Terms of service

User Terms of Service

 
Establishment of April 3, 2017

These User Terms of Service apply to the use of Growth Power, the support service for the online sales of goods as provided by Growth Power Co., Ltd. (hereinafter referred to as “Company”).

Article 1. Application

1.
The purpose of these User Terms of Service is to specify the rights and obligations between the Company and Users (as defined in Article 2 (6)), as well as between Users regarding the use of the Service (as defined in Article 2 (5)). These User Terms of Service shall apply to all Users of the Service.
2.
When Users use the Service to list goods as a Seller (as defined in Article 2 (11)) and sell such Listed Goods (as defined in Article 2 (2)) to other Users after completion of membership registration in accordance with Article 4, “Seller Terms of Service,” which is separately specified by the Company, shall apply. When Users use the Service to purchase Listed Goods as a Buyer (as defined in Article 2 (12)) from Sellers after completion of membership registration in accordance with Article 4, “Buyer Terms of Service,” which is separately specified by the Company, shall apply.
3.
The rules, policies, etc., which will be published on the Service Site (as defined in Article 2 (4)) from time to time by the Company, shall constitute a part of the Terms (as defined in Article 2 (17)).
4.
If a User uses the Service, it shall be deemed that the User has agreed to the User Terms of Service.

Article 2. Definitions

The terms used in these User Terms of Service shall have the following meanings:

(1)
“Members” shall mean Users who have completed membership registration in accordance with Article 4.
(2)
“Listed Goods” shall mean any and all goods listed on Growth Power.
(3)
“Intellectual Property Rights” shall mean copyrights, patent rights, utility model rights, trademark rights, design rights, and any other intellectual property rights (including the right to obtain such rights or make applications for registrations of such rights).
(4)
“Service Site” shall mean the website whose domain name is “growthpower.jp” and which is dedicated to the Service operated by the Company. (If the domain name or the contents of the website are changed for whatever reasons, “Service Site” shall mean such changed website.)
(5)
“Service” shall mean the online sales support service named Growth Power, which provides a platform for matching Users wishing to sell Listed Goods and Users wishing to purchase Listed Goods. (If the name or the contents of the service are changed for whatever reason, Growth Power shall mean such changed service.)
(6)
“Users” shall mean all users of the Service regardless of whether they are registered as a member or not.
(7)
“External SNS Services” shall mean facebook and other social networking services specified by the Company, which have such functions as membership authentication, disclosure of friendships, and publication of contents in such external social networks, etc., and which are used for the provision of the Service.
(8)
“External SNS Businesses” shall mean the providers of External SNS Services.
(9)
“Terms of Use for External SNS” shall mean the policies prescribed by the External SNS Businesses regarding the rights and obligations between their members and External SNS Businesses.
(10)
“Personal Information” shall mean any information that can identify a specific User (including such information as will allow easy reference to other information and will thereby enable the identification of a specific User).
(11)
“Sellers” shall mean any persons who have completed Seller Registration.
(12)
“Buyers” shall mean any Members who use the Service Site with the intention of purchasing the Listed Goods.
(13)
“Listing” shall mean an act of listing goods on the Service Site after completing the Seller Registration process with the intention of selling such goods through the Service.
(14)
“Listing Page” shall mean a webpage of the Service Site on which information regarding the Listed Goods are described.
(15)
“Seller Registration” shall mean registration as a Seller through the process specified by the Company, which enables a registered person to list goods using the Service.
(16)
“Transaction Screen” shall mean a screen on which Members and the Company proceed with a transaction for the conclusion of a sales agreement.
(17)
“The Terms” shall collectively refer to these User Terms of Service, Seller Terms of Service, and Buyer Terms of Service.

Article 3. Use of the Service

1.
In order to list goods or purchase Listed Goods using the Service, Users must register as a member of the Service in accordance with Article 4. Members may, within the scope of the purpose of the Terms and to the extent the Terms are not violated, purchase Listed Goods or list goods after completing Seller Registration using the Service in accordance with the manner prescribed by the Company. Also, non-Member Users may access part of the information regarding the Listed Goods.
2.
In principal, payments of the purchase price for Listed Goods shall be made in US dollars. If Users wish to pay in any other currency, the Company shall approve or reject such request at its sole discretion.
3.
Users shall, at their own cost and responsibility, prepare and maintain computers, software, any other equipment, communication lines, and any other communication environments, etc., which are necessary to use the Service.
4.
In using the Service, Users shall take security precautions, such as countermeasures against computer viruses, unauthorized access, and leakage of information, depending on their own usage environment at their own cost and responsibility.

