The Buyer shall read the full text of these TOU before signing up for the Services.
Chapter 1: General
Article 1 (Definitions)
For the purpose of these TOU, the following terms shall have the meanings set forth below.
“Website” means the website managed and operated by the Company, which includes “ kiziarai.com” in its domain name.
“KIZIARAI Website” means the Website, through which the Company provides the Services.
“Rules” means these TOU as well as other terms, rules and conditions separately established and made public by the Company by posting on the Website or otherwise.
“Account” means the ID and password to be granted by the Company to an Applicant who has signed up on the KIZIARAI Website. Each Supplier may change his/her password as desired with approval of the Company.
“Fabrics” means the woven cloths, knit fabrics, non-woven fabrics, threads and other materials provided by each Supplier for the use within the Services, whatever they are called, such as cloths, fabrics or textiles.
“Texture Data” means the data of the Fabrics generated by or on behalf of the Company or each Supplier in the form of a JPEG, TIF, video or PDF file or any other file format and posted on the KIZIARAI Website by the Company to show the samples of the Fabrics.
“Supplier” means a person or an entity who has signed up for the Services to sell the Fabrics to the Buyers within the Services and has been accepted by the Company under the provisions of Article 4 hereof.
“Buyer” means a person or an entity who has signed up for the Services to buy the Fabrics from one or more Suppliers within the Services and has been accepted by the Company under the provisions of Article 4 hereof.
“Applicant” means a person or an entity who has signed up or is going to sign up for the Services as a Buyer.
“Registration Information” means the information for a Buyer provided by the Buyer to the Company when signing up for the Services.
“Use Agreement” means the agreement for use of the Services to be entered into by and between the Company and each Buyer, including these TOU.
“Fabrics Distribution Agreement” means the agreement under which each Supplier agrees to sell the Fabrics to the Buyer through the Services and the Buyer agrees to buy such Fabrics..
“IP Rights” means the copyrights, patent rights, utility model rights, design rights, trademark rights and any other intellectual property rights, including the rights to acquire or apply for the registration of any of the foregoing.
“APPI” means the Act on Protection of Personal Information (Act No. 57 of 2003).
“Personal Information” means the personal information as defined in Article 2, paragraph 1 of the APPI.
“Supplier-Provided Information” means the information uploaded to the Services by each Supplier, such as the quality, contraindications, characteristics and other properties of the Fabrics, that is helpful for the Buyers entering into the Fabrics Distribution Agreement.
“Antisocial Force” means an organized crime group, a member of an organized crime group, a semi-regular member of an organized crime group, an enterprise having a relationship with an organized crime group, a corporate racketeer, a person or group engaging in criminal activities under the pretext of conducting social campaigns, a crime group specializing in intellectual crimes or any other person or group equivalent to any of those set forth above.
Article 2 (Application)
These TOU are designed to provide for the rights and obligations between the Company and each Buyer in relation to the conditions for providing the Services and the use of the Services and shall apply to any and all relationships between the Company and the Buyer regarding the use of the Services.
The Rules shall apply to the Services. If there is any discrepancy between these TOU and the Rules, these TOU shall prevail, unless otherwise specified herein.
Article 3 (Amendments)
The Company may amend these TOU, the contents of the Services or any other elements of the Rules (hereinafter collectively referred to as the “Elements”) to reflect changes in social conditions, economic situation, tax system and other circumstances, laws and regulations or facts around the Services, or for any other reasons.
In the case of amending any of the Elements under the preceding paragraph, the Company shall notify the Buyers of the amended Elements by posting on the Website or in any other manner prescribed by the Company. The amended Elements shall take effect as of the date specified in the notification.
If the Buyer continues to use the Services after the amendment and the notification of these TOU, the Buyer shall be deemed to have consented to such amendment.
Article 4 (Registration and the Use Agreement)
An Applicant may sign up for the Services by agreeing to comply with these TOU and providing the Registration Information in the manner prescribed by the Company. If the Applicant requests the Company to input the Registration Information on his/her behalf, the Applicant shall confirm the registered entries on his/her responsibility and shall not pursue the liability of the Company for any omission or other errors in the registered entries.
The Company judges whether or not to accept the Applicant who has signed up under the preceding paragraph in accordance with the criteria prescribed by the Company. If and when the Company accepts the Applicant, the Company notifies the Applicant to that effect in the manner prescribed by the Company. Registration of the Applicant as the Buyer shall be considered completed upon issuance of this notification.
