Terms and Conditions of Sale and Use for Official Rakuma Vendors
These Terms and Conditions of Sale and Use for Official Rakuma Vendors (hereinafter referred to as the “Vendor Terms and Conditions”), subordinate to the Rakuma Terms of Use, set forth the terms and conditions governing Vendors’ use of the Services (defined in Subparagraph 1 of Article 1 herein) specially permitted by Rakuten Group, Inc. (hereinafter referred to as “the Company”) pursuant to the Rakuma Terms of Use (https://fril.jp/info/policy).
A Vendor wishing to use the Services must apply to the Company in the prescribed manner and undergo a review. If, as a result of the review, the Company grants the Vendor permission to use the Services, the Vendor is deemed to be an official Rakuma Vendor (hereinafter referred to as “Official Vendor”) for the purpose of the application of these Terms and Conditions.
In the event of inconsistency between any provision of the Vendor Terms and Conditions and any provision of the Rakuma Terms of Use, the former shall prevail. In addition, the terms used in these Vendor Terms and Conditions shall have the same meaning as those used in the Rakuma Terms of Use, unless otherwise provided.
Note that the applications, guidelines, manuals, and other similar documents (hereinafter collectively referred to as “Manuals and Others”) notified or provided by the Company to Official Vendors and other Rakuma Users in connection with the use of the Services by Official Vendors shall form a part of the Vendor Terms and Conditions, and Official Vendors and others shall abide by the contents of such documents.
Article 1 (Definitions)
Terms used in these Vendor Terms and Conditions shall be defined as follows:
(i) “Agreement” means the agreement established between the Company and an Official Vendor pursuant to the Rakuma Terms of Use and the Vendor Terms and Conditions.
(ii) “Services” means online flea market platform services offered and operated via “Rakuten Rakuma,” a flea market app operated by the Company, under the name of “Rakuten Rakuma.” If the service name is changed, “Services” refers to the services offered under the new name.
(iii) “Vendor Services” means the Services offered and operated by the Company for Official Vendors and the original services offered for Vendors in accordance with the Rakuma Terms of Use and the Vendor Terms and Conditions.
(iv) “Rakuma Users” means all users of the Services.
(v) “Rakuma Member” means an individual Rakuma User who has consented to the Rakuma Terms of Use, completed the enrollment registration prescribed by the Company to use the Services, and has been approved for enrollment registration by the Company.
(vi) “Vendor” means an individual or corporate Rakuma User undertaking commercial activities who meets the criteria set by the Company.
(vii) “Authorized Account” means an Rakuma account the Company issues to an Official Vendor for the sale of Items.
(viii) “Items” means any items that are offered by an Official Vendor via Rakuma in its capacity as a Vendor and specified separately based on consultation between the Company and the Official Vendor.
(ix) “Purchaser” means a Rakuma Member who purchases Items using Rakuma.
(x) “Rakuma Payment Systems” means all the payment methods and systems for such methods used to sell or purchase products via Rakuma.
Article 2 (Official Vendor)
1. A Vendor may complete registration for Rakuma membership as a Vendor and use Vendor Services as an Official Vendor pursuant to the provision of Paragraph 1(i) of Article 5 of the Vendor Terms and Conditions by obtaining permission from the Company in advance.
2. A Vendor wishing to obtain permission to use Vendor Services shall apply to the Company in advance by submitting the documents prescribed by the Company, and the Company shall conduct the review prescribed by the Company. Only those Vendors who have obtained permission based on the results of the review may complete registration for Rakuma membership as an Official Vendor and use Vendor Services. Vendors are prohibited from using Rakuma unless they have obtained the permission of the Company.
3. When the notice of the permission stipulated in the preceding paragraph is received, the Agreement between the Company and an Official Vendor shall be deemed established.
4. The Official Vendor may use Vendor Services through an account authorized by the Company only within the scope permitted by the Company.
5. In order to maintain its dignity as a Rakuma official shop, the Official Vendor shall abide by the inspection and appraisal requirements for Items, service levels, product warranty and return conditions, and other approval criteria for Rakuma official shops separately prescribed by the Company, in addition to laws and regulations, the Vendor Terms and Conditions, the Rakuma Terms of Use, and the individual agreements entered into by and between the Company and the Official Vendor.
6. A Vendor using the Rakuma Payment Systems shall be subject to the “Special Vendor Agreement Regarding the Use of the Rakuma Payment Systems” in addition to the Vendor Terms and Conditions.
