TERMS AND CONDITIONS OF USE

Thank you very much for visiting the MORK website. MORK is a social shopping service by which fashion items and other goods and services can be purchased through the Internet. MORK is available only to those who have agreed to these MORK Terms and Conditions of Use set forth below, which apply to any and all individuals and entities who use MORK. All users are requested to be aware that, by using MORK, they are deemed to have agreed to these Terms and Conditions of Use. If you cannot agree to or understand any term or condition set forth herein, please refrain from using MORK. In addition, each user has the opportunity to consult their lawyer or other specialist about these terms and conditions before agreeing hereto and beginning to use MORK.

CHAPTER I GENERAL PROVISONS; MEMBERSHIP

Article 1. Definitions

“Company” means MORK, LLC;
“Services” means the international social shopping service which the Company operates under the name of “MORK”. Each purchase and sale of goods performed via the Services shall be a direct transaction between an Exhibiting Member and a Purchasing Member, and the Company only provides the Services as a platform enabling such direct transactions;
"Website" means the website (http://mork.mmm.me) through which the Services are provided;
"Terms"means these Terms and Conditions of Use. If the Company establishes any special provisions, user information handling rules (privacy policies), user guidelines, notes for use, help desk rules, FAQ, or other rules relating to the Services in addition to these Terms, such rules, guidelines or terms shall collectively form part of these Terms;
"User" means any individual or corporation that uses the Services, including any Member defined in the following item and any other non-Member individuals and corporations using the Services;
"Member" means an individual or corporation who has gone through the membership registration procedure to use the Services as prescribed by the Company and whose registration has been accepted by the Company. A Member exhibiting and selling goods via the Services is hereinafter referred to as an “Exhibiting Member” and a Member purchasing such goods is hereinafter referred to as a “Purchasing Member”. An Exhibiting Member may be also called a “Personal Shopper” “Personal Service Provider”or "Shop"in the Services;
"Membership Registration Applicant"means an individual or corporation that applies for a membership registration for the Services in accordance with relevant procedures prescribed by the Company;
"Registered Information" means any and all information registered by each User with the Services (including but not limited to the User’s e-mail address, member ID and password) and other information registered by the User with any other services used in connection with use of the Services (such other services including but not limited to the Apple App Store services and platform services of other application providers);
"Exhibition Price" means the respective price of goods exhibited under the Services by an Exhibiting Member;
"Terminal Device" means a computer, tablet, smart phone, and other terminal device, through which a Member can use the Services; and
Any of the expressions such as “breach of these Terms”, “in breach of these Terms”, “violation of these Terms” and “in violation of these
Terms” shall include the case where a warranty set forth in these Terms contains any false statement.

Article 2. Purpose of these Terms

These Terms stipulate the conditions for using the Services that shall apply to any and all persons who use the Services, regardless of whether with or without compensation. These Terms shall apply to any and all Members, regardless of the types of membership (Exhibiting Member or Purchasing Member), and, in addition, to any parties who use the Services without membership registration.
Each party using the Services shall be required to agree to these Terms and, if failing to agree, shall not be entitled to use the Services.

Article 3. Membership Registration

Each User may not cause any false information to be registered and must always keep all registered information true and correct, not only during membership registration but also at all times during usage of the Services.
If a Membership Registration Applicant falls under any of the items below, the Membership Registration Applicant may not register as a Member. Further, if the Company determines that the Membership Registration Applicant falls under any of the items below, the Company may reject its registration application. Even if the Membership Registration Applicant or any third party suffers any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) as a result of such rejection by the Company, the Company shall not be liable for such damage, loss, expenses, etc. (whether based on contract, tort or any other legal theory), regardless of the foreseeability thereof.
1. The Membership Registration Applicant is to register false information during membership registration;
2. The Membership Registration Applicant is already a Member at the time when application for the membership registration is filed;
3. The Membership Registration Applicant had in the past been subjected to suspension of membership, compulsory withdrawal, restriction on use of the Services or similar measures taken by the Company;
4. There has occurred any dispute (including not only litigation, but also any and all other disputes such as complaints or demands) with another User or a third party in relation to the Services, regardless of the Membership Registration Applicant’s intentional act/omission or negligence thereto or otherwise;
5. The Membership Registration Applicant has conducted, or is likely to conduct, any act in violation of these Terms;
6. The Membership Registration Applicant is an organized crime group or a member thereof, or 5 years have not passed since the Membership Registration Applicant ceased being a member of an organized crime group, or is a quasi-member of an organized crime group or a company related thereto, or a racketeer, a group engaging in criminal activities under the pretext of conducting social campaigns or political activities, or a crime group specialized in intellectual crimes, or a group or individual that pursues economic profits through the use of violence, threats and fraud, or an equivalent thereof (collectively,“Anti-Social Forces”), or if it becomes clear that the Membership Registration Applicant falls under any of the following matters:
  1. Having the relation in which it is deemed that an Anti-Social Force holds control over the Membership Registration Applicant’s management;
  2. Having the relationship in which it is deemed that an Anti-Social Force is substantially involved with the Membership Registration Applicant’s management;
  3. Having the relationship in which it is deemed that the Membership Registration Applicant is using an Anti-Social Force unjustifiably, for the purpose of ensuring unjustified benefits to the Membership Registration Applicant or any third party, or for the purpose of inflicting harm to any third party;
  4. Having the relationship in which it is deemed that the Membership Registration Applicant is engaged in providing funds to etc. or otherwise benefiting an Anti-Social Force;
  5. An officer of the Membership Registration Applicant or other person substantially involved with the management of the Membership Registration Applicant has any socially condemnable relationship with an Anti-Social Force; or
  6. Having ever indicated to the Membership Registration Applicant’s relationship or his, her or its related party’s relationship with an Anti-Social Force.
7. With respect to terms of use of any services provided by the Company or its affiliate other than the Services (hereinafter referred to as “Other Services”), the Membership Registration Applicant falls under any of the following matters:
  1. Having in the past been subjected to suspension of membership, compulsory withdrawal, restriction on use of the Other Services or similar measures taken by the Company;
  2. Having occurred any dispute (including not only litigation, but also any and all other disputes such as complaints or demands) with another user of the Other Services or third party in relation thereto, regardless of the Membership Registration Applicant’s intentional act/omission or negligence thereto or otherwise; or
  3. Having violated, or is likely to violate, the rules for the Other Services (including the use terms, special provisions, privacy policies, various user guidelines, notes for use, help desk rules, FAQ, etc.);
8. It is likely that the grant of membership of the Membership Registration Applicant will interfere with the business operations of the Company or technical aspects thereof; or
9. Otherwise, the Company determines that the grant of membership to the Membership Registration Applicant is inappropriate.
If there is any change in information submitted for the membership registration of a Member, such Member must immediately take the relevant procedures for modification of the membership registration as prescribed by the Company. Each Member shall be responsible for management of its information in the membership registration and modification thereof, in the manner such that the Member’s membership registration information shall always remain updated and correct.
If, despite there having occurred any change in information contained in a Member’s membership registration, such Member fails to make modification of the membership registration by performing the procedure prescribed by the Company, the Company may deem that the membership registration remains as before. In addition, even after the membership registration is modified by the Member, the Company may handle any transactions or procedure made before such modification according to the information registered before the modification.
The Company shall not be liable (whether based on contract, tort or any other legal theory) for any damage, loss, expenses, etc. resulting from a Member’s breach of this Article 3 (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees), regardless of foreseeability thereof.

Article 4. Minors

Any individuals under the age of 18 shall be prohibited from using the Services. For any minor above the age of 18 who uses the Services, consent of the parent or legal guardian of such minor shall be required. Therefore, any minor intending to use the Services must ask his/her parent or legal guardian to read these Terms before using the Services. When a minor uses the Services, it shall be deemed that consent from his/her parent or legal guardian has been duly obtained.

Article 5. Representations and Warranties of Exhibiting Member

Each Exhibiting Member hereby represents and warrants to the Company that, throughout the period during which the Exhibiting Member uses the Services, the following matters shall all be true and correct:

The Exhibiting Member will comply with these Terms;
The Exhibiting Member will not exhibit any goods in violation of Article 11, Paragraphs 1 or 2 hereof;
In the case where, in using the Services (including but not limited to the sale, import and export of goods), any license, permission, sanction, approval by, registration with, notification to and so on of a court, government agency or other authorities is required, the Exhibiting Member has duly and properly acquired or performed them;
There is no restriction on, or interference with, a Purchasing Member’s acquisition of titles to, or use of, goods sold by the Exhibiting Member via the Services; and
In the case where, when selling goods to a Purchasing Member, the Exhibiting Member owes the obligation to pay the price of the goods to a store or another party from which or whom the Exhibiting Member sourced and purchased the goods, it will duly fulfill such obligation.

