Chapter I General Provisions
Article 1: Scope
The purpose of the Terms is to set forth the terms and conditions for the provision of the Service and the rights and obligations between the Company and the Collaborators, and the Terms shall be applied to all aspects of the relationship between the Collaborators and the Company in connection with the Service.
Any rules for use of the Service posted on our website shall constitute an integral part of the Terms.
If there is any conflict between the Terms and the Rules or any other description regarding the Service not provided for herein, the Terms shall prevail.
Article 2: Definitions
For purposes of the Terms, the following terms have the following meanings.
"Service Agreement" means the agreement relating to the use of the Service to be executed under the terms and conditions of the Terms between the Company and the Collaborator.
"IP Rights" means copyrights, patents, utility model rights, design rights, trade mark rights and other intellectual property rights (including rights to obtain, or apply for registration of, such rights).
"Website" means the website in relation to the Service operated by the Company, whose domain name is “edamame.tokyo” (or if the domain name or content thereof is modified for any reasons, such modified website).
"Collaborator" means any person or entity that has been registered as a user of the Service pursuant to Article 3 (Registration).
Chapter II Registration and Withdrawal
Article 3: Registration
A person or entity wishing to use the Service and become the Collaborator may apply to the Company for registration to use the Service by agreeing to comply herewith and providing certain information as specified by the Company (the "Registration Information") in accordance with the manner as may be prescribed by the Company.
The Company shall determine whether to register the person that has made an application pursuant to Paragraph 1 of this Article 3 ("Applicant") in accordance with the Company's criteria, and if the Company approves the registration, it shall notify the Applicant to that effect. The Applicant's registration as a Collaborator shall be completed upon the notice by the Company pursuant to this Paragraph.
Upon completion of the registration pursuant to the preceding Paragraph, the Service Agreement shall become effective between the Collaborator and the Company, allowing the Collaborator to use the Service pursuant to the Terms.
The Company reserves the rights to refuse registration or re-registration of any Applicant without any obligation to disclose the reasons, in the event that:
The whole or any part of the Registration Information provided by the Applicant to the Company is found to be false, inaccurate or omitted;
The Applicant is a minor, adult ward or person under curatorship or assistance, and applicable approval or consent has not been obtained from such Applicant's legal representative, guardian, curator or assistant;
The Applicant is determined by the Company to (i) constitute an organized crime group or a member thereof, rightist organization, anti-social force or other similar person or entity (collectively, "Antisocial Force"), or (ii) have any interaction or involvement with an Antisocial Force in any manner such as assisting or being involved in the maintenance, operation or management of an Antisocial Force by way of finance or other means;
The Applicant is not in existence;
The Applicant is determined by the Company to be a party having violated any agreement with the Company, or to have been involved with such violating party;
The Applicant has suffered any of the measures under Article 5; or
In addition to the foregoing, the Company deems the registration inappropriate.
The Collaborator shall promptly notify the Company of any change to the Registration Information in the manner as prescribed by the Company.
Article 4: Password and User ID Management
The Collaborator shall be responsible for keeping and maintaining its password and user ID for the Service in an appropriate manner, and may not cause a third party to use, or provide, transfer, change the name of, sell or otherwise dispose of, the same.
The Collaborator shall be, and the Company shall in no event be, liable for damages arising out of inappropriate management, misuse, or use by a third party of the Collaborator's password or user ID.
Article 5: Registration Cancellation
If any of the following events arises in relation to a Collaborator, the Company may, without prior notice or demand, temporarily suspend the use by the Collaborator of the Service, or cancel the Collaborator's registration as such:
The Collaborator fails to comply with any of the provisions hereof (including failing to pay the Price pursuant to Article 8);
Any of the Registration Information is found to be false;
The Collaborator undergoes payment suspension or becomes insolvent, or a petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other similar procedure was filed against the Collaborator;
The Collaborator has not responded to inquiries from the Company or other communications requiring a response for 30 days or more;
The Collaborator falls under any of Items of Paragraph 4 of Article 3; or
It is determined to be inappropriate by the Company that the Collaborator continues to use the Service or to be registered as a Collaborator.
