Shopping Mall Listing Terms and Conditions
Article 1 General Provisions
These terms and conditions apply to the shopping mall (hereinafter referred to as the "Mall") on the MATSURI website () planned and operated by CHITOSE BIO EVOLUTION PTE. (hereinafter referred to as the "Company"), with respect to the sale, etc. of products at the shopping mall (hereinafter referred to as the "Mall") on the MATSURI website ( https://matsuri.chitose-bio.com/ ) planned and operated by the Company. (hereinafter referred to as the "Company") and the person selling the products (hereinafter referred to as the "Seller"). The following is a summary of the terms and conditions of the Agreement.
Article 2 Exhibitor's Application
1A person who wishes to sell products or provide services (hereinafter referred to as "Seller, etc.") at a mall (hereinafter referred to as "Applicant") (2) A person who wishes to sell products or provide services (hereinafter referred to as a "Prospective Exhibitor") at 1Mall (hereinafter referred to as "Applicant") shall submit an application in advance by filling out the prescribed application form with the matters specified in each item.
(1) Trade name (trade name), name of representative and address
(2) Products and services handled
(3) The name and e-mail address of the person responsible for the exhibition (hereinafter referred to as the "Management Responsible Person") (3) Name, e-mail address (hereinafter referred to as "e-mail address to be reported"), telephone number, and other items designated by the Company (4) Name, telephone number, and other items designated by the Company
(4) Account information for payment of money from the Company to prospective exhibitors
(5) Other matters designated by the Company in addition to those stipulated in the preceding items
2This Agreement shall come into effect when the Company's notice of acceptance of the application described in the preceding paragraph reaches the prospective exhibitor (the prospective exhibitor who has entered into this Agreement with the Company shall hereinafter be referred to as the "Participant"). (2) The Company shall not be liable for any loss or damage arising out of the acceptance of an application.
Article 3 Contact
(1)Whenever SBI mails a document to the address reported by the seller, the document shall be deemed to have reached the seller at the time when it would normally reach the seller, even if the document was not delivered or was delivered late due to the seller's refusal to receive it, absence, or any other reason.
2When we send an e-mail to the e-mail address submitted, the e-mail shall be deemed to have reached the exhibitor at the earlier of the time it is received by the administrator of the exhibitor or 24 hours after it is sent by us.
3All communications between the Company and the exhibitor shall be conducted in Japanese.
Article 4 Transfer of Rights, etc.
(2) The seller may not assign, sublease, encumber, or otherwise dispose of the right to list items in the Mall or any other rights under this Agreement in any form, except with the prior consent of the Company.
Article 5 Consignment
( 1) The exhibitor consigns to the Company the following operations (hereinafter referred to as "the operations") related to the sale of the property and the Company is entrusted with these operations. (1)The exhibitor consigns to the Company the following operations (hereinafter referred to as the "Operations") related to the sale and the Company shall be entrusted with these Operations
(1) Creation and posting of the listing page of the goods to be sold and the services to be provided (hereinafter referred to as the "Goods, etc.") (1) Production and posting of exhibit pages for products for sale and services provided (hereinafter referred to as "Products, etc.")
(2) Procedures for concluding sales contracts, etc. of products with customers and collecting payment for products
(3) Shipping of products, etc. to customers
(4) Primary response to pre-purchase and post-purchase inquiries and complaints from customers regarding products, etc.
(5) Businesses separately agreed upon by the Company and the exhibitor
(6) Business incidental to each of the preceding items
2Notwithstanding the provisions of Item 4 of the preceding Paragraph, if SBI deems it appropriate for an exhibitor to directly handle complaints from customers about the products sold by the exhibitor or other matters, SBI may have the exhibitor handle such matters, and the exhibitor shall not refuse to do so. (5)When an exhibitor receives an inquiry from the Company regarding the status of complaint handling, the exhibitor shall respond to such inquiry without delay.
3Manufacturer shall perform this service with the care of a good manager, but except in the case of willful misconduct or gross negligence on the part of Minebea, Minebea shall not be liable for any damage incurred by the seller or any other person as a result of its performance of this service.
