaser may lose access to the tokens. The Company shall not assume any responsibility whatsoever regarding such losses. Moreover, in the event a third party has used the services of Social Good by using the purchaser’s wallet information and other information of the purchaser, We shall regard such use as the act of the purchaser. In addition, the Company shall not assume any responsibility whatsoever arising from this.
Provisions of personal information
The Company at its discretion may decide that it is necessary to acquire certain information on the purchaser in order to comply with laws and regulations, and the like related to the token sales. The purchaser hereby agrees to promptly provide such information to the Company upon the request of the Company. And until such time that the purchaser fully provides such information and it is confirmed that sale of the tokens to the purchaser is permissible under applicable laws and regulations, purchaser accepts and admits that the Company may deny sale or transfer of the tokens.
Responsibility concerning public taxes and dues
The amount of payments made to the Company shall all be exclusive of tax. Buyer shall be responsible for paying any taxes (including consumption tax, sales tax, usage tax, value added tax, etc.) levied on the payments made to the Company. In addition, it is the purchaser's responsibility to withhold and collect the appropriate tax amount, report this, and pay it to the appropriate tax authorities. The Company shall not be responsible for any withholding, collection, reporting or payment of taxes arising from payment of consumption tax, sales tax, usage tax, value added tax or other payments made by the purchaser to the Company.
Representation and warranty
By purchasing the tokens, the purchaser represents and warrants the following.
In the event the purchaser has violated any of the following matters, the Company hereby explicitly reserves the right to suspend, disable, and the like the purchaser’s account.
The Company shall not assume any responsibility whatsoever because of the violation of this article by the purchaser.
The purchaser has thoroughly read and understood the Terms and Conditions (including all exhibits thereto)
The purchaser has read the Terms and Conditions , and the purchaser adequately understands the risks and effect of purchasing the tokens
For making decisions based on appropriate information at the time of purchasing the tokens, the purchaser has obtained adequate information concerning the tokens
The purchaser understands that the tokens do not grant any rights in any form regarding the Company and affiliate companies. Rights that should be understood by the purchaser shall include voting, distribution, redemption, liquidation, property related rights (including all forms of intellectual property rights) and other property rights and legal rights
The purchaser shall not purchase the tokens for investment, speculation, other financial purposes, or similar purposes
The purchaser shall comply with the obligations under laws and tax laws applicable to the purchaser's jurisdiction arising by the purchase of the tokens
The purchaser shall not be a citizen or a resident of areas where access to the tokens is prohibited by applicable laws, regulations and the like, treaties and administrative measures
Buyer never had any economic relations, business relations, employment relations, or delegation relations with antisocial forces in the past or in the president, and the purchaser doesn’t conduct any commercial transactions, offer or transfer profits, or conduct other transactions in a temporary or an ongoing basis
Buyer understands that tokens do not fall under the statutory virtual currency (Article 2, Paragraph 5 of the Payment Services Act, prepaid payment means (Article 3 of the Payment Services Act), securities, and the like at the time of issue
In the event of any changes in the contact details of the purchaser, the purchaser shall promptly notify the Company. Unless such notification is made, it shall be regarded that the notification by the Company was appropriately made by notifying the purchaser at the old contact details
The purchaser understands the technical background of virtual currency, and the purchaser also understands about the risk that may arise because of such technical factors and constraints
In the event the purchaser has caused damage to a third party or in the event of occurrence of a dispute with a third party in relation to purchase and use of the tokens, the purchaser at his / her responsibility shall compensate for such damage or resolve to the dispute at own expense and responsibility, and ensure that no inconvenience or damage is caused to the Company.
When the purchaser has caused damage to the Company in relation to purchase and use of the tokens, the purchaser shall compensate the company for the damage (including litigation expense and attorney fees) at own expense and responsibility.
The tokens are sold “as it is” and “within the available limit” without any warranty of their type, and the Company explicitly denies all warranties including, by not limited to, the feature and characteristics of the product, fitness for a particular use, and implied warranty of title and non-infringement.
The Company does not make any representations or warranties that the tokens are reliable, up-to-date, error-free, satisfies the requirements of the purchaser, or that defects in this tokens will be corrected in the future.
The Company does not make any representations or warranties that the tokens or the delivery mechanism of the tokens are not affected by viruses or other harmful components.
The Company is not responsible for the accuracy of information in the terms, whitepapers, information on the website, and the like.
The Company is not responsible for the loss of purchased token (including the loss of ID, password, and the like of wallets where the purchased tokens are stored.).