7. A Vendor using the Rakuma inventory coordination system (API) provided by the Company shall be subject to the “Special Agreement Regarding the Use of the Rakuma Inventory Coordination System (API)” in addition to the Vendor Terms and Conditions.
8. The Official Vendor shall grant the Company, the subsidiaries and affiliates of the Company, and any other party specified by the Company a worldwide, non-exclusive, free license to display and use the trade name(s), trademark(s) (not limited to registered trademarks), logo(s), name(s), and other assets (including trademarks, logos, names, and other assets related to Vendor Services) of the Official Vendor for the purpose of fulfilling the Company’s obligations under the Agreement or promoting Rakuma.
9. If the Official Vendor create a Rakuten ID to create the Rakuma account, the Official Vendor may use the Rakuten ID only to use Vendor Services. The Official Vendor shall not use the Rakuten ID for any other purpose (including, but not limited to acquiring the Rakuten points or applying for some promotion events with the Rakuten ID.) without the permission of the Company in advance.
Article 3 (Representations by Official Vendor)
1. The Official Vendor shall use Vendor Services in such a manner that clearly indicates to Rakuma Users that the Official Vendor is a Rakuma official shop. This does not apply, however, if a separate agreement has been made between the Official Vendor and the Company.
2. If the Official Vendor intends to use any of the trademarks held by the Company for the purpose of representing the Official Vendor as a Rakuma official shop, among other purposes, pursuant to the preceding paragraph, the Official Vendor shall abide by the guidelines separately prescribed by the Company concerning the use of intellectual property rights held by the Company (https://corp.rakuten.co.jp/brand/). In addition, the Official Vendor shall obtain the approval of the Company in advance with respect to the manner of use.
3. Representations by the Official Vendor to Rakuma Users in connection to Paragraph 5 of the preceding article shall be made in compliance with the Act on Specified Commercial Transactions and in the format specified by the Company.
4. The Official Vendor shall not engage in either of the following acts or any actions that may result in either of the following acts:
(i) Using an account other than its Authorized Account without permission; or
(ii) Engaging in acts other than the sale of Items through its Authorized Account, except in cases where separate arrangements have been made between the Official Vendor and the Company regarding authorized acts.
Article 4 (Use of Rakuma Payment Services)
1. The Company shall provide the Official Vendor with the Rakuma Payment Systems as part of Vendor Services in connection with Paragraph 6 of Article 2 of the Vendor Terms and Conditions. In relation to this, the Official Vendor is required to enter into a franchising agreement or user agreement with the payment service operator and the payment receiving agent specified by the Company (hereinafter collectively referred to as “Agreements with Payment Service Operators”).
2. The Official Vendor shall comply with the terms deemed to be the obligations of the Official Vendor in Agreements with Payment Service Operators, consent to the provisions that must be agreed upon by the franchisee or user in the applicable agreement, and submit the prescribed application form to the Company as proof of consent. Details shall be as provided in the Special Vendor Agreement Regarding the Use of the Rakuma Payment Systems and instructions separately given by the Company.
3. If the Official Vendor has already signed a franchise agreement or service agreement with the payment service operator and the payment receiving agent specified by the Company with respect to the use of services other than Rakuma, the Official Vendor shall promptly notify the Company of the fact.
Article 5 (Application of the Rakuma Terms of Use)
The Rakuma Terms of Use shall apply to the Official Vendor as described below:
(i) Notwithstanding the provisions of Paragraph 1 of Article 1 (Contents of Vendor Services), Paragraph 2 (iii) of Article 3 (Rakuma Membership Registration), and Subparagraph 3 (iv) of Paragraph 1 in Article 18 (Prohibited Activities) of the Rakuma Terms of Use, the Official Vendor may use Rakuma in its capacity as a Vendor.
(ii) Notwithstanding the provisions of Paragraphs 1 to 3 of Article 8 (Application for Product Purchase), Paragraph 5 of Article 9 (Transactions), all paragraphs of Article 10 (Payment and Settlement), and any other relevant provisions of the Rakuma Terms of Use, the Official Vendor shall not apply for any product purchase, make any purchase, make purchase payments or make payment arrangements, or receive purchased products via Rakuma. This shall not apply, however, if a separate agreement has been made between the Official Vendor and the Company regarding authorized acts.
(iii) Paragraph 6 of Article 3 (Rakuma Membership Registration) and Paragraphs 3 and 4 of Article 5 (Revocation of Rakuma Membership Eligibility) shall not apply.
