Terms of Service

Effective Date: May 5, 2025

Welcome to Shibuya. These Terms of Service ("TOS") constitute a legally binding agreement between you ("you," "your," or "User") and NotShibuya, Inc. ("Shibuya," "we," "us," or "our"). These TOS govern your access to and use of the Shibuya platform, including the website located at www.shibuya.film (the "Site"), and any other applications, tools, services, or smart contracts provided by us that reference these TOS (collectively, the "Platform").

By accessing or using the Platform in any manner, you affirm that you have read, understood, and agree to be bound by these TOS, including the arbitration agreement and class action waiver. If you do not agree, your sole remedy is to refrain from using the Platform.

1. Modifications We reserve the right to revise these TOS at any time by posting an updated version on the Site. Changes are effective immediately upon posting, and your continued use of the Platform after such changes signifies your acceptance of the updated terms. Check the "Last Modified" date at the top of this page to stay informed of updates.

2. Platform Overview Shibuya is a crowdfunding platform that enables users to support film projects through donations. Each project has 60 days to meet its fundraising goal. If successful, funds are disbursed to the filmmaker; if unsuccessful, donations are refunded as outlined in Section 4.1.

3. Eligibility To use the Platform, you must be at least 18 years old or the age of majority in your jurisdiction, whichever is higher. By using the Platform, you represent that you have the legal capacity to enter into this agreement and that your use complies with all applicable laws.

4. Donations and Payments Payment Methods: You can donate to film projects using Stripe or USDC cryptocurrency on the Base network. Stripe donations are subject to Stripe's Terms of Service and Privacy Policy. Cryptocurrency donations are held in custody by Shibuya until the campaign ends.

Fundraising Process: Each project has 60 days to meet its fundraising goal. If the goal is met, funds are disbursed to the filmmaker. If the goal is not met, donations are refunded as outlined below.

4.1 Refund Policy Conditions for Refunds: Refunds are only issued if a project fails to meet its fundraising goal within the 60-day campaign period. If the goal is met or exceeded, no refunds will be provided.

Timing: Refunds will be processed automatically within 5 business days after the campaign ends.

Refund Process by Payment Method:

• Stripe Donations: Refunds will be issued to your original payment method. Note that processing fees charged by Stripe may not be refundable.
• Cryptocurrency Donations (USDC on Base): Refunds will be sent to the wallet address used for the donation. You may incur network fees for the refund transaction, and refunds may be delayed due to blockchain network conditions. Shibuya is not responsible for delays or losses caused by third-party services or network issues.

Automatic Processing: Refunds are processed automatically; you do not need to take any further action.

Full Refunds Only: Refunds will be issued for the full amount of your donation, less any unavoidable transaction fees (e.g., network fees for cryptocurrency refunds). No partial refunds will be provided.

Risks: Cryptocurrency donations carry risks such as price volatility and technical failures. You accept these risks, and Shibuya is not liable for any resulting losses.

Taxes: You are solely responsible for determining and paying any applicable taxes related to your donations.

4.2 Use of Funds By launching a campaign on Shibuya, creators agree to use all funds raised—whether meeting or exceeding the fundraising goal—primarily for the creation of the project described in their campaign materials. Acceptable uses include production-related expenses such as development, pre-production, filming, post-production, and reasonable creator compensation.

If a campaign exceeds its fundraising goal, creators are permitted to retain and allocate surplus funds at their discretion, provided the use aligns with Shibuya's mission and does not materially contradict the expectations set with donors.

Use of funds for unrelated or deceptive purposes (e.g., funding unrelated ventures, providing false representations of intent) is prohibited. Shibuya reserves the right to withhold funds, suspend campaigns, or remove creators from the Platform if there is evidence of fraud or material misrepresentation.

Creators also represent and warrant that they will use best efforts to complete the proposed film project and provide periodic updates to donors via the Platform or other designated channels. Failure to act in good faith or provide transparency may result in account suspension or future fundraising bans.

1. Wallet Access To make USDC cryptocurrency donations or engage in certain Platform features, you may need to connect a non-custodial wallet. Shibuya reserves the right to refuse or restrict wallet access at its sole discretion and is not responsible for any issues arising from your wallet use, including compatibility or security.

2. User Conduct You agree not to:

• Use the Platform for any illegal purpose.

• Harass, threaten, or harm others.

• Infringe on any intellectual property rights.

• Use automated tools (e.g., bots) to interfere with the Platform.

• Attempt to hack, disrupt, or overburden the Platform.

  6.1 Prohibition on Adult Content and Services You may not use the Platform to monetize or promote content or services that contain nudity or explicit sexual acts, including but not limited to subscriber-only nude images, adult audio/video live chat, or similar offerings.

