Terms of Use
Article 1 (Purpose)
These Terms and Conditions set forth the rights and obligations between Tetote Inc. (hereinafter referred to as “Party A”) and the seller (hereinafter referred to as “Party B”) with respect to the sales agency services for shopping marketplaces operated on the Internet that “Tetote Links,” which is planned and operated by Party A, is involved in.
Article 2 (Scope of Application, etc.)
These Terms and Conditions aim to define the rights and obligations between Party A and Party B in connection with the sales agency services for shopping marketplaces operated on the Internet that Tetote Links is involved in, and shall apply to all relationships related to Tetote Links.
Article 3 (Definitions)
For the purposes of these Terms and Conditions, the following terms shall have the meanings set forth below.
- “Marketplace” means a shopping marketplace operated on the Internet in which “Tetote Links,” planned and operated by Party A, is involved.
- “Reference Sales Amount” means the total amount of sales based on shipment dates from the first day to the last day of each month on Party B’s listing page.
- “Base Price” means the sales price set by Party B. Shipping and other charges shall be borne by Party B.
- “Overseas Listing Price” means the amount set by Party A as the listing price for overseas, determined by taking into account marketing considerations and various expenses such as overseas shipping on top of the Base Price set by Party B.
- “Sales Commission” means the commission paid by Party B to Party A based on the Reference Sales Amount.
Article 4 (Application for Listing and Acceptance)
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- (a) When Party B wishes to conduct the sale of goods and the provision of services (hereinafter collectively referred to as “Sales, etc.”) on the Marketplace (hereinafter referred to as “Listing”), Party B shall notify Party A of the following matters. (a) Trade name (shop name), representative’s name, principal place of business (address), telephone number, and bank account information
- (b) Products to be handled
- (c) Name, email address, telephone number, and other matters specified by Party A for the person responsible for the Listing (hereinafter referred to as the “Administrator”)
- (d) If Party B wishes to use any payment method other than those designated by the Marketplace (credit card, PayPal, UnionPay, Alipay, cash on delivery, bank transfer), the details thereof
- (e) Certified copy of the commercial register
- (f) Party B’s sales track record
- (g) Other matters related to Party B’s business as specified by Party A
- If Party A accepts the application set forth in the preceding paragraph, Party A shall issue to Party B an ID and password for the system managed by Party A (hereinafter referred to as the “System”). The date on which the listing page is opened shall be referred to as the “Account Issuance Date.”
- Party B shall manage the ID and password issued by Party A under the preceding paragraph so that they are not known to any third party and shall, at Party B’s responsibility, take measures to prevent theft of the password, such as regularly changing the password in the manner specified by Party A.
- When transmitting content (texts, images, and other information related to products to be sold; hereinafter referred to as “Content”) and otherwise accessing the System, Party B must enter the ID and password issued by Party A in the manner specified by Party A. With respect to transmissions of Content or other access to the System, if both the transmitted ID and password match those registered by Party B, Party A will treat the transmission as having been made by Party B, and Party A shall bear no liability for any damages arising from misuse or other incidents.
- From and after the Account Issuance Date, Party B may use, in accordance with these Terms and any other applicable terms, guidelines, and agreements between Party A and Party B, the website framework and database systems specified by Party A as necessary for the listing page and Sales, etc., as well as the software constituting the Marketplace and the listing page.
Article 5 (Creation and Publication of Content)
- Party B shall produce the Content on the listing page in accordance with the specifications set by Party A within a reasonable period from the Account Issuance Date.
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In producing the Content under the preceding paragraph, Party B shall comply with the following:
- Not to make any display contrary to Article 21 or other provisions of these Terms, etc.
- Items that are contrary to public order and morals
- Items that violate laws and regulations such as the Firearm and Sword Control Act, the Narcotics and Psychotropics Control Act, the Washington Convention (CITES), the Act against Unjustifiable Premiums and Misleading Representations, the Medical Practitioners’ Act, the Pharmaceuticals and Medical Devices Act, and other related laws and regulations
- Items that infringe a third party’s intellectual property rights, such as copyrights and trademark rights, personality rights such as portrait rights, ownership rights, or other rights
- Items that are unsanitary, obscene, grotesque, vulgar, or otherwise offensive to the general public
- Items that generally cause significant disgust or distrust
- Items sold by illegal methods such as pyramid schemes or multilevel marketing look-alikes
- Items that violate the terms, guidelines, etc. set by the operator of the relevant Marketplace
- Items that violate these Terms
- Other items that Party A deems inappropriate
- Party B grants Party A permission to use an external content acquisition system prepared by Party A to obtain Content posted by Party B on external websites, edit such Content, and post it on Party B’s listing page. Even in such cases, Party B may edit, add, or delete the Content posted by Party A at any time, and all responsibility for complaints about products, returns processing, and the like shall rest with Party B.