(iv) Notwithstanding the provision of Paragraph 7 of Article 3 (Rakuma Membership Registration) of the Rakuma Terms of Use, the Official Vendor may have multiple Rakuma membership accounts if the Company permits, within the scope of the permission given.
(v) Notwithstanding the provisions of Paragraphs 1 and 2 of Article 6 (Termination of Rakuma Membership) of the Rakuma Terms of Use, if the Official Vendor wishes to terminate its Rakuma membership, the Official Vendor shall obtain the approval of the Company in advance. In addition, the termination of membership by the Official Vendor causes the Agreement to automatically comes to an end. When the Company approves the termination and the Official Vendor withdraws from membership, product proceeds and other monies payable to the Official Vendor shall be handled in accordance with the Vendor Terms and Conditions or agreements made between the Company and the Official Vendor.
(vi) Notwithstanding the provision of Paragraph 4 of Article 9 (Transactions) of the Rakuma Terms of Use, deadlines for shipment completion and the reporting of delivery completion shall be separately determined upon mutual consultation between the Company and the Official Vendor.
(vii) The provision of Paragraph 1 of Article 11 (Receipt of Product Proceeds) shall not apply when a payment method specified separately by the Company is used. Claims to product proceeds against the Company shall not be assigned to any third party, and the provisions of the agreements and special agreements between the Official Vendor and the Company, the payment service operator, and the payment receiving agent shall prevail.
(viii) Notwithstanding the provisions of Paragraphs 3 and 4 of Article 11 (Receipt of Product Proceeds) of the Rakuma Terms of Use, the Official Vendor shall receive the amount obtained by subtracting the Vendor Services subscription fees from the settlement amount by a means specified in Article 8 of the Vendor Terms and Conditions and in cash only.
(ix) Notwithstanding the provisions of Article 14 (Handling of Points) of the Rakuma Terms of Use, the Official Vendor may not obtain or use points on Rakuma.
(x) Notwithstanding the provisions of Paragraph 1(3)(iii) of Article 18 (Prohibited Activities) of the Rakuma Terms of Use, the Official Vendor shall be prohibited from offering pirated products, counterfeit brands, and products obtained through theft or other crimes, whether intentionally or otherwise. In addition, the Official Vendor is also prohibited from offering products required to pass the review prescribed by the Company without the permission of the Company.
(xi) With respect to the provisions of the paragraphs of Article 26 (Changes to the Terms) of the Rakuma Terms of Use, the Rakuma Terms of Use (the Terms) shall be interpreted to include the Vendor Terms and Conditions and the special agreements applicable to the Official Vendor.
(xii) The Company may make changes to the Rakuma Terms of Use for the convenience of the operation of Rakuma pursuant to Article 26 (Changes to the Rakuma Terms of Use) of the Rakuma Terms of Use, and the provisions of the subparagraphs of this article shall be modified accordingly based on the changes.
Article 6 (Suspension of Official Vendor’s Account and Revocation of its Permission)
1. If the Company considers that the Official Vendor is not appropriate as an Official Vendor based on the Official Vendor’s sales performance, the Official Vendor’s conduct in its use of Rakuma, the Official Vendor’s reputation among Purchasers, and other grounds, the Company may request the Official Vendor to promptly remedy the situation. If the Company considers that the situation has not been remedied after a reasonable period, the Company may immediately discontinue the permission granted to the Official Vendor under Paragraph 1 of Article 2 of the Vendor Terms and Conditions, prohibit the Official Vendor from using Rakuma in its capacity as a Vendor, and take the necessary steps such as suspending the Official Vendor’s account.
2. If the Company determines that the Official Vendor falls under any of the grounds for cancellation set forth in Article 17 of the Vendor Terms and Conditions, violates any of the Vendor Terms and Conditions, damages the dignity of the Rakuma official shop, or engages in acts that may correspond to any of the actions described, the Company may immediately discontinue the permission granted to the Official Vendor under Paragraph 1 of Article 2 of the Vendor Terms and Conditions, prohibit the Official Vendor from using Rakuma in its capacity as a Vendor, and take the necessary steps such as suspending the Official Vendor’s account.
3. If the Company determines that the Official Vendor falls under any of the grounds for, among other things, the revocation of eligibility for Rakuma membership pursuant to the Rakuma Terms of Use, the Company may, as a matter of course, prohibit the Official Vendor from using Rakuma in its capacity as a Vendor and take the necessary steps such as suspending the Official Vendor’s account.
4. Following the expiration of the term of the Agreement, the Company may, at its discretion, take appropriate actions such as suspending the Official Vendor’s account.