Upon completion of the registration as set forth in the preceding paragraph, the Use Agreement is established between the Buyer and the Company, and the Buyer may start using the Services in compliance with these TOU. The Buyer shall be deemed to have agreed to individual provisions of these TOU at the time of the establishment of the Use Agreement with the Company.
The Company may refuse registration or re-registration of an Applicant without disclosing the reasons for the refusal, if any of the following applies to the Applicant.
All or part of the Registration Information provided to the Company has been deemed untrue, erroneous or incomplete;
Any of the matters to be included in the Registration Information when signing up, such as the name, telephone number, email address, business card or other materials and any other information required by the Company, has been deemed defective or doubtful;
The Company finds the Applicant to fall under an Antisocial Force or to have some kind of interaction or involvement with an Antisocial Force by cooperating with or being involved in the maintenance, operation or management of an Antisocial Force through the provision of funds or other means.
The Company finds the Applicant to have violated a contract with the Company in the past or have a relationship with such violator;
The Company finds the Applicant to have done or to be likely to do any of the acts prohibited under Article 16 (Prohibited Acts);
Any of the actions specified in Article 22 (Suspension of use or termination by the Company) has ever been taken against the Applicant; or
The Company considers it inappropriate to accept the registration for any other reasons.
Article 5 (Change in the Registration Information)
In case of any change in the Registration Information, the Buyer shall promptly notify the Company of such change in the manner prescribed by the Company.
If the Buyer becomes aware, but fails to notify the Company, of any change in the Registration Information pursuant to the preceding paragraph, the Company may consider that there is no change in the Registration Information.
The Company shall not be liable for any damage incurred by the Buyer due to his/her failure to notify the Company of any change in the Registration Information.
Even if the Buyer has notified the Company of any change in the Registration Information, the Company may rely on the Registration Information before such change with respect to any transaction or procedure made or taken before the notification.
Article 6 (Account)
The Company issues an Account to the Applicant after completion of his/her registration as the Buyer.
The Buyer shall appropriately manage and maintain his/her Account for the Services on his/her responsibility, and shall not lend, assign, transfer, sell or purchase to or from a third party or otherwise deal with his/her Account.
The Account granted by the Company to the Buyer may be used exclusively by himself/herself. The Company may permit the Buyer meeting the criteria prescribed by the Company to allow any of the personnel of the Buyer engaging in the business of the Buyer to use the Account of the Buyer.
The Company may change the Account granted to the Buyer, subject to a prior notice to the Buyer.
Liability for any damage caused by inadequate management or inappropriate use of the Account or use of the Account by a third party shall rest solely with the Buyer, not with the Company in any circumstances.
The Company may consider any act of using the Services after issuance of an Account to be the act of the Buyer who is the holder of the Account.
The Company may, in accordance with the criteria prescribed by the Company, suspend the Account of the Buyer, if the Company finds that such Account has been improperly used. In this case, the Buyer is not able to use the Services unless and until the Buyer follows the procedures prescribed by the Company for cancellation of the suspension. The Company shall not be liable for any damage incurred by the Buyer due to the action taken by the Company under this paragraph.
Chapter 2: Contents of the Services
Article 7 (Provision of the Services)
Contents and functions of the Services are posted in details on one or more specific pages of the KIZIARAI Website or the Website for the Services.
The Company may add, modify, delete or otherwise alter the contents and functions of the Services from time to time in accordance with the provisions of Article 3 (Amendments).
Article 8 (Fabrics Distribution Agreement)
A Fabrics Distribution Agreement is become effective between a Supplier and the Buyer upon the completion of the procedures established by the Company within the Services. The Company will not become a party to any Fabrics Distribution Agreement under any circumstances.
Article 9 (Fee)
If the Buyer subscribes to a plan separately established by the Company, the Buyer shall pay the fee for the use of the plan, together with the consumption tax thereon (hereinafter collectively referred to as the “Fee”) to the Company.
The Buyer shall pay the Fee in the manner prescribed by the Company. Charges incurred for the payment shall be borne by the Buyer.
If the Buyer fails to pay the Fee after the prescribed payment date, the Company may immediately terminate the Use Agreement with the Buyer.
The Company will not return any Fee already received from the Buyer unless otherwise specified by the Company.