- Party A shall review Party B’s Content and, if it deems the Content appropriate for the Marketplace, will permit listings using such Content, notify Party B thereof, and publish the relevant listing page on the Marketplace.
- After listing, Party B may, to the extent that Article 5(2) and other provisions of these Terms, etc. are complied with, revise and display the Content on the listing page. Party B shall regularly update the Content so that users are always provided with the latest information.
- Even after the review under paragraph 4, Party A may conduct re-reviews from time to time and, if it determines that Content created by Party B is not suitable for the Marketplace, may request Party B to change the content and display thereof, and Party B shall comply with such request. If Party B fails to comply with Party A’s request without a reasonable cause, Party A may take any measures, including deletion of the Content and closure of Party B’s listing page, and Party A shall bear no liability for any damages incurred by Party B due to such measures.
Article 6 (Copyrights and Other Rights in Content)
- With respect to Content provided on the listing page, copyrights shall belong to Party A for Content created by Party A and to Party B for Content created by Party B.
- If Party B posts on the listing page a copyrighted work owned by a third party other than Party B, Party B shall obtain, in advance, permission from such third party for the use of the relevant Content by both Party A and Party B during the term of these Terms and after their termination.
- Party B grants Party A permission to use Party B’s Content free of charge, in ways Party A deems appropriate, during the term of these Terms and after their termination.
- The provisions of the preceding paragraph shall remain valid even after termination of these Terms.
Article 7 (Method of Domestic Sales)
- When Party B sells its products to domestic customers on the Marketplace (hereinafter referred to as “Domestic Sales”), Party A shall undertake from Party B all business related to sales other than shipment of the products and, between Party A and the customer, perform order confirmation, payment processing, and other procedures necessary for sales.
- In conducting Sales, etc., Party B shall comply with the Act on Specified Commercial Transactions, the Installment Sales Act, the Act against Unjustifiable Premiums and Misleading Representations, and other applicable laws and regulations.
- If any dispute arises between Party B and a customer regarding non-arrival of products, delays in delivery, non-conformity to contract, or otherwise, or if any dispute arises between Party B and a third party with respect to intellectual property rights such as copyrights and trademark rights or personality rights, etc. concerning the Content, Party B shall resolve such disputes entirely at its own responsibility and expense. If Party A is compelled to pay damages or otherwise respond to a customer or a third party, Party B shall pay Party A the full amount thereof or the response costs and also pay Party A all expenses incurred for resolution, including attorneys’ fees and all other expenses.
- Without obtaining Party B’s consent, Party A may provide information about Party B to the relevant customer or third party or otherwise provide assistance with respect to disputes between Party B and a customer or other third party.
- If Party B causes issues such as non-arrival, delay in arrival, out-of-stock, or non-conformity to contract concerning the products, Party B shall pay Party A, as a penalty, the Base Price of the product and the Sales Commission.
Article 8 (Method of Overseas Sales)
- When an overseas customer purchases on the Marketplace a product listed by Party B (hereinafter referred to as “Overseas Sales”), at the time an order is received from the overseas customer, Party A shall purchase from Party B a product identical to the ordered product, and ownership of the product shall transfer from Party B to Party A. As a party to the sales contract, Party A shall handle shipment of the product, payment processing, and other procedures and bear the costs necessary for sales between Party A and the overseas customer.
- The purchase price in the sales contract between Party A and Party B set forth in the preceding paragraph shall be the amount obtained by deducting from the Base Price the Sales Commission applicable when Party A sells to the overseas customer.
- Party A may freely set the Overseas Listing Price for products purchased under paragraph 1.
Article 9 (Settlement between Party A and Party B)
- Party A shall pay Party B, by bank transfer to the account designated by Party B (transfer fee borne by Party A), by the last day of the following month with the closing date being the last day of each month, the total amount of the funds collected by Party A and the amount payable by Party A to Party B as the purchase price in Overseas Sales under Article 8(2) (hereinafter referred to as the “Settlement Amount”).
- If the Settlement Amount under the preceding paragraph exceeds, for the same month, the Sales Commission payable by Party B to Party A under the following article, Party A shall pay Party B the amount obtained by deducting the Sales Commission from the Settlement Amount.