  6.2 Prohibition on Intellectual Property or Proprietary Rights Infringement You may not use the Platform to monetize or distribute content that infringes on copyright or other proprietary rights, including but not limited to leaked music albums, pirated films, or unauthorized reproductions of protected works.

  6.3 Prohibition on Violent Extremism You may not use the Platform to monetize or promote content that engages in, encourages, promotes, or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic.

Violations of these prohibitions may result in immediate suspension or termination of your access, at Shibuya's sole discretion.

1. Content and Intellectual Property Filmmaker Content: Filmmakers retain ownership of their project content. Donations do not grant you ownership or rights beyond viewing access as intended.

Donor Rights: By donating to a project, you acknowledge that you do not receive any ownership, license, or other intellectual property rights in the project or its content. Your donation supports the creator's work, but grants no claim over its outcomes.

User Content: By submitting content (e.g., comments or messages), you grant Shibuya a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, and display it for Platform-related purposes.

Platform Content: Shibuya owns all rights to the Platform and its content, including logos and designs. You may not use this content commercially without our prior written consent.

1. No Guarantees Shibuya does not guarantee the completion, quality, or success of any project. Filmmakers are solely responsible for delivering on their commitments.

2. Disputes with Filmmakers Any disputes regarding project outcomes, fund use, or deliverables are between you and the filmmaker. Shibuya is not liable for resolving such disputes and acts only as a facilitator.

3. Third-Party Services The Platform may integrate third-party services (e.g., Stripe for payments or Base for USDC donations). Shibuya is not responsible for the performance, availability, or content of these services.

You acknowledge that third-party services, including but not limited to Stripe and blockchain wallets used for USDC donations on Base, may experience outages, security vulnerabilities, or other technical failures. Shibuya disclaims any liability for losses or damages arising from issues with these services.

1. User Information and Privacy Our Privacy Policy, incorporated herein by reference, governs the collection and use of your personal information. We do not knowingly collect data from users under 18. If you are under 18, do not use the Platform.

2. Infringing Content If you believe your copyright has been infringed on the Platform, contact our Copyright Agent at legal@shibuya.xyz with:

• Your contact information (address, phone, email).
• A description of the copyrighted work.
• The location of the alleged infringement.
• A statement of good faith belief that the use is unauthorized.
• Your signature (electronic or physical).
• A statement under penalty of perjury affirming accuracy and authorization.

Shibuya may remove allegedly infringing content but is not liable for errors in this process.

1. Representations and Warranties You represent and warrant that:

• You are of legal age and have the authority to enter this agreement.
• Your use of the Platform complies with all applicable laws.
• You are not subject to economic sanctions or located in a sanctioned jurisdiction (e.g., Crimea, Cuba, Iran, North Korea, Syria).

1. Indemnification You agree to indemnify and hold harmless Shibuya, its affiliates, and their respective officers, employees, and agents from any claims, losses, or damages (including legal fees) arising from your use of the Platform, violation of these TOS, or infringement of third-party rights.

2. Disclaimer of Warranties The Platform is provided "as is" and "as available," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement. Shibuya does not guarantee uninterrupted, secure, or error-free operation of the Platform.

3. Limitation of Liability Shibuya's total liability for any claims arising from these TOS or your use of the Platform is limited to $420.69. We are not liable for indirect, incidental, special, or consequential damages, even if advised of their possibility.

4. Acknowledgement of Risks You acknowledge and accept risks associated with:

• Blockchain Technology: Volatility, technical failures, hacking, or regulatory changes may affect USDC cryptocurrency donations on Base or Platform functionality.
• Crowdfunding: Projects may fail to deliver, and Shibuya is not responsible for such outcomes.

Shibuya is not liable for losses stemming from these risks.

1. Dispute Resolution Arbitration: Except for small claims, all disputes arising from these TOS will be resolved through binding arbitration in New York, NY, administered by the American Arbitration Association under its Consumer Arbitration Rules.

No Class Actions: Disputes will be resolved individually, not as part of a class, consolidated, or representative action, unless both parties agree otherwise in writing.

Opt-Out: You may opt out of arbitration within 30 days of agreeing to these TOS by emailing legal@shibuya.xyz with your name and address.

Court Jurisdiction: Non-arbitrated disputes will be resolved in state or federal courts in New York County, New York.

1. Termination Shibuya may terminate or suspend your access to the Platform at any time, with or without cause or notice. Obligations such as indemnification and dispute resolution survive termination.

2. Governing Law These TOS are governed by the laws of the State of New York, without regard to its conflict of law provisions. Any non-arbitrated legal actions must be brought in New York County, New York.

3. Miscellaneous These TOS, along with the Privacy Policy, constitute the entire agreement between you and Shibuya.

Amendments must be in writing and signed by an authorized Shibuya representative.

If any provision is found invalid, the remaining provisions remain enforceable.

Contact: For questions, email legal@shibuya.xyz.

Last Modified: May 5, 2025