Article 4. Registration

1.
Any person who wishes to register as a Member of the Service may submit an application for membership registration for the Service to the Company by accepting, acknowledging, and observing the Terms and by providing the Company with certain information specified by the Company (hereinafter referred to as “Registration Information”). Provided, however, that in order to list goods, it is necessary to complete Seller Registration in accordance with the procedures separately specified by the Company. If a non-Member of the Service registers as a Seller, it shall be deemed that membership registration is completed at the same time upon completion of Seller Registration.
2.
An application for membership registration and Seller Registration (hereinafter referred to as “Registration Application”) must be made by the Users themselves, and in principle, Registration Applications submitted by their agents shall not be accepted. Provided, however, that where a legal entity is submitting a Registration Application and such application is made by an officer or an employee who is actually in charge of the business, it shall be deemed that such Registration Application is submitted by the principal. Additionally, any Users wishing to register as a Member or a Seller must provide true, accurate, and the latest information to the Company and keep the Registration Information updated after registration.
3.
Even though individuals may also list goods upon completion of Seller Registration, it shall be limited to legal entities or sole proprietors that may purchase Listed Goods using the Service. Members may use the Service only for the purpose of the business managed by themselves.
4.
When the Company receives Registration Applications from Users, the Company shall determine whether to approve the applications from such Users wishing to register as a Member or a Seller based on its own criteria. If the Company considers it necessary for determining whether to approve the membership registration or Seller Registration, the Company may request that the User wishing for registration submit materials regarding such User (including, but not limited to, identity verification documents, such as a driving license and a certificate of registered matters) and conduct investigations regarding the attributes of the User. If the Company approves the registration, such decision shall be reported to the User, and a login ID (hereinafter referred to as “User ID”) and a password required for selling (on the condition that the User is registered as a Seller) and purchasing Listed Goods using the Service shall be granted to the User. Upon such notice, the User’s membership registration or Seller registration shall be complete.
5.
Upon completion of the registration procedures set forth in the preceding paragraph, Members may purchase Listed Goods through the Service in a manner specified by the Company, and in addition, any Users who have completed Seller Registration may list goods. Provided, however, that Members that are allowed to purchase Listed Goods shall be limited to legal entities or sole proprietors.
6.
The Company may reject registration if the User who made the Registration Application falls under any of the following items:
(1)
If the Company considers that the User is likely to violate the Terms;
(2)
If any part of the Registration Information provided by the User to the Company contains a falsehood, error, or omission;
(3)
If the registration of the User has been previously revoked;
(4)
If the Company considers that the use of the Service by the User violates or is likely to violate laws (not limited to Japanese laws) or any other regulations;
(5)
If the Company considers that the User falls under any of the items of Article 12, Paragraph 1;
(6)
If the Company considers that the User provides services identical or similar to the Service;
(7)
If the Company considers that continuous provision of the Service to the User is difficult for reasonable causes;
(8)
If the User is unable to receive e-mails sent by the Company;
(9)
If the User has ever admitted its inability to pay debts or has become insolvent, or if a petition has ever been filed against the User for the institution of proceedings for bankruptcy, civil rehabilitation, corporate reorganization or special liquidation, or any other similar proceedings (including any equivalent proceedings under any laws other than Japanese laws);
(10)
If any note or check issued or accepted by the User has ever been dishonored;
(11)
If a petition has been filed for attachment, provisional attachment, judicial enforcement, or provisional disposition or auction sale (including any equivalent proceedings under any laws other than Japanese laws) with respect to the User’s assets;
(12)
If the User has ever received a disposition for delinquency of taxes or any public charges;
(13)
If the User has ever violated laws or any other applicable regulations; or
(14)
In addition to those listed in the preceding items, in cases where the Company considers that the registration of the User is inappropriate.
7.
Users may not assign or otherwise dispose of their membership.

Article 5. Management of User ID and Password

1.
Members shall, on their own responsibility, strictly manage the User ID and password granted in accordance with Article 4 and take preventive measures against loss, theft, etc. Members may not make available, lend, or assign the ID or password, transfer the title thereof to any third party, or otherwise dispose of them.
2.
In the event that Members are aware of any loss, theft, misuse, use by a third party, or any other unauthorized use of the User ID or password, such Members shall immediately report it to the Company and cooperate with the Company to handle the situation.

Article 6. Changes of Registration Information

If there are any changes in Registration Information, Members shall, without delay, report such changes to the Company in a manner specified by the Company and shall submit the materials required by the Company. In addition, if the cell phone number of a Member included in the Registration Information is changed or a Member suspends the use of its cell phone whose number is included in the Registration Information, the Member shall update such Registration Information within forty eight (48) hours.

Article 7. Cancellation of Registration, etc.

