The KIZIARAI Terms of Services (hereinafter referred to as the “Terms”) define the terms and conditions of the supplier and buyer (defined as set out in Article1) matching services “KIZIARAI” (hereinafter referred to as the “Services” and the content of the Services as set out in Chapter 2) provided by Bird fab studio Co., Ltd. (hereinafter referred to as the “Company”) and the rights and obligations between the Company and the Supplier.
Please read the full text of these Terms when using the Services. If the Supplier agrees to integrate these Terms as a part of the content of the Agreement, it is also deemed to have agreed to the individual terms of these Terms.
Chapter 1 General Rules
Section 1 (Definition)
The definition of the terms used in these Terms is as set out below.
The “Site” is a website managed and operated by the Company, and the Site includes characters of “kiziarai.com” as domain name.
“Agreement” means the Company and suppliers, etc. (as defined in Item 8 of this Article). This means the Agreement to use the Services and includes these Terms.
“Applicant for Registration” means a firm or person who, as a supplier, etc. is applying for registration or someone who desires to apply for registration.
“Fabric” means textiles, knitted fabrics, nonwoven fabrics, yarns, and other materials, regardless of the name, such as clothes, fabrics, or textiles.
“Supplier” means a person, individual or entity, to whom Company has agreed to its registration of the Services in accordance with the provisions of Article 4, and who provides fabrics or its relevant services to buyers in the Services, based on certain services agreement (hereinafter referred to as the “Fabric Provision Agreement”), for certain charge or free of charge.
“Buyer” means a firm or person to whom Company has consented for the registration of the Services in accordance with the provisions of Article4, and who receives fabrics based on Fabric Provision Agreement from a supplier of the Service.
“Designated User” means a firm or person who is a designer, influencer, mass media official, etc. who has consented to registration for the Service based on the provisions of Article 4 and who can use certain functions specified by the Company in the Service.
“Supplier, etc.” means the supplier, buyer and designated user as set out in the previous three items.
“Intellectual Property Rights” means copyrights, patents, utility model rights, design rights, trademark rights, and other intellectual property rights (including the right to acquire those rights or apply for registration, etc. for those rights).
“Act on the Protection of Personal Information” means the Act on the Protection of Personal Information (Act No. 57 of 2003).
“Personal information” means personal information stipulated in Article 2, Paragraph 1 of the Act on the Protection of Personal Information.
“Registered Matters” means information about suppliers, etc. provided to the Company by suppliers, etc. when registering the Service.
“Supplier Information” means information that serves as reference in the Fabric Provision Agreement, such as materials, descriptions of materials, images, and text of fabrics by suppliers, buyers, or designated users on the Services.
Section 2 (Applicable conditions)
The purpose of these Terms is to establish the terms and conditions of the Service and the rights and obligations between the Company and suppliers, etc. related to the use of the Services, and applies to all rights and obligations related to the use of the Service between (1) the Company and suppliers, etc., and (2) suppliers and buyers.
In addition to these Terms, the Terms and Conditions separately provided by the Company on the Company’s website, etc. (hereinafter referred to as “Conditions, etc.”) shall be applied to the Service.
If the contents of these Terms have any contradiction with the Conditions, etc. these Terms shall have the precedence, save that any provision of Conditions, etc. defines otherwise.
Section 3 (Change of the conditions)
If there are changes in various circumstances such as social conditions, economic circumstances, changes in the applicable taxes, changes in laws and regulations, changes in the actual situation related to the Service, or other reasons, the Company may change the fees, the contents of the Service, and other contents of these Terms and Conditions (hereinafter referred to as “the contents of these Terms” collectively) if there are changes in various circumstances such as social conditions, economic circumstances, changes in the tax system, changes in laws and regulations, changes in the actual situation related to the Service, or other reasons.
Suppliers, etc. will be deemed to have agreed to the contents of the revised Terms if they continue to use the Service after the change in these Terms.
Section 4 (Registration)
Applicants may apply to the Company for registration to use the Services by agreeing with these Terms and providing the Company with the registration matters in the way specified by the Company.
Please note if the applicant who wishes to register may ask the Company to input the registration information into the application system on behalf of the applicant, however, it shall be at his/her own responsibility to confirm the registered matters, and the Company shall not be liable for any error of the input in any case.
In accordance with its standards, the Company will decide if the applicant, who has applied for registration in accordance with the preceding paragraph, can be registered. The Company will notify the applicant of the registration when it is allowed by the method prescribed by the Company.
Registration as a supplier, etc. of the applicant in the precedent paragraph is also deemed as mutual consent on these Terms, and a supplier, etc. may use the services according to the Terms.