Article 6. Listing Procedures and Responsibilities of Exhibitors
(1)When an exhibitor wishes to list a product on the Mall, the exhibitor shall communicate information such as images, videos, product descriptions, advertising items under the Act on Specified Commercial Transactions, and other items required to be displayed or described by laws and regulations (hereinafter referred to as "Product Information, etc.") to the Company by using the "Listing Request Form" prescribed by the Company, and request that the Product Information, etc. be posted on the Mall. (2) The seller shall communicate the information, etc. (hereinafter referred to as "Product Information, etc."), such as images, videos, product descriptions, advertising claims under the Act on Specified Commercial Transactions, and other matters required to be indicated and described by laws and regulations, to the Company by using the "Listing Application Form" prescribed by the Company and request the posting of such information.
2The exhibitor warrants that the product information, etc. described in the preceding paragraph complies with the following items.
(1) The content is accurate and in compliance with applicable laws, regulations, guidelines, etc. for the handling of products, etc.
(2) The display must not be in violation of these Terms and Conditions or any other applicable terms, guidelines or other agreements between the Company and the exhibitor (collectively, the "Terms and Conditions, etc."). (2) The display shall not be in violation of these Terms and Conditions or other rules, guidelines, or other agreements applicable to the Company and the exhibitor (collectively, the "Terms and Conditions").
(3) The display must not be obscene, grotesque, or otherwise offensive to people.
3MKC will examine the contents of the application form described in Paragraph 1 and notify the exhibitor of its acceptance or rejection of the application to list the items on the Mall.
4If an agreement is reached to list Products, etc., the Seller shall cooperate in the creation of the listing page (including, but not limited to, the provision of images, video materials, and information on Products, etc. by the Seller, confirmation of the composition of the listing page and description of Products, etc., proofreading of text, and final confirmation before posting on the Mall). (3) The seller shall provide the information on the products to the mall.
5Market and the exhibitor may discuss modifications and improvements to the Listing Page even after the merchandise has been listed on the auction site. In the event that the Company and the exhibitor agree to revise or improve the pages, they shall do so in accordance with the provisions of the preceding two clauses.
6If any errors are discovered in the descriptions on the Listings Page after the final confirmation by the Seller prior to posting, the Seller shall bear all responsibility arising from such errors. However, this excludes cases in which the Company fails to correct the information on the listing page despite the Seller's explicit instructions to do so.
7As a general rule, an exhibitor shall send in advance to the warehouse designated by the Company for the purpose of the Company's delivery of goods, etc. to its customers, in accordance with the separate provisions of the Company, those goods, etc. that require delivery. The cost of sending the Goods to the warehouse and the cost of sending the Goods from the warehouse to the location designated by the Seller shall be borne by the Seller.
8If the merchandise has an expiration date, SBI shall return the merchandise to the seller when the remaining period of the expiration date reaches the date specified by SBI. In such cases, the cost of return shipping shall be borne by the exhibitor.
9MKC may determine the maximum number and types of Goods, etc. (including Goods, etc. after the end of the purchase period and Goods in warehouses) that may be offered for sale by an exhibitor. 9The Company may set an upper limit on the number and types of Goods, etc. (including Goods, etc. after the end of the purchase period and Goods in warehouses) that an exhibitor may exhibit.
Article 7 Method of Sales
1When a customer places an order for products, etc., makes an inquiry, etc., or otherwise uses the Listings Page, the Company shall, in accordance with Article 5 of these Rules, send the products, etc., settle the payment, and perform other necessary procedures for sales, etc., with the customer on the seller's behalf.
3The Company and exhibitors shall comply with the Act on Specified Commercial Transactions, the Installment Sales Act, the Act Against Unjustifiable Premiums and Misleading Representations, and all other applicable laws and regulations in conducting sales and other activities.
4In the event of non-delivery, delay in arrival, defects or other disputes with customers, or disputes with third parties concerning intellectual property rights such as copyrights and trademarks, or personal rights, etc., concerning product information, etc., the exhibitor shall settle such disputes at his/her own responsibility and expense, except in cases of intentional or negligent conduct by the Company. In the event that the Company is forced to pay compensation for damages to a customer or other third party, the exhibitor shall pay the full amount of such compensation (including attorney's fees and all other expenses incurred in resolving the dispute) to the Company. (2)In the event that the Company is forced to pay compensation for damages, etc. to a customer or other third party, the exhibitor shall pay the Company the full amount of such compensation (including attorney's fees and any other expenses required to resolve the matter).