In any of the events set forth in Items of the preceding Paragraph, all amounts owed to the Company by the Collaborator shall automatically become due and payable, and the Collaborator shall immediately pay to the Company such amounts in full.
Article 6: Withdrawal
The Collaborator may withdraw from the Service and cancel its registration as a Collaborator by completing the procedure as specified by the Company.
Upon withdrawal from the Service, any and all debt of the Collaborator to the Company, if any, shall automatically become due and payable, and the Collaborator shall immediately pay to the Company such debts in full.
Treatment of user information after the withdrawal from the Service shall be subject to the provisions of Article 26.
Chapter III Sales Agreement
Article 7: Sales Agreement
The time of establishment of the sales agreement (the “Sales Agreement”) for the goods sold by the Company through the Website (the “Goods”) between the Company and the Collaborator shall be the time when the order confirmation e-mail sent by the Company arrives at the Collaborator after the Collaborator orders the Goods through the Service.
In the event of any of the following, the Company shall be entitled to terminate the Sales Agreement, in whole or in part, by giving notice to the Collaborator of termination, even after such Sales Agreement takes effect. In such cases, the Company shall not be liable to Collaborator for damages.
In the event the Collaborator fails to pay the price for the Goods (the “Price”) by the deadline set by the Company (including the case where the credit card payment is not approved).
In the event that the Collaborator has committed an act that violates these Terms or rules which the Company provides in relation to the Service.
In the event the Company is unable to secure the Goods due to a reduction in production, shortage of stock, postponement of release, or cancellation of release, etc. or suspension or discontinuous of the Service in whole or in part pursuant to Article 19 or Article 20.
In the event the Company determines that the application is inappropriate from any doubt arising from the content of the order, such as a high-volume order for the same product.
In the event that it turns out that the Price of the Goods is higher than the Price at the time of the order due to the reason on the supplier site (if the Collaborator agrees, the Company shall not terminate).
Within one month from the Notice Date (as defined in Paragraph 4 of Article 12), the Delivery Agreement (as defined in Paragraph 2 in Article 12) has not been made.
When the Sales Agreement is terminated pursuant to the preceding Paragraph, the Company shall return the Price after deducting the costs for preparation for dispatch, such as packaging cost and storage cost. If these costs exceed the Price, the Company may claim such exceeding amount to the Collaborator.
When the Sales Agreement is terminated pursuant to Paragraph 2 and the Goods are goods which are inappropriate for return or resale due to any reasons including the reason that the Goods contains a specified logo such as logo of the Collaborator, the Company shall not return the Price. Even in that case, the Company may claim the costs provided in the preceding Paragraph to the Collaborator.
Article 8: Payment of the Price
The payment method of the Price shall be decided by the Company, and payment by credit card in general.
When the payment is made by wire transfer, the Collaborator shall bear all costs for the payment such as banking fees and foreign exchange fees.
Unless the Collaborator pays the full amount of the Price based on the Sales Agreement (including the case where the credit card payment is not approved), the Company shall not owe any liability to perform the obligations under the Sales Agreement including securing the stock of the Goods and commencing the delivery process.
When the situation changes such as a change of specification, discontinuation of the sales of Goods or shortage of stock occurs before the completion of the payment of the Price, the Company shall not owe any liability and may terminate the Sales Agreement pursuant to Paragraph 2(3) of Article 7.
When it turns out that the Company is unable to secure the stock of or deliver the Goods after the payment of the Price, the Company may terminate the Sales Agreement and shall immediately return the Price. Except for as provided in this Paragraph, the Company shall not be liable for damages in relation to such termination.
Article 9: Monthly Subscription
The Collaborator may become a monthly subscription member by applying in a manner to be specified by the Company and being approved by the Company.
A monthly subscription member shall pay the monthly subscription charge to be designated by the Company.