The Company may refuse registration or re-registration if the applicant falls under any of the following reasons and shall not be obligated to disclose the reasons.
If there is a false, misrepresented or mis-stated error in all or part of the registration information provided to the Company
When there is a deficiency or suspicion about the matters requested by the Company (name, telephone number, e-mail address, materials such as business cards, and other information requested by the Company) at the time of registration
Anti-social forces, etc. (meaning gangsters, gang members, anti-social forces, or other persons equivalent therein) or when the Company determines that it is engaged in any interaction or involvement with anti-social forces, such as cooperating with or involving in the maintenance, operation, or management of anti-social forces, etc. through funding or other means.
When the Company determines that the applicant is the someone who committed a breach of the contract with the Company in the past, or anyone who is the counterpart of such party.
When the Company determines that it has or is likely to perform the reasons listed in Article 14 (Prohibited Acts).
When one of the measures stipulated in Article 21 (Suspension or Cancellation of Use by the Company) has been are taken to the applicant.
In other cases where the Company deems the registration to be not appropriate
Section 5 (Change of registered matters)
Suppliers, etc. shall notify the Company of any changes to the registered matters without delay in the way specified by the Company.
If a supplier, etc. has not notified the Company of the preceding paragraph despite changes in the registered matters, the Company may treat the registered matters as unchanged.
The Company shall not be liable for any damages incurred by suppliers, buyers, or third parties due to the failure of suppliers, etc. to notify the company set forth in the preceding paragraph.
Even if there is a notification of change by a supplier, etc., transactions and various procedures conducted before the change registration may be executed on the information provided to the Company before the change.
Section 6 (Account)
After the applicant completes the registration, the Company will issue an ID and password (hereinafter referred to as the “Account”) to the supplier, etc.
Suppliers, etc. shall, at their own risk, appropriately manage and secure accounts related to the Service, and shall not let third parties use them or lend, transfer, change names, buy, or sell, etc.
The accounts granted by the Company to suppliers, etc. shall be available only to the employees and officers of suppliers, etc., who are in “need to know” status in relation to the Services.
The Company may change the account granted to suppliers, etc. only after prior notices.
Suppliers, etc. shall be responsible for any damage caused by insufficient management of the account, errors in use, use by third parties, etc.: The Company shall not be liable for any cases in relation to the management of the account.
The Company may regard all acts of using the Service performed after the issuance of an account as belonging to suppliers, etc.
The Company may suspend the account of Suppliers, etc. if the Company determines that the account of the Supplier, etc. may have been used illegally, according to the Company’s standards. In that case, Suppliers, etc. who desires to resume the use shall take measures to do it, and follow the procedures specified by the Company.
The Company shall not be liable for any damages or loss incurred to suppliers, etc. due to the inability to use the account due to taking such measures.
Chapter 2 Contents of this service
Section 7 (Provision of the services)
This service is a platform service for matching suppliers and buyers. For more detailed contents and functions of the Service, please refer to the page related to the Service on the Site.
On the Service, a Fabric Provision Agreement shall be concluded between the supplier and the buyer by completing the procedures prescribed by the Company, and the Company shall not be a party in any case in such Agreement.
The Company may add, change, delete, etc. the contents and functions of the Service from time to time, and such additions, changes, deletions, etc. shall be made in accordance with the provisions of Article 3 (Change of the conditions).
Section 8 (Fees, payment methods, etc.)
Suppliers, etc. shall pay the amount listed in the Service Fee Table. separately stipulated by the Company and the consumption tax (hereinafter referred to as the “Fees”) to the Company as fees for the Service.
Suppliers, etc. shall pay the fees for the current month as set forth in the preceding paragraph by the end of the following month by wire transfer, credit card payment, or other method specified by the Company to the financial institution account separately designated by the Company (the bank fees required for payment shall be borne by the supplier).
When the Company changes the Fees, it shall be in accordance with the provisions of Article 3 (Change).
Section 9 (Obligations of suppliers, etc.)
The Supplier shall explain the quality, contraindications, characteristics, etc. of the fabric at its own responsibility and expense in the fabric provision contract and its inducement.
Suppliers, etc. shall follow the instructions from the Company when using the Service.
Suppliers, etc. shall represent and warrant the text, images, illustrations, photographs, etc. which are provided with respect to the Service shall not breach or infringe any third parties’ intellectual property rights (the rights stipulated in Article 2, Paragraph 2 of the Intellectual Property Basic Act): copyrights, portrait right, publicity right, and any other rights. In the event of any dispute with a third party, the supplier, etc. shall resolve the issue at its own responsibility and expenses and indemnify the Company.