(2) When an exhibitor changes the person in charge of management, the exhibitor shall immediately notify the Company of the name and the e-mail address of the person in charge of management after the change.
Article 9 Copyrights, etc.
1The copyright of the product information, etc. posted on the Listings Page shall be owned by the exhibitor. However, the Company shall own the copyrights to the portions of the Exhibit Page that are related to copyrighted works created by the Company.
2In the event that an exhibitor requests SBI to publish on the Listings Page copyrighted works of a third party other than the exhibitor with respect to product information, etc., the exhibitor shall obtain the following permission from such third party in advance.
(1) The Company and the exhibitor may use or modify the information.
(2) The Company and Chitose Research Institute Co. (2) The Company and Chitose Research Institute, Inc. may use and modify the information to the extent set forth in the following paragraph.
(3) Customers and other third parties authorized by the Company may use and modify the information within the scope specified in Paragraph 4.
(4) The Company and third parties authorized by the Company may use and modify the information within the scope specified in Paragraph 5.
3The exhibitor grants us and third parties authorized by us permission to use the exhibitor's or third party's copyrighted works on the exhibited pages for the purpose of activating MATSURI ( https://matsuri.chitose-bio.com/ ), publicity, sales promotion, and service improvement of the mall, in a manner authorized by us. (2) MATSURI grants to the Vendor or third party the right to use the Vendor's or third party's copyrighted materials on the Listed Pages in a manner permitted by MATSURI. MATSURI shall not alter the copyrighted works, etc. without the prior consent of the exhibitor or third party.
4The provisions of the preceding paragraph shall remain in effect even after the termination of this Agreement.
Article 10. Recommissioning, etc.
1MKC may, on its own responsibility, outsource all or part of the Services to a third party.
2In the event of outsourcing as described in the preceding paragraph, the Company shall ensure that the third party complies with the Terms and Conditions, etc., and shall be liable for any and all acts related to the outsourcing by the third party.
Article 11 Term of Contract
The term of validity of this Agreement shall be one year from the date of acceptance as stipulated in Article 2.2. If the exhibitor wishes to renew the contract, he/she shall apply for the renewal with the prescribed application form in accordance with Article 2 before the expiration date and obtain the Company's approval.
Article 12 Payment and Settlement
1. The exhibitor shall pay to the Company the exhibitor's fees and expenses stated in the exhibitor's application form under the following conditions. Bank transfer charges shall be borne by the exhibitor.
(1) Basic exhibit fee
Payment amount: The amount stated on the seller's application form
Billing method: Invoicing
Payment period: Payment for the current month is due by the last day of the following month (or the previous business day if the relevant period falls on a financial institution holiday).
(2) Sales commissions
Amount to be paid: The amount calculated in accordance with the calculation method stated in the seller's application form.
Billing method: The aggregation period shall be from the first day of each month to the last day of the same month, and an invoice stating the sales commissions for the relevant aggregation period shall be issued by the fifth business day of the month following the aggregation period.
Payment period: By the last day of the month following the month in which the invoice is issued (or the previous business day if the relevant period is a financial institution holiday).
2Management shall calculate the sales price of goods, etc. collected from customers (hereinafter referred to as "sales price") from the first day of each month to the last day of the same month as the aggregation period, and shall pay the sales price to the bank account designated by the seller by the last day of the month following the aggregation period. (2)The Company shall calculate the sales proceeds from the first day of each month to the last day of the same month as the aggregation period, and shall pay them to the bank account designated by the seller by the last day of the month following the aggregation period by way of remittance to the bank account designated by the seller. The Company shall bear the bank transfer fee.
3Each of the payments in the preceding two paragraphs shall be made after offsetting and clearing in the manner set forth in the following items at the respective due dates.
(1) In the case of Basic Listing Fee + Sales Commission < Sales Price
(2) After deducting the basic listing fee and sales commission from the sales proceeds in custody, SBI shall pay the remaining amount after deduction to the seller.