Article 6. Registered Information

If any Registered Information is inputted when the Services are used, the Company shall deem that the User recorded as the registrant of such inputted Registered Information is the person using the Services in such case.
Even if any third party uses the Services by inputting Registered Information of a User without such User’s consent, the Company shall not be liable (whether based on contract, tort or any other legal theory) for any damage, loss, expenses, etc. suffered by the User as a result of such unauthorized use (including but not limited to direct, indirect, direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees), regardless of the foreseeability thereof.
Only Users whose Registered Information has been genuinely registered in the system may use the Services. Under no circumstance shall a User be allowed to use a third party’s Registered Information to use the Services. Each User must strictly manage and keep confidential its Registered Information in order to make sure that such Registered Information will not be used by any other third party for accessing or otherwise using the Services. Further, each User shall not permit any third party to use its Registered Information, or assign, sell, lend, lease or pledge its Registered Information to or for any other third party, or otherwise allow any other third party to use the Services in place of the User.
If a User suspects that its Registered Information has been fraudulently used or security of its Registered Information has been compromised in operation of the Services, the User must immediately notify the Company thereof.

Article 7. Membership Withdrawal

If a Member desires to withdraw from membership, it may do so by performing the relevant procedures prescribed by the Company; provided, however, that, if there are any payment or transactions outstanding at the time when the Member performs the withdrawal procedure, the Member may not immediately withdraw from membership. Such Member shall duly proceed with and complete the settlement of such outstanding payment or transactions according to these Terms without delay, before performing the procedures for withdrawal from membership.
If a Member falls under any of the matters listed below, such Member must immediately withdraw from membership in accordance with the preceding paragraph. Further, if the Company determines that the Member falls under any of the matters below, the Company may take all measures it deems appropriate, such as suspension of membership, compulsory withdrawal, or restriction on use of the Services. Even if the User or any third party suffers any damage, loss, expenses, etc. (including but not limited to direct, indirect, direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) as a result of such measures, the Company shall not be liable for such damage, loss, expenses, etc. (whether based on contract, tort or any other legal theory), regardless of the foreseeability thereof：
1. The Member caused any false information to be registered during membership registration;
2. The Member has been registered multiple times;
3. The Member had in the past been subjected to suspension of membership, compulsory withdrawal, restriction on use of the Services or similar measures taken by the Company;
4. There had occurred any dispute (including not only litigation, but also any and all other disputes such as complaints or demands) with another User or a third party in relation to the Services, regardless of the Member’s intentional act/omission or negligence thereto or otherwise;
5. The Member has conducted, or is likely to conduct, any act in violation of these Terms;
6. It becomes clear that the Member is a member of an Anti-Social Force or falls under any of the following items:
  1. Having the relation in which it is deemed that an Anti-Social Force holds control over the management of the Member;
  2. Having the relationship in which it is deemed that an Anti-Social Force is substantially involved with the management of the Member;
  3. Having the relationship in which it is deemed that the Member uses an Anti-Social Force unjustifiably, for the purpose of ensuring unjustified benefits of the Member or any third party, for the purpose of inflicting harm to any third party or otherwise;
  4. Having the relationship in which it is deemed that the Members is engaged in providing funds, etc. to or otherwise benefiting an Anti-Social Force;
  5. An officer of the Member or other person substantially involved with the management of the Member has any socially condemnable relationship with an Anti-Social Force; or
  6. Having ever indicated to the Member’s relationship or his, her or its related party’s relationship with an Anti-Social Force.
7. In terms of use of any Other Services, the Member falls under any of the following items:
  1. Having in the past been subjected to suspension of membership, compulsory withdrawal, restriction on use of the Other Services or similar measures taken by the Company;
  2. Having occurred any dispute (including not only litigation, but also any and all other disputes such as complaints or demands) with another user of the Other Services or third party in relation thereto, regardless of the Member’s intentional act/omission or negligence thereto or otherwise; or
  3. Having violated or likely to violate the rules for the Other Services (including the use terms, special provisions, privacy policies, various user guidelines, notes for use, help desk rules, FAQ, etc.);
8. Having occurred any dispute (including not only litigation, but also any and all other troubles such as complaints or demands) with another User or a third party in relation to the Services, regardless of the Member’s intentional act/omission or negligence thereto or otherwise;
9. The Company determines that the Member has not used the Services for a long period of time;
10. The Company determines it is likely that the Member’s Registered Information has been unjustly used (including the case where any Registered Information has been inputted by error in the Services);
11. The Company determines that the Member has made numerous or frequent transaction cancellations via the Services;
12. It is likely that continuation of membership by the Member will interfere with the business operations of the Company or technical aspects thereof; or
13. The Company otherwise determines that such withdrawal is necessary.
Upon withdrawal of a Member (including the case of compulsory withdrawal pursuant to the above Paragraph or other provisions of these Terms), the following shall apply to such Member:
1. With respect to the Services, such services which are available only to Members shall become unavailable to the withdrawn Member;
2. The withdrawn Member shall not be exempted from the obligations already owed as of the time of withdrawal; and
3. The withdrawn Member will remain bound, even after withdrawal, by these Terms (without but not limited to the provisions regarding disclaimer of the Company) regarding the withdrawn Member’s acts and events that have occurred before the withdrawal, and matters caused thereby.

Article 8. Prohibited Acts

In using the Services, each User shall be prohibited from conducting the following acts:
1. Any act in violation of applicable laws or regulations (including laws or regulations of a country other than Japan, if such laws or regulations are applicable) or these Terms;
2. Any act of assisting, soliciting, forcing or encouraging the violation of applicable laws or regulations (including laws or regulations of a country other than Japan, if such laws or regulations are applicable) or these Terms;
3. Any act against public order and morality, or common sense;
4. Any act of infringing on a copyright or other intellectual property right, honor, social credibility, privacy, right of likeness, right of publicity, or any other right or interests of another party;
5. Any act of causing mental, economic or other damage to any third party;
6. Sexual, obscene or violent acts or expressions, or any acts that are offensive to or have any adverse influence on third parties;
7. Any act that are likely to lead to any form of discrimination;
8. Any acts of swindling, violence or use of threatening language;
9. Any act of assisting, soliciting, forcing or encouraging suicide attempts, group suicide, self-injury, use of illegal or quasi-legal drugs, or the like;
10. Any act likely to be judged a solicitation to multilevel marketing or pyramid scheme (Ponzi scheme);
11. Any act with the purpose of promoting and advertising any products or services other than the Services;
12. Any act that are against the spirit of the Services or these Terms, or that interferes with the operation of the Services;
13. Any act of impersonating another person;
14. Any act of using the Services via another person’s Registered Information;
15. Any act of transmitting or posting any personal information of such User him/herself or another person (including but not limited to the real name, home address, e-mail address or telephone numbers) on the Services;
16. Any act of using, outside the Services, all or part of the contents, data, information, system, functions, programs, etc. of the Services;
17. Any act of adding a link to or writing a URL of any website or resources not operated by the Company on the Website;
18. Any act of directly contacting another User outside the Services (including exchanging contact information with another User outside the Services), or any act of direct transactions with another User outside the Services;
19. Any act of inducing an act referred to in the immediately preceding Item;
20. Any act of endangering the security of the Services;
21. Any act of transmitting computer viruses or the like that has adverse influence on computer equipment, communication circuit lines, software, etc.;
22. Any act that has adverse influence on servers or networks that are involved with the Services;
23. Any act of unauthorized access to any system having relation to the provision of the Services by the Company;
24. Any act of accessing the Services in any method other than through the interface provided by the Company;
25. Any act of circumventing technical restrictions on software, application, etc. provided on the Services;
26. Any act of exploiting security loopholes, errors, bugs, etc. of the systems and software related to the Company’s websites (including the Website);
27. Any act of decoding system, software, protocol, or other matters related to the Company’s websites (including the Website) by reverse engineering, disassembling, or other method;
28. Any act of falsifying, altering or otherwise changing the system, software, protocol, or others related to the Company’s websites (including the Website);
29. Any act reproducing or making secondary use of system, software, protocol, or other related to the Company’s websites (including the Website);
30. Any act likely to fall under any of the foregoing;
31. Any act likely to assist, solicit, force or encourage any of the above acts; or
32. Any other acts that the Company determines inappropriate and prohibits therefor.
If a User conducts any of the prohibited acts listed above, such User shall assume full liability for such act, including compensation for damage suffered by other Users or third parties as the result of the prohibited act, regardless of such User’s intentional act/omission or negligence thereto or otherwise, and shall indemnify and keep harmless the Company from liability therefor. The Company shall not be liable (whether based on contract, tort or any other legal theory) for any damage, loss, expenses, etc. due to such prohibited acts (including but not limited to direct, indirect, direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees), regardless of the foreseeability thereof.
If the Company suffers any damage, loss, expenses, etc. (including but not limited to direct, indirect, direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) resulting from any of the prohibited acts listed in Paragraph 1 of this Article by a User (including the case where any third party claims liability for damage against the Company), such User must compensate and indemnify the Member for such damage.
If any act is conducted with respect to which the Company determines to fall under any of the prohibited acts listed in Paragraph 1 of this Article, or if the Company determines it to be necessary for any other reason, the Company may, without prior notice, take measures (including but not limited to disclosure of information in response to claims by a person asserting that any of such person’s rights has been infringed by a User) to prevent the occurrence of or to mitigate damages due to the prohibited act, or take any other measures that it deems appropriate, regardless of any User’s intentional act/omission or negligence thereto or otherwise. Even if any User or any third party suffers any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) as a result of such measures taken by the Company, the Company shall not be liable for such damage, loss, expenses, etc. (whether based on contract, tort or any other legal theory), regardless of the foreseeability thereof.