A monthly subscription member shall comply with the rules for monthly subscription members to be separately provided by the Company.
Article 10: Delivery on As-Is Basis and Time of Delivery
The Collaborator shall recognize that the Goods may contain manual working procedures and have individual differences due to the change of seasons (such as temperature and humidity), and shall confirm that the Goods shall be delivered on an as-is basis. The Collaborator shall also confirm that the Company shall not owe any liabilities including liability against the claim for subsequent completion, decrease of the price or damage, or termination of the agreement even if there is difference in types, quality or numbers with the information on the Website.
The Collaborator shall recognize that the time of delivery may change due to reasons such as the busy period of the suppliers, malfunctioning of the equipment or number of orders in light of the nature of the Goods, and shall also confirm that the Collaborator shall not claim any compensation in relation to the delay of the delivery due to the reason on the suppliers’ side against the Company.
Article 11: Change or Discontinuation
The Company may change the price or specification of, or cease to handle the Goods without prior notification to the Collaborator.
Article 12: Delivery Conditions
FCA in Incoterms in 2020 shall apply to the Sales Agreement and the Terms; provided, however, that the delivery of the Designated Carrier (as defined in the following Paragraph) is ocean freight, the liability of the Company shall be by delivery to the packaging company to be designated by the Designated Carrier.
The Collaborator shall designate the carrier for the Goods (the “Designated Carrier”). In the delivery by the Designated Carrier, the Company shall be a shipper and the Collaborator shall be a consignee. The Company may provide the candidates for the Designated Carrier to the Collaborator.
The Collaborator shall agree with the Designated Carrier on the delivery fee and other conditions (the “Delivery Agreement”), and bear all costs and tax including delivery fee, insurance cost and packaging cost and pay them to the Designated Carrier directly. The Collaborator shall notify the Company immediately when the Delivery Agreement has been made.
The Company shall not owe any liability regarding the dispatch of the Goods until confirming the Delivery Agreement. The Company shall notify the Collaborator when the preparation for dispatch is complete (such date of the notice shall be referred to as the “Notice Date”). If the Delivery Agreement is not confirmed on or after the Notice Date, the Company shall not be liable for the change of quality after the Notice Date, and may claim the storage cost to the Collaborator.
With respect to the documents for delivery of the Goods such as invoice for exporting the Goods, the Collaborator shall respond to the request for the confirmation or provision of the information by the Company, and accurately prepare the documents which the Collaborator itself shall prepare. The Company shall not be liable for the delay of the delivery, forfeiture or any other disadvantages due to the deficiency of such documents or incorrectness of such documents to be prepared.
The Collaborator may use the weight of the Goods per order listed on the Website as reference for the calculation of delivery cost; provided, however, that the Collaborator shall confirm that such information is just for reference purposes and the actual weight may be different from such weight on the Website, and the Company shall not be liable for such difference.
The Company shall prepare the packing list for shipping and provide it to the Designated Carrier when necessary.
The Collaborator shall be obliged to receive the Goods at the destination registered by itself. If the Collaborator’s failure to receive the Goods result in any cost or damage to the Company, the Collaborator shall compensate for such cost or damage. In addition, the Company shall not bear any responsibility for any disadvantage (including, but not limited to, incurring the cost of return and loss of opportunity) that is caused by the Collaborator’s failure to receive the Goods.
If the Goods are stopped or confiscated by a public agency such as customer of the country which they are exported from, transported via or imported, the Company shall not bear such responsibility, and the Collaborator shall not claim for damage or return of the Price of the Goods.
Article 13: Packaging
Unless otherwise specified by the Company, the packaging by the Designated Carrier shall be as follows:
Air freight: double carton or dual packing (inner box and outer box) which can endure ordinary consolidated service
Ocean freight: overpacking
Other than the above cases: means to be designated by the Company
Article 14: Handling Charge
When the total amount per order is JPY100,000 or less, the Collaborator shall pay the handling charge to be specified by the Company in the manner to be separately designated by the Company.
