Terms of Use
REALITY Studios Official Shop Terms of Use
These REALITY Studios Official Shop Terms of Use (these “Terms”) apply to Members (as defined in Article 2) who use the online store “REALITY Studios Official Shop” (the “Service,” with details defined in Article 2) operated by REALITY Studios, Inc. (“we,” “us,” or “our”). Customers who wish to use the Service must carefully read all the provisions of these Terms before beginning use. If you agree to all the provisions of these Terms, please click the checkbox to indicate your agreement and create an account for the Service. If you do not agree to any part of these Terms, please refrain from using the Service.
ARTICLE 1. PURPOSE
1. The purpose of these Terms is to establish the terms and conditions, warranty provisions, disclaimer provisions, and other matters related to the use of the Website and the Service, as well as the rights and obligations between Members who use the Service and us.
2. If we have separate Regulations regarding the Website or the Service, such Regulations shall be deemed to be an integral part of these Terms and constitute a part thereof. However, in the event of any conflict between these Terms and such Regulations, the provisions of such Regulations shall prevail.
ARTICLE 2. DEFINITIONS
The following terms used in these Terms shall have the respective meanings set forth below:
(1) “Service” collectively means the services provided on the Website;
(2) “Website” means to the website of the online store “REALITY Studios official shop” operated by us (https://shop.reality-studios.inc/), including all texts, still images, videos, logos, marks, CG models, music, sound, codes, programs, software, libraries, APIs, data, and any other information contained therein;
(3) “Member” means an individual who has agreed to these Terms and the Regulations and has completed the Membership Registration process as described in Article 4;
(4) “Member Services” refers to the services provided by us exclusively to Members through the Website;
(5) “Membership Registration” means the registration set forth in Article 4, Paragraph 1;
(6) “Member Registration Information” means the information defined in Article 5, Paragraph 1;
(7) “Login Information” means the identification codes (ID), email addresses, passwords, and other information specified by us that Members use to log in to the Service, including those set up in services operated by us or third parties that are integrated with the Service;
(8) “Products” mans the products purchased by Members using the Service;
(9) “Service Agreement” means the agreement based on these Terms and the Regulations;
(10) “Regulations” means terms, regulations, rules, standards, guidelines, manuals, and other arrangements (regardless of name) that stipulate the terms and conditions of use of the Service, the contents of individual Sales Agreements, and other matters applicable to Members when using the Service, which are posted on the Website or notified to Members by methods specified by us from time to time;
(11) “Sales Agreement” means any agreement for the sale and purchase of Products concluded between us and a Member through the Service in accordance with the methods specified by us;
(12) “Third-Party Content” means any texts, images, videos, logos, marks, CG models, music, sound, codes, programs, software, libraries, APIs, data, or any other information any right for which is owned by a third party, including information on any website or service of a third party linked to or otherwise referenced on the Website or Service;
(13) “Intellectual Property Rights” means copyrights (including the rights stipulated in Articles 27 and 28 of the Copyright Act of Japan), neighboring rights, patent rights, utility model rights, trademark rights, design rights, and trade secrets, shared data with limited access and other rights to the interests protected under the Unfair Competition Prevention Act of Japan, and all other intellectual property rights (including, without limitation, all rights to obtain a patent or other intellectual property rights, and rights arising from a trademark registration application, and all rights that may be newly recognized in the future due to an amendment to laws or regulations or any other reasons), including all rights equivalent to any of the foregoing in foreign countries, regardless of whether registration is required.
ARTICLE 3. AMENDMENT OF THESE TERMS AND CONDITIONS
1. We may amend these Terms without an agreement with each Member in accordance with the provisions of Article 548-4 of the Civil Code of Japan in any of the following cases:
(1) if the amendment to these Terms conforms to the general interest of Members; or
(2) if the amendment to these Terms does not run afoul of the purpose of the Service Agreement and is reasonable in light of the circumstances concerning the amendment such as the necessity of the amendment and appropriateness of the details of the amended Terms.
2. When amending these Terms pursuant to the preceding Paragraph, we shall make the intention to amend these Terms, the details of the amended Terms, and the effective date of the amendment known by the method separately specified by us. In the case of an amendment pursuant to Item 2 of the preceding Paragraph, we shall make those matters known by the time when the amendment takes effect.
3. In addition to the provisions of the preceding two Paragraphs, we may, by obtaining Member’s consent in the manner specified by us, amend these Terms and the Service Agreement with the Members.
ARTICLE 4. MEMBERSHIP REGISTRATION
1. Customers who wish to use the Service must complete a Member Registration by creating an account for the Service in the manner specified by us.
