Institutional
Compliance Gateway
Risk Management Matrix
| Risk Factor | Institutional Protection |
|---|---|
| Construction Delay | "Good Faith" clause allows timeline adjustments based on regulatory/supply permitting. |
| IP License Failure | Contract permits "Alternative Content" substitution to maintain project viability. |
| Government Audit | 50% of prepayments are secured in a partner Japanese Bank Trust Account (Escrow). |
| Crypto Volatility | All refunds are calculated in JPY equivalent value at the moment of original deposit. |
Sections
1. Good Faith Development 2. Shikikin (Deposit) Model 3. FIEA Crypto Framework 4. FEFTA Reporting 5. STO Addendum1. Master Participation Agreement (MPA)
Effective Date: April 2026
This Master Participation Agreement ("Agreement") governs the relationship between Amanga Development K.K. (the "Company") and any Participant, Sponsor, or Founder (the "Participant") participating in the Amanga Park Digital Infrastructure Project.
1.1 Development & Force Majeure
Amanga Park is a complex infrastructure project involving decentralized governance and physical construction. While the Opening Date is targeted for Q4 2027, all participants acknowledge that construction is subject to: (i) Issuance of Building Permits by Tokyo local authorities; (ii) Finalization of Intellectual Property (IP) licensing tranches; and (iii) Global supply chain and semiconductor stability for immersion zones.
In the event of a delay exceeding 12 months beyond the target date due to Force Majeure (including seismic events, pandemic protocols, or regulatory changes to the Content Infrastructure Act), the Company shall provide a revised roadmap. Delays under these conditions do not constitute a breach of contract, provided the Company acts in (**Shinsetsu-Seijitsu**) Good Faith to resume development at the earliest possible window.
2. Shikikin (Deposit) Architecture
2.1 Nature of Sponsorship Funds
To ensure strict compliance with the Japanese **Shusshi-ho** (Act Regulating the Receipt of Contributions), the "Sponsorship Deposit" is legally defined as a refundable commercial security deposit (**Shikikin**). Its primary purpose is to secure priority Brand Residency and leasehold rights within Amanga Park physical or digital zones.
These funds are **not an investment**, and no interest, dividend, or "passive yield" is guaranteed or implied. The Participant acknowledges that they are securing a future service access right.
2.2 Refund Policy
Deposits are fully refundable (minus a 10% administrative and processing fee) if the project is formally cancelled by the Company Board of Directors. If a Sponsor withdraws voluntarily before the formal Construction Permit is issued, a 50% "reservation holding fee" will be retained by the Company. Once physical groundbreaking begins, deposits are locked until the conclusion of the initial lease or residency term.
3. FIEA 2026 Crypto-Utility Framework
3.1 Digital Asset Classification
Amanga Founders Keys (NFTs) are classified as **Utility Tokens** under the 2026 Amendments to the Financial Instruments and Exchange Act (FIEA). They are designed solely for park access, digital identity verification, and community quest governance. They do not constitute "Securities" or "Programmed Dividend Assets."
3.2 Travel Rule & KYC
In alignment with the April 2026 Travel Rule enforcement, all transfers of Founders Keys on secondary regulated markets require mandatory KYC (Know Your Customer) verification for all transactions exceeding an equivalent value of ¥100,000. All participants must register via a 2026-compliant gateway (e.g., TrustDock) prior to activation of Tier-1 utility perks.
4. FEFTA Reporting & Disclosure
4.1 Mandatory Nationality Disclosure
As per the April 2026 Real Estate Nationality Disclosure Requirement, all Commercial Residents and Legend-Tier Sponsors must disclose their legal nationality of origin. This data is held securely and only disclosed to the Ministry of Land, Infrastructure, Transport and Tourism (MLIT) upon audit.
4.2 FEFTA Reporting Thresholds
The Participant acknowledges that any single payment or tranche received from outside Japan exceeding ¥30,000,000 will be formally reported to the Ministry of Finance under the **Foreign Exchange and Foreign Trade Act (FEFTA)**. Participation is contingent upon the successful completion and approval of these mandatory regulatory filings.
5. STO Portal Addendum
5.1 Asset-Backed Security Token Rights
The Amanga Digital Bonds available via the STO Portal are asset-backed security tokens issued under the asset liquidation framework. These tokens represent the Participant's right to specified revenue-sharing allocations derived from park operations, distinct from the company's equity. This distinction is maintained to satisfy the Financial Services Agency (FSA) requirements for digital industrial bonds. QII status is verified strictly at a per-wallet level.
Notice: This agreement is subject to the exclusive jurisdiction of the Tokyo District Court. For the full 2026 Master Participation Agreement (Institutional Edition), please contact the Amanga Legal Office via your verified STO login.