Article 15: Return
The Company does not accept the return or exchange of the Goods unless specifically admitted by the Company.
When returning the Goods pursuant to this Article, the Collaborator shall follow the Company’s instruction, and bear costs for return and other costs.
Article 16: Material Defect
When it turns out that there is a material defect in the Goods which has the potential for causing material accidents, the Collaborator shall immediately notify the Company and follow the Company’s instruction regarding the handling of such Goods.
Article 17: Disclosure of Information
The Company may posts on the Website or disclose to third parties including suppliers of the Website the information of the buying history or other information of the Collaborator; provided, however, that the Company shall obtain a prior consent from the Collaborator when posting or disclosing the personal information (as defined in Act on the Protection of Personal Information) of the Collaborator.
Chapter IV Miscellaneous
Article 18: Prohibited Actions
When using the Service, the Collaborator may not conduct any act that falls under, or is determined by the Company to fall under, any of the following:
acts that violate any laws or regulations or that are associated with criminal activity;
acts that defraud, threaten or slander the Company, other Collaborators or other third parties;
acts against public order and good morals;
acts that infringe any IP Rights, portrait rights, privacy rights, reputation or other rights or interests of the Company, other Collaborators or other third parties;
acts to transmit any information or date containing computer viruses or other hazardous computer programs to the Service to other Collaborators;
acts that place an excessive burden on the network or system of the Service;
acts to reverse-engineer or otherwise analyze the software or other systems provided by the Company;
acts that are likely to interrupt the operation of the Service;
acts to access the network or system of the Company improperly;
acts to impersonate a third party;
acts to use the user ID or password of other users of the Service, or dual registration;
acts to collect information of other users of the Service;
acts that violate the Terms (including the Service Agreement and the Sales Agreement) and the Rules;
acts to provide Antisocial Forces with profit;
acts to use credit cards which are not authorized to use;
acts that, directly or indirectly, cause or facilitate the acts listed in Items (1) through (15) above;
attempting to conduct any of the acts listed in Items (1) through (16) above; or
other acts that the Company deems to be inappropriate.
Article 19: Suspension of Service
The Company shall be entitled to, without any advance notice to the Collaborator, suspend or discontinue the Service, in whole or in part, in any of the following events. The Company shall not be liable for damages or disadvantages incurred by the Collaborator due to such suspension or discontinuation.
Inspection or maintenance of the computer system for the Service needs to be performed due to urgent circumstances;
The Company becomes unable to provide the Service due to an act of God, war, terrorism, riot, establishment, revision or abolishment of laws or regulations, intervention or order by any governmental organization, infectious disease, blackout, suspension, delay, halt or data loss on a communication line or computer caused by failure or system maintenance, illegal access to data, transportation accident, labor dispute or other force majeure; or
The Company determines that suspension or discontinuance is required for other reasons.
Article 20: Modification and Termination of Service
The Company shall be entitled to at any time modify or terminate the Service in its own discretion. The Company shall not be liable for damages or disadvantages incurred by the Collaborator due to such modification or termination.
The Company shall notify in advance the Collaborator of any intended termination by the Company of the Service.
Article 21: Disclaimer and Waiver of Warranties
The Company’s responsibility under the Terms shall be limited to provision of the Service with reasonable effort and THE COMPANY MAKES DOES NOT MAKE WARRANTIES, EXPRESS OR IMPLIED, (i) that the Service fits or is suitable for a particular purpose contemplated by the Collaborator, (ii) that the Service has expected functions, commercial value, accuracy or usefulness, (iii) that the use by the Collaborator of the Service complies with the laws and regulations or internal rules of industrial organizations that are applicable to the Collaborator, or (iv) that the Service will be free of interruption or defects.
The Company shall not warrant that e-mails or content sent by the Company’s website, server or domain are free from any computer virus or other harmful elements.
The Company shall not be liable for the damages incurred by the Collaborator in relation to the Service in excess of the amount of the consideration of the relevant Price of the Goods. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR FUTURE DAMAGES, OR LOST PROFITS.