1.
If a Member falls under any of the following items, the Company may, without prior notice or warning, suspend the use of the Service by such Member or cancel the membership registration of such Member:
(1)
The Member violates the Terms or any other policies, etc., prescribed by the Company;
(2)
The Member is found to have fallen under any of the items of Article 4, Paragraph 6, or has come to fall under such items as time proceeds;
(3)
The Member has used or intended to use the Service for the purpose or in a manner that are likely to cause damages to the Company, other Members, External SNS Businesses, or any other third party;
(4)
The Member becomes, because of a violation of Terms of Use for External SNS or for any other reason, unable to receive the provision of External SNS Services from External SNS Businesses or to use such services in linkage with the Service;
(5)
The Member interferes with the operation of the Service in any way;
(6)
The Member does not use the Service for more than one (1) year and the Member does not respond to contacts from the Company;
(7)
After the conclusion of an agreement for sales of the Listed Goods, the other party of the sales agreement or the Company is unable to contact the Member for more than one (1) week even though it has contacted the Member using ordinary contact methods used in the Service;
(8)
The number of problems between the Member and other Members or any other third party exceeds a certain level, whether or not such problems arose from the Member’s willful misconduct or negligence; or
(9)
In addition to those listed in the preceding items, in cases where the Company considers that continuing the membership registration of the Member is inappropriate.
2.
In the event that a Member falls under any of the preceding items and the Company gives a notice of acceleration to such Member, all amounts owed by the Member to the Company shall be automatically accelerated and become immediately due and payable. Even if a sales agreement has been concluded between such Member and another Member, the contracting parties may terminate the sales agreement if the Company considers that performing such sales agreement is inappropriate and if the Company reports it to both contracting parties.
3.
Members may cancel its membership registration by giving one (1) month prior notice to the Company in a manner specified by the Company. Provided, however, that this shall not apply if the Member is listing goods or is placing an order for Listed Goods.

Article 8. Contact Method

1.
The Company will give notices to Members (including, but not limited to, the notice of modification of the Terms) by sending messages to the individual management screen in the Service Site assigned to each Member or by sending messages to the registered e-mail address. Any notice shall be deemed delivered when the Company sends messages using any of the aforementioned methods, regardless whether the Member acknowledges such notice or not. In addition, the Company may also use SMS or mobile services, etc. to give notices to Members in its sole discretion.
2.
Any inquiries regarding the Service or any other communications or notices from Users to the Company shall be made by sending an e-mail from the inquiry form prepared by the Company. Provided, however, that Members may also use other means, such as mail services or telephone communications, if approved by the Company.

Article 9. Fees

The Members shall pay usage fees to the Company for the use of the Service in accordance with the provisions of Seller Terms of Service and Buyer Terms of Service.

Article 10. Prohibited Acts

1.
The Users may not engage in any of the following acts when using the Service:
(1)
Acts that infringe intellectual property rights, publicity rights, privacy rights, fame, or any other rights or interests of the Company, other Users, External SNS Businesses, or any other third party (including acts that directly or indirectly cause such infringements);
(2)
Acts that are related to criminal acts or offend the public order and morals;
(3)
Acts of transmitting obscene information or any information harmful to juveniles;
(4)
Acts of transmitting information regarding dating information;
(5)
Acts that violate laws or internal rules set forth by any industrial association to which the Company or the User belongs;
(6)
Acts of transmitting information that contains computer viruses or any other harmful computer programs;
(7)
Acts of falsifying the information that is usable in connection with the Service;
(8)
Acts of transmitting data through the Service whose capacity exceeds the capacity specified by the Company;
(9)
Acts that interfere or are likely to interfere with the Company’s operation of the Service or damage or are likely to damage the Company’s credit;
(10)
Acts of disclosing the User’s own Personal Information or demand that other Users disclose their personal information and collecting or using Personal Information or any other contents posted by Users;
(11)
Acts of placing an order or Listing goods without intention of purchasing or selling, creating false sales results in conspiracy with other Users, or any other acts that are intended to cause confusion for other Users;
(12)
Acts conducted for the purpose of selling or purchasing the Listed Goods without using the Service; or
(13)
前各号に定める行為の他、当社が不適切と判断する行為
2.
In the event that the Company considers that a transmission of certain information by a User using the Service falls or is likely to fall under any of the items of the preceding paragraph, the Company may, without giving prior notice to the User, delete all such information (including, but not limited to, information regarding Listed Goods or Registration Information) or take any other measures considered necessary by the Company.

Article 11. Suspension of the Service, etc.