Article 9. User’s Liability

Each User shall be solely liable for its own use of the Services, and may not cause any inconvenience or damage to another User, a third party or the Company via the User’s use of the Services.
If any User causes damage to another User, a third party or the Company in relation to its use of the Services, such User shall compensate for such damage at its expense and responsibility, and may not cause any inconvenience or damage to the Company in relation to such damage on another User or a third party.
If any User conducts any act that violates these Terms or any fraudulent or illegal act, such User must compensate and indemnify the Company for the damage, loss, expenses, etc. incurred by the Company due to such act (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees).
If any dispute (including not only litigation, but also any and all other disputes such as complaints or demands) arises between a User and a third party in relation to the Services, such User shall settle the dispute at its expense and responsibility. If the Company incurs any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) in relation to such dispute, such User must compensate and indemnify the Company for such damage, loss, expenses, etc.

CHAPTER II XHIBITION OF GOODS

Article 10. Exhibition of Goods

Each Exhibiting Member may exhibit goods which the Exhibiting Member desires to sell via the Services, in manners prescribed by the Company, on the condition of not violating any applicable laws or regulations, not violating provisions of any relevant agreements, and not infringing on any rights of third parties. Each Exhibiting Member may also exhibit services collateral to such sale of goods via the Services (including delivery and packaging services thereto), on the condition of not violating any applicable laws or regulations, not violating provisions of any relevant agreements, and not infringing on any rights of third parties.
Each Exhibiting Member shall comply with the following requirements:
1. Legal regulation on parallel imports differ from country to country. Each Exhibiting Member must, throughout the period in which the Exhibiting Member uses the Services and at the Exhibiting Member’s expense and responsibility, confirm that any parallel import of goods by itself and/or the Purchasing Member is not in violation of any applicable laws or regulations (including laws or regulations of a country other than Japan, if such laws or regulations are applicable) and not infringing on a third party’s copyright or other right (including rights other than intellectual property rights).
2. Each Exhibiting Member must confirm, throughout the period in which the Exhibiting Member uses the Services and at the Exhibiting Member’s expense and responsibility, that the exhibition, sale, delivery and other aspects of fulfillment of the purchase and sale agreement of goods which the Exhibiting Member sells via the Services are not in violation of any applicable laws or regulations (including laws or regulations of a country other than Japan, if such laws or regulations are applicable), nor are restricted by any applicable laws or regulations threatening to prevent the fulfillment of such purchase and sale agreement (including laws or regulations　of a country other than Japan, if such laws or regulations are applicable).
3. Each Exhibiting Member must determine which party (either the Exhibiting Member or the Purchasing Member) will bear the shipping charge of goods, and clearly express such condition when goods are exhibited, in a manner easily understood by Purchasing Members.
4. Each Exhibiting Member must, when exhibiting goods, specify the type of duties, taxes, customs clearing charges and other expenses categories payable by Purchasing Members (besides the Exhibition Price and the settlement system fee), if any.
Each Exhibiting Member may determine the Exhibition Prices of goods which the Exhibiting Member exhibits at its discretion, but within certain upper and lower limits set by the Company from time to time. If the Purchasing Member is required to bear consumption taxes, value added taxes, etc. on the price of specific goods based on applicable laws and regulations which are payable by the Exhibiting Member on behalf of the Purchasing Member, the Exhibition Price of the goods set by the Exhibiting Member shall be inclusive of such taxes, etc.
The Company may provide functions allowing Exhibiting Members to, through the Services, exhibit goods on platforms or e-commerce sites other than the Services. Details of such functions shall be separately determined by the Company.

Article 11. Prohibited Goods

Exhibiting Members shall be prohibited from exhibiting the following goods via the Services:
1. Firearms, fake guns, air guns, stun guns, firearm components, bullets, shells, harquebus rifles and other old-style guns, and all other firearms, swords, knives and blades of which sale, possession and import/export are prohibited under applicable laws and regulations (including laws and regulations of a country other than Japan, if such laws and regulations are applicable);
2. Narcotics, opium, stimulants, psychotropic drugs and other drugs; hemp, opium poppy and similar plants;
3. Poisonous substances, deleterious substances, gunpowder and other hazardous substances;
4. Items obtained through theft, robbery, fraud, blackmailing or other crimes;
5. Counterfeit currencies, credit cards, seals and documents;
6. Items threatening to be used for crimes (including but not limited to driver licenses, passports, health insurance certificates or other self-identification documents, cellular phones capable of call, credit cards, unlocking tools, data-skimming devices, receipts, and personal information);
7. Paper currencies, coins, stamps, gift cards, securities (including but not limited to checks, bills, notes and share certificates), lottery tickets, winning horseracing tickets, concert/theater/sports-game tickets, air tickets, passenger tickets, any other tickets having monetary values;
8. Human bodies, organs, cells and blood;
9. Animals;
10. Foods, health foods, beverages and alcohols (including but not limited to commercially available processed products and supplements);
11. Cigarettes, cigars and other tobacco products;
12. Fire extinguishers and laser pointers;
13. Real estate;
14. Medicines, quasi-medicines, cosmetics and healthcare products (however, the Company may separately designate the types of such items which Exhibiting Members are allowed to exhibit);
15. Goods whose sale, possession or import is regulated by applicable laws and regulations (including laws and regulations of a country other than Japan, if such laws and regulations are applicable) or relevant agreements, besides the foregoing;
16. So-called quasi-legal drugs;
17. Sexually-related products (including but not limited to pornographic videograms, pornographic photo books and pornographic products related to children and minors);
18. Products including violent expression;
19. Products including any expression likely to lead to discrimination by race, religion, sex, age, etc.;
20. Products related to gambling such as horse-racing, greyhound racing and casino;
21. Products against public order and morality, other than ones referred to in the preceding five Items;
22. Imitations using any existing brand name, logo mark or product designs, or names, marks and designs similar or analogous thereto, without approval for the use thereof by the relevant right holders (including products whose genuineness cannot be proved by evidence by an Exhibiting Member);
23. Products obtained through non-regular sales routes (including but not limited to defective products and oddments);
24. Products which were purchased from a regular dealer but, thereafter, altered, processed, arranged, dissolved, opened, subdivided, etc.;
25. Products whose origins Purchasing Members are likely to mistake;
26. In addition to ones referred to in the preceding four Items, products which infringe on another party’s trademark right, copyright or other intellectual property right, honor, social credibility, privacy, right of likeness, right of publicity or other right or interests;
27. Articles not for general sale such as samples and novelty goods (however, the Company may separately designate such articles whose sale are permitted);
28. Products purchased at any shop or website separately designated by the Company;
29. Products likely to fall under any of the foregoing; and
30. Other products which the Company may designate as goods which Exhibiting Members may not exhibit in the Services.
Each Exhibiting Member may exhibit so-called “new old stock” (products which were purchased for use but which remain unused) in the Services, on the condition of not violating any applicable laws or regulations , not violating provisions of any relevant agreements, and not infringing on any rights of third parties; provided, however, that if, for sale of such articles, any regulatory license, permission, sanction, approval, registration or notification is required under applicable laws or regulations , the Exhibiting Member shall duly and appropriately obtain or perform such license, etc. at its expense and responsibility.
If an Exhibiting Member exhibits any goods in violation of this Article, the Exhibiting Member shall be fully liable to Users or third parties who have suffered damage as a result of such act, including the liability for damages, and, regardless of the Exhibiting Member’s intentional act/omission or negligence thereto or otherwise, indemnify and keep harmless the Company from such liability. The Company shall not be liable (whether based on contract, tort or any other legal theory) for any damage, loss, expenses, etc. incurred as a result of such a prohibited act (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees), regardless of the foreseeability thereof.