Article 10 (Payment of Sales Commission)
- Party B shall pay Party A, on a monthly consolidated basis, a Sales Commission equal to twenty percent (20%) of the Reference Sales Amount (exclusive of consumption tax) calculated in accordance with the following paragraphs.
- The Reference Sales Amount required for calculating the Sales Commission shall be finalized on the 15th business day after the last day of the month subject to calculation (hereinafter referred to as the “Sales Finalization Date”).
- If these Terms terminate in the middle of a month, the Sales Finalization Date for the Reference Sales Amount for the final month shall be the termination date of these Terms, and no subsequent changes shall be made.
- The Reference Sales Amount shall be calculated by Party A based on data on the server. Party B shall, as of the end of each month, confirm the Reference Sales Amount for that month in the manner specified by Party A, and if Party B has any objection to its contents, Party B shall notify Party A in the manner specified by Party A by the deadline specified by Party A. If Party B fails to give such notice and the deadline specified by Party A passes, the Reference Sales Amount shall be finalized at the amount calculated by Party A.
- Party A shall promptly invoice Party B for the Sales Commission for the month in question after the Sales Finalization Date, and Party B shall pay it to the bank account designated by Party A by the last day of the month following the Sales Finalization Date (transfer fee borne by Party B). However, this shall not apply where the Sales Commission is deducted from the Settlement Amount pursuant to Article 9(2).
- If Party B, on the listing page or through interactions with customers initiated by the listing page, induces transactions to be conducted outside the Marketplace and conducts transactions outside the Marketplace, Party B shall compensate Party A for damages (including, but not limited to, an amount equivalent to the Sales Commission that would have arisen from the sales amount of the relevant transaction).
- If Party B fails to pay the Sales Commission or other amounts by the due date, Party B shall pay Party A a default interest at an annual rate of 14.5% from the due date until the date payment is completed.
- Sales Commissions and other amounts paid by Party B to Party A shall not be refunded regardless of the reason, even if these Terms terminate during their term.
Article 11 (Changes to Sales Commission, etc.)
Party A may change the amounts of the Sales Commission, etc. if necessary due to changes in economic conditions or changes or expansions in the business content of Tetote Links. In such case, the provisions of Article 29 (Changes to the Terms) and Article 24 (Disclaimer) shall apply mutatis mutandis.
Article 12 (Cancellations, Returns, and Refunds)
- In the case of Domestic Sales, Party B shall provide sincere responses to customers in accordance with the rules for cancellations, returns, and refunds set by Party A. Party B shall be responsible for resolving any claims, liabilities for damages, or any other losses arising in this context.
- In the case of customers who purchased through Overseas Sales, Party A shall handle cancellations, returns, price adjustments, and refunds (hereinafter collectively, “Returns, etc.”) in accordance with the return policy stipulated by Party A at the time of order for Party B’s products. Party A shall calculate and finalize the entire amount of refunds and adjustments (including taxes, shipping handling fees, and other costs) related to Party B’s products.
- When Party A responds to Returns, etc. with customers under the preceding paragraph, Party B shall comply with the refund policy stipulated by Party A at the time of order and respond to Party A’s Returns, etc.
Article 13 (Matters to be Reported)
- If there are any changes to the matters reported at the time of application under Article 4, Party B shall promptly report them to Party A. Party B shall bear any damages arising from failure to report.
- If Party A sends an email to the email address of Party B’s Administrator reported under the preceding paragraph (hereinafter referred to as the “Registered Email Address”), such email shall be deemed to have reached Party B at the earlier of the time it is received by Party B or 24 hours after it was sent by Party A.
- If Party A notifies Party B by email to the Registered Email Address that Party A has posted a notice on a page designated by Party A on Party A’s server, which Party B can access with its ID and password, Party B shall promptly check such notice, and the notice shall be deemed to have reached Party B at the earlier of the time Party B confirms it or 24 hours after the email is deemed to have reached Party B under the preceding paragraph.
Article 14 (Administrator)
- In conducting the Listing and Sales, etc. under these Terms, Party B shall have the following obligations.
- To ensure that the Administrator and those involved in Sales, etc. using the listing page fully understand the System related to the Marketplace and how to use it
- To have the Administrator manage the mailbox used for support and other communications from Party A
- When changing the Administrator, Party B shall immediately notify Party A of the name, contact information, email address, etc. of the new Administrator and shall complete the password change procedures. Party A shall not be liable for any damages to Party B resulting from Party B’s failure to give such notice or to perform the password change procedures.