1.
In the event that any of the following events occurs, the Company may suspend or discontinue the provision of the whole or part of the Service without giving prior notice to Users:
(1)
The Company conducts urgent inspection or maintenance work of the computer systems relevant to the Service;
(2)
The Service becomes unavailable due to outage of computers, communication lines, etc., due to an accident;
(3)
The Service is unable to operate due to force majeure such as fire, power outage, acts of God, etc.;
(4)
External SNS Services have any problems or the provision thereof is suspended or discontinued, the linkage between the Service and External SNS Services are suspended, or any specification of External SNS Services is changed;
(5)
The provision of the Service becomes difficult because of failures of equipment, etc., necessary for the provision of the Service;
(6)
In addition to those listed in the preceding items, when the Company deems it necessary to suspend or discontinue the provision of the Service.
2.
The Company may terminate the provision of the Service when it considers it necessary, considering the circumstances, such as operational status, economic situation, or changes in legal regulations. In such cases, the Company shall give prior notice to Users.

Article 12. Elimination of Antisocial Forces

1.
In the event that a User falls under any of the following items, such User may not use the Service:
(1)
The User is an organized crime group, a member of an organized group, a person who was a member of an organized crime group within the past five (5) years, a quasi-member of an organized crime group, a company affiliated with an organized crime group, a corporate racketeer, a racketeer acting as if advocating legitimate social causes, a special intelligence organized crime group, anti-market forces (it refers to so-called stock speculator, fraud groups or any person who obstructs normal economic activities, who disturbs the social order, or is likely to encourage illegal acts or inappropriate market transactions), or any person or organization equivalent to any of the above (hereinafter collectively referred to as “Antisocial Forces”).
(2)
The User falls under any of the following:
(i)
Having such relationship with Antisocial Forces that shows their control over the management of the User;
(ii)
Having such relationship with Antisocial Forces that shows their involvement in the management of the User;
(iii)
Having such relationship with Antisocial Forces that shows an inappropriate reliance on such Antisocial Forces for the purpose of unfairly benefiting oneself or third parties or of damaging third parties;
(iv)
Having such relationship with Antisocial Forces that shows the provision of funds or facilities to such Antisocial Forces; or
(v)
The board or people substantially involved in the User’s management have socially condemnable relationships with Antisocial Forces.
(3)
The User commits any act that falls under any of the following by itself or by using a third party:
(i)
Claims made with violent acts and behavior;
(ii)
Unjust claims exceeding legal responsibilities;
(iii)
Use of threatening actions or statements or violent acts and behaviors;
(iv)
Acts and behaviors that may damage the credit or obstruct the business of the other party by spreading false rumors or the use of fraudulent means or by force; or
(v)
Any other acts and behaviors equivalent to any of the above.
(4)
The User has fallen under any of the previous two items within five (5) years.
2.
The Users shall be deemed to have represented and warranted that the User does not fall under any of the items of the preceding paragraph.

Article 13. Retention of Information and Provision of Personal Information

1.
Even when the Company retains information transmitted and received between Users and the Company for a certain period of time, the Company shall not be obligated to retain such information.
2.
The Company may use cookies or any similar technologies for purposes, such as improving the convenience of the Service and the site, optimizing the contents of the display and advertisement distribution to Users, and using the browsing history for marketing without identifying the Users. The Company shall not use cookies or any similar technologies for any purposes other than those provided in this paragraph.
3.
Even when an agreement for sales of the Listed Goods is concluded between Members using the Service, the Company shall not, in principle, disclose Personal Information of the Member who is a party to the agreement (including, but not limited, to the name of its representative, address, contact information, etc.) provided to the Company under the Service to the other Member who is the other party of the sales agreement. Nonetheless, the Company may provide all or part of Personal Information to the Member who is the other party of the sales agreement to the extent necessary for the purpose of sales agreement, and Members shall consent to such provision of information in advance.

Article 14. Cautions for Downloads, etc.

When Users install software on their computers by downloading or in any other way, upon starting using the Service or while using the Service, Users shall exercise due care to avoid loss or alteration of data held by the Users or equipment failure and damage.

Article 15. Ownership of Rights

1.
All ownership and intellectual property rights related to the Service and the Service Site shall belong to the Company or any licenser who grants license to the Company. Permission to use the Service does not permit any reproduction or sublicense regarding the intellectual property rights of the Company or its licensers related to the Service and the Service Site. Users may not, for any reason whatsoever, engage in any act that infringes or is likely to infringe the intellectual property rights of the Company or its licensers (including, but not limited to, disassembly, decompiling and reverse engineering).
2.
Users represent and warrant to the Company that, with regard to the data that they post on the Service Site, they have all legal rights necessary for posting or otherwise transmitting such data, and that such posted data does not infringe the rights of any third party.
3.
The Company is free to use, without compensation, any text, images, videos, or any other data posted on or transmitted to the Service or Service Site by Users to the extent necessary for operation of the Service (including reproduction, copying, sublicense to a third party, or any other usage).
4.
Users agree not to exercise their moral rights against the Company and successors or licensees of the Company’s rights.