Article 12. Cancellation of Exhibition of Prohibited Goods, etc.

The Company may request an Exhibiting Member to provide such information and other materials as the Company deems necessary to confirm that the Exhibiting Member is not in violation of Paragraphs 1 or 2 of the preceding Article. In such a case, the Exhibiting Member must immediately provide the requested information and other materials to the Company.
In the case where the Company determines that an Exhibiting Member is in violation of Paragraphs 1 or 2 of the preceding Article, or where any goods exhibited are ones where transaction settlement is prohibited by the terms for use or other rules of the credit card companies or other settlement service companies usable under the Services, or where the Company otherwise deems the exhibition of any goods inappropriate for any other reason, the Company may, without prior notice and regardless of any Exhibiting Member’s intentional act/omission or negligence thereto or otherwise, cancel or suspend the exhibition of such goods or take any other appropriate measures. Even if a User or third party suffers any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) as a result of such measures, the Company shall not be liable for such damage, loss, expenses, etc. (whether based on contract, tort or any other legal theory), regardless of the foreseeability thereof.

Article 13. Prohibited Acts of Exhibiting Member

Each Exhibiting Member shall be further prohibited from conducting the following acts, in addition to the prohibited acts provided for in Article 8 hereof:
1. Act of exhibiting goods despite the Exhibiting Member having no intention to offer them for sale;
2. Act of exhibiting a single article multiple times;
3. Act of setting an Exhibition Price exceeding the upper limit set by the Company or an Exhibition Price going below the lower limit set by the Company；
4. Act of exhibiting goods of a quantity exceeding the upper limit set by the Company;
5. Act of exhibiting goods in a category, brand name or theme which is likely to induce mistakes by Purchasing Members;
6. With respect to exhibited goods or terms for transactions thereof, to register or post in the Services any false information, information likely to induce mistakes by Purchasing Members, or information having no relation to such goods or terms of transactions (including failure to register or post any information necessary for the reasonable judgement by Purchasing Members);
7. Act of posting in the Services any images likely to induce mistakes by Purchasing Members, or images having no relation to subject goods;
8. Act intending to improperly manipulate the search result by a search engine;
9. Act of posting in the Services any document or image infringing on another party’s copyright or other intellectual property right, honor, social credibility, privacy, right of likeness, right of publicity or other right or interests (including but not limited to images of celebrities or images of products shot by other persons);
10. Act of failing to answer a Purchasing Member’s question, or act of giving a false answer or answer likely to induce mistakes by Purchasing Members; and
11. Act of, after conclusion of any transactions in the Services, shipping the subject goods to the Purchasing Member without confirming at the Exhibiting Member’ responsibility that there is no defect in the goods (including but not limited to the act of causing the subject goods to be shipped to the Purchasing Member directly from a store where the goods were sourced and purchased by the Exhibiting Member).
If an Exhibiting Member conducts any act prohibited in the preceding Paragraph, the Exhibiting Member shall be fully liable to Users or third parties who have suffered damage as a result of such act and, regardless of such Exhibiting Member’s intentional act/omission or negligence thereto or otherwise, indemnify and keep harmless the Company from such liability. The Company shall not be liable (whether based on contract, tort or any other legal theory) for any damage, loss, expenses, etc. incurred as a result of such prohibited act (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees), regardless of the foreseeability thereof.
If the Company incurs any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) due to an Exhibiting Member’s act in violation of Paragraph 1 of this Article (including the case where a third party institutes a lawsuit against the Company in relation to such an act), the Exhibiting Member shall compensate the Company therefor.
If any act that the Company determines falls under any of the prohibited acts listed in Paragraph 1 of this Article is conducted, or if the Company determines it necessary for any other reason, the Company may, without prior notice and regardless of any Exhibiting User’s intentional act/omission or negligence thereto or otherwise, take measures to prevent the occurrence of or to mitigate damage due to the prohibited act or take any other measures that the Company deems appropriate. Even if the Exhibiting Member, another User or a third party suffers any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) as a result of such measures taken by the Company, the Company shall not be liable for such damage, loss, expenses, etc. (whether based on contract, tort or any other legal theory), regardless of the foreseeability thereof.

CHAPTER III TRANSACTIONS

Article 14. Conclusion of Agreement, Disclaimer on Merchantability and Suitability for Particular Purpose

A purchase and sale agreement of any goods shall be regarded as established between the Exhibiting Member exhibiting the goods and the Purchasing Member thereof, as of the time when the Purchasing Member completes the relevant procedures for purchase of the goods.
An Exhibiting Member of goods shall deliver the goods purchased by a Purchasing Member to the Purchasing Member on a strictly as-is basis. No warranties on merchantability, quality, recency, usefulness, safety and suitability for any particular purpose shall be provided from the Exhibiting Member to the Purchasing Member.
In performing the relevant procedure for purchase of goods, a Purchasing Member must comply with the following requirements:
1. Legal regulation on parallel imports differ from country to country. Each Purchasing Member must, at its expense and responsibility, confirm that any parallel import of goods by itself is not in violation of any applicable laws or regulations (including laws or regulations of a country other than Japan, if such laws or regulations are applicable) and not infringing on a third party’s copyright or other right (including rights other than intellectual property rights).
2. Each Purchasing Member must, at its expense and responsibility, confirm that the purchase, shipping and other aspects of fulfillment of the purchase and sale agreement of goods are not in violation of any applicable laws or regulations (including laws or regulations of a country other than Japan, if such laws or regulations are applicable), nor are restricted by any applicable laws or regulations threatening to prevent the fulfillment of such purchase and sale agreement (including laws or regulations of a country other than Japan, if such laws or regulations are applicable).
3. Each Purchasing Member must, at its expense and responsibility, confirm whether or not there are any duties, taxes, customs clearing charges and other expenses payable by the Purchasing Member, other than the Exhibition Price and the settlement system fee.
4. Each Purchasing Member must designate the destination for shipping of the goods within the countries and regions separately designated by the Company, and shall be prohibited from designating any other country or region as the shipping destination.

Article 15. Delivery and Settlement

If a purchase and sale agreement of goods is concluded as stipulated in the preceding Article, the Exhibiting Member shall be obligated to source and purchase the subject goods and deliver the goods to the Purchasing Member in the prescribed manner, except for the case where the agreement is cancelled on the basis of Article 17, Paragraph 2 hereof. If, with respect to such transactions, any duties, taxes, customs clearing charges, etc. are incurred by the Purchasing Member under applicable laws and regulations (including laws and regulations of a country other than Japan, if such laws and regulations are applicable), the Purchasing Member must pay such taxes, etc., in addition to the price of the subject goods and the settlement system fee provided for below, unless otherwise agreed between the Exhibiting Member and the Purchasing Member.
If a purchase and sale agreement of goods is concluded as stipulated in the preceding Article, the Purchasing Member shall be obligated to pay the sale price of the goods and the relevant settlement system fee respectively described below, through the settlement service of a credit card company, etc. or in any other manner approved by the Company. The time of settlement thereof through a credit card company, etc. shall be the time when the Exhibiting Member ships out the subject goods toward the Purchasing Member, and not the time when the goods arrives at the Purchasing Member.
1. Price of goods:
2. The Exhibition Price of goods as of the time when the Purchasing Member purchased the goods thereof shall constitute the sale price of the goods between both parties. If the Purchasing Member is required to bear the consumption tax, value added tax, etc. on the sale price of the subject goods based on applicable laws and regulations (including laws and regulations of a country other than Japan, if such laws and regulations are applicable), such taxes shall be regarded as included in the sale price.
3. Under the Services, the Company has due authority to receive the sale price of goods from the Purchasing Member on behalf of the Exhibiting Member, so the Purchasing Member’s obligation to pay the price to the Exhibiting Member is regarded as duly performed as of the time when the Purchasing Member pays the price to the Company.
4. Settlement system fee:
5. The amount of the settlement system fee shall be calculated by multiplying the Exhibition Price concerned by a relevant rate separately set by the Company. If the Purchasing Member is required to bear the consumption tax, value added tax, etc. on the settlement system fee and the Company is obligated to pay them on behalf of the Purchasing Member under applicable laws and regulations (including laws and regulations of a country other than Japan, if such laws and regulations are applicable), such taxes shall be regarded as included in the amount of the settlement system fee calculated above.
6. For the avoidance of doubt, this Exhibition Price as used in the above calculation of the settlement system fee shall remain unchanged regardless of the Purchasing Member using any discount coupons or cash-equivalent service points in payment of the sale price of goods in the Services, or any refund from the Exhibiting Member of all or part of the sale price to the Purchasing Member outside the scope of the Services.
The service fee payable to a credit card company, etc. as incurred in settlement of a sale price of goods shall be borne by the Company.
If there occurs any dispute with a credit card company, other settlement service company or any other third party, in relation to the payment of the sale price of goods and the settlement system fee, the Purchasing Member shall, at its expense and responsibility, resolve such dispute and shall not cause any inconvenience or damage to the Company or other Users. Even if other Users or third parties suffer damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) as the result of such a dispute, the Company shall not be liable for such damage, loss, expenses, etc. (whether based on contract, tort or any other legal theory), regardless of the foreseeability thereof.　
If the Company incurs any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) as the result of a dispute referred to in the preceding Paragraph, the relevant Purchasing Member shall be liable to compensate the Company for such damage, etc.

