Article 1 Membership qualification

• 1. Member shall mean the individual or corporate body who, upon acknowledging these terms of Membership (hereinafter referred to as "Terms"), has applied to become a Member (hereinafter referred to as "Member") of the site "Tokyo Brands Marketplace" (hereinafter referred to as "Site") operated by Tokyo Brands Co., Ltd.. (hereinafter referred to as "Company"), in order to use services (hereinafter referred to as "Services") through the Site using the internet, and whose Membership has been admitted by the Company.
• 2. The Member shall use the Services in accordance with these Terms, the method of purchase set forth by the Company and other provisions, regulations, conditions, etc. set forth by the Company as necessary.
• 3. The Member shall not allow a third party to use, jointly use with a third party, or dispose of such as by leasing, assigning, transferring, selling, pledging as collateral, etc., Membership qualification or rights and obligations based on Membership qualification. The Company shall assume no responsibility whatsoever with respect to damages arising from the violation of the above.
• 4. The user name and password that the Company grants to the Member shall be managed at the responsibility of the Member. The Company shall assume no responsibility with respect to damages arising from a third party’s theft or misapplication of the user name and password.
• 5. The Member shall be a corporate body or individual capable of abiding by the law and efficiently implementing commercial transactions based on the Civil Code, Commercial Code and other laws of Japan. Any party falling under any one of the following may not become a Member. In the event that the Member falls under any one of the following, the Member shall immediately lose Membership qualification without any notice.
  
  • o　A party associated with an organization offensive to public order and morals;
  • o　A party that belongs to an organization that may possibly encourage the collective or chronic performance of violent acts, etc. and a party that has business with such organization;
  • o　A party that belongs to an organization that has been subject to disposition based on the Act on the Control of Organizations which Committed Indiscriminate Mass Murder and a party that has business with such organization;
  • o　A party that is engaged in the sex-related amusement business set forth in Article 2-5 of Act Regulating Adults Entertainment Business, etc. or a party that is to use the area of lease, etc. for such business;
  • o　A party that conducts or possibly conducts concealment and receipt of proceeds of crime set forth in the Act for Punishment of Organized Crimes, Control of Crime Proceeds and Other Matters or a party that has business with such party;
  • o　A person restricted from collecting claims set forth in Article 24 - 3 of the Money-Lending Business Control and Regulation Law or similar party.

Article 2 Relationship between the Member and the Company to which the Member belongs

• 1. The Member, whether a corporate body or an individual, shall agree that the purchase of products only for business use.
• 2. In the event that an individual applies for Membership as the representative of the corporate body to which such individual belongs (hereinafter the person applying for Membership as a corporate body shall be referred to as "Corporate Applicant") and the Company acknowledges such Membership as a corporate body, all transactions on the Site shall be concluded between the Company and the said corporate body (hereinafter referred to as "Corporate Member").
• 3. In the event that the Corporate Applicant is found to have applied for Membership to the Company without obtaining the approval of the corporate body, the Company may immediately terminate the Membership qualification of the said Corporate Member or the purchase of products without notice.
• 4. Notwithstanding the foregoing paragraph, in the event that the Corporate Applicant applies for Membership without obtaining the approval of the Corporate Member or purchases products beyond the scope approved by the Corporate Member, and the Company is unable to receive the Corporate Member’s payment for products, the Company may claim the Corporate Applicant for all damages incurred by the Company; provided, however, that such right does not mean in any terms the Company’s waiver of the right to request the Corporate Member for payment for products. Further, disputes arising as a result of such act shall be settled between the Corporate Member and the Corporate Applicant, and the Company shall assume no responsibility whatsoever towards the Corporate Member and the Corporate Applicant.

Article 3 Changes in Terms and conditions of Membership

• 1. The Company may, at its discretion, change the Terms at any time. In the event that the Terms are to be changed, notice to the Member of such change shall be by announcement on the Site.
• 2. Changes in the Terms shall become effective from the time the notice of such change is posted on the Site.
• 3. The Member shall be deemed to have acknowledged the said change in the Terms at the time the Member uses the Site after the said change in the Terms.
• 4. The Company may, at any time, make changes to this Special Agreement and Guidelines, etc. at the Company’s discretion. Changes to this Special Agreement and Guidelines, etc. shall be made by the Company notifying Members by posting notice to that effect on the Site.
• 5. The change set out in the preceding paragraph shall become effective from the time the notice is posted on the Site. A Member shall be deemed to have consented to such change to the Special Agreement and Guidelines, etc. by the said Member’s use of the Service after the change.

Article 4 Membership application

• 1. The party (corporate body or Member) who is to become a Member shall apply to the Company for Membership by taking the Company’s designated procedures, upon thoroughly reading the Terms and understanding and approving of the details of the Terms.
• 2. The party who is to become a Member shall provide and register to the Site, the Company’s designated information (hereinafter referred to as "User Information") according to Article 8 (User information).
• 3. The Company may at times provide reference to credit agencies. The party who is to become a Member shall consent in advance to the Company’s such provision of reference.