Article 16. No Warranty and Disclaimer

1.
The Company shall not make any warranty with regard to conclusion of agreements for the sales of Listed Goods through the Service. Even if Users obtain information regarding the Service or other Users directly or indirectly from the Company, the Company shall not promise anything to Users other than those specified in the Terms.
2.
The Company shall be under no obligation to resolve any dispute that arises between the Sellers and Buyers regarding defects in the Listed Goods and shall not be liable for any damage incurred by the Sellers or Buyers.
3.
The Company shall not be liable for any damage incurred by Users because of their registration as a member or Seller or their violation of the Terms.
4.
The Company shall not be liable for any damage incurred by Members or any third party due to loss, theft, misuse, use by a third party, etc., of the User ID or password.
5.
Users shall investigate, at their own cost and responsibility, whether their use of the Service violates any applicable laws or internal rules of industrial associations, etc. (not limited to those in the country where the User is located, but including those in the countries where other Users who are the other party of the sales are located). The Company does not guarantee that the use of the Service by Users conforms to the applicable laws, internal rules of industrial associations, etc. If the use of the Service is likely to violate any applicable laws or internal rules of industrial associations, etc., the Company may give a notice of termination of the sales agreement to Users; provided, however, that the Company shall not be obligated to investigate whether there is any such violation.
6.
The Company shall not warrant any linkage of the Service and External SNS Services. The Company shall not be liable for any damage incurred by Users because of the failure of the linkage of the Service and External SNS Services
7.
When the Service is operated in linkage with External SNS Services, Users shall observe the Terms of Use for External SNS at their own cost and responsibility. The Company shall not be responsible for any disputes between Users and External SNS Businesses that operate such External SNS Services.
8.
Any transactions, contacts, disputes, etc., between Users and other Users, External SNS Businesses, or any other third party occurring in connection with the Service or the Service Site shall be resolved at the Users’ own cost and responsibility, and the Company shall not be responsible for such resolution.
9.
The Company shall not be liable for any damage incurred by Users because of the Company’s acts taken in accordance with Article 7, Paragraph 2 of Article 10, and Article 11.
10.
The Company shall not be liable for any damage incurred by Users from the discontinuation, suspension, termination, unavailability, or modification of provision of the Service by the Company; deletion or loss of messages or information of Users; loss of data or equipment failure or damage resulting from the use of the Service; or any other damage incurred by Users in connection with the Service.
11.
When a link from the Service Site to another website or a link from another website to the Service Site is provided, the Company shall not be responsible for any website other than the Service Site or any information obtainable from such website.
12.
The Company shall not be liable for any damage incurred by Users because of the installation set forth in Article 14.
13.
The Company does not warrant the integrity, accuracy, applicability, or usefulness, etc., of the Service, and the Company shall not be liable for any damage incurred by Users in connection with the Service.

Article 17. Damages and Settlement of Disputes

1.
In cases where the Company has suffered damage because of the User’s violation of the Terms or in relation to the User’s use of the Service, such Users shall be liable to compensate the Company for all such damage, including indirect damage (including, but not limited to, lost profit, legal expenses, and attorneys’ fees).
2.
In cases where the Company has suffered damage because of the User’s violation of representations and warranties made under Paragraph 2 of Article 12, such Users shall be liable to compensate the Company for all such damage, including indirect damage (including, but not limited to, lost profit, legal expenses, and attorneys’ fees).
3.
Any disputes between Members arising in connection with negotiations for conclusion of an agreement for the sales of Listed Goods, execution of sales agreements, performance thereof, or any other acts between Sellers and Buyers shall be resolved upon consultations in good faith between such Members. The Company shall not be responsible for the resolution of any dispute between Members, and the Company is not liable for any damage incurred by Members because of such disputes.
4.
In cases where Users receive complaints from or have any dispute with other Users, External SNS Businesses, or any other third party in connection with the Service, the Users shall immediately report such dispute or complaint to the Company, resolve such complaints or disputes at their own cost and responsibility, and report the progress and the results to the Company.
5.
In cases where, in connection with a Users’ use of the Service, the Company receives claims for damages from other Users, External SNS Businesses, or any other third party for infringement of their rights or any other causes, and if the Company is forced to compensate the claimant for such damages, the Users shall compensate the Company for such amount that the Company was forced to pay to such claimant.