Article 16. Settlement of Sale Price

If a purchase and sale agreement of goods is concluded as stipulated in Article 14 hereof, the Exhibiting Member shall be obligated to pay the agreement conclusion fee therefor to the Company.
The amount of each agreement conclusion fee shall be calculated by multiplying the Exhibition Price concerned by a relevant rate separately set by the Company. If the Exhibiting Member is required to bear the consumption tax, value added tax, etc. on the agreement conclusion settlement fee and the Company is obligated to pay them on behalf of the Exhibiting Member under applicable laws and regulations (including laws and regulations of a country other than Japan, if such laws and regulations are applicable), the amount of such taxes shall be regarded as included in the amount of the agreement settlement fee calculated in the above-mentioned method.
For the avoidance of doubt, this Exhibition Price as used in the above calculation of the agreement conclusion fee shall remain unchanged regardless of the Purchasing Member using any discount coupons or cash-equivalent service points in payment of the sale price of goods in the Services, or any refund from the Exhibiting Member of all or part of the sale price to the Purchasing Member outside the scope of the Services.
The Company shall pay each Exhibiting Member the amount of sale prices of the Exhibiting Member’s goods as received from Purchasing Members (which shall not include the sale prices once received but, thereafter, refunded to Purchasing Members for any reason), less the aggregate total of the following items, with the cut-off date and the payment date to be separately determined by the Company. If conversion into foreign currencies in terms of such payment or deduction is required, the conversion rates separately set by the Company shall be applied.
1. Amount due and payable by the Exhibiting Member to the Company (including but not limited to agreement conclusion fees);
2. Charge for remittance to the Exhibiting Member;
3. Shipping charges for delivery of goods to the Purchasing Members owed by the Company to carriers (if any);
4. Amounts owed by the Exhibiting Member to the Purchasing Members (including but not limited applicable refunds to the Purchasing Members of all or part of the sale price);
5. Amount of damage, loss, expenses, etc. incurred by the Company in relation to disputes between the Exhibiting Member and the Purchasing Member (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees);
6. Amount of other actual expenses necessary for settlement between the Company and the Exhibiting Member which should be reasonably borne by the Exhibiting Member;
7. Amount of taxes, etc. whose withholding by the Company is required by applicable laws and regulations (including laws and regulations of a country other than Japan, if such laws and regulations are applicable) (if any); and
8. Other amounts which should be deducted for realization of settlement between the Company and the Exhibiting Member.
If any of the following matters exist, the Company may withhold the settlement between the Company and the Exhibiting Member and retain all or part of the sale prices received from Purchasing Members, until the time when the matters are solved:
1. The Exhibiting Member is, or is likely to be, in infringement on a third party’s right or interests;
2. The Exhibiting Member is, or is likely to be, in violation of these Terms;
3. The Exhibiting Member is exhibiting, or likely to be exhibiting, goods in violation of Article 11, Paragraphs 1 or 2 hereof;
4. If, in calculating the amount to be paid to the Exhibiting Member on the immediately following payment day or subsequent payment day in accordance with the calculation method specified in Paragraph 3 of this Article, it is likely that the amount of deductions will exceed the amount of sale prices received from Purchasing Members;
5. There is any dispute pending between the Exhibiting Member and a Purchasing Member and, accordingly, the Exhibiting Member may, in future, be obligated to pay the Purchasing Member the refund of a sale price, damages or the like;
6. The Company has incurred, or is likely to incur, any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) in relation to any dispute between the Exhibiting Member and a Purchasing Member; or
7. The Company has otherwise incurred, or is likely to incur, any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) on account of the Exhibiting Member’s conduct.
Notwithstanding the preceding three Paragraphs, if the Company’s obligations for payment of sale prices received from Purchasing Members to an Exhibiting Member fully or partially ceases due to expiration of statutory limitation periods or for any other reason, the Company may refuse to pay all or part of such sale prices.
If the Company has any monetary claims towards an Exhibiting Member, it may set off the claims against its debts for payment to the Exhibiting Member based on this Article, regardless of whether such claims and/or debts for payment are due and payable or otherwise.

Article 17. Return of Goods, Cancellation, etc.