2. Applications for Membership Registration shall be made in accordance with the methods specified by us, on the premise that the applicant agrees to all the provisions of these Terms.
3. The customer who has submitted the application referred to in the preceding Paragraph (the “Applicant”) shall be registered as a Member and the Service Agreement shall be deemed to have been concluded between the Applicant and us, at the time when we completes the processing of the application and a webpage indicating that the Membership Registration has been completed is displayed on the Applicant’s device in accordance with the procedures specified by us.
4. We shall not be obligated to notify or explain the reasons for rejecting an application to the Applicant, and the Applicant hereby agrees to this.
5. We may refuse to approve an application if the Applicant falls under any of the following Items:
(1) if the Applicant has violated, or we determine that the Applicant is likely to violate any terms and conditions related to any products or services provided by us (including, without limitation, these Terms);
(2) if we determine that the Applicant has been subject to any measures such as revocation, cancellation, or suspension of qualification in relation to any products or services provided by us (including, without limitation to, revocation, cancellation, or suspension of Membership Registration under these Terms), or that the Applicant is substantially the same as such a person;
(3) if the Applicant has, without valid reason, delayed payment of fees or otherwise failed to perform their obligations, refused or become unable to accept products for a long term, or refused to return or exchange products in relation to any product or service provided by us;
(4) if the Applicant falls under any of the Items of Article 17, Paragraph 1, or any of the Items of Article 29, Paragraphs 1 through 3, or if we determine that the Applicant is likely to fall under any of those Items;
(5) if the application is made in violation of Paragraph 6 or 7 of this Article;
(6) if the application contains false, incorrect, or omitted information, or if there are other deficiencies in the application;
(7) in the case where the Applicant is engaged in a business that competes with ours, or in any other case where we determine that the Applicant’s purpose of entering into the Service Agreement is to investigate information related to us; or
(8) in any other case where we determine that approving the registration is inappropriate for the operation and management of the Service.
6. Members who are minors, adult wards, persons under curatorship, or persons under assistance may not use the Service (including, without limitation, applications for and changes to Membership Registration), if the operation of the terminal or other equipment related to the use of the Service is not performed by their legal representative or if prior consent from their legal representative has not been obtained.
7. Officers, employees, or other representatives of corporations or other organizations who use the Service on behalf of such corporations or organizations represents and warrants to us that they have all necessary authority and capacities to do so.
ARTICLE 5. CHANGE OF MEMERSHIP REGISTRATION INFORMATION
1. If there are any changes to the information provided to us at the time of application under Paragraph 2 of the preceding Article (“Membership Registration Information”), the Member shall notify us of the changes in advance (or as soon as possible after the change if advance notice is not feasible) using the method specified by us.
2. We shall not be liable for any inability of the Member to use all or part of the Service, or for any termination of the Service Agreement or other damages or disadvantages incurred by the Member, resulting from the Member’s failure to update their Membership Registration Information in accordance with the preceding Paragraph.
ARTICLE 6. SUSPENSION OF USE AND CANCELLATION OF MEMBERSHIP
1. If it is determined after the Membership Registration that a Member falls under any of the following Items, or if Member falls under any of the following Items after the Membership Registration, we may, without prior notice, suspend the use of the Service, cancel the Membership Registration, terminate the Sales Agreement, or take other measures deemed appropriate by us:
(1) if a Member falls under any of the Items of Paragraph 5 of Article 4; or
(2) if a Member violates these Terms or Regulations (including minor violations).
2. In the event that Membership Registration is canceled pursuant to the preceding Paragraph, the Service Agreement between the Member and us shall terminate simultaneously.
3. Even if the use of the Service is suspended, Membership Registration is canceled, or other measures are taken pursuant to the preceding Paragraph, we shall not be liable for any damages
or disadvantages incurred by the Member as a result thereof. Furthermore, in such cases, the Member shall not be exempted from any transaction obligations, including payment obligations, that have already arisen under any Sales Agreements or other transactions with us, or from the performance of obligations under the Service Agreement.
4. Notwithstanding the provisions of the preceding Paragraph, if the Service Agreement between the Member and us falls under the definition of a consumer contract under the Consumer Contract Act of Japan, we shall be liable in accordance with the provisions of Article 28.
ARTICLE 7. MANAGEMENT OF LOGIN INFORMATION
1. Members must manage and store their Login Information securely at their own risk.
2. Members shall not allow any third party to use their Login Information, or transfer, sell, inherit, lend, disclose, or leak their Login Information to any third party without our prior consent.