Article 18. Confidentiality

1.
For the purpose of the Terms, “Confidential Information” shall mean all information regarding the technologies, trade, business, finance, organization, or any other matters of the Company or any other Users that is provided or disclosed to Users by the Company or any other Users in writing, orally, or using recording media, etc., or that came to the knowledge of Users in connection with the Service. Provided, however, that any of the following information shall be excluded from Confidential Information:
(1)
Any information that was already known to the public or the Users before the provision or disclosure from the Company or any other Users, or before such information came to the knowledge of the Users;
(2)
Any information that becomes publicly known by publications or in any way without any fault of the Users after the provision or disclosure of such information from the Company or any other Users, or after the information came to such Users’ knowledge;
(3)
Any information that is duly obtained from any third party who is authorized to provide or disclose such information without the burden of the obligation of confidentiality;
(4)
Any information that is independently developed without reference to Confidential Information; and
(5)
Any such information that the Company or any other Users acknowledge in writing that it is not necessary to be kept in confidence;
2.
Users shall use Confidential Information only for the purpose of using the Service, and may not provide, disclose, or divulge any Confidential Information to any third party without written approval from the Company or other Users.
3.
Notwithstanding the provision of the preceding paragraph, Users may disclose Confidential Information upon orders, demands, or requests of the laws, courts, or government agencies. Provided, however, if Users receive such orders, demands, or requests, Users shall promptly notify the Company.
4.
When Users reproduce documents or magnetic recording media, etc., that contain Confidential Information, such Users shall obtain prior written approval from the Company or other Users and handle such reproductions under strict management in accordance with Paragraph 2.
5.
Upon demand from the Company, Users shall, without delay, return or destroy all Confidential Information and any documents or any other recording media that contain Confidential Information and any reproductions thereof in accordance with the instructions issued by the Company.

Article 19. Amendment of the Terms

1.
The Company may modify the contents of the Service if necessity for such modification arises.
2.
The Company may modify the whole or part of the Terms if the necessity for such modification arises.
3.
In cases where the Company modifies the Terms in accordance with the preceding paragraph, the contents and effective date of such modified Terms shall be announced in advance on the Service Site.

Article 20. Language

If the Company considers it appropriate, the Company may provide the Service in any languages other than Japanese. In the event of any inconsistency between the contents in Japanese and in other language, the contents in Japanese shall prevail.

Article 21. Assignment, etc. of the Service

In case where the Company transfers its business involving the Service, any rights and obligations under the Terms shall be the succeeded by the assignees of the business as a result of such business transfer. For the purpose of this paragraph, the business transfer shall not be limited to the Assignment of Business stipulated in Article 467 of the Companies Act, but shall include company split or any other cases where transfer of business is involved.

Article 22. Entire Agreement

The Terms constitute the entire agreement between the Company and Users as to the matters contained in the Terms and , regardless whether in writing or orally, supersede all prior agreements, representations, or understandings (regardless of their names or forms) concerning the matters contained in the Terms.

Article 23. Severability

In the event that any provision or part of any provision of the Terms is held to be invalid or unenforceable under laws, etc., the remaining provisions or the remaining part of the provision shall remain in full force and effect. The Company and Users shall endeavor to amend the invalid or unenforceable provisions or part of the provision to the extent necessary to make them legal and enforceable and to preserve their contents and the effects that are legally and economically equivalent to the effects of such invalid or unenforceable provisions or part of the provision.

Article 24. Governing Law and Jurisdiction

The Terms shall be governed by the laws of Japan, and any disputes arising from or in connection with the Terms between the Company and Users shall be submitted to the exclusive jurisdiction of the Tokyo District Court of Japan in the first instance. Members agree that, even when an agreement for the sales of Listed Goods is concluded between Members using the Service, application of the United Nations Convention on Contracts for the International Sale of Goods shall be excluded.

Article 25. Consultation

Any matter not stipulated in the Terms or any doubt arising with respect to interpretation of the Terms shall be promptly resolved upon mutual consultation between the Company and the Users in good faith.

Article 26. Provision of Services under Development

1.
The Company may provide services that are under development as part of the Service or as independent service, specifying that the service is still undergoing testing.
2.
Users shall, before using services under development, understand that such services are provided on the premise that they may contain bugs, defects, malfunctions, etc., from its nature.
3.
The Company may, without prior notice, modify the contents of the services under development or suspend or cease the provision thereof whenever the Company considers it necessary.
4.
The Company does not warrant the integrity, accuracy, applicability, usefulness, usability, safety, or reliability, etc., of the services under development.

Article 27. Priority over Other Language Versions

In the event of any inconsistency between the Japanese version and other language versions of the Terms, the Japanese version shall prevail.