5. In the event the Official Vendor suffers losses as a result of any of the actions taken under any of the preceding four (4) paragraphs, the Official Vendor is not entitled to seek from the Company compensation for the loss suffered.
Article 7 (Sales Commission)
The Official Vendor shall, in consideration of its use of Rakuma, pay to the Company a commission to be determined upon agreement between the Official Vendor and the Company (hereinafter referred to as the “Sales Commission”) notwithstanding the provision of Article 13 of the Rakuma Terms of Use. The Sales Commission shall be deducted from the proceeds of the Official Vendor by the Company in advance, and no requests for payment or the like shall be made based on invoices.
Article 8 (Settlement Money and Vendor Services Subscription Fees)
1. The Official Vendor shall pay to the Company Vendor Services subscription fees in addition to the Sales Commission stipulated in the preceding article. Such fees shall be calculated and paid as set forth in the following paragraphs. This shall not apply, however, if any separate agreement has been made between the Official Vendor and the Company.
2. The Official Vendor shall be responsible for calculating the proceeds with the last day of each month as the cut-off day.
3. In relation to Subparagraph (viii) of the main clause of Article 5 of the Vendor Terms and Conditions, the Official Vendor shall calculate the settlement money for each month by subtracting the Sales Commission from sales proceeds with the last day of each month as the cut-off date and send an invoice to the Company no later than the fifth (5th) business day of the following month. The Company shall pay to the Official Vendor the settlement money stated in such invoice by means of bank transfer no later than the last day of the month immediately after the month containing the cut-off date (or, if such day falls upon a holiday for financial institutions, the following business day). All expenses incurred in such transfer shall be borne by the Official Vendor.
4. The Company shall calculate the prescribed amount of the Vendor Services subscription fees specified in advance based on the proceeds of each month, and send an invoice for Vendor Services subscription fees to the Official Vendor by the tenth (10th) of the month immediately after the month in which the applicable sales are made. The Official Vendor shall pay to the Company the Vendor Services subscription fees stated in such invoice by means of bank transfer no later than the last day of the second month after the month in which the applicable sales are made (or, if such day falls upon a holiday for financial institutions, the following business day). All expenses incurred in such transfer shall be borne by the Official Vendor.
5. If the Official Vendor fails to make its payment on time, the Company is entitled to seek from the Official Vendor a late payment fee calculated by multiplying an annual rate of 3% to the amount in arrears based on the number of days between the day immediately following the payment due date and the day the payment is completed.
6. If returns, refunds, or other similar events (including, but not limited to, suspension of transactions) result in a change in the proceeds after the Company pays the settlement money to the Official Vendor, the Official Vendor shall address such change at its own expense and responsibility without any involvement of the Company. This does not apply, however, if any separate agreement has been made between the Official Vendor and the Company.
Article 9 (Handling of Improper Use)
If a Purchaser who has purchased an Item claims an improper use in relation to the purchase, the Official Vendor shall bear the loss arising from such improper use.
Article 10 (Troubleshooting)
The Official Vendor shall resolve at its own expense and responsibility any problems or troubles arising between the Official Vendor and a Rakuma User in accordance with Paragraph 8 of Article 9 of the Rakuma Terms of Use.
Article 11 (Outsourcing)
1. Subject to the prior consent of the Company, the Official Vendor may outsource (including multi-tiered outsourcing, such as subcontracting by the contractor) all or part of the work of the Official Vendor related to Vendor Services to a third party. In such case, the Official Vendor shall thoroughly ensure that such third party will securely manage confidential information and customer information and shall assure that such third party will comply with the laws and regulations, agreements, and criteria to be complied by the Official Vendor as specified in Paragraph 5 of Article 2 and Paragraph 3 of Article 3 of the Vendor Terms and Conditions.
2. The Official Vendor shall be liable for all acts of such third party in connection with the outsourced work.
Article 12 (Confidentiality)
1. Confidential information means any business, technical, or other information provided by one party (hereinafter referred to as the “Disclosing Party”) to the other party (hereinafter referred to as the “Receiving Party”) relating to the Disclosing Party or its affiliate company pursuant to the Agreement during the term of the Agreement that corresponds to (1) information that is clearly indicated as confidential information at the time of disclosure, (2) information disclosed verbally, visually, or by any other intangible means for which the Disclosing Party issues to the Receiving Party a document (including emails) describing its content within ten (10) days of disclosure, (3) information concerning Rakuma Users, or (4) information for which announcement or disclosure to third parties is deemed unexpected based on the nature of its content, as well as the existence and content of the Agreement and the content of the negotiations conducted between the parties pursuant to this Agreement, except for the following:
(i) Information which was already public knowledge at the time of disclosure;
(ii) Information which becomes public knowledge following disclosure at no fault of the Receiving Party;
(iii) Information which was already in the lawful possession of the Receiving Party at the time of disclosure;
(iv) Information which is developed or created by the Receiving Party on its own accord independently of any confidential information; and
(v) Information which is obtained by the Receiving Party without assuming the duty of confidentiality from a duly authorized third party.