3. If a Member becomes aware that their Login Information has been stolen or used improperly by a third party, such Member must immediately notify us and comply with our instructions.
4. If Login Information transmitted in connection with the use of the Service is identical to the Login Information registered with us at the time of Membership Registration or at the time of changing Membership Information after Membership Registration, we may deem such Login Information to have been entered and transmitted by the Member.
5. Members shall be solely responsible for any damages arising from insufficient management of their Login Information, errors or omissions in use of their Login Information, or use of their Login Information by third parties, and we shall not be liable for any damages, compensation, indemnification, or any other liabilities whatsoever. However, if the Service Agreement between the Member and us falls under the definition of a consumer contract under the Consumer Contract Act of Japan, we shall be liable in accordance with the provisions of Article 28.
ARTICLE 8. PURCHASE OF PRODUCTS
1. Members may purchase Products from us through the Service.
2. The content of each Product, the amount, payment method, and payment due date for the purchase of each Product, and other terms and conditions of the Sales Agreement shall be specified in the relevant Regulations, displayed on the Website, or notified to the Member by other methods designated by us.
3. A Sales Agreement shall be concluded when a Member places an order in accordance with the method specified by us and we send the Member confirmation of the conclusion of the Sales Agreement.
4. Except as provided in the Items of Paragraph 1 of Article 6, we may refuse orders and cancel Sales Agreements after their formation for reasons such as product shortages, stock shortages,
exceeding the maximum purchase quantity per Member, or other compelling reasons. In such cases, the Member shall not be entitled to demand performance of the Sales Agreement, and we shall not be liable for any damages or other liabilities.
ARTICLE 9. METHOD OF PAYMENT
1. Members shall make payment for the purchase of the Products in accordance with the method specified by us after the formation of the Sales Agreement.
2. If payment is made using a credit card or other third-party payment service, the Member shall comply with the terms and conditions separately agreed upon with the payment service provider. In the event of any dispute arising between the Member and the payment service provider or any other third party in connection with the use of such payment service, the Member shall resolve such dispute at their own expense, and we shall not be liable for any such dispute.
ARTICLE 10. DELIVERY OF PRODUCTS
1. We will ship the Products to the Member using the method specified by us after confirming that the full payment has been made by the Member.
2. Members acknowledge and agree that delivery may be delayed due to delivery area, delivery status, order volume, or other reasons.
ARTICLE 11. TRANSFER OF OWNERSHIP AND RISK
1. Ownership of the Products shall be transferred to the Member upon full payment of the purchase price and completion of delivery by the delivery company designated by us or our designated third party.
2. The risk of loss for the Products shall be transferred to the Member at the time the Product is handed over to the delivery company by us or our designated third party.
ARTICLE 12. RETURNS, EXCHANGES, OR CANCELLATION OF ORDERS
1. Except in cases where the Product delivered to the Member does not conform to the terms of the Sales Agreement with respect to the kind, quality, or quantity (“Non-conformity”), we shall not be obligated to cancel or terminate the Sales Agreement, refund or reduce the amount of payment already received, accept return of the Product, exchange or repair the Product, or take any other actions.
2. In the event of a Non-Conformity with respect to the kind or quality of the Product, we will accept the return of the Product and exchange it for a Product without Non-Conformity, provided that all of the following conditions are met. In such case, the costs for return shipping and redelivery shall be borne by us.
(1) The Product must be unused;
(2) the packaging and accessories of the Product must be returned in the same condition as when delivered; and
(3) the Member must apply for a return within 7 days of receiving the Product using the method designated by us.
3. Notwithstanding the provisions of the preceding Paragraph, if we do not have exchange inventory for the Product with Non-Conformity, we may, in lieu of exchange, refund the sales price of the Product at the time of purchase, as well as the shipping fees and various other fees incurred by the Member at the time of purchase. However, if the Member ordered multiple Products and is returning some of them, the Member will bear the shipping fees and various other fees incurred by the Member at the time of purchase of those Products.
4. If a Product shipped to a Member is returned to us without valid reason (including, without limitation, long-term absence, incorrect address, or returning or refusal or inability to accept a Product without Non-Conformity), we will store the Product for up to three months from the date of our receipt. In such cases, we will notify the Member without delay after receiving the Product and may request the Member to provide instructions for the pickup of the Product within a reasonable period of time. If the Member provides instructions for the redelivery of the Product, we will deliver the Product in its current condition at the Member’s expense. We shall not be liable for any damages or other liabilities with regard to the state of Product (including, without limitation, any deterioration, deformation, wear and tear, damage, and decay).