バイヤー利用規約

 

These terms of service for buyers (hereinafter referred to as “Buyer Terms”) are the terms and conditions stipulated for buyers to observe as members who will receive the online product sales assisting service Growth Power (hereinafter referred to as “Service”) provided by Growth Power Co., Ltd. (hereinafter referred to as “Company”), as well as the relationships of the rights and obligations between the Company and the buyers or buyers and sellers as members who will receive the Service.

Article 1. Scope of Application

These Buyer Terms are intended to stipulate the relationships of the rights and obligations between the Company and buyers or buyers and sellers concerning access to the Service as applicable to all buyers involved in access to the Service.

Article 2. Definitions

Definitions of the terms used herein shall be in compliance with the definitions stipulated in the User Terms of Service unless otherwise specified herein.

Article 3. Collection Agency

1.
Buyers will assign collection of the following to the Company under a sales contract (defined under Paragraph 2 of Article 4), which it will accept: sales prices and shipping expenses (stipulated under Paragraph 1 of Article 6) to be paid by buyers to sellers, including examination fees, insurance, expenses for inspections/repairs and parts purchases, and for merchandise dismantling, special handling, loading/unloading, etc., separately agreed upon between the sellers and the buyers (hereinafter referred to as “Sales Prices/Expenses”).
2.
The buyers will fully authorize the Company to pay the sellers the Sales Prices/Expenses and perform other tasks hereunder on behalf of the buyers.
3.
The buyers may not, without the consent of the Company, change or withdraw the authorization given above.

Article 4. Orders/Contracts

1.
The buyers may place an order on the Service website for any product posted by any other member.
2.
The buyers must enter information specified by the Company through its specified procedures for placing the order above. The buyers will be deemed to have expressed their intention to purchase the product upon application for a purchase after entering the necessary information on the screen under this paragraph for dealing with the product and agreeing to the details of a Pro-forma Invoice (hereinafter referred to as “P/I”) issued by the Company, which will constitute a sales contract (hereinafter referred to as “Sales Contract”) for the product entered into by and between the buyers and the sellers. The Company shall notify the sellers of the entry into the Sales Contract.
3.
The buyers must perform their obligations in good faith upon entering into the Sales Contract.
4.
The buyers may not unilaterally cancel the Sales Contract that they have entered into except under any of the following conditions, which the Company deems inappropriate to execute, and so notifies the sellers or buyers:
(1)
The buyers have not paid the full amount of the Sales Prices/Expenses to a specified account (defined under Paragraph 1 of Article 5) within three business days (except those listed respectively under Paragraph 1 of Article 1 of the Act on Holidays of Administrative Organs; the same applies hereafter) (unless otherwise specified) after the Company notifying them of the payment information (defined under Paragraph 1 of Article 5);
(2)
The product to be sold under the Sales Contract (hereinafter referred to as “Sales Product”) is found to be out of stock;
(3)
The sellers may not deliver or the buyers may not obtain ownership of the Sales Product for reasons, including the following: the seller does not own or has not obtained or has any unpaid debt for the Sales Product.
5.
The buyers must not use or otherwise knowingly resell the Sales Product for any military purpose including development of weapons.
6.
The sellers will not be liable to the buyers for any defect in the Sales Product under the Sales Contract.

Article 5. Payment of Sales Prices/Expenses

1.
The Company shall promptly notify the buyers of information necessary for payment (hereinafter referred to as “Payment Information”) for the Sales Contract entered into, including the deposit account opened at the bank specified by the Company in its name (hereinafter referred to as “Specified Account”).
2.
The buyers must pay the Sales Prices/Expenses in full by bank transfer to the Specified Account within three business days (unless otherwise specified) after receipt of Payment Information from the Company under the paragraph above; any bank transfer fee to be paid by the buyer.
3.
If the buyers have paid the Sales Prices/Expenses to the Specified Account before receiving Payment Information from the Company, the Company may implement the necessary measures, including the return of the transferred amount to the buyers or confirmation of an effective payment; any expense incidental to such return to be paid by the buyers.
4.
If the buyers have paid to the Specified Account more than the Sales Price/Expense for any Sales Product purchased, the Company shall, in principle, return the difference minus any office handling fee to the buyer, unless the final amount is less than 3,000 yen; any expense incidental to such return (including but not limited to any office handling fee and bank transfer fee stipulated under this paragraph) shall be paid by the buyers.
5.
The Company shall promptly notify the sellers of any transfer made under this article by the buyers to the Specified Account.