2. The Receiving Party shall not use any confidential information concerning the Disclosing Party for any purpose other than for the Official Vendor’s use of Vendor Services and the Company’s operation of the Services (hereinafter referred to as the “Purposes”) and for the Company’s research and improvement of services (including services other than Rakuma) managed by the Company.
3. The Official Vendor and the Company may disclose confidential information concerning the Disclosing Party only to those listed below who need to have the information to achieve the purposes set forth in the preceding paragraph: (1) the executives and employees of the Receiving Party or its affiliate company, (2) attorneys, patent attorneys, certified public accountants, and other professionals bound by the duty of confidentiality under the law who are consulted regarding the Purposes, and (3) parties to whom disclosure is approved by the Disclosing Party in writing. In such case, the Receiving Party shall disclose confidential information concerning the Disclosing Party only to the extent necessary to achieve the purposes set forth in the preceding paragraph and shall not disclose such information to any other third party. The Receiving Party shall impose on the third party to whom confidential information is disclosed obligations equivalent to those stipulated in the Agreement and shall be liable to the Disclosing Party for any violation of obligations committed by said third party.
4. Notwithstanding the provisions of the preceding paragraph, if the Receiving Party is required by any law or regulation or by any public agency’s binding request to disclose any confidential information, the Receiving Party may, after giving notice to the Disclosing Party, disclose such confidential information by identifying the confidential nature of such confidential information.
5. The Receiving Party shall handle the confidential information disclosed by the other party with the care of a good manager so as to prevent the leakage, loss, and damage of the confidential information.
6. The Receiving Party shall not duplicate confidential information in any scope or volume exceeding the bare minimum required for the execution of the purposes set forth in Paragraph 2 of this article without prior written consent of the Disclosing Party.
7. The Receiving Party shall promptly return or destroy all of the confidential information disclosed or provided by the Disclosing Party pursuant to the Agreement, including its duplicates in all formats, if the activities associated with the Purposes are suspended or concluded or if the Receiving Party is requested to do so by the Disclosing Party. In destroying the confidential information, the Receiving Party shall use reasonable means to ensure that no leakage of such information occurs, and shall provide proof that the confidential information has been destroyed if required by the Disclosing Party.
Article 13 (Information Required to be Submitted)
1. The Official Vendor shall submit to the Company the information set forth in the next paragraph in advance. In the event of any change in the submitted information, the Official Vendor shall notify the Company of the change without delay. Any loss suffered by any Rakuma User or the Company as a result of the Official Vendor’s failure to submit information shall be borne by the Official Vendor.
2. The Official Vendor shall submit to the Company the following information:
(i) The Official Vendor’s trade name (business name), representative’s name, address, and copies of official documents proving such information.
(ii) One (1) set of the Official Vendor’s seal registration certificate;
(iii) Details of products and others to be offered as Items by the Official Vendor;
(iv) Name, email address, telephone number, and any other information prescribed by the Company of the Official Vendor’s sales representative in charge of Items (hereinafter referred to as the “Management Supervisor”).
(v) Information regarding the bank account of the Official Vendor for receiving transfers;
(vi) A copy of the license or permit required of the Official Vendor by law, regulation, or the like in connection with the performance of the Agreement under the Secondhand Articles Dealer Act or any other law; and
(vii) Any other information reasonably necessary for the review and management of the Official Vendor, as specified by the Company.
3. The Official Vendor shall provide the Company with accurate information regarding the existence of any administrative penalty imposed pursuant to the Act on Specified Commercial Transactions or of any loss of a court case on the basis of a violation of the Consumer Contract Act in the most recent five (5) years and report any information related thereto when requested by the Company.
4. If the Company sends a document by mail to the Official Vendor’s address submitted to the Company, such document shall be deemed to have arrived at the time when it should have normally arrived even in the event of failed or late delivery of the document due to the Official Vendor’s refusal to take delivery, absence, or any other reason.