Article 15 (Temporary Suspension of Provision of Website, etc.)
- With respect to the website framework and database systems specified by Party A as necessary for Sales, etc., and the software constituting the Marketplace and the listing page, Party A may, at Party A’s discretion, freely change their specifications and perform version upgrades.
- Party B acknowledges in advance that part or all of the services provided by Party A under Article 4 may be suspended for a certain period without prior notice to Party B due to the following reasons. In such case, Party B may not claim from Party A the return of System usage fees or compensation for damages due to service suspension.
- Suspension for inspection, repair, maintenance, or improvements to Party A’s servers, software, etc.
- Suspension due to accidents or failures of computers, communication lines, etc.
- Suspension when necessary to protect the interests of Party A, customers, other sellers, or other third parties, or in other cases where Party A deems it necessary
Article 16 (Assignment of Rights, etc.)
Party B shall not, without prior consent of Party A, assign, sublease, create a security interest in, or otherwise dispose of, in any form, the right to list on the Marketplace or any and all rights under these Terms.
Article 17 (Outsourcing)
- Party A and Party B may, at their own responsibility, outsource all or part of their operations to a third party.
- In such case, Party A and Party B shall ensure that the third party thoroughly manages customer information and complies with these Terms, etc., and shall be responsible for any and all acts of such third party.
Article 18 (Term)
The term of these Terms shall be from the Account Issuance Date until the termination of the agreement based on these Terms; provided, however, that the effectiveness of clauses otherwise specified in these Terms shall not be affected thereby.
Article 19 (Customer Information)
- Party A shall obtain from customers the following consent regarding the handling of the customer’s name, address, telephone number, email address, gender, age, names and addresses of their school or employer, and other attribute information (hereinafter referred to as “Attribute Information”), as well as purchase history on the Marketplace and other information related to use of the Marketplace (hereinafter referred to as “Usage Information,” and together with Attribute Information, “Customer Information”).
- Party A and Party A’s group companies authorized by customers to share Customer Information (hereinafter collectively referred to as “Party A Group”) may use Customer Information for their own business activities, such as sending email newsletters.
- Party A may use customers’ Attribute Information and Usage Information on Party A’s pages to the extent necessary for operating the Marketplace pages.
- From the standpoint of protecting customer privacy and maintaining the credibility of the Marketplace, Party A may impose restrictions, at Party A’s discretion, on the types and scope of Customer Information disclosed to Party B with respect to the Customer Information managed by Party A.
- Party B shall use Customer Information (including information disclosed by Party A and information obtained directly by Party B in connection with the operation of the listing page; the same shall apply hereinafter) only within the scope permitted under these Terms and for which customer consent has been obtained under paragraph 1, and with due consideration for customer privacy and the overall interests of the Marketplace. Party B shall not, whether for consideration or free of charge, leak, disclose, provide, or otherwise allow a third party to handle Customer Information. However, Party B may disclose Customer Information to payment processors and delivery companies to whom Party B has outsourced payment processing and delivery operations, to the extent necessary for payment of the price and delivery of products, provided Party B imposes confidentiality obligations equivalent to those under this Article.
- Unless Party A has given specific written consent, Party B may not use Customer Information after termination of these Terms. Party B shall not extract Customer Information under Party A’s control upon termination of these Terms.
- Party B shall comply with the obligations of a business operator handling personal information as set forth in the Act on the Protection of Personal Information, regardless of whether Party B falls under the category of a business operator handling personal information under that Act.
- Party B shall fully recognize that leakage of Customer Information may damage the credibility of the Marketplace and otherwise have a significant impact on the Marketplace as a whole, and shall take necessary measures to prevent leakage of Customer Information, including establishing appropriate methods for storage and disposal of information, appointing an information management officer, and conducting employee training. In the event Customer Information leaks from Party B to others, Party B shall be liable, irrespective of the presence or absence of intent or negligence, for all damages and expenses incurred by Party A Group as a result thereof (including costs for apologies to customers and attorneys’ fees).
- The provisions of paragraphs 4 through the preceding paragraph shall remain in force even after termination of the agreement based on these Terms.
Article 20 (Consent to Publication as a Case Study)
Party B hereby acknowledges in advance that Party A may publish Party B’s company name, online shop name, and the status of Party B’s use of Tetote Links as materials on Party A’s website, in printed media, at seminars, etc., for the purpose of introducing case studies of Tetote Links implementation.