Any transactions, communications and disputes arising between the Collaborator and other Collaborators or a third party in connection with the Service or the Website shall be addressed and resolved by the Collaborator at its responsibility.
Unless otherwise provided in the Terms, the Company shall not be liable for damages or disadvantages incurred by the Collaborator in relation to the Services.
Article 22: Ownership of Rights
Any and all IP Rights related to the Website and the Service are expressly reserved by the Company or its licensor. Nothing contained herein shall be construed as granting to the Collaborator a license of the IP Rights related to the Website and the Service owned by the Company or its licensor.
Article 23: Compliance
The Collaborator shall utilize the Services after confirming the compliance of the applicable laws and regulations including those regarding the import and export of the countries which the Goods are exported from, transported via or imported to.
Article 24: Breach of the Terms
When the Company or other users suffer any damages due to the breach of the Terms (including the Service Agreement and the Sales Agreement) by the Collaborator, the Company may claim such damages (including reasonable legal fees) to such Collaborator.
Article 25: Confidentiality
The Collaborator shall keep confidential any and all non-public information disclosed in relation to the Service by the Company to the Collaborator for which the Company, at such disclosure, requires the Collaborator a confidential treatment, unless the Collaborator has obtained the prior written approval from the Company.
Article 26: Treatment of User Information
The Company may, in its sole discretion, use or make public any information or data provided by the Collaborator to the Company as statistical information in a form that cannot identify an individual, and the Collaborator may not raise any objection to such use or publication.
Article 27: Amendment
The Company reserves the right to amend or change the Terms when the Company finds it necessary. In the event of any amendment or change to the Terms, the Company shall inform the effective time and content of the amended or changed Terms no later than 30 days prior to the effective date by posting on the Website or other appropriate way, or notify the Collaborator of the same. Notwithstanding the foregoing, the Company shall obtain the Collaborator's consent in a manner specified by the Company for the amendment or change of the Terms that requires such consent under the applicable laws.
Article 28: Notice
Any communications or notices from the Collaborator to the Company, including but not limited to inquiries with respect to the Service, and any communications or notices from the Company to the Collaborator, including but not limited to notices concerning any amendment to the Terms shall be made in accordance with the procedures specified by the Company.
Any communication or notice made by the Company that is addressed to the e-mail address included in the Registration Information of a Collaborator shall be deemed to be received by the Collaborator.
Article 29: Assignment
The Collaborator shall not assign, transfer, grant security interests on or otherwise dispose of the status, its rights or obligations under the Service Agreement and the Sales Agreement without the prior written consent of the Company.
In cases where the Company transfers the business regarding the Service to a third party, the Company may, as part of such transfer, assign to the third party the rights and obligations of the Company under the Service Agreement or the Sales Agreement, and the Registration Information and other information relating to the Collaborator, and the Collaborator hereby agrees to such transfer in advance. The business transfer referred to above in this Paragraph shall include, in addition to the usual form of business transfer, a company split or any other form that would result in a business transfer.
Article 30: Late Payment Charge
If the Collaborator fails to pay the fees provided in the Terms (including the Service Agreement and the Sales Agreement) when due and payable, it shall be obligated to pay a default penalty at the rate of 14.6% per annum.
Article 31: Severability
If any provision of the Terms (including the Service Agreement and the Sales Agreement) or a part thereof is held to be invalid or unenforceable under Consumer Contract Law of Japan or other laws or regulations, the remaining provisions hereof or the remaining portion of the provision held invalid or unenforceable in part shall remain in full force and effect.
Article 32: Governing Law and Jurisdiction
The Terms (including the Service Agreement and the Sales Agreement) shall be governed by the laws of Japan without regard to conflict of laws principles.
Any and all disputes arising out of or in connection with the Terms (including the Service Agreement and the Sales Agreement) shall be submitted to the exclusive jurisdiction of the Tokyo District Court of Japan in the first instance.
[Prescribed on Mar/20/2020]