Article 5 Additional service fees of the Site

• 1. The Company may at times provide additional service on the Site. In the event that the Member is to use such service, the Member shall pay additional service fees set forth by the Company.

Article 6 Relationship between the Member of the Site and exhibitor

• 1. Products may not be returned from outside Japan.
• 2. The sale of the exhibitor’s products to all or a part of the Members may at times be suspended due to the convenience of the exhibitor on the Site. In such event, the Company shall bear no responsibility whatsoever.
• 3. The Member may, by the method prescribed by the Company, apply for purchase of the products registered for display on the Site through the Service; provided, however, that the Member shall apply for purchase at the Member’s own responsibility, upon confirming, in advance, the import regulations, etc. of the country and region.
• 4. After conclusion of the purchase and sales agreement, the Member may not cancel or otherwise terminate the agreement for the Member’s own reasons.
• 5. There may be cases in which the country or region of the receiver may impose customs duties, value-added tax and other import duties, etc. (hereinafter referred to as "Import Duties, etc.") on the products purchased. Such Import Duties, etc. may not be included in Charges, etc. and shall be borne by the Member.

Article 7 Purchase

• 1. The Member may apply for purchase of products registered on display by the method designated by the Company.
• 2. The purchase agreement between the Member and the Company shall be concluded at the time the Company, in reply to the foregoing application for purchase, notifies the Member of its intention to sell the said products.
• 3. The method and conditions, etc. of payment for products sold by the Company to the Member shall be in accordance with the Company’s provisions separately set forth and/or the provisions set forth by the credit loan company, lease company or other financial institution.

Article 8 User information

• 1. The party who is to become a Member shall provide and register accurate and true User Information to the Company and the credit loan company, lease company or other financial institution. In the event of changes in User Information after acquiring Membership qualification, the Member shall promptly provide and register information after such change.
• 2. The Member guarantees that User Information provided is accurate and true, and that the Member has not concealed any important matters in the provision and registration of User Information.
• 3. The Company shall not assume responsibility in the event that a third party incurs damages as a result of the violation of the foregoing paragraph. In the event that the Company incurs damages as a result of the violation of the foregoing paragraph, the said Member shall be liable for compensating the Company for damages.
• 4. The Company may use User Information including personal information of the Member or of employees that belong to the Member, or transaction information concerning the Member’s use of Services (hereinafter referred to as "User Information", etc.) for the operation of the Site or for marketing. In addition, the Company may provide User Information, etc. to exhibitors, credit loan companies, lease companies or other financial institutions and to the Company’s affiliates and partner companies, to which the Member shall consent in advance.
• 5. User Information, etc. shall not be disclosed to a third party without the Member’s consent, except in the event separately set forth in these Terms or acknowledged by laws and ordinances.
• 6. User Information, etc. may at times be disclosed in the following events.
  
  • o　In the event that disclosure is requested by a public agency based on legal authority;
  • o　In the event that the said information is publicly known;
  • o　In the event that the Member’s individual consent with respect to disclosure is obtained in advance; and
  • o　In the event that general and statistical information based on User Information, etc. is to be disclosed (sufficient care will be taken so that the Member will not be identified).
• 7. The Company does not guarantee the effectiveness or validity of User Information, etc. disclosed based on the conditions set forth in these Terms. A third party’s use of such information shall be at the discretion and risk of such third party, and the Company shall assume no responsibility whatsoever with respect to such information.
• 8. The Member shall not identify oneself or other Members or disclose the names, addresses, or other information of other Members in or outside the Site.

Article 9 Notice

• 1. Notice from the Company to the Member shall be sent by e-mail to the e-mail address registered by the Member as User Information. Even in the event that the Member’s e-mail address has been changed, in the event that notice has been sent to the registered e-mail address, the Company shall be deemed to have effectively sent the notice.
• 2. The said Notice shall be deemed to have been delivered to the Member as of the passage of the period of time it ordinary takes for e-mails to be delivered from the time of the Company’s transmission.

Article 10 Violation of Terms, etc.

In the event that (1) the Member violates the Terms, (2) the Member takes acts that are inappropriate as Member, (3) the Member’s credibility or financial condition worsens or may possibly worsen, (4) the Company suspends the provision of the Services, or (5) the Company determines there to be other inevitable reason, the Company may immediately or after a certain period of notice, terminate the Member’s use of the Site or may terminate the Member’s Membership registration. The Company assumes no responsibility whatsoever with respect to whether or not the Member’s use of the Site has been terminated or whether or not the Member’s Membership registration has been terminated.