Article 21 (Consent to Joining JATS)
Party B acknowledges in advance that Party A may join JATS (https://jats.world) for the purpose of facilitating smooth product sales. Party B also acknowledges in advance that Party A may publish Party B’s company name, online shop name, and details of activities on JATS as materials on Party A’s website, in printed media, at seminars, etc.
Article 22 (Confidentiality)
- Party A and Party B shall not, during the term of these Terms or after termination of the contractual relationship based on these Terms, disclose, divulge, or provide to any third party these Terms and any information learned in connection with these Terms, or any and all other matters that should be kept confidential by the other party; provided, however, that this shall not apply if prior written consent is obtained from the other party.
- Notwithstanding the preceding paragraph, to the extent necessary for operating the Marketplace, Party A may exchange information about Party B with Party A’s group companies or partner companies with whom Party A has entered into confidentiality agreements.
Article 23 (Prohibited Acts)
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Party B shall not engage in the following acts.
- Acts that violate laws and regulations, or acts that may do so
- Acts that are contrary to public order and morals
- Acts that violate the self-regulatory standards for advertising established by the Japan Direct Marketing Association
- Acts that may cause customers to make erroneous judgments
- Acts that infringe on the property rights (including intellectual property rights), honor, privacy, or that defame, slander, or otherwise cause disadvantages to Party A, other sellers, or third parties, or acts that may do so
- Acts of making the listing page public to third parties (including advertising the listing page and announcing its URL) prior to obtaining the listing permission under Article 3, or acts of conducting Sales, etc. using the listing page
- Acts that induce customers to conduct transactions outside the Marketplace by advertising stores outside the Marketplace, providing hyperlinks to external websites, indicating preferential treatment for off-site transactions using telephone, fax, email, etc., or by other methods
- Acts of sending emails containing advertisements or promotions by methods other than those designated by Party A to email addresses obtained through the use of the Marketplace
- Acts of using, after termination of these Terms, email addresses or other Customer Information obtained in connection with operation of the listing page on the Marketplace (including distributing promotional emails or other solicitations but not limited thereto)
- Acts of conducting the same or similar business as Party A
- Acts that interfere with the operation or maintenance of Party A’s service operations
- Acts of tampering with information available in connection with the Marketplace
- Acts of transmitting or posting harmful computer programs or emails
- Acts of unauthorized access to Party A’s servers or other computers
- Acts separately designated by Party A as prohibited
- Party B may not sell products, etc. whose sale is prohibited by laws and regulations, products, etc. that may infringe the rights of third parties, products, etc. that Party A has separately notified Party B as prohibited for sale, or products, etc. that Party A determines do not match the image of the Marketplace.
Article 24 (Suspension of Listing, etc.)
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If Party B falls under any of the following, Party A may suspend Party B’s listing, delete Content posted by Party B, publicly announce the reason for suspension, or take other necessary measures. In such case, Party B shall promptly follow Party A’s instructions and take remedial measures. The provisions of this Article do not preclude Party A from terminating or canceling these Terms as set forth in Article 25.
- If any of the events specified in Article 27(1) occurs
- If complaints relating to non-arrival, delays in arrival, or refunds, etc. are frequently received from customers who purchased products, etc. listed by Party B
- If problems arise with third parties regarding rights to Content
- If Party B violates the prohibited acts set forth in Article 20
- If Party B fails to pay the Sales Commission under Article 10
- If Party A deems it necessary to take measures such as suspension of listing from the perspective of consumer protection, etc.
Article 25 (Disclaimer)
Party A shall not be liable for any damages suffered by Party B in connection with the Listing (including but not limited to server or software failures, malfunctions, or maloperations; loss of all or part of the listing page based on these Terms; suspension of all or part of the services; suspension of Party B’s listing; and transactions with customers), regardless of the cause thereof.
Article 26 (Termination by Party B)
- Regardless of the reason, Party B shall not demand a refund of System usage fees and other fees already paid to Party A.
- By paying System usage fees up to the termination date and submitting the documents specified by Party A, Party B may terminate the agreement based on these Terms.
- During the term of these Terms, Party B may terminate the agreement based on these Terms by submitting a written request in the manner specified by Party A at least one month prior to the termination date. In such case, Party B shall pay the System usage fees, etc. up to the termination date by the due date designated by Party A.
Article 27 (Termination/Cancellation by Party A)
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If Party B falls under any of the following items, Party A may, without any notice or demand, terminate the agreement based on these Terms and immediately delete Party B’s listing page from the Marketplace and server.
- If Party B violates these Terms, etc.