5. If any Product returned by a Member to us contains the Member’s personal belongings, we will notify the Member without delay upon receipt and may request the Member to provide instructions regarding the collection of such personal belongings within a reasonable period of time. If we receive instructions from the Member regarding the collection of such personal belongings, we will deliver them to the Member in their current condition at the Member’s expense. We shall not be liable for damages or other liabilities with regard to any loss, damage, or defacement of such personal belongings during delivery or while in our custody. Furthermore, if the Member does not provide instructions within a reasonable period of time, we shall deem that the Member has abandoned all rights, including ownership, to the personal belongings, and may dispose of them at our discretion by means such as destruction. We shall not be liable for any damages or other liabilities to the Member or any third party in connection with such disposal.
ARTICLE 13. THIRD-PARTY CONTENT
1. The Website and the Service may contain Third-Party Content, or the use of the Website or the Service may involve the use of Third-Party Content.
2. Third-Party Content is subject to the license terms specified for each Third-Party Content. In the event of any conflict between the license terms for Third-Party Content and these Terms, the license terms for the Third-Party Content shall prevail. Members must, before using the Service, read and agree to the license terms for any Third-Party Content linked to or referenced in the Service, in addition to these Terms.
3. We shall not be liable for any damages or other disadvantages incurred by Members as a result of their violation of the license terms for Third-Party Content. However, if the Service Agreement between the Member and us falls under the definition of a consumer contract under the Consumer Contract Act of Japan, we shall be liable in accordance with the provisions of Article 28.
ARTICLE 14. EQUIPMENT, ETC.
Members shall install and maintain at their own expense all equipment, terminal, devices, software, systems, and other facilities necessary for the use of the Service or in connection therewith, and shall bear all costs related thereto, including telecommunication chareges and internet connection charges. We shall not be involved in Members’ access environments and shall not be liable for any preparation, operation, or other matters related thereto.
ARTICLE 15. SUSPENSION OF SERVICE
1. We may suspend or interrupt the provision of all or part of the Service to Members without prior notice if any of the following circumstances occur:
(1) if the Member violates these Terms (including minor violations) or if we determine that the Member is likely to do so;
(2) when any regular or emergency maintenance, repair, or other necessary work is implemented on the equipment, terminal, devices, software, systems, or other facilities (the “Service Equipment”) necessary for the provision of the Service or in connection therewith;
(3) in the event that the Service Equipment is suspended due to an accident or any other malfunction, failure, or other issue occurs with the Service Equipment;
(4) in the event of epidemics or infectious diseases, power outages, fires, earthquakes, tsunamis, floods, lightning strikes, typhoons, heavy snowfall, or other natural disasters, wars, civil unrest, terrorism, riots, or other social disturbances, labor disputes, or other force majeure events that make it difficult to provide the Service;
(5) when the government, local authorities, or other public agencies request us to suspend or interrupt the provision of the Service;
(6) in cases of emergency where it is necessary to ensure the prevention or relief of disasters, the maintenance of transportation, communications, or power supply, or the maintenance of public order and safety; or
(7) in other cases where we determine that the suspension or interruption of the Service is necessary in order to prevent hindrance to the execution of our business.
2. If we suspend or interrupt the provision of all or part of the Service based on the preceding paragraph, we will notify Members of such suspension or interruption by a method we deem appropriate. However, this does not apply in cases of emergency where such notification is not feasible.
3. We shall not be liable for any damages incurred by Members as a result of the suspension or interruption of all or part of the Service based on this Article.
ARTICLE 16. CHANGES AND TERMINATION OF SERVICE
1. Members acknowledge that the specifications, functions, or other content of our products or services, including the Service, may be changed without prior notice.
2. We may terminate all or part of the Service. In such cases, we will notify Members of the termination date in a manner deemed appropriate by us or make such notification public. However, this does not apply in cases of emergency or other compelling circumstances.
3. In the case set forth in the preceding Paragraph, the Service Agreement shall, to the limited extent concerning the Service termination, automatically terminate as of the date of the Service termination.
4. We shall not be liable for any damages incurred by Members as a result of any changes or termination of the Service or termination of the Service Agreement under this Article.