(2) In the case of Basic Listing Fee + Sales Commission > Sales Price
(2) In the event that the sales price exceeds the basic listing fee and the sales commission, the Company shall appropriate the sales price to the basic listing fee and the sales commission, and the exhibitor shall pay to the Company the amount of the shortfall between the basic listing fee and the sales commission.
Article 13 Customer Information
3In the event of an accident such as leakage or leakage of customer information, the exhibitor and the Company shall immediately report the incident to the other party, and both parties shall take action upon mutual consultation. This paragraph shall not preclude a claim for compensation for damages against the other party.
4The provisions of Paragraphs 2 and 3 shall remain in effect even after the termination of this Agreement.
Article 14 Confidentiality
1Notwithstanding during or after the term of this Agreement, neither Minebea nor the exhibitor shall leak, disclose, or provide to any third party any information obtained in connection with this Agreement or this contract, or any other matters that should belong to the other party's confidentiality. However, this shall not apply if the exhibitor has obtained the prior written consent of the other party.
2Notwithstanding the provisions of the preceding paragraph, in the event that the Company is requested to do so by law or by a government agency, etc., or in the event that the Company deems it necessary for the protection of the rights or property of the Company, its customers, or a third party, or for the operation of the Mall, the Company shall disclose information (including personal information) concerning the seller to a government agency, etc. or a person who has concluded a nondisclosure agreement. (including personal information) to a government agency, etc. or a person who has entered into a confidentiality agreement. (2) The Company may disclose information (including personal information) about sellers to state agencies, etc. or persons with whom it has concluded confidentiality agreements.
3Notwithstanding the provisions of Paragraph 1, we may disclose information, including personal information about sellers, to Chitose Institute, Inc. when we deem it necessary for the operation of the Mall or our business operations.
Article 15 Prohibitions
1The exhibitor shall not engage in any of the following acts in connection with exhibits and sales, etc.
- Acts that violate or may violate laws and regulations
- Acts against public order and morals
- Violation of the voluntary standards for advertising set forth by the Japan Direct Marketing Association
- Actions that may cause customers to make erroneous judgments
- (iii) infringement of property rights (including intellectual property rights) on the Company, other sellers, or any other third party (iii) Acts that infringe or may infringe property rights (including intellectual property rights), violate honor or privacy, slander, or otherwise cause disadvantage to the Company, other exhibitors, or other third parties.
- INDUCING CUSTOMERS TO ENTER INTO TRANSACTIONS OUTSIDE THE MALL BY ADVERTISING STORES OUTSIDE THE MALL, HYPERLINKING TO EXTERNAL WEBSITES, DISPLAYING PREFERENTIAL TREATMENT FOR OFF-SITE TRANSACTIONS BY TELEPHONE, E-MAIL, ETC., OR BY ANY OTHER MEANS
- (iii) Any act of using e-mail addresses or other customer information obtained in connection with the listing of items on the Mall after the termination of this Agreement (including, but not limited to, distribution of e-mails containing advertisements or other solicitations).
- Interfering with our business operations
- Falsifying information about the Mall
- Transmitting or writing harmful computer programs, e-mails, etc.
- Unauthorized access to our servers or other computers
- In addition to the preceding items, any act that interferes with the Company's mall operations
( 2) In addition to the preceding paragraph, sellers may not request the Company to post product information, etc. for products that are prohibited by law, products that may infringe on the rights of third parties, products for which the Company has separately notified sellers, or products that do not carry the Company logo designated by the Company, nor may sell such products at a mall. をすることができない。
Article 16 Suspension of Mall
1All exhibitors agree in advance that the Company may suspend the auction for a certain period of time without prior notice to the exhibitor for any of the following reasons, and shall not make any claim against the Company for refund of the basic auction fee or compensation for any damage due to such suspension.
(1) Suspension for inspection, repair, improvement, etc. of servers, software, etc.
(2) Outages due to accidents or failures of computers, communication lines, etc.
(3) Suspension in order to protect the interests of the Company, customers, other exhibitors or other third parties, or when the Company deems it unavoidable to do so.
2This Company shall endeavor to ensure that the outage described in the preceding paragraph is for the minimum time necessary.