5. If the Company sends an email to the email address of the Official Vendor’s Management Supervisor submitted to the Company (hereinafter referred to as the “Submitted Email Address”), such email shall be deemed to have arrived at the time of its receipt by the Official Vendor or upon the elapse of twenty-four (24) hours after it is sent by the Company, whichever is the earlier.
6. If the Company notifies the Official Vendor, via email to the Submitted Email Address, that the Company has posted a message on a page in the Company’s server specified by the Company, such message shall be promptly checked by the Official Vendor and shall be deemed to have reached the Official Vendor at the time of such check by the Official Vendor or upon the elapse of twenty-four (24) hours after the email is deemed to have arrived pursuant to the preceding paragraph, whichever is the earlier.
7. Even after the Agreement is signed, the Company may require the Official Vendor to re-submit the information set forth in Paragraph 2 of this article and conduct another review as a result if the Company determines it to be necessary.
Article 14 (Management Supervisor)
In implementing the policy, the Official Vendor shall comply with the following:
(i) The Official Vendor shall ensure that the Management Supervisor and all persons involved in sales and other activities using Vendor Services has a full understanding of the Rakuma Terms of Use, the Vendor Terms and Conditions, special agreements, and Manuals and Others, as well as the Rakuma services and systems and the methods of using such services and systems.
(ii) The Official Vendor shall appoint a Management Supervisor and instruct the Management Supervisor to manage the page dedicated to the Official Vendor used to receive support from and otherwise communicate with the Company.
Article 15 (Coordination with Other Services)
1. Reviews conducted with respect to the use of Vendor Services set forth in Paragraph 2 of Article 2 of the Vendor Terms and Conditions may be affected by the results of reviews conducted with respect to the use of services other than Rakuma offered by the Company and the Rakuten Group (hereinafter referred to as “Other Services”) or the Rakuma Payment Systems or the status of usage thereof. A Vendor applying to use Vendor Services is considered to have consented to having the Company and the Rakuten Group (the definition of which is identical to the definition under the Privacy Policy of Rakuten Group, Inc. (https://privacy.rakuten.co.jp/)) exchange information on the status of the Vendor’s usage of Other Services and payment systems to the extent necessary for the purpose of conducting a review for the use of Vendor Services.
2. Based on the results of reviews related to the use of Other Services or payment systems or the status of usage thereof by the Official Vendor, the Company may conduct a new review with respect to the use of Rakuma on the Official Vendor, who has already been reviewed and permitted to use Rakuma.
3. Based on the results of reviews related to the use of Other Services or payment systems or the status of usage thereof by the Official Vendor, the Company may take any steps it determines necessary, including suspending the Official Vendor’s account or revoking its permission on a temporary or permanent basis.
Article 16 (Prohibition of Assignment of Rights or Obligations)
The Official Vendor shall not assign or transfer, or provide as security, the Official Vendor’s status under the Agreement or any of its rights or obligations arising from the Agreement.
Article 17 (Termination)
1. The Company may discontinue fulfilling the obligations of, or terminate, all or part of the Agreement and any other related agreement established between the Company and the Official Vendor without assuming any responsibility if the Official Vendor breaches all or part of the obligations set forth in the Rakuma Terms of Use, the Vendor Terms and Conditions, special agreements, or Manuals and Others and fails to take corrective action even after the Company demands the Official Vendor to do so within a reasonable period of time specified by the Company except, however, that the events stipulated in the subparagraphs of Paragraph 2 of this article shall be governed by the provision of Paragraph 2 of this article.