ARTICLE 17. PROHIBITED ACTS
1. No Member shall engage in any of the following acts:
(1) acts constituting a crime, acts contrary to public order and morality, or other acts in violation of laws and regulations;
(2) acts that violate these Terms (including minor violations);
(3) acts that cause inconvenience, disadvantage, damage, embarrassment, or discomfort to us, or other Members or other third parties;
(4) acts related to the Service that, without valid reason, delay payment of fees or otherwise fail to perform their obligations, refuse or become unable to accept delivery of Product, or refuse to accept returns or exchanges;
(5) becoming unreachable or rendering us unable to contact the Member;
(6) canceling an order or returning a Product without valid reason, or other acts that interfere with the operation of the Service or is likely to cause disruption to the Service;
(7) acts that infringe upon the Intellectual Property Rights, moral rights of authors, moral rights of performers, portrait rights, publicity rights, reputation, credit, privacy, ownership rights, or other rights or legally protected interests of us, other Members, or third parties;
(8) except as expressly permitted by these Terms or as otherwise permitted by us, any act of reproducing, selling, publishing, or otherwise using information obtained through the Service;
(9) uploading to the Service or otherwise transmitting any computer viruses, computer codes, files, programs, or other materials that interfere with, alter, delete, destroy, or restrict the functions of our or third parties’ software, hardware, or communication devices, or that are likely to do so, or any other acts that interfere with the use or operation of our or third parties’ equipment, facilities, systems, or other resources;
(10) accessing personal information, intellectual property, or other data stored on computers, servers, or other systems used by us through means such as crawling, scraping, or other unauthorized methods, and obtaining, storing, altering, deleting, or destroying such data;
(11) registering information that contains false or misleading content during the Membership Registration process;
(12) impersonating a third party, falsely representing the Member’s relationship with another person or organization, or concealing or attempting to conceal the Member’s identity;
(13) using a third party’s Login Information, regardless of whether the third party has given permission;
(14) allowing a third party to use the Member’s Login Information;
(15) using the same Login Information simultaneously to access the Service from multiple devices;
(16) a Member obtaining multiple Membership Registrations (including, without limitation, registering separately from a computer, mobile phone, or smartphone);
(17) using all or part of the Service for products or services that compete with our business;
(18) providing all or part of the Service to a third party, whether for compensation or not
(19) analyzing the structure, functions, processing methods, or obtaining the source code of all or part of the Service through tracing, debugging, disassembly, decompiling, reverse engineering, or other means;
(20) any act of altering all or part of the Service;
(21) the act of incorporating all or part of the Service into another software, or incorporating all or part of another software into the Service;
(22) the act of deleting or modifying any intellectual property rights notices of the Service;
(23) any act that we determine is likely to fall under any of the above acts; or
(24) any other acts that we determine to be inappropriate.
2. If a dispute arises between a Member or us and a third party as a result of or in connection with a violation (including minor violations) of any of the Items of the preceding Paragraph, such Member shall resolve such dispute at their own risk and expense and shall not cause any inconvenience to us, and shall compensate us and third parties for all damages (including attorneys’ fees) incurred by us or third parties.
3. We may take any measures permitted by law or these Terms, as well as any other reasonable measures to remedy any violation by a Member of any of the provisions of Paragraph 1.
ARTICLE 18. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights, ownership rights, and all other rights related to the Service shall belong exclusively to us or to third parties who have granted us the rights. Neither the conclusion of the Service Agreement nor the provision of the Service shall constitute a transfer, license, or other disposition of any Intellectual Property Rights, ownership rights, or other rights of us or third parties related to the Service, except as expressly provided in these Terms. Therefore, No Member may use the Service beyond the scope expressly permitted under these Terms.
ARTICLE 19. CONFIDENTIALITY
1. Each Member shall not disclose to any third party, in any media or by any means, including without limitation oral communication, written documents, and electromagnetic media, any ideas, know-how, inventions, texts, images, videos, diagrams, photographs, specifications, data, software, or any other information of a technical, commercial, or operational nature (collectively the “Confidential Information”) disclosed by us to the Member in connection with the provision of the Service or otherwise in connection with the Service Agreement, without our prior written consent, for any purpose other than the use of the Service or the exercise of rights or performance of obligations under the Service Agreement, or disclose or leak any Confidential Information to any third party.
2. Notwithstanding the provisions of the preceding Paragraph, information that the Member has proven falls under any of the following Items shall not be deemed Confidential Information:
(1) information that was already publicly known at the time of disclosure;
(2) information that was already in the Member’s legitimate possession at the time of disclosure;
(3) information that becomes publicly known after disclosure due to reasons not attributable to the Member;
(4) information independently developed by the Member after disclosure without reference to any Confidential Information; or
(5) information obtained lawfully and without any confidentiality obligations from a third party who is not subject to any confidentiality obligations toward us and who has legitimate authority to disclose such information.