After a purchase and sale agreement of goods is concluded between an Exhibiting Member and a Purchasing Member as stipulated in Article 14 hereof, the Purchasing Member cannot unilaterally cancel the agreement, return the goods, cause the goods to be replaced with other goods, or request other similar measures. Neither the Exhibiting Member nor the Company shall be obligated to refund the Purchasing Member the sale price or the settlement system fee paid by the Purchasing Member, even in the case where the Purchasing Member desires the cancellation of the agreement, return of the goods, replacement thereof with other goods, or other similar measures.
Even if a purchase and sale agreement of goods is concluded between an Exhibiting Member and a Purchasing Member as stipulated in Article 14 hereof, the Exhibiting Member may, before shipping out the goods to the Purchasing Member, unilaterally cancel the agreement without obtaining the Purchasing Member’s consent thereto.
Even if a purchase and sale agreement of goods is concluded between an Exhibiting Member and a Purchasing Member as stipulated in Article 14 hereof, if any of the following matters occurs, the Company may procure the cancellation of the agreement, to which the Exhibiting Member and Purchasing Member both unconditionally acknowledge and accept:
1. The Purchasing Member fails to pay the sale price of the goods within the period therefor prescribed by the Company;
2. The Exhibiting Member fails to ship out the goods within the period therefor prescribed by the Company;
3. The Company determines that the Purchasing Member used, or is likely to have used, another person’s credit card details;
4. The Company determines that the sale price and the settlement system fee concerning the agreement cannot be, or is likely not to be, paid by the relevant credit card company or other settlement service company to the Company;
5. The Company determines that any act in violation of these Terms was conducted in relation to the agreement;
6. There occurs any other matter separately prescribed by the Company as a reason of cancellation; or
7. The Company otherwise determines that the implementation of the transactions based on the agreement is inappropriate.
Even if a purchase and sale agreement of goods is concluded between an Exhibiting Member and a Purchasing Member as stipulated in Article 14 hereof, the Exhibiting Member and the Purchasing Member may rescind the agreement based on both parties’ agreement to that effect.
The treatment of the sale price, etc. and the procedure for return of goods in the case where a purchase and sale agreement of goods between a Exhibiting Member and a Purchasing Member is cancelled or rescinded on the basis of Paragraphs 2 to 4 of this Article shall be as set forth below; provided, however, that the Company, the Exhibiting Member and the Purchasing Member may determine any other treatment and procedure by their agreement or, if upon justifiable reason, the Company may otherwise determine the applicable treatment and procedure based on its judgment, to which the Exhibiting Member and Purchasing Member both unconditionally acknowledge and accept:
1. In the case where the agreement is cancelled or rescinded on the basis of Paragraphs 2 to 4 of this Article, before the shipping out of the goods by the Exhibiting Member to the Purchasing Member:
2. The Purchasing Member shall be exempted from the obligation for payment of the sale price and the settlement system fee or, if they have already been paid, they shall be refunded to the Purchasing Member at such a time and in such a manner as the Company separately prescribes, although no interest shall accrue with respect to the sale price and the settlement system fee so refunded. The Exhibiting Member shall not be obligated to pay the agreement conclusion fee to the Company but, if having already received the sale price from the Company, shall be obligated to refund it in full to the Company.
3. If, although the agreement has been cancelled or rescinded before shipping out of the goods to the Purchasing Member, the Exhibiting Member nevertheless ships it out to the Purchasing Member in error, the treatment under sub-item (i) below shall be applied for return of the goods; provided, however, that if the Company determines that the treatment under sub-item (ii) below is more appropriate than (i) (for example, if the Company judges that the agreement was cancelled due to a reason attributable to the Purchasing Member), then (ii) below shall be applied:
  1. The Purchasing Member having received the goods shall return it to the Exhibiting Member on its responsibility, but the return shipping charge shall be borne by the Exhibiting Member; provided, however, that the Company may, at its discretion, receive the goods from the Purchasing Member and return it to the Exhibiting Member, in which case the Exhibiting Member and the Purchasing Member shall cooperate with the Company for the return (unless otherwise agreed between the Company and the Exhibiting Member, the return shipping charge shall be borne by the Exhibiting Member).
  2. The Purchasing Member having received the goods shall return it to the Exhibiting Member at both its expense and responsibility; provided, however, that the Company may, at its discretion, receive the goods from the Purchasing Member and return it to the Exhibiting Member, in which the Exhibiting Member and the Purchasing Member shall cooperate with the Company for the return (unless otherwise agreed between the Company and the Purchasing Member, the return shipping charge shall be borne by the Purchasing Member).
4. In the case where the agreement is cancelled or rescinded on the basis of Paragraphs 3 or 4 of this Article, during the period after the Exhibiting Member shipped out the goods to the Purchasing Member and before the Purchasing Member receives the notice of shipment from the Exhibiting Member:
5. The Purchasing Member shall be exempted from the obligation for payment of the sale price and the settlement system fee or, if they have already been paid, they shall be refunded to the Purchasing Member at such a time and in such a manner as the Company separately prescribes, although no interest shall accrue with respect to the sale price and the settlement system fee so refunded. The Exhibiting Member shall not be obligated to pay the agreement conclusion fee to the Company but, if having already received the sale price from the Company, shall be obligated to refund it in full to the Company.
6. For return of the goods received by the Purchasing Member, the treatment under sub-item (i) below shall be applied; provided, however, that if the Company determines that the treatment under sub-item (ii) below is more appropriate than (i) (for example, if the Company judges that the goods delivered to the Purchasing Member by the Exhibiting Member is, or is suspected to be, of the nature to infringe on a third party’s right), then (ii) below shall be applied:
  1. The Purchasing Member having received the goods shall return it to the Exhibiting Member at both its expense and responsibility; provided, however, that the Company may, at its discretion, receive the goods from the Purchasing Member and return it to the Exhibiting Member, in which the Exhibiting Member and the Purchasing Member shall cooperate with the Company for the return (unless otherwise agreed between the Company and the Purchasing Member, the return shipping charge shall be borne by the Purchasing Member).
  2. The Purchasing Member having received the goods shall return it to the Exhibiting Member on its responsibility, but the return shipping charge shall be borne by the Exhibiting Member; provided, however, that the Company may, at its discretion, receive the goods from the Purchasing Member and return it to the Exhibiting Member, in which the Exhibiting Member and the Purchasing Member shall cooperate with the Company for the return (unless otherwise agreed between the Company and the Exhibiting Member, the return shipping charge shall be borne by the Exhibiting Member).
7. In the case where the agreement is cancelled or rescinded on the basis of Paragraphs 3 or 4 of this Article, after the Exhibiting Member gave the notice of shipment of goods to the Purchasing Member:
8. The treatment under sub-item (i) below shall be applied with respect to the return of the goods; provided, however, that if the Company determines that the treatment under sub-item (ii) below is more appropriate than (i) (for example, if the Company judges that the goods delivered to the Purchasing Member by the Exhibiting Member is, or is suspected to be, of the nature to infringe on a third party’s right), then (ii) below shall be applied:
  1. The Purchasing Member shall not be exempted from the obligation to pay the sale price and the settlement system fee and, if they have already been paid by the Purchasing Member, they shall not be refunded by the Company. Accordingly, if the Exhibiting Member intends to refund all or part of the sale price to the Purchasing Member, the Exhibiting Member shall refund directly to the Purchasing Member outside the scope of the Services. In addition, the Company shall perform settlement of the sale price paid by the Purchasing Member in accordance with Article 16 hereof, and the Exhibiting Member shall not be exempted from the obligation to pay the agreement conclusion fee to the Company.
  2. The Purchasing Member having received the goods from the Exhibiting Member shall, at both its expense and responsibility, return the goods to the Exhibiting Member; provided, however, that the Company may, at its discretion, receive the goods from the Purchasing Member and return it to the Exhibiting Member, in which the Exhibiting Member and the Purchasing Member shall cooperate with the Company for the return (unless otherwise agreed between the Company and the Purchasing Member, the return shipping charge shall be borne by the Purchasing Member).
  3. The Purchasing Member shall be exempted from the obligation to pay the sale price and the settlement system fee and, if they have already been paid by the Purchasing Member, they shall be refunded by the Company to the Purchasing Member at such a time and in such a manner as the Company separately prescribes, although no interest shall accrue with respect to the sale price and the settlement system fee so refunded. The Exhibiting Member shall not be obligated to pay the agreement conclusion fee to the Company but, if having already received the sale price from the Company, shall be obligated to refund it in full to the Company.
  4. The Purchasing Member having received the goods from the Exhibiting Member shall on its responsibility return the goods to the Exhibiting Member, but the return shipping charges shall be borne by the Exhibiting Member; provided, however, that the Company may, at its discretion, receive the goods from the Purchasing Member and return it to the Exhibiting Member, in which the Exhibiting Member and the Purchasing Member shall cooperate with the Company for the return (unless otherwise agreed between the Company and the Exhibiting Member, the return shipping charge shall be borne by the Exhibiting Member).

CHAPTER IV CONTENT AND FUNCTIONS OF SERVICES

Article 18. Content of Services

The content of the Services shall be determined by the Company at its discretion. The Company shall provide the Services of such content and to such a degree as are reasonably possible from time to time.
The Company provides the Services on as-is basis, and makes no warranty whatsoever concerning the content, accuracy, reliability, legality, recency, usefulness, safety, suitability for any particular purpose, and so on. Each User shall use the Services at its sole responsibility and, even if a User or a third party suffers any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) as a result of use of the Services, the Company shall not be liable for such damage, loss, expenses, etc. (whether based on contract, tort or any other legal theory), regardless of the foreseeability thereof.

Article 19. No Appraisal

The Company does not provide any appraisal service on goods purchased by Purchasing Members via the Services.

Article 20. No Compensation

The Company does not provide any type of compensation for goods purchased by Purchasing Members via the Services, including but not limited to return compensation, initial failure compensation and loss compensation.

Article 21. No Return Compensation

Article 22. Service Points, Discount Coupons

The Company may from time to time issue service points usable in place of cash in the Services, and/or coupons by which the discount of sale prices of goods purchased in the Services can be obtained. The details of such services shall be separately prescribed by the Company.

Article 23. Contribution of Opinions, etc. by Users

If a User contributes via the Services any opinion, impression, report, estimation, comment, image, etc. concerning other Users, goods, etc., such User shall be regarded as having granted to the Company the rights to reproduce, adapt, alter, prepare a secondary work of, publish, distribute, publicly transmit and otherwise use any and all rights thereof under applicable copyright laws. Such rights granted shall be non-exclusive, free, perpetual, irrevocable and assignable to third parties. Each User having made such contribution shall refrain from exercise of any moral rights on any subject of the contribution.
Users may not make any contribution falling under any of the following items:
1. Contribution having content deviating from the purpose of the contribution function in the Services;
2. Contribution having content which contain harmful program, etc. such as computer viruses;
3. Contribution having content infringing on another party’s copyright or other intellectual property right, honor, social credibility, privacy, right of likeness, publicity or any other right or interests;
4. Contribution having content which may lead to or otherwise related to criminal activity, such as criminal threats, criminal how-to guides or the like;
5. Contribution having content against public order and morality, or common sense;
6. Contribution having content causing mental, economic or other damage to a third party;
7. Contribution having content which are sexual, obscene, violent or excessively offensive to or having adverse influence on third parties;
8. Contribution having the purpose of promoting or advertising any product or service other than the Services;
9. Contribution having content interfering with the operation of the Services;
10. Contribution having content against the purpose of the Services or the spirit of these Terms;
11. Contribution having content which the Company deems inappropriate in the light of the spirit of these Terms;
12. Multiple contributions by a single person, group or organization concerning a specific User or product;
13. Contribution with the intention to manipulate the evaluation of specific Users or products;
14. Contribution having the purpose of receiving monies or articles as consideration from any third party;
15. Contribution having any false content;
16. Contribution made by a person in the manner of impersonating another person;
17. Contribution with the purpose to encounter an unacquainted third party, or that encourages or leads to such encounter;
18. Contribution including any personal information of the User him/herself or any other person (including but not limited to the real name, home address, e-mail address, and telephone number);
19. Contribution that is likely to fall under any of the above; or
20. Contribution that is likely to assist, solicit, force or encourage any of the foregoing.
The Company shall have the right to delete information contributed by a User from the Services without prior notice, regardless of whether it falls under any of the items listed in the preceding Paragraph or otherwise, but is not obligated to constantly monitor contribution and delete inappropriate contribution.
The Company makes no warranty whatsoever on the accuracy, reliability, legality, recency, usefulness, safety, suitability for any particular purpose, etc. of information contributed by Users. Each User shall be solely responsible for contribution by such User, and, even if any other User or a third party suffers damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive or consequential damage, lost profits, and attorneys’ fees), the Company shall not be liable for such damage, loss, expenses, etc. (whether based on contract, tort or any other legal theory), regardless of the foreseeability thereof.