When exporting fabrics, suppliers, etc. shall, at their own responsibility and expense, comply with the Foreign Exchange and Foreign Trade Act and other export-related laws and local laws and regulations, and take prescribed procedures. The same shall apply to foreign export-related laws such as the U.S. Export-Related regulations and comply with requirements thereof.
Chapter 3 Other General Terms and Conditions
Section 10 (Telecommunications line)
Telecommunications lines connected to the Site from client devices used by suppliers, etc. shall be secured and maintained at the responsibility and expense of suppliers, etc.
Suppliers, etc. shall bear all communication costs which are necessary for using the Service.
Section 11 (Management of personal information by the Company)
The Company and suppliers, etc. shall identify the person responsible for the management of personal information and take necessary measures to prevent accidents such as leakage, loss, falsification, and damage of personal information with regard to personal information handled when using the Service.
Section 12 (Use of third-party contractor)
The Company may use third- party contractor for all or part of the Services without the consent of suppliers, etc. However, in that case, the Company shall take responsibility to supervise and manage such third party.
Section 13 (Prohibited acts)
Suppliers, etc. will not perform the following acts when using the Service.
The act of disclosing materials (sales materials, proposals, manuals, etc.) of the Service provided by the Company to a third party
Acts that infringe/breach or likely to infringe/breach copyright, portrait rights, publicity rights, and any of other intellectual property rights (the rights stipulated in Article 2, Paragraph 2 of the Intellectual Property Basic Act) of any third party.
Acts that infringe/breach or likely to infringe/breach the intellectual property rights or any other rights of the Company or any other third party.
Acts of copying, changing, adapting, etc. all or part of the software that constitutes the Services.
The act of allowing a third party to rent or use all or part of the Service, whether paid or free of charge, without the prior consent of the Company.
The act of registering or reporting false, incomplete, or inaccurate information to the Company
Acts that may illegally display, disclose, provide, or leak confidential information or personal information of the Company or any other third party to anyone else or publicly.
Acts that put an undue burden on the Service
Acts for the purpose of collecting information on other suppliers, etc. of the Services
Acts of disguising oneself into other suppliers, etc. or third parties
Acts of using the accounts of other suppliers, etc. of the Service
Acts of creating an account or using the Service by a person who conducts business that competes with the Company
Acts of enabling to use the Service for a person who conducts business that competes with the Company
Acts which are contrary to public order and morals
Acts that interfere with or are likely to interfere with the use of other suppliers, etc.
Acts such as unauthorized access to hardware or software that constitutes the Service, cracking acts, or other acts that interfere with facilities, etc.
Acts that interfere with or are likely to interfere with the service
Analysis, reverse engineering, or other acts of obtaining source code of the software that constitutes the Service
Acts of viewing, changing, or falsifying data of other suppliers, etc., or acts that are likely to do so
The act of concluding a service service offer agreement directly without the Company with a buyer who has concluded or attempted to conclude a service agreement using the Service, or any other act of receiving economic benefits from the buyer without going through the Company
Acts of diagnosing security vulnerabilities in the Service without the consent of the Company
When a supplier, etc. registers with more than one supplier, buyer, or designated user, the act of viewing or attempting to view information posted by a supplier, etc. with a specified viewing range
Other acts that the Company deems inappropriate
Section 14 (Intellectual property rights, etc.)
All intellectual property rights, etc. related to the Site, our programs, and other tangible and intangible components (including software programs, databases, icons, images, text, manuals, and other related documents) that make up the Service belong to the Company or a third party having licensed the Use to the Company. Permission to use the Service under these Terms does not mean a license to use the rights of the Company or any third party with such rights to the Service.
When a supplier, etc. publishes information posted on the Service, the Supplier, etc. shall grant permission to reproduce, publicly transmit, translate, adapt, etc. under the Copyright Act (including use under the rights stipulated in Articles 27 and 28 of the Copyright Act) to the Company or a third party who has received a reuse license from the Company (hereinafter referred to as the “Company, etc.”). Suppliers, etc. shall not exercise the moral rights of the author in the use of information posted by suppliers, etc. by the Company, etc.
The Company may modify, remove, or make other modification the information posted by suppliers, etc. to the extent necessary for the smooth provision of the Services, and construction, improvement, maintenance, etc. of the Company’s system served for the Services.
Section 15 (Claim by third party)
In the event of any claim, dispute, or other legal actions (hereinafter collectively referred to as “claim”) related to intellectual property rights from a third party to a supplier, etc. regarding the use of the Service, the Supplier, etc. shall immediately notify the Company in writing or in the method designated by the Company.