2. The Company may, without notice or demand, immediately discontinue fulfilling the obligations of, or terminate, all or part of this Agreement and any other related agreement established between the Company and the Official Vendor without assuming any responsibility if any of the following applies to the seller:
(i) If the Official Vendor commits a serious violation of any provision of the Rakuma Terms of Use, the Vendor Terms and Conditions, special agreements, or Manuals and Others, and continuing the Agreement is determined to be difficult;
(ii) If the Official Vendor’s account is suspended and its permission is revoked pursuant to Article 6 of the Vendor Terms and Conditions;
(iii) If the information submitted to the Company pursuant to Article 13 of the Vendor Terms and Conditions contains false information, or is insufficient in such a way that the Company determines it would be difficult to continue the Agreement;
(iv) If the Official Vendor’s account is suspended and its permission is revoked pursuant to Paragraph 3 of Article 15 of the Vendor Terms and Conditions;
(v) If the Official Vendor’s account is suspended and its permission is revoked pursuant to Paragraph 2 of Article 20 of the Vendor Terms and Conditions;
(vi) If the Official Vendor is issued an order for business suspension, revocation of business license or registration, or any other similar action by the competent authorities;
(vii) If proceedings for seizure, provisional seizure, provisional disposition, compulsory execution, public auction for foreclosure of a mortgage, coercive collection of unpaid taxes, or any other action equivalent to any of the above are commenced against the Official Vendor;
(viii) If a petition is filed by or against the Official Vendor for commencement of bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or other legal insolvency proceedings;
(ix) If any bill, draft, note or check drawn or accepted by the Official Vendor is dishonored even once or if the Official Vendor suspends payments;
(x) If the Official Vendor ceases to exist as a result of an amalgamation, consolidation or merger with or into any other entity, discontinues or changes its business, or passes a resolution for winding up, or if any other circumstances arise that make it extremely difficult for the Official Vendor to continue the Agreement, such as doubt about the Official Vendor’s solvency or the occurrence of an act of disloyalty by the Official Vendor;
(xi) If the Official Vendor adopts a resolution to decrease its capital, terminate, suspend, or change its business, or transfer all or a critical part of its business;
(xii) If the Company determines that the credit status of the Official Vendor has deteriorated;
(xiii) If the Company determines that the Official Vendor damages, or may damage, the Company’s reputation;
(xiv) If the Official Vendor violates any law, regulation, or the like;
(xv) If the Official Vendor violates a provision of any of the agreements, special agreements, or Manual and Others applicable to Official Vendor; or
(xvi) If the Company is unable to communicate with the representative or designated contact person of the Official Vendor or is unable to confirm the intention of the Official Vendor.
3. If Paragraph 1 of this article or any of the subparagraphs of the preceding paragraph is applicable to the Official Vendor, all obligations owed by the Official Vendor to the Company shall automatically become immediately due and payable and shall be paid immediately by the Official Vendor to the Company.
4. The Official Vendor is not entitled to seek damages from the Company in connection with the termination of this Agreement pursuant to this article.
Article 18 (Liability for Damages)
If the Official Vendor causes the Company or any Rakuma User to suffer any loss as a result of its violation of any provision of the Rakuma Terms of Use, the Vendor Terms and Conditions, special agreements, or Manuals and Others or due to any cause unattributable to the Company in relation to the Official Vendor’s use of Vendor Services, the Official Vendor shall compensate the other party for the losses suffered (including legal fees).
Article 19 (Offset)
If the Agreement is terminated on the basis of a violation of any provision of the Rakuma Terms of Use or special agreements or on the basis of any of the events set forth in Article 17 or 20 of the Vendor Terms and Conditions and if the Company has monetary claims (including, but not limited to, those related to Rakuma) against the Official Vendor at the time, the Company may offset the settlement money stipulated in Paragraph 3 of Article 8 of the Vendor Terms and Conditions by the amount corresponding to such monetary claims at any time, regardless of the timing of the payment due date.
Article 20 (Elimination of Antisocial Forces)
1. The Company and the Official Vendor represent that neither party nor any of its officers is or will be an organized crime group, an organized crime group member, a person who ceased to be an organized crime group member within the last five (5) years, a quasi-member of an organized crime group, an organized crime group-associated company, a corporate extortionist (sokaiya), or any other entity similar to any of the above or a member thereof (hereinafter collectively referred to as an “Antisocial Force”). Either party hereto covenants to the other party that neither the party nor any of its officers does and will:
(i) Allow or cause an Antisocial Force to use its name;
(ii) Have a relationship in which an Antisocial Force is deemed to be in effective control of the party’s management;
(iii) Engage in any act deemed tantamount to providing funds or benefits to, or otherwise being involved in, an Antisocial Force;
(iv) Allow an officer or any other person who is effectively involved in the party’s management to have a socially reprehensible relationship with an Antisocial Force; or
(v) Engage in any of the following acts, whether directly or through the use of a third party:
(a) Violent demands;
(b) Unreasonable demands that go beyond the limits of legal liability;
(c) Use of threatening behavior or violence with regard to any transaction;
(d) Any act that damages the other party’s reputation or interferes with the other party’s business by spreading rumors, engaging in fraud, or using force; and
(e) Any other act equivalent to any of the above.
2. If the Official Vendor is found to have violated any of the provisions of the preceding paragraph, the Company may terminate the agreement based on the Rakuma Terms of Use and the Vendor Terms and Conditions without any demand.