CHAPTER V DISCLAIMER

Article 24. Disclaimer concerning Use of Services

Sales of goods made between an Exhibiting Member and a Purchasing Member in the Services shall take place as direct transactions between such Users. THE COMPANY SHALL UNDER NO CIRCUMSTANCES BE A PARTY TO SUCH TRANSACTIONS. Title to the respective goods sold via the Services shall transfer directly from an Exhibiting Member to a Purchasing Member, without any title passing through the Company.
Each User and the Company shall act as independent parties, and any provisions of these Terms shall not form, nor intends to form, any relationship of partnership, joint venture, franchiser and franchisee, principal and proxy or employment between Users or a User and the Company. Any legal effect of an act of a User shall not vest in the Company.
THE COMPANY MAKES NO WARRANTY WHATSOEVER ON THE LEGALITY, USEFULNESS, SAFETY, MERCHANTABILITY, SUITABILITY FOR ANY PARTICULAR PURPOSE, VIABILITY OF TRANSACTIONS, SOLVENCY OF A PURCHASING MEMBER, ETC.For example, the Company does not guarantee that (i) the parallel import of goods sold via the Services will not violate any applicable laws or regulations (including laws or regulations of a country other than Japan, if such laws or regulations are applicable), nor infringe on another party’s copyright or other right (including rights other than intellectual property rights), (ii) the exhibition, sale, delivery or any other aspects of the fulfillment of a purchase and sale agreement of goods in the Services do not violate any applicable laws or regulations (including laws or regulations of a country other than Japan, if such laws or regulations are applicable), nor are restricted by any applicable laws or regulations threatening to prevent the fulfillment of the purchase and sale agreement (including laws or regulations　of a country other than Japan, if such laws or regulations are applicable), or (iii) a Purchasing Member will not be subject to any duty, tax, customs clearing charge, etc. other than the Exhibition Price and the settlement system fee.
THE COMPANY MAKES NO WARRANTY WHATSOEVER ON THE ACCURACY, RELIABILITY, LEGALITY, RECENCY, USEFULNESS, SAFETY, SUITABILITY FOR ANY PARTICULAR PURPOSE, ETC. OF ANY REMARK OR DESCRIPTION MADE BETWEEN USERS IN THE PROCESS OF TRANSACTIONS OCCURRING THERETO.
The Services shall be provided on an as-is basis. The Company makes no warranty whatsoever on the accuracy, reliability, legality, recency, usefulness, safety, suitability for any particular purpose, etc. of the Services.
THE COMPANY SHALL NOT ASSUME ANY LIABILITY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY) FOR DAMAGE, LOSS, EXPENSES, ETC. (INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGE, LOST PROFITS, AND ATTORNEYS’ FEES) WHICH A USER MAY SUFFER IN RELATION TO DIRECT TRANSACTIONS BETWEEN USERS OR OTHER ASPECT OF USE OF THE SERVICES, REGARDLESS OF THE FORESEEABILITY THEREOF. THE COMPANY SHALL ASSUME NO LIABILITY CONCERNING ANY DISPUTE BETWEEN USERS IN RELATION TO DIRECT TRANSACTIONS BETWEEN THEM OR OTHER ASPECTS OF USE OF THE SERVICES OR ANY DISPUTE BETWEEN A USER AND A THIRD PARTY (INCLUDING THE CASE WHERE A USER IS LIABLE TO COMPENSATE ANOTHER USER FOR DAMAGE, ETC.).
If a purchase and sale agreement of goods is concluded as stipulated in Article 14 hereof, the Purchasing Member shall not be entitled to cancel the agreement, return the goods, cause the goods to be replaced with other goods, or request other similar measures, and if a User suffers any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive or consequential damage, lost profit, and attorneys’ fees) due to such restriction, the Company shall assume no liability (whether based on contract, tort or any other legal theory) for such damage, loss, expenses, etc., regardless of the foreseeability thereof. The Company shall not assume any liability concerning disputes which may occur between Users or a User and a third party in relation to the above-mentioned treatment (including the case where a User is liable to compensate another User for damage, etc.).
If a User has any request, inquiry, complaint or the like to the opposite party in relation to any issue with another User or a third party, with respect to any direct transactions between Users or other aspects of use of the Services, such User should directly contact the relevant opposite party, not through the Company. While the Company may render certain advice or information to a User in connection with transactions between Users, the Company makes no warranty whatsoever on the accuracy, usefulness, etc. of such advice or information, and assume no liability concerning the result of provision of such advice or information, regardless of the foreseeability thereof.

Article 25. Disclaimer concerning Products

THE COMPANY WILL NOT CONFIRM, GUARANTEE OR BE RESPONSIBLE FOR THE MERCHANTABILITY, QUALITY, LEGALITY, RECENCY, USEFULNESS, SUITABILITY FOR ANY PARTICULAR PURPOSE, ETC. OF ANY GOODS EXHIBITED BY ANY EXHIBITING MEMBER.
THE COMPANY SHALL NOT ASSUME ANY LIABILITY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY) FOR DAMAGE, LOSS, EXPENSES, ETC. (INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGE, LOST PROFITS, AND ATTORNEYS’ FEES) WHICH MAY BE INCURRED IN RELATION TO GOODS EXHIBITED VIA THE SERVICES, REGARDLESS OF THE FORESEEABILITY THEREOF.
If there occurs any dispute concerning the merchantability, quality, legality, recency, usefulness, suitability for any particular purpose, etc. of goods between an Exhibiting Member and another User or a third party, the Exhibiting Member shall be obligated to resolve the dispute at its expense and responsibility, and shall not cause any inconvenience or damage to the Company in relation to such dispute.
If a Purchasing Member has any request, inquiry, complaint or the like to an Exhibiting Member, with respect to goods such Purchasing Member purchased from such Exhibiting Member, such Purchasing Member should directly contact such Exhibiting Member, not through the Company. While the Company may render certain advice or information to a User in connection with goods sold by an Exhibiting Member, the Company makes no warranty whatsoever on the accuracy, usefulness, etc. of such advice or information, and assume no liability concerning the result of provision of such advice or information, regardless of the foreseeability thereof.

Article 26. Disclaimer concerning Data

The Company makes no guarantee and shall not be liable for damage, loss, etc. of data, etc. that are registered in the Services by Users. Each User must be sure to make backups of its own data if necessary.
The Company shall be entitled to make backups, duplications, and perform any other necessary procedures of data, etc. of each User registered in the Services without the User’s individual consent, in order to ensure the uninterrupted provision of the Services, which each User hereby approves. For the avoidance of doubt, the provisions of this Paragraph do not place any obligation on the Company to make backups, duplications, etc. of any User’s data, etc.

Article 27. Disclaimer concerning Communications, etc.

The Company makes no guarantee that there will be no error, bug, computer virus or other malicious software in the Services. The Company shall not be liable (whether based on contract, tort or any other legal theory) for any damage, loss, expenses, etc. due to existence of such hazardous content in the Services (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees), regardless of the foreseeability thereof.
In order to use the Services, each User is required to use third party products such as Terminal Devices and third party services such as Internet connection services. The Company makes no guarantee on the quality, performance, specifications, conditions of use, etc. of such third party products or services, and shall not be liable for any problem of such products or services, regardless of the foreseeability thereof. There is the possibility that the Services becomes unavailable due to any change in the quality, performance, specifications, conditions of use, etc. of third party products or services, but the Company makes no guarantee concerning that and shall not be liable for such unavailability of the Services, regardless of the foreseeability thereof.
There is the possibility that the quality of the Services may be affected by the connection situation or communication speed of a communication line, performance of Terminal Devices used by a User, and other various factors. The Company makes no guarantee of quality of the Services during the period when each User uses the Services and shall not be liable for the situation where the Services is not accessible or the like, regardless of the possibility of such situation.