The Company shall not be liable for any claim between suppliers, etc. and third parties regarding the use of the Service, except for the claim based on reasons to which the Company should be attributable and liable. However, notwithstanding foregoing, if the Supplier, etc. fails to promptly notify the Company of claim and the Company misses the opportunity to make an appropriate defense, the Company shall not be liable for any part of such claim.
Section 16 (No warranty)
The Company does not warranty that the Service will conform to the specific purpose of use of suppliers, etc., or that certain results will be realized.
The Company does not warranty that suppliers, etc. can use the Service well in any operating system and web browser and has no obligation to perform operation verification and take measures for improvement to meet such a guarantee.
When providing the Service, the Company will make its utmost efforts to prevent bugs, etc. However, the Service will be provided “AS-IS”, and the Company does not warranty the existence of bugs or defects in the Service.
Section 17 (Indemnification and limitation of liability)
The Company shall be liable for the Service only to the limited extent that defined in each provision of these Terms. The Company shall not be liable for matters that are not explicitly guaranteed in each provision of these Terms, for the matters for which the Company is not liable, or matters that are the responsibility of suppliers, etc.
Any disputes a result of the Service between suppliers, etc. shall be resolved at the responsibility and expense of the supplier, etc., and the supplier, etc. The Company shall be totally indemnified from such disputes
The Company shall not be liable for any administrative dispositions, etc. received by suppliers, etc. in connection with the Service.
This service uses an external system (Amazon Web Services, etc.) as part of the system. If the use of external systems becomes unavailable, the Use of the Service may become unavailable. In such case, the Company shall not be liable for any damage caused to suppliers, etc.
Even if damage happens to suppliers, etc. with regard to the Service due to the Company’s act/inact, the Company shall be liable for losses or damages due to the willful misconduct or gross negligence of the Company.
If any provision in these Terms that exempts or limits our liability is deemed invalid or invalid due to the lack of consent, by civil code or other laws and regulations, the Company shall be liable to the Supplier, etc. only when usual, direct, and actual damages incurred by the supplier or the buyer.
Section 18 (Suspension of Services)
The Company may temporarily suspend the Services for system maintenance, on a regular basis or as necessary.
When the Company performs system maintenance, the Company shall notify suppliers, etc. in advance. Provided, however, that in the event of an emergency, the Services shall be suspended without prior notice, and suppliers, etc. shall be notified promptly after the fact.
In addition to the provisions of Paragraph 1, the Company may temporarily suspend the Service even if it is determined that the continuation of the Service may cause serious problem to suppliers, etc. due to interference by any third party, or if there are other necessary reasons.
The Company shall not be liable for any loss or damage incurred by suppliers, etc. due to the suspension of the Services conducted under this Article.
Section 19 (Discontinuation of the Services)
The Company has the right to discontinue the Service in whole or in part at any time.
If part or all of the Services is discontinued, the Company will notify the suppliers, etc. of the Service at least three (3) months prior to such discontinuation.
Even if it is not possible to notify the Service more than three (3) months in the case of discontinuing the service due to unforeseen reasons, enactment or abolition of the regulations, natural disaster, etc., the Company will notify suppliers, etc. as soon as possible.
The Company shall not be liable for the consequences of the discontinuation of the Service when a notice is made in accordance with the procedures set out in this Article.
Section 20 (Suspension and cancellation of use by the Company)
If the Company determines that the Supplier, etc. falls under any items of the following, the Company may suspend the provision of the Service or cancel all or part of the Service Agreement without a notice to the Supplier, etc.
When an act that interferes with the Company’s business is carried out by Supplier, etc.
When become subject to a disposition of public power, such as a foreclosure, provisional foreclosure, provisional disposition, disposition of tax delinquency, or a claim to start bankruptcy proceedings, start civil rehabilitation proceedings, start of company rehabilitation proceedings, or start special liquidation
Dissolution or transfer of all business or resolution for these items are made
When a bill or check drawn or accepted by oneself is suspended/unpayable due to non-delivery
When suspended from business by a supervisory authority or disposed of a business license or cancellation of business registration
When there is one of the items listed in each of Section4, paragraph 4
When there is one of the items listed in each of Section 14.
When the Company finds it difficult to continue the use agreement
The Company may cancel all or part of the Service Agreement if a supplier, etc. breaches/violates the Agreement, or causes significant difficulty of the Provision of the Service to be due to the act or inact of the Supplier, etc. (hereinafter referred to as a “violation”), and the Company does not correct such violation within fourteen (14) days despite a written notice.