3. Members shall store and manage all documents and other media (including those recorded electronically) containing Confidential Information, as well as their copies (hereinafter collectively referred to as “Confidential Documents”), with the due care of a prudent manager.
4. Members shall not reproduce or modify all or part of the Confidential Documents without prior written consent from us.
5. Members shall, upon our request or upon termination of the Service Agreement for any reason, promptly destroy or delete Confidential Documents in a manner that prevents reproduction, or return them to us in accordance with our instructions.
6. The provisions of this Article shall remain in effect for three years following the termination of the Service Agreement, regardless of the reason for such termination.
ARTICLE 20. HANDLING OF PERESONAL INFORMATION
Members agree that we may handle Membership Registration Information and other personal information of Members in accordance with our “Privacy Policy,” within the scope necessary to achieve the purposes specified in such policy.
ARTICLE 21. NO ASSIGNMENT
1. Members shall not assign, transfer, pledge, or otherwise dispose of any rights or obligations arising from the Service Agreement, in whole or in part, to any third party.
2. In the event that we transfer the business related to the Service to a third party, we may transfer any status as a party to the Service Agreement, any rights or obligations arising from the Service Agreement, and Membership Registration Information and other information (including personal information) to the transferee of such business. Members hereby agree in advance to such transfer upon the establishment of the Service Agreement. The transfer of business in this Paragraph includes not only ordinary business transfers but also any other cases where business is transferred, including company splits.
ARTICLE 22. TERM
1. The Service Agreement shall remain in full force and effect from the date of its establishment until its termination in accordance with these Terms (regardless of the reason for termination).
2. Notwithstanding the provisions of the preceding Paragraph, the provisions of Article 4, Paragraph 4; Article 5, Paragraph 2; Article 6, Paragraphs 3 and 4; Article 7; Article 8, Paragraph 4; Article 9, Paragraph 2; Article 12; Article 13, Paragraph 3; Article 14; Article 15, Paragraph 3; Article
16, Paragraph 4; Article 17; Articles 19 through 21; Article 22, Paragraph 2; Article 24, Paragraphs 2 through 5; Articles 26 through 28; Article 29, Paragraph 5; and Articles 30 through 35 shall remain in full force and effect even after the termination of the Service Agreement, regardless of the reason for termination.
ARTICLE 23. TERMINATION BY MEMBER
Members may terminate the Service Agreement in its entirety at any time by notifying us in accordance with the method separately specified by us.
ARTICLE 24. TERMINATION BY US
1. We may immediately terminate all or part of the Service Agreement without any notice or demand if the Member falls under any of the following Items:
(1) if a petition for bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation regarding the Member is filed by or against the Member;
(2) if any check or promissory note issued or endorsed by the Member is dishonored even once, or if the Member is subject to a transaction suspension order by an electronic clearinghouse;
(3) if a petition for attachment, provisional attachment, provisional disposition, judicial enforcement, or auction sale is filed with respect to the Member’s assets;
(4) if the Member is subject to disposition for delinquent taxes and public dues;
(5) if the Member obstructs or attempts to obstruct the operation of the Service or our business in any manner;
(6) if the Member uses or attempts to use the Service with the intent, content, or method to cause damage to us, or any other Member or third party;
(7) if we determine that there is no reasonable expectation that the Member will fulfill their obligations under the Service Agreement (including cases where there is no reasonable expectation that the Member will receive the Products that they ordered);
(8) if the Member’s whereabouts become unknown or the Member cannot be contacted for a long term (including cases where the Product that the Member ordered is returned to us due to refusal of delivery, long term absence, or an incorrect address, and you do not collect the Product within three months of our receipt of the return);
(9) in the event of death;
(10) in the event of dissolution without merger;
(11) in the event of a violation of these Terms (including minor violations);
(12) if any circumstances arise in countries other than Japan that we deem to be equivalent to any of the above Items; or
(13) in other cases where we determine that there is an obstacle to the conduct of our business.
2. If the Member falls under any of the Items of the preceding Paragraph, all obligations of the Member to us shall be automatically accelerated and become immediately due and payable.
3. Even if we terminate the Service Agreement pursuant to Paragraph 1, we may claim compensation from the Member for any damages (including attorneys’ fees) incurred by us as a result of the Member’s falling under any of the Items of the same Paragraph.
4. Even if the termination of the Service Agreement pursuant to Paragraph 1 causes damage to the Member or a third party, we shall not be liable for such damage.
5. Even if the Service Agreement is terminated pursuant to Paragraph 1, the Member shall not be relieved of the obligation under the Service Agreement that has been accrued prior to the termination.