- If Party B violates these Terms, etc.
- If a bill or check is dishonored
- If Party B is subject to a petition for attachment, provisional attachment, provisional disposition, or other compulsory execution or disposition for nonpayment of taxes
- If a petition for bankruptcy, civil rehabilitation, corporate reorganization, company arrangement, or special liquidation is filed
- If, in addition to the preceding three items, a significant change occurs in Party B’s credit status
- If Party B is dissolved or becomes inactive in business
- If Party A becomes unable to contact Party B
- If Party B receives a warning or recommendation from administrative authorities regarding its sales methods, products handled, or other business operations
- If Party A determines that Party B’s sales methods, products handled, or other business operations are contrary to public order and morals or are inappropriate for the Marketplace
- If permission for listing (publication of the listing page on the Marketplace) under Article 5(4) is not granted within six months from the Account Issuance Date
- If Party A determines that there are circumstances equivalent to any of the items in this paragraph
- If Party A otherwise determines that it is difficult to continue the listing agreement with Party B
- Regardless of the reason, Party A may terminate the agreement based on these Terms by notifying Party B in writing three months in advance.
- If Party B falls under any of the items from paragraph 1, items 2 through 6, Party B shall, without any notice or demand from Party A, lose the benefit of time for all obligations to Party A and immediately repay such obligations.
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If Party B falls under any of the following, upon Party A’s request, Party B shall lose the benefit of time for all obligations to Party A and immediately repay such obligations.
- If Party B falls under item 1 or items 7 through 9 of paragraph 1
- If these Terms terminate under paragraph 1 or paragraph 2
- If Party B is subject to measures to suspend listing under Article 22(1) and fails to promptly take remedial measures as instructed by Party A or is unlikely to do so
- If there are other reasonable grounds for the need to preserve claims
- Until Party A grants permission for listing (publication of the listing page on the Marketplace) under Article 5(4), Party A may immediately terminate these Terms by refunding System usage fees, etc. already received from Party B.
- Even if the agreement based on these Terms is terminated under paragraph 1, paragraph 2, or the preceding paragraph, Party A shall not be liable to Party B for any damages suffered by Party B, including capital investments, expenses incurred, or lost profits.
Article 28 (Termination Due to Relationship with Antisocial Forces)
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If Party A determines that Party B falls under any of the following items, Party A may, without any notice or demand to Party B, terminate the agreement based on these Terms and immediately delete Party B’s listing page from the Marketplace and server.
- If Party B is a member of an organized crime group, an organized crime group member, an organized crime group-related organization, an organized crime group-related person, or any other antisocial forces (hereinafter collectively referred to as “Organized Crime Group, etc.”), or has been so in the past
- If Party B is an individual or corporation whose business activities are controlled by an Organized Crime Group, etc.
- If any of the officers or employees of Party B fall under an Organized Crime Group, etc.
- If Party B (or, if Party B is a corporation, any of its officers) is arrested or detained in connection with a criminal case, or Party B is subject to criminal prosecution
- If Party B, either by itself or using a third party, uses fraud, engages in rough behavior, makes demands beyond reasonable limits, or uses violence or threatening language against Party A or customers
- If Party B informs Party A or customers that it is an Organized Crime Group, etc., or informs them that its related organizations or related persons are Organized Crime Groups, etc.
- The provisions of Article 27(3) and (5) shall apply mutatis mutandis if Party A terminates the agreement based on these Terms under the preceding paragraph.
Article 29 (Governing Law and Agreed Jurisdiction)
These Terms shall be construed in accordance with the laws of Japan. If litigation becomes necessary between Party A and Party B, the Tokyo District Court shall be the exclusive agreed court of first instance, regardless of the amount in controversy.
Article 30 (Changes to the Terms)
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Party A may, at Party A’s discretion, change these Terms in the following cases:
- When the change to these Terms conforms to the general interests of Party B.
- When the change to these Terms does not run counter to the purpose of certification and is reasonable in light of the necessity of the change, the appropriateness of the content after the change, the contents of the change, and other circumstances related to the change.
- In making changes to these Terms under the preceding paragraph, Party A shall post on the website (including posting on parts of Party A’s server accessible by Party B with its ID and password) or notify Party B by email, at least one month prior to the effective date of the changed Terms, that these Terms will be changed, and also the content of the changed Terms and their effective date.
- If Party B continues Listing after the effective date of the changed Terms, Party B shall be deemed to have agreed to the change to these Terms.
(Supplementary Provision)
These Terms shall come into effect on October 1, 2025.