Article 6. Assignment of Shipping

1.
The buyers must assign shipping arrangements to the Company and pay its estimated shipping fees to the Specified Account under Paragraph 2 of the previous article; if the Company has paid any actual shipping fee that is more than the estimated amount, the buyers must pay the Company the difference into the Specified Account; if the Company has paid any actual shipping fee less than the estimated amount, the Company will collect the difference as its handling fee, and treat it as the Shipping Fee, including the handling fee hereunder and under the User Terms of Service for Sellers.
2.
The ownership to the Sales Product will transfer from the sellers to the buyers upon the Company or its specified shipping company taking over the Sales Product at the sellers’ product delivery site.
3.
The buyers will not be exempt from their obligation to pay the Sales Prices/Expenses for any Sales Product lost or damaged before receipt thereof for causes not attributable to the parties thereto.

Article 7. Receipt of Sales Products

1.
The buyers must receive the Sales Products through procedures stipulated under this article after paying to the Specified Account under Paragraph 2 of Article 5.
2.
The buyers may receive such Sales Products themselves or appoint and allow their authorized agents (hereinafter referred to as “their Agents”) to receive them.
3.
Their Agents need to be able to transport the Sales Products properly (need to be licensed subject to laws and ordinances applicable to the buyers); the buyers must pay for any damage caused to the Sales Products and any other damage incidental thereto by activities (including confirmations to be made under the following paragraph) of their Agents.
4.
The buyers or their Agents must confirm that the Sales Products are consistent with their product information and their radiation levels are lower than the normal levels specified by the importing countries.
5.
The buyers must promptly notify the Company of having received the Sales Products after conducting a spot check thereof.
6.
The buyers must pay expenses for receiving the Sales Products, including but not limited to fees to be paid to their Agents and expenses for obtaining importation permits.

Article 8. Transaction Fees

The buyers must, upon entering into a Sales Contract, pay the Company a transaction fee (including tax if taxable; the same applies hereafter) at 10% of the Sales Price/Expense for each Sales Product, unless otherwise specified based on a separate transaction fee formula for reasons including campaigns.

Article 9. Export Processing Agency

Buyers agree that sellers will assign export processing, etc., to the Company.

Article 10. Nondisclosure of Seller Information

1.
The buyers agree that the Company will not disclose seller information to them; they also agree that the Company will not disclose their information to the sellers.
2.
If the Company discloses seller information to the buyers, they must not conduct or negotiate transactions directly with the sellers without permission from the Company.

Article 11. Warranty Elimination and Exemption

1.
The Company does not warrant the completeness, correctness, truthfulness, appropriateness, usefulness, etc., of the details of product information posted on the product webpages and will not be liable for any damage caused by the product information to buyers or other third parties.
2.
The Company will not be liable for any damage to buyers from any activity conducted even under Paragraph 4 of Article 4.
3.
The Company will not be liable for any activity conducted by the buyers against Paragraph 5 of Article 4.
4.
The Company does not provide buyers and sellers any guarantee in relation to the details of shipping services, shipping fees, etc., arranged by the Company to which the buyers may not lodge any objection with the Company.
5.
The Company will not be liable for any matter arising before delivery of the Sales Products to the buyers, including any problem arising while shipping them.
6.
The buyers may appoint shipping companies recommended by the Company as their Agents, provided that the Company will not be liable for any of their activities.
7.
The Company will not be liable for any damage intentionally or unintentionally caused by the Service to the sellers, buyers, or other third parties unless otherwise specified herein.

Article 12. Damages

The Company may seek all damages, including indirect damage (including but not limited to lost profits and legal expenses) from the buyers for any of their activities, unlawful activities, or other intentional or unintentional activities against any contract with the Company, any of these Buyer Terms, User Terms of Service, or laws and ordinances (hereinafter referred to as “Laws/Ordinances and Terms”).

Article 13. Compliance with Laws/Ordinances and Terms

1.
The buyers must, at their own expense, responsibly comply with the Laws/Ordinances and Terms, as well as maintain the necessary permits and licenses to purchase the Sales Products.
2.
The buyers must respond to any amendment to the Laws/Ordinance and Terms.
3.
The Company may investigate the buyers for compliance with the Laws/Ordinances and Terms; the buyers must, at the request of the Company, promptly provide necessary data, etc., for investigation.
4.
If any of the buyers refuse to provide such data as the above and are subject to an investigation for compliance with the Laws/Ordinances and Terms, the Company may enter its premises and conduct an investigation during business hours.
5.
The buyers must, at the request of the Company, cooperate in reporting to the jurisdictional police on any damage arising from the use of the Service to the buyers, the sellers, the Company, or any third party.
6.
The buyers confirm that the Service complies with the OFAC regulations stipulated by the United States Department of the Treasury and that any Sales Contract may be suspended or cancelled or their assets may be frozen upon a request made under the OFAC regulations if the Sales Contract falls or may fall under any of the activities prohibited thereunder.