ARTICLE 25. NOTIFICATIONS TO MEMBERS
1. We may notify the Member or otherwise communicate with the Member by mail, email, or other appropriate means to the contact information registered as their Membership Registration Information (the “Registered Contact Information”) or by any other means separately specified by us.
2. If the Member changes their Registered Contact Information, they must notify us of such change in accordance with the provisions of Article 5, Paragraph 1. In such case, we may request the Member to submit public documents or other documents to prove the fact of the change. If the Member fails to notify us of any change in their Registered Contact Information, any notices or other communications from us in accordance with these Terms shall be deemed to have been made by our communications to the Member’s latest Registered Contact Information registered as Membership Registration Information.
3. If we send a notice to the Member via email, such notice shall be deemed to have been received by the Member at the time the email is transmitted from our email server. In the unlikely event that the email is unreadable due to character encoding issues or other reasons, the Member shall immediately contact us and request confirmation of the content.
4. If we send a notice to a Member by postal mail, such notice shall be deemed to have been received at the time it would normally have been delivered.
5. If we contact the Registered Contact Information and request the Member to contact our designated contact information within a reasonable period of time specified in such notification, and the Member fails to contact the designated contact information within such period, we may deem the Member to fall under Article 24, Paragraph 1, Item 8, regardless of whether the notification was actually received by the Member.
ARTICLE 26. DAMAGES
If a Member causes damage to us or a third party due to a violation of this Agreement or other reasons attributable to the Member, the Member shall compensate us or the third party for all damages (including, without limitation, attorneys’ fees, and storage fees, redelivery fees, etc., incurred when the Product ordered by the Member is returned to us due to refusal of acceptance, long term absence, incorrect address, or any other reasons).
ARTICLE 27. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
1. We provide the Service as is and within the scope available at the time of provision. We make no warranties to Members regarding the Service, including, without limitation, the absence of mistakes, errors, bugs, security defects, or other defects; non-infringement of third-party Intellectual Property Rights or other rights or interests; non-interference with the operation of other equipment, devices, software, or systems other than the Service; reliability, accuracy, completeness, security, effectiveness, or suitability for any particular purpose; or any other matters.
2. The Service operates only to the extent that terminals and other environments meet the specifications separately specified by us, and we do not guarantee that the Service will operate normally on other hardware or other operating environments.
3. Members shall, at their own expense and responsibility, investigate and comply with all applicable domestic and foreign laws and regulations, industry guidelines, and the terms of use for Third-Party Content, and we make no warranties regarding such matters.
4. Any transactions, communications, disputes, or other matters arising between a Member and other Members or third parties shall be handled and resolved at the sole responsibility and expense of the Members. We shall not be liable for any such matters. However, if the Service Agreement between a Member and us constitutes a consumer contract as defined under the Consumer Contract Act of Japan, we shall be liable to such Member in accordance with the provisions of Article 28.
5. Except in cases of intentional acts or gross negligence on our part, we shall not be liable for any damages incurred by Members or third parties in connection with the Service, regardless of the cause, including breach of contract or tort. Even if we are liable to compensate a Member for damages, the amount of such compensation shall be limited to the ordinary damages directly and actually incurred as a result of our intentional acts or gross negligence, and shall not include any lost profits and other indirect or consequential damages, regardless of whether such damages were foreseeable or not. Furthermore, the amount of such compensation shall not exceed the amount of the actual payment received by us as the purchase price for the Products purchased by
the Member through the Service during the one-year period immediately preceding the month containing the date on which the facts giving rise to the damages occurred.
6. We shall be deemed to have fulfilled our obligations to deliver the Products and shall be exempt from liability for such obligations by contacting the Member at the contact information registered as Membership Registration Information and delivering the Products to the delivery address specified at the time of order.
ARTICLE 28. APPLICATION OF CONSUMER CONTRACT ACT
1. Even if these Terms contain provisions reducing or exempting our liability for damages (regardless of the cause, including breach of contract or tort) to Members, if the contract between a Member and us falls under the definition of a consumer contract under the Consumer Contract Act of Japan and the Member suffers damage due to our intentional or negligent acts or omissions, we shall be liable to compensate the Member for such damage.
2. In the case of the preceding Paragraph, if the damage is caused by our slight negligence, the amount of damages that we shall compensate the Member shall be limited to the ordinary damages that were directly and actually incurred as a result of our slight negligence, and shall not include lost profits or other indirect or consequential damages, regardless of whether such damages were foreseeable or not. Furthermore, the amount of damages to be compensated under this Paragraph shall be limited to the amount of the purchase price of the Products purchased by the Member through the Service during the one-year period immediately preceding the month containing the date on which the facts giving rise to the damage occurred.