Article 17 Suspension of Exhibits, etc.
1In the event that an exhibitor falls under any of the following items, the Company may suspend the exhibitor's merchandise, announce the reason for suspension, or take any other necessary action, and the exhibitor must promptly follow the Company's instructions and take remedial measures
(1) When the exhibitor violates any of the provisions of these Terms and Conditions
(2) When any of the events specified in Article 20, Paragraph 1 occurs.
(3) Frequent complaints about refunds, etc. from customers who have purchased the exhibitor's products, etc.
(4) In addition to the preceding items, when the Company deems it necessary to take measures such as suspending the display of items from the viewpoint of consumer protection, etc.
2Even if an exhibitor is suspended under the preceding clause, the exhibitor shall not be exempted from his/her obligation to pay the fees payable to the Company under these Rules and Regulations.
Article 18 Indemnification
1The Company shall not be liable for any damages incurred by an exhibitor in connection with his/her exhibit (including, but not limited to, server or software failure, malfunction, loss of all or part of the exhibit page, suspension of all or part of the service, suspension of an exhibitor's exhibit, or transactions with customers, regardless of the cause of such damage). (2) The Company shall not be liable to compensate for any loss or damage (including, but not limited to, loss of all or part of the pages, suspension of service in whole or in part, suspension of the exhibitor's exhibits, customer transactions, etc.).
2The Company may change or add to the Mall's specifications, etc., or suspend or discontinue the Service without the prior consent of the exhibitor, and shall not be liable to compensate the exhibitor for any loss or damage incurred by the exhibitor as a result of such changes or additions.
Article 19 Termination by the Seller
1. An exhibitor may request cancellation of this Agreement in the manner prescribed by the Company, even during the term of this Agreement. The basic exhibition fee shall not be prorated based on the date of cancellation.
2In the case of the preceding paragraph, settlement of sales commissions and other expenses to be paid by the seller to the Company and of collection fees to be paid by the Company to the seller up to the date of cancellation shall be made in accordance with the provisions of Article 12.
3The Company may delete the seller's page from the Mall on the date of cancellation. In addition, the Company may request the seller to retrieve the erased items at the seller's expense for a period of at least 5 business days after the cancellation date. In this case, if the seller does not pick up the erased merchandise despite the Company's request, the seller shall pay the Company an amount equivalent to twice the storage fee for the number of days overdue as a penalty fee.
Article 20 Cancellation and Termination by the Company
1. In the event that an exhibitor falls under any of the following items, the Company may terminate this Agreement with 30 days' notice and immediately remove the exhibitor's page from the Mall.
- In the event of violation of these Terms and Conditions, etc.
- When a bill or check is dishonored
- When a petition for seizure, provisional seizure, provisional disposition or other compulsory execution or disposition for delinquency is filed
- (iii) When a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation has been filed, or when a petition has been filed on its own behalf.
- (ii) In addition to the cases listed in the preceding three items, when there has been a material change in the credit standing of the seller that may make it difficult for the seller to continue this Agreement.
- (iii) When the Company dissolves or suspends business, or resolves to transfer all or a significant part of its business or operations, to split up, or to merge with a company that will itself become an extinct company.
- When the effective control of the organization changes due to changes in the composition of shareholders, officers, etc.
- When you can no longer contact us
- When we receive a warning or recommendation from a public institution or equivalent with respect to the way we sell our products, the products we handle, or other business operations.
- (iii) When the Company deems that the method of selling products, etc., the products handled, or other business operations are offensive to public order and morals, or inappropriate for the mall.
- When it is confirmed that this contract has been cancelled in the past, regardless of the name of the contract.
- When the Company determines that there is a reason equivalent to any of the preceding items.
- In addition to the preceding items, the Company deems it difficult to continue this Agreement.
2When an exhibitor falls under any of the following items, the Company may terminate this Agreement without any notice and immediately delete the exhibitor's page from the Mall.
(1) In the case of repeated violations of the Terms and Conditions, etc., and when it is recognized that such violations may interfere with the operation of the Mall.
(2) When it is deemed necessary to promptly terminate the contract due to laws and regulations.