Section 21 (Processing after the termination of the contract)
Suppliers, etc. may terminate the use of the Service immediately if the Service Agreement is terminated for any reason and may not use the Services thereafter.
If the Agreement is terminated for any reason, the Company may erase all data stored in the Service within thirty (30) days from the contract end date.
The Company shall not be obligated to compensate suppliers, etc. for damage caused by erasing data in accordance with this Article.
Section 22 (Term)
The validity period of the service use agreement is one (1) year from the date of conclusion of the Agreement.
If the Company and suppliers wish to terminate the Agreement without renewing it, the Company and the Supplier shall notify the Company of the termination by a method separately specified by the Company at least one (1) month before the termination date. If there is no objection from the Company or suppliers, etc., the term shall be automatically extended for one (1) year under the same conditions and shall be renewed thereafter.
Notwithstanding the provisions of the preceding paragraph, suppliers, etc. may cancel the use agreement at any time by notifying the Company by the method prescribed by the Company. In this case, the use contract shall be canceled on the end of the month of the month to which the Company receives the notification issued by the supplier, etc. However, the Company will not refund any fees already paid by suppliers, etc.
If a supplier, etc. does not log in to the Site for a period of one (1) year or more in a row, the Company may cancel the service agreement with the supplier, etc. at any time and going forward. The Company shall not be liable for any damage caused to suppliers, etc. due to this cancellation.
Section 23 (Elimination of anti-social forces)
Suppliers, etc. and the Company represent and warrant that they do not fall under any of the anti-social forces, such as gangsters, gang members, associate members of organized crime groups, organized crime group related companies, company racketeer (sokaiya ), a group conduct anti-social activity under the name of social movements(shakai undo hyobo goro), special intelligent and violent groups(tokushu chino boryoku shudan), etc., and the parties above firmly represent and warrant that they do not fall under any of above even in the future.
Suppliers, etc. and the Company will not use themselves or third parties to engage in violent demands, unreasonable demands beyond legal liability, acts that use threatening behavior or violence in the event of transactions, acts that damage the company’s credibility and reputations, misrepresentation or power, acts that interfere with the company’s business, acts that promote or contribute to the activities of anti-social forces, and other acts equivalent thereto.
In the event that a supplier, etc. violates the previous paragraph, the Company may immediately cancel the Agreement without any notice. In this case, the Company shall not be obligated to compensate any damages, or loss incurred to the supplier.
Section 24 (Notifications)
Notices regarding the Service and other notifications from the Company to suppliers, etc. stipulated in these Terms shall be made by e-mail or other methods specified by the Company. Notices shall take effect when sent by the Company.
Section 25 (Assignment and Transfer, etc.)
Suppliers, etc. shall not assign the contractual status, responsibilities and obligations of the Agreement, transfer all or part of the rights and obligations under the Agreement to a third party or provide it as collateral without prior consent by the Company.
In the event that the Company transfers the business pertaining to the Services to another company, the Company may transfer the status of the service contract, rights and obligations based on these Terms, registrations of suppliers, etc. and other customer information, etc. to the assignees of the business transfer, and the supplier, etc. agrees in advance to such transfer. The business transfer stipulated in this paragraph shall include any company split or any other case in which the business is transferred.
Section 26 (Severability)
Even if any provision or part of these Terms is determined to be invalid or unenforceable by law, the rest of the provisions of these Terms shall be deemed in full force and effect.
Section 27 (Force Majeure)
Notwithstanding any other provision of the Agreement, the company shall not be liable or responsible to the Suppliers, etc. or not be deemed to have defaulted under or breached this Agreement for failure or delay in performing any obligation under this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the Company, including but not limited to typhoons, tsunamis, earthquakes, wind and flood damage, lightning strikes, salt damage, etc.), fires, infectious diseases, infectious diseases, epidemics, establishment, change or abolishment of applicable laws and regulations, orders and dispositions by public power, an accident such as a transportation or communication line, or other event of force majeure
Section 28 (Mutual consultation)
In the event of any objection or doubt between the parties about the interpretation of these Terms, or any matter not stipulated in these Terms, the Company shall consult in good faith and resolve such matters.
Section 29 (Governing Law and Jurisdiction)
With regard to matters related to the Agreement, the laws of Japan shall be the governing law, regardless of the theory of the conflict of the law, and the Kobe District Court shall be the exclusive jurisdiction of the first instance.
Article 30 (Language)
The governing language of this Terms of service shall be Japanese. If a translation hereof is made, only the Japanese original shall have the effect of a Terms of service and such translation shall have no effect.