Just like other virtual currencies, value of the tokens fluctuates significantly, and the value may decrease as compared to the purchase price because of various reasons
Limitation of liability
The company will NOT be liable or responsible for mistake, omission or inaccuracy of any information, or all kinds of direct or indirect losses or damages that may arise and be caused, directly or indirectly, out of any acts to be conducted based on such information. In the unlikely circumstances, even when the Company has damage compensation liability with respect to the purchaser, the limit of such liability shall be the total amount actually received by the Company from the purchaser during last one (1) month period going back from the time when the reason for damage occurred.
The limitation set forth in the preceding paragraph shall also apply to the limitation arising from the Company’s serious negligence, fraud or willful intentions, or acts of negligence, and even in such cases, the application of this provision shall not be limited or precluded.
Governing law and court of jurisdiction
Regardless of jurisdiction and the principle of conflict of laws that causes the application of laws and regulations of other jurisdictions, the Terms and Conditions shall be governed by, interpreted, and enforced in accordance with the laws of Japan. For the disputes arising from the Terms and Conditions, the Tokyo District Court shall be the exclusively agreed court of jurisdiction of the first instance.
In the event that any of the provisions of the Terms and Conditions may be determined illegal, invalid, or unenforceable, such provision may be separated from the Terms and Conditions. And it shall not have any effect on validity or enforceability of the remaining provisions of the Terms and Conditions.
Unless stipulated otherwise, the Terms and Conditions shall prevail over and supersede over other terms and conditions. And even if the other language versions of the Terms and Conditions are prepared, the Terms and Conditions of Japanese language version shall stand and prevail.
Terms and Conditions of the Ambassador Program
These Terms and Conditions are for a program of the introduction of purchasers of SocialGood (hereinafter the “Terms”).
Social Good Foundation Inc. (hereinafter the “Company” or “SGF”) will pay SocialGood to an affiliate partner or ambassador in consideration of referral of latent purchasers of SocialGood to the Company. The Terms set out matters concerning the payment of such consideration.
The contents in the Terms hereunder are entirely different from and have nothing to do with the token sales in the ICO separately implemented by the Company whatsoever. Although SocialGood paid to an affiliate partner or ambassador as the remuneration in the Program, the SocialGood as the remuneration is a reward / a payment for the service rendered by the affiliate partner or the ambassador (activities of referral).
Article 1 (Outline)
The program in which a user can introduce a purchaser of SocialGood (hereinafter the “Program”) is:
A program in which the Company pays remuneration to a person who separately signs up for the Program (an “affiliate partner” or “ambassador”; hereinafter a “Registrant”) when he/she achieves the goal set by the Company, including where the Registrant introduces SocialGood to its latent purchasers (hereinafter “Prospective Customers”) with use of media, etc.
Article 2 (Duty of Registrant)
A Registrant will comply in good faith with these Terms, any terms, rules and guidelines incidental to these Terms, and any equivalent stipulations.
A Registrant who violates these Terms or is no longer a Registrant will lose and forfeit the right to receive remuneration (including remuneration payable for the period prior to the violating act of these Terms).
The Company will, at its own discretion, make evaluations and judgments under the items (1) and (2) above.
Article 3 (Remuneration)
The remuneration received by a Registrant, conditions of remuneration, the day to receive remuneration and other relevant matters will be separately stated in the official webpage of SocialGood or “My Page” of the Program accordingly.
Article 4 (Revision to Terms)
The Company may revise these Terms from time to time. They will be updated in the official webpage at each time. Unless otherwise stated, the latest terms are those posted in the official webpage.
A Registrant will be deemed to have consented to such revision at all times.
Article 5 (Representation and Warranty)
A Registrant who is to be registered hereunder represents and warrants that he/she satisfies all of the following items and continues satisfying them so long as the contract hereunder is in force. The Company may reject an application for registration if an applicant violates the representation and warranty in the Article, or the Company finds an applicant inappropriate as a registrant or user of the service hereunder.
An applicant who is able to understand, read and write Japanese or English.
An applicant who does not run any website that endorses violence, abuse or racial discrimination, violates laws, or is contrary to public order and morals.
An applicant who is not an organized crime group, a member or associate member of such group, an associated person with such group, corporate racketeer or any other equivalent person (hereinafter collectively “Antisocial Forces”), does not, whether directly or indirectly, interact with, or provide any funds or other benefits to, an Antisocial Force, and does not have any transactional or other relationships, or capital ties with an Antisocial Force.