3. If the agreement based on the Rakuma Terms of Use and the Vendor Terms and Conditions is terminated pursuant to any of the provisions of this article, the Company shall assume no liability for any loss arising from such termination.
Article 21 (Handling of Personal Information)
1. The Official Vendor shall comply with the Act on the Protection of Personal Information (Act No. 57 of 2003; the act and the subsequent amendments thereto shall be hereinafter referred to as the “Personal Information Protection Act”) and all the laws and regulations related thereto.
2. The Official Vendor shall comply with the following with respect to the handling of personal information accessible through the use of Vendor Services (hereinafter referred to as “Personal Information”):
(i) Personal Information shall be used only for the purposes set forth in (a), (b), and (c) below:
(a) The signing of an agreement with the Rakuma User who has provided information or the sale of Items to the Rakuma User, and the work and communication required for such purposes;
(b) The access to and use of Personal Information only to the extent necessary for achieving the purposes set forth in (a); and
(c) The furnishing of Personal Information to a third party (including, but not limited to, instructions for delivery) to the extent necessary for achieving the purposes set forth in (a).
(ii) The recording media on which Personal Information is recorded, including computer hard drives, SSDs, CD-ROMs, and DVD-Rs, shall be kept in strict confidence.
(iii) In managing Personal Information, a management supervisor shall be appointed to prevent the leakage, loss, and damage of Personal Information and take other necessary and appropriate steps to ensure the safety of Personal Information.
(iv) Personal Information shall be used by the minimum number of employees necessary for achieving the purposes set forth under (i) above under the supervision of the management representative.
(v) If Personal Information is provided to a third party, consent shall be obtained from the person from whom Personal Information was acquired, or the steps specified in Paragraph 2 of Article 23 of the Personal Information Protection Act shall be taken.
(vi) Personal Information shall not be duplicated or altered beyond the scope necessary for achieving the purposes set forth in (i) above.
(vii) If any Personal Information is no longer required for the purposes set forth in (i), the Personal Information shall be kept or disposed of in a prompt and safe manner.
(viii) If the Official Vendor receives any request or inquiry (including, but not limited to, “Requests for Disclosure and Others” prescribed in Paragraph 1 of Article 32 of the Personal Information Protection Act) from the person from whom Personal Information was acquired, his/her representative, or a third party, the Official Vendor shall assume the responsibility to properly respond thereto in compliance with laws and regulations.
3. The Official Vendor shall comply with the following in connection with its use of Personal Information and other related actions:
(i) If the Official Vendor is subject to a claim for damages or any other claims from the person from whom Personal Information was acquired or any other third party, the Official Vendor shall resolve the matter at its expense and responsibility.
(ii) If the Company is subject to a claim for damages or any other claims from the person from whom Personal Information was acquired or any other third party, the Official Vendor shall indemnify the Company and compensate the Company for any loss suffered, if any (including legal fees and expenses for court proceedings and others within reasonable limits).
Article 22 (Term)
1. The Agreement shall take effect on the day of notice set forth in Paragraph 2 of Article 2 of the Vendor Terms and Conditions and shall remain in effect between the Company and the Official Vendor until the day agreed upon between the Official Vendor and the Company, the day the Company revokes the permission granted to the Official Vendor on the basis of a reason corresponding to any of the grounds for termination stipulated in Paragraphs 1 and 2 of Article 17 of the Vendor Terms and Conditions, or the day the offer of Vendor Services ends, whichever is the earlier.
2. The Official Vendor may terminate the Agreement for any reason by giving the Company three (3) months’ written notice.
Article 23 (Survival)
The provisions of this Agreement that, due to their nature, should remain in effect (including, but not limited to, the provisions on confidentiality) shall remain in full force and effect following the termination or expiration of the Agreement.
Article 24 (Resolution through Consultation)
Any matters not specified in the Vendor Terms and Conditions or any questions arising as to the interpretation of the Vendor Terms and Conditions shall be resolved through good-faith consultation between the Company and the Official Vendor.
Article 25 (Governing Law and Agreed Jurisdiction)
The Agreement shall be governed by the laws of Japan. The Tokyo Summary Court or the Tokyo District Court shall be the agreed court of first instance with exclusive jurisdiction with respect to all judicial disputes arising in connection with this Agreement, depending on the award sought in the suit and other factors.
Article 26(Control)
This Agreement was written in the Japanese language and translated into the English language. While it is intended that both versions are identical, in the event that there are any discrepancies between the Japanese language version and the English language version, the Japanese language version of this contract will control.
End of Document