Article 28. Disclaimer concerning Third Party Website

When a User accesses a third party’s website which is not managed by the Company by clicking on a relevant link on the Services, the Company shall not be liable for such website or any information provided thereon.

Article 29. Upper Limit of Damages

IN THE CASE WHERE THE WHOLE OR A PART OF THE DISCLAIMERS INCLUDED IN THESE TERMS IS HELD TO BE INVALID AND THE COMPANY IS THEREFORE HELD TO BE LIABLE TO A USER FOR COMPENSATION OR INDEMNIFICATION UNDER ANY APPLICABLE LAW OR REGULATIONS (INCLUDING LAWS OR REGULATIONS OF A COUNTRY OTHER THAN JAPAN, IF SUCH LAWS OR REGULATIONS COMPULSORILY APPLY TO THESE TERMS, NOTWITHSTANDING THE EXISTENCE OF ARTICLE 37 HERETO), THE UPPER LIMIT OF DAMAGES PAYABLE BY THE COMPANY SHALL BE AS FOLLOWS:
1. DAMAGES TO AN EXHIBITING MEMBER:
2. TOTAL AMOUNT OF THE AGREEMENT CONCLUSION FEES THAT THE COMPANY RECEIVED FROM THE EXHIBITING MEMBER DURING THE PAST ONE MONTH, COUNTING FROM THE DAY ON WHICH THE ACT THAT IS SUBJECT TO THE COMPENSATION OR INDEMNIFICATION IS CONDUCTED.
3. DAMAGES TO A PURCHASING MEMBER:
4. TOTAL AMOUNT OF THE SETTLEMENT SYSTEM FEES THAT THE COMPANY RECEIVED FROM THE PURCHASING MEMBER DURING THE PAST ONE MONTH, COUNTING FROM THE DAY ON WHICH THE ACT THAT IS SUBJECT TO THE COMPENSATION OR INDEMNIFICATION IS CONDUCTED.

CHAPTER VI OTHERS

Article 30. Intellectual Property Rights concerning the Services

Copyrights and other intellectual property rights to any and all sentences, images, data, etc. provided by the Company (excluding contribution from Members) shall be solely vested in the Company.
No User may conduct any act that infringes on the Company’s right to duplicate, adapt, and publicly transmit such sentences, images, data, etc.

Article 31. Hardware, etc.

Each User must prepare hardware and other equipment (including but not limited to Terminal Devices), browser and other software, and the right to use communication lines required for using the Services, at its own expense and responsibility.
Each User shall use the Services on its own responsibility and judgment, and the Company shall not be liable for any malfunction or other troubles of hardware, software, communication lines, etc. resulting from the use of the Services.

Article 32. Software

If the use of the Services require any software, etc. (hereinafter collectively referred to as “Software”), the Company shall provide such Software to Users and grant the license for use of Software. Each User must download Software at its expense and responsibility. The Company may provide Software on platforms operated by the Apple App Store or other application platform services, in which case, for downloading Software, each User shall needs to be suitably qualified for using such platform services and comply with the relevant terms of use thereto.
The Company may provide automatic or manual updates from time to time in order to keep Software used by Users always updated to the latest version, without notice to Users.
Copyrights and other intellectual property rights on Software shall vest in the Company or those third parties having granted the licenses to use Software to the Company. The Company’s grant to Users to use Software shall in no way constitute any transfer of such copyrights, etc. to Users.
The Company makes no warranty whatsoever on the quality, performance, action, integrity, accuracy, fitness for any particular purpose or compatibility with any equipment, etc. of Software. The Company shall not be liable (whether based on contract, tort or any other legal theory) for any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) resulting from the installation or use of Software by Users, regardless of the foreseeability thereof.
Software constitutes a part of the Services and the provisions of these Terms related to the use of the Services shall equally apply to the use of Software.

Article 33. Acquisition and Use of Information

The Company may, from time to time, collect and use information of Users using the Services. Please refer to the Privacy Policies of the Company for further details.

Article 34. Amendment of and Addition to these Terms

The Company may, at its sole discretion and without prior notice to Users, amend the whole or part of these Terms or newly add supplementary or special provisions thereto from time to time (such supplementary or special provisions shall constitute part of these Terms). Such amendment and addition shall become effective at the time when the same is posted on the Company’s website providing the Services, and such amended and added Terms shall thereafter apply to all Users.
Each User shall be obligated to regularly confirm the latest version of these Terms and may not assert against the Company that the User does not know any amendment of or addition to these Terms.
If a User does not agree to any amendment of or addition to these Terms, the User shall be required to withdraw from the Services, or stop using the Services thereafter.
Even if Users suffer any damage, loss or expenses (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) as a result of amendment of or addition to these Terms, the Company shall not be liable (whether based on contract, tort or any other legal theory) for such damage, loss, expenses, etc., regardless of the foreseeability thereof.

Article 35. Suspension or Discontinuation of Services

In the case where any event of force majeure such as a fire, power failure, earthquake, flood or tsunami, or any unavoidable event such as a failure of telecommunication equipment occurs, or is likely to occur, or where any equipment, system or software used for provision of the Services requires maintenance, or where the Company determines that there is a compelling reason to do so, the Company may, without prior notice to Users, suspend or discontinue the Services at its sole discretion.
Except for the cases set forth in the preceding Paragraph, if the Company suspends or discontinues the provision of the whole of the Services, the Company will give notification of the suspension or discontinuation to Users in advance in a manner that the Company deems appropriate; provided, however, that, in an emergency, the Company will give notification of suspension or discontinuation to Users after the occurrence thereof.
The Company shall not be liable (whether based on contract, tort or any other legal theory) to Users or third parties for any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) resulting from the suspension or discontinuation of the Services pursuant to this Article, regardless of the foreseeability thereof.

Article 36. Obligation for Confidentiality

Each User shall keep confidential any business or technical information of the Company obtained in relation to the Services and may not disclose or leak such information to any third party, or use such information for any purpose other than for using the Services, or allow any third party to use such information, and so on, without obtaining the Company’s approval thereof, except for information falling under any of the following items:
1. Information that is already publicly available at the time of disclosure by the Company;
2. Information that becomes publicly available after disclosure by the Company due to any reason for which the User is not responsible;
3. Information that is already acquired by the User before disclosure by the Company;
4. Information that is legally acquired by the User from a third party without the obligation for confidentiality, after disclosure by the Company; or
5. Information that is independently developed by the User without referring to information disclosed by the Company.

Article 37. Assignment of Rights and Obligations

When the Company assigns or transfers the business related to the Services to any third party by merger, company split or business portfolio transfer, the Company may assign or transfer the rights and obligations related to the Services to such third party, without consent of Users.
Users must obtain the prior consent of the Company in order to assign, transfer, create a security interest on or otherwise dispose of any of the User’s rights and obligations related to the Services to or for any third party.

Article 38. Governing Law

Any and all legal matters between the Company and Users (including but not limited to the establishment, validity or interpretation of these Terms, relationship for use of the Services and the relationship concerning disputes between the Company and a User) shall be exclusively governed by the laws of United States of America.
The governing laws of relationships between Users shall not be specified in these Terms, and shall be treated in accordance with the respective provisions of applicable laws and regulations ; provided, however, that the United Nations Convention on Contracts for the International Sale of Goods shall not be applied.

Article 39. Controlling Language

The original of these Terms is the instrument thereof executed in Japanese, and any version of these Terms prepared in a language other than Japanese shall be only a translation for Users’ convenience. If there is any conflict between the Japanese version and another language version, the Japanese version shall prevail.

Article 40. Jurisdiction

The laws of Nevada, USA are applied to these Terms of Use.
Any disputes resulting from the use of Our Service(s), will be resolved through arbitrary proceedings recognized by the state of Nevada.
If a resolution cannot be made through arbitration, a Nevada State District Court receives exclusive jurisdiction rights.
The parties concerned are responsible for their own legal costs in court and arbitration.
If any clauses in This Document are found to be invalid, or otherwise non-binding, by a court; all other clauses will still remain as valid and binding.

Article 41. Handling of Infringement on Right

The Company respects the intellectual property rights of third parties.
If you find that any copyright or other right of yours has been infringed in the Services, please notify the Company thereof. Please refer to the [Notice and Takedown Policy] of the Company for contact details.

Adopted: 17 October 2018