An applicant who does not elect or employ any Antisocial Force as its officer or employee.
An applicant who does not register any false information with the Company, and does not register any false information at the time of registration for the Program.
An applicant who does not have any intention to unlawfully obtain remuneration from the Company through the Program.
An applicant who possesses capacity to discern right and wrong and understands the contents of these Terms and the Program.
An applicant who does not correspond to any person of whom the Company finds the registration is inappropriate.
Article 6 (Prohibited Acts)
A Registrant will not engage in any acts set forth in the following items (hereinafter “Prohibited Acts”):
An act of recommending a resident of any country where the Company does not sell tokens to purchase tokens;
An act, by one individual or one corporation, of having more than one account (except where the Company gives special approval);
An act of interfering with the business of the Company whether intentionally or negligently;
An act of infringing the Company’s copyrights or other rights;
An act of slandering, defaming or causing disadvantage to the Company or a third party;
An act of infringing any legal rights or rights that should be protected, including intellectual property rights such as copyrights, and personal rights such as image rights, or an act of violating any relevant legislation;
An act of infringing the privacy of a third party;
An act of engaging in any activity that is illegal or suspected to be illegal or encouraging such activity;
An act of corresponding to any category of Antisocial Forces, or an act, whether directly or indirectly, of interacting with, or providing any funds or other benefits to, an Antisocial Force, or having any transactional or other relationships, or capital ties with an Antisocial Force;
An act of introducing the Company in any religious activities or political soliciting activities;
An act of inducing misjudgment of general users or an act that the Company finds brings adverse effects on the judgment of general users;
An act in violation of laws and regulations or that is prohibited by the Company;
An act of altering, or using for any unintended purpose, the advertising materials or the referral link code;
A spamming act (e-mail spam, advertising activities including by writing in an online bulletin, and other advertising activities by other means or methods that are a nuisance to a third party);
Unauthorized access to a server or website of the Company, the use thereof in an inappropriate manner or at a frequency beyond the acceptable limits, or any other act that impedes the operation of a website of the Company;
An act of compulsory referral (an act, in any media, of compulsorily rewriting cookies of general users by any means with the use of an iframe or refresh tag);
An act, by a registered member, in pursuit of his/her personal gain, whether by himself/herself or in cooperation with a third party, of registering, joining, or making payments or transaction for/with another member;
Any illegal acts or acts contrary to public order and morals that are equivalent to any of the preceding items; or
Other acts corresponding to any fact that the Company separately deems to constitute a violation.
Whether an act falls under a Prohibited Act or not will be determined by the Company at the Company’s sole discretion. The Company will not be responsible for providing a Registrant with explanations for details and the reason of such decision. The Company may require a Registrant to submit materials relating to the existence of a Prohibited Act, and the Registrant is responsible to respond to it and submit such materials to the Company. However, for the reason of security protection of the system operating the service hereunder, the Company will not, in the absence of special circumstances, disclose the standards of the decision above.
Article 7 (Deregistration)
If the Company finds that a Registrant violates any of the prohibited matters above, the Company may, without advance notice, immediately discontinue providing the Registrant with the service hereunder and cancel his/her registration.
The Company will also discontinue providing a Registrant with the service and cancel his/her registration if the Registrant falls under any of the following items:
If a Registrant violates these Terms;
If a Registrant engages in any illegal activity;
If the Company finds that a Registrant cannot be contacted, including in a case where the Company’s e-mail to the Registrant fails to reach him/her three times or more; or
If the Company finds continuation of registration inappropriate otherwise.
At the same time as cancellation of registration, a Registrant will delete all links inserted in the past. The Company will under no circumstances be responsible for any damage caused to a Registrant under this Article.
Article 8 (Damages)
In the event that any dispute arises with a third party in connection with the use of the registration hereunder, a Registrant will settle it at the sole responsibility and burden of the Registrant. A Registrant who causes any damage to the Company will pay to the Company the total amount of damages (including, but not limited to, the attorney’s fees and any other expenses incurred by the Company).
Article 9 (Prohibition of Assignment)
A Registrant is not allowed to assign or devolve to any third party, or create a security interest in or dispose otherwise of the rights, obligations or status hereunder.
Article 10 (Governing Law and Agreed Jurisdiction)
The Terms will be governed by the laws of Japan, and any and all disputes will be brought in the Tokyo District Court as the agreed exclusive jurisdiction of the first instance.
Article 11 (Completeness)
Unless stipulated otherwise, the Terms of Japanese version shall stand and prevail.