(3) Cyber security (meaning cyber security as defined in Article 2 of the Cyber Security Basic Act. The same shall apply hereinafter) (3) When it is deemed necessary to promptly terminate the contract in order to ensure cyber security (meaning cyber security as defined in Article 2 of the Cyber Security Basic Act; the same shall apply hereinafter) or to respond to acts of infringement by fraud or other wrongful means or acts that are clearly contrary to public order or good morals.
(4) In addition to the preceding items, when prior notice is not required under the Act on Improvement of Transparency and Fairness of Specified Digital Platforms and its related laws and regulations, or other laws and regulations.
3With or without cause, SBI may terminate this Agreement by giving one month's prior written notice to the exhibitor.
4If an exhibitor falls under any of the items in Paragraph 2, the exhibitor shall naturally lose the benefit of time with respect to all debts owed to the Company and must immediately repay them, even without any notice or demand from the Company.
5If an exhibitor falls under any of the following events, the exhibitor shall, upon request from the Company, forfeit the benefit of time with respect to all debts owed to the Company and shall immediately repay such debts.
(1) When the exhibitor has been subject to suspension of exhibiting items in accordance with Article 17.1 and has not promptly taken or is not expected to take remedial measures in accordance with the Company's instructions.
(2) When there is a reasonable cause for us to require the preservation of claims
6Even if this Agreement is terminated pursuant to the provisions of Paragraphs 1 through 3, SBI shall not be liable to the exhibitor for any capital investment, cost burden, lost profits, or any other damages incurred by the exhibitor.
Article 21 Termination due to Relationship with Anti-Social Forces
1In the event that the Company deems that an exhibitor falls under any of the following items, the Company may terminate this Agreement without any notice to the exhibitor and immediately delete the exhibitor's page from the mall and server.
(1) When the applicant is a Boryokudan, a member of Boryokudan, an organization related to Boryokudan, a person related to Boryokudan, or other antisocial force (hereinafter collectively referred to as "Boryokudan, etc."). であるとき又は過去に暴力団等であってから5年を経過していないとき
(2) When the Boryokudan, etc. is an individual or juridical person that controls the business activities of the Boryokudan, etc.
(3) When any of its officers or employees falls under the category of a crime syndicate, etc.
(4) If the exhibitor (or an officer of the exhibitor if the exhibitor is a corporation) is arrested or detained for a criminal offense, or if the exhibitor is subject to criminal prosecution
(5) The customer, by himself/herself or by taking advantage of a third party, engages in fraudulent or coarse behavior, demands a burden beyond a reasonable range, or uses violent or threatening words or deeds against the Company or the customer.
(6) When a person tells the Company or a customer that he/she is a Boryokudan, etc. or that his/her affiliated organization or related persons are a Boryokudan, etc., regardless of the fact.
2The provisions of Paragraphs 4 and 7 of the preceding Article shall apply mutatis mutandis to the case where the Company terminates this Agreement in accordance with the preceding paragraph.
Article 22 Governing Law and Agreed Jurisdiction
These terms and conditions shall be governed by and construed in accordance with the laws of Japan, and if any dispute arises between the Company and an exhibitor, the Yokohama District Court or Yokohama Summary Court shall have exclusive jurisdiction as the court of first instance.
Article 23 Changes
1The Company may change the contents of these terms and conditions, etc., when it deems necessary, by giving at least 15 days' notice to exhibitors. However, the Company shall not be required to give the exhibitor advance notice in any of the following cases
(1) When the change in content is minor
(2) When it is deemed necessary to promptly change the contents due to changes in laws and regulations.
(3) When it is deemed necessary to promptly make changes in order to ensure cyber security or to respond to acts of infringement using fraudulent or other dishonest means or acts that are clearly contrary to public order or good morals.
(4) In addition to those listed in the preceding items, when prior notice is not required under the Act on Improvement of Transparency and Fairness of Specified Digital Platforms and its related laws and regulations, or other laws and regulations
2With respect to the Terms and Conditions, etc., if an exhibitor does not request the Company to cancel the posting of all the pages on the exhibitor's page after the Company has notified the exhibitor of the change, the exhibitor shall be deemed to have accepted the new Terms and Conditions, and the revised Terms and Conditions shall apply to the exhibitor.
Established February 17, 2023