ARTICLE 29. ELLIMINATION OF ANTI-SOCIAL FORCES
1. We and the Member each represent and warrant to the other that neither they nor their officers or employees fall under any of the following Items (“Anti-Social Forces”):
(1) an organized crime group;
(2) a member of an organized crime group (including a person with less than five years after stopping being a member of an organized crime group);
(3) a quasi-member of an organized crime group;
(4) a related company or association of an organized crime group;
(5) a corporate extortionist, etc., a politically-branded racketeering organization, or a special intelligence organized crime group, etc.;
(6) any person or entity equivalent to any of the preceding Items; or
(7) co-habitants, close associates, or close acquaintances of any person or entity falling under any of the preceding Items.
2. We and the Member each represent and warrant to the other that they do not have any relationship with Anti-social Forces that:
(1) the Anti-Social Forces control their management;
(2) the Anti-Social Forces are substantially involved in their management;
(3) they exploit the Anti-social Forces, such as for the purpose of pursuing illicit gains for themselves or a third party, or for the purpose of inflicting damage on a third party;
(4) they provide funds etc. or extending support to the Anti-Social Forces; or
(5) any of their officers or any individual substantially involved in their management has a socially unacceptable relationship with the Anti-Social Forces.
3. We and the Member pledge to each other that they will not engage in any of the following acts, either directly or through a third party:
(1) any act of violent demand;
(2) making an unjustifiable demand beyond legal responsibility;
(3) using threatening behaviors or violence in connection with transactions
(4) damaging the other’s credibility by spreading rumors, using fraudulent means, or using force, or interfering with the other’s business; or
(5) any other acts equivalent to the preceding Items
4. If we have reasonable grounds to suspect that a Member violates any part or all of the preceding three Paragraph, we may investigate the matter, and the Member shall cooperate fully in such investigation. Additionally, if either we or a Member determines that such party violates or is likely to violate any part or all of the preceding three Paragraphs, such party shall immediately notify the other to that effect.
5. If either we or the Member violates any part or all of the provisions of the first three Paragraphs of this Article, all obligations of the violating party shall be accelerated and become immediately due and payable, and the non-violating party may immediately terminate the Service Agreement without any notice, demand, or other procedure, and may claim compensation for any damages (including attorneys’ fees) incurred as a result of such violation. The violating party shall not be entitled to claim any damages or other claims from the other party arising from such termination.
ARTICLE 30. ENTIRE AGREEMENT
Except as otherwise provided in these Terms, the Service Agreement constitutes the entire agreement between us and the Member regarding the use of the Service. Any prior express or implied oral, written, electronic, or other agreements, negotiations, proposals, or materials between us and the Member, regardless of the medium or method of communication, shall not be binding if they conflict with the terms of the Service Agreement.
ARTICLE 31. SEVERABILITY
Even if any part of these Terms is deemed invalid or revoked under the Consumer Contract Act of Japan or other applicable laws or regulations, the remaining provisions of these Terms shall remain in full force and effect. Furthermore, even if all or part of these Terms is deemed invalid or revoked in relation to a specific Member, these Terms shall remain in full force and effect with respect to other Members.
ARTICLE 32. NO WAIVER
Any waiver by us of any rights under the Service Agreement, in whole or in part, shall not be effective or binding unless made in writing and signed by an authorized representative of us.
ARTICLE 33. GOVERNING LAW
1. These Terms and the Service Agreement shall be governed by and construed in accordance with the laws of Japan.
2. The original version of these Terms is in Japanese. English and other translated versions may be prepared for reference purposes, but in the event of any inconsistency or conflict between the Japanese version and any translated version, the Japanese version shall prevail.
ARTICLE 34. DISPUTE RESOLUTION
1. Any and all disputes between Members residing in Japan and us arising out of or in connection with these Terms or the Service Agreement shall be subject to the exclusive agreed jurisdiction of the Tokyo District court in the first instance.
2. Any and all disputes between Members residing outside of Japan and us arising out of or in connection with These Terms or the Service Agreement shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The place of the arbitration shall be Tokyo, Japan, and the arbitration proceedings shall be conducted in Japanese.
ARTICLE 35. NEGOTIATION
In the event of any matters not specified in these Terms or any doubts arising regarding their interpretation, we and the Member shall resolve such matters through mutual consultation in good faith.
Enacted on August 1, 2025