Article 11 Indemnity

• 1. The Company shall assume no liability whatsoever with respect to damages accruing as a result of changes, suspension, delay or termination of the contents of the Services or termination of Membership registration, etc. In the event that the contents of the Services are to be changed, suspended, delayed or terminated or the Member’s Membership registration is to be terminated, the Company shall assume no responsibility whatsoever with respect to whether or not to take such action.
• 2. In the event that a dispute arises between Members or between the Member and a third party (including, but not limited to exhibitors, credit loan companies, lease companies or other financial institutions), the Company shall assume no responsibility except in the event due to reasons attributable to the Company, and the Member shall settle such dispute at the Member’s responsibility. Even in the event that the dispute is due to reasons attributable to the Company, the Company’s liability shall be limited to the sales amount received by the Company in the said transaction.
• 3. In the use of the Services, the Company may, at times, introduce to the Member, providers of other services such as distribution and settlement, etc. but the Company does not provide any guarantee with respect to services provided to the Member by each service provider. Disputes arising with each service provider shall be settled by the Member at the Member’s responsibility.
• 4. The Company does not guarantee the quality, functions, compatibility, merchantability, delivery schedule or after-service, etc. of products purchased by the Member on the Site. The Company assumes no defect liability, liability for default or any other liability with respect to such products; provided, however, that in the event that the Company has the right to hold the exhibitor liable for defects in products purchased by the Member, the Company may transfer such right to the Member.
• 5. The Company assumes no responsibility with respect to product information, advice, instructions or any other information posted on the Site or received by the Member from the Company.
• 6. The Company shall bear no responsibility whatsoever with respect to the product purchased by the Member being confiscated, returned, etc. as a result of problems concerning Import Duties, etc. or the products being subject to import bans, etc. Even in the event that the product purchased by the Member is confiscated, returned, etc. due to problems concerning Import Duties, etc. or the products being subject to import bans, etc., the sales and purchase agreement shall not be cancelled after its conclusion.
• 7. The Company shall bear no responsibility whatsoever even in the event that the Member incurs damages as a result of delay in delivery, etc.
• 8. In the event that a dispute arises between Members or between a Member and a third party due to, inter alia, infringement of intellectual property right including copyright, trademark or design right with respect to the product purchased, the Member shall solve such dispute on the Member’s own responsibility without the Company assuming any responsibility.
• 9. Representation on the Site shall all be in Japanese yen with respect to prices and Japanese standard time (JST) with respect to time. A part of product information, etc. is displayed upon being translated from Japanese to a foreign language, but the accuracy of the translation shall not be guaranteed. Even in the event that damages resulting from the translations occur, the Company shall bear no responsibility for the damages.

Article 12 Alternative settlement

(1) In the event that the Company determines that the Member’s credibility or financial conditions is worsening or may possibly worsen, (2) in the event that settlement for any one of the Member’s transactions for purchasing products on the Site is refused by the credit loan company, lease company or other financial institution, or (3) in the event that settlement by the Member’s designated settlement method is not possible, the Company may, without notice, settle credits receivable from the Member in association with the Site or Services, including payments for products, charges, Membership fees and other service fees, by using settlement methods (including, but not limited to payment to bank accounts) designated by the said Member in other transactions on the Site, and the Member shall consent to the same. In such event, the Company shall notify the Member to that effect after settlement without delay.

Article 13 Changes, termination of service

The Company may change, suspend, terminate or abolish all or a part of the Services without prior notice or announcement to the Member.

Article 14 Membership withdrawal

The Member may withdraw from the Services by the method designated by the Company; provided, however, that the Member may not withdraw Membership during the time the Member is participating in purchase on the Site.

Article 15 Governing law

• 1. These Terms and all transactions associated with the Services shall be governed by and construed with the laws of Japan, regardless of the Member’s nationality, address or place of storage of products, etc.
• 2. Even in the event that a provision of these Terms are judged invalid by the court of jurisdiction, the other provisions of these Terms shall remain effective.
• 3. Sales amounts, charges, commission and other settlement accruing in the relationship with the Company shall be settled in yen except in the event separately agreed upon between the Member and the Company or in the event otherwise set forth.

Article 16 Court of jurisdiction

In the event of lawsuits or disputes arising between the Member and the Company with respect to the use of the Services, the Tokyo District Court shall be the court of first instance with exclusive jurisdiction.

Article 17 Copyrights, etc.

• 1. Images, texts, marks, trademarks and all other information (whether all or a part of such information) posted on the Site (including displays of individual exhibitors) may not be reproduced, used or transmitted on other sites without the Company’s prior consent.
• 2. Some products may be introduced on websites operated by or associated with the Member; provided, however, that whether or not such posting is allowed and the method of such posting shall be subject to the Company’s prior consent.
• 3. The Company’s prior consent shall be necessary in the event that another site is to attach a link to the Site.
• 4. The ownership, copyrights, patent rights, patent application rights, trademarks and other rights concerning all information, data, representations, system and programs, included or in association with the Services and the Site, shall belong to the Company, except for User Information. The grant of Membership qualification does not license the Company’s such rights to the Member.