The Company may change the amount of the Fee in accordance with the provisions of Article 3 (Amendments).
Article 10 (IP Rights)
All the IP Rights, portrait rights, publicity rights and any other rights to the Website and other tangible or intangible components of the Services, including but not limited to software programs, databases, icons, images, texts and manuals, belong to the Company or its licensors, while the Buyer does not and will not acquire any right thereto.
The copyrights to the Texture Data belong to the Company. The Buyer does not and will not acquire any right thereto.
The Company may modify, delete or otherwise alter the Texture Data within the scope necessary for smooth provision of the Services, construction, improvement or maintenance of the systems of the Company, or for similar purposes.
Article 11 (Obligations of the Buyer)
The Buyer shall handle the Personal Information provided by the Company only within the scope of the purposes of his/her use of the Services and in compliance with the provisions of the APPI and these TOU.
If the Buyer causes any damage to the Company due to his/her noncompliance with these TOU or in relation to his/her use of the Services, the Buyer shall compensate for the damage incurred by the Company (including but not limited to the lost profits and attorney fees; hereinafter the same in this Article).
The Buyer hereby warrants to the Company that the Buyer immediately notifies the Company of any dispute occurring between the Buyer and Supplier, any other Buyer or third parties in relation to the Services, and resolves the dispute at his/her sole responsibility and expense, without causing any harm to the Company.
The Buyer shall use the Services in compliance with the instructions of the Company.
Chapter 3: Other General Provisions
Article 12 (Confidentiality)
For the purpose of these TOU, “Confidential Information” means any and all information disclosed to or obtained by the Company or the Buyer from the other party that relate to technological, operational, business, financial, organizational or other matters of the other party, including knowhow and technological or operational information for the Company relating to the Services; provided that the Confidential Information shall not include the information listed below.
Information that was already in the public domain at the time it was provided or disclosed by the other party;
Information that entered the public domain through publication or otherwise after it was provided or disclosed by the other party with no fault of the receiving party;
Information that was lawfully obtained from a third party authorized to disclose it without requirements of confidentiality; or
Information that was independently developed without using any Confidential Information.
The Company and the Buyer shall strictly and appropriately manage the Confidential Information and shall not disclose, provide or leak the Confidential Information to a third party without prior written consent of the other party.
Notwithstanding the provisions of the preceding paragraph, the Company and the Buyer may disclose the Confidential Information when required by law or upon an order, demand or request of a court or government agency; provided that the Company or the Buyer shall promptly notify the other party of such order, demand or request.
Notwithstanding the provisions of paragraph 2 above, the Company may disclose the Confidential Information for the Buyer to affiliates of, and third parties engaged by, the Company within the scope necessary for providing the Services.
Upon the instruction of the other party or the termination of the Use Agreement, the Company and the Buyer shall promptly return to the other party the Confidential Information received from the other party after restoring the original state thereof or dispose of the Confidential Information in accordance with the instruction of the other party, and shall not use the Confidential Information thereafter.
Article 13 (Connectivity)
The Buyer shall be responsible for the means to access the Website and all costs associated therewith.
The Buyer shall bear all costs incurred for his/her use of the Services.
Article 14 (Management of the Personal Information)
If the Company engages a third party under Article 15, the Company may provide the Registration Information, including the Personal Information, received from the Buyer to the engaged third party within the scope necessary for the engagement.
The Company and the Buyer shall, respectively, appoint one or more persons responsible for management of the Personal Information to be handled in connection with the use of the Services and take necessary measures for prevention of incidents, such as leakage, loss, alteration or damage of the Confidential Information.
Article 15 (Engagement)
The Company may engage a third party to perform all or part of its business relating to the provision of the Services without approval of the Buyer.
Article 16 (Prohibited acts)
The Buyer shall not do any of the following acts in relation to his/her use of the Services.
Any act that violates or is likely to violate any law or regulation, ordinance, rule, or these TOU, the Use Agreement or any other terms or a contract or the like relating to the Services;
Disclosing any of the materials for the Services provided by the Company, such as sales materials, proposals and manuals, to a third party;
Any act that infringes or is likely to infringe on any of the IP Rights, publicity rights and other rights of the Company or a third party;
An abuse, attack, intimidation or any other inappropriate act against the Company, any Supplier or any other Buyer;
Reproduction, alteration, adaptation or any similar act on all or part of software composing the Website, or any act that is likely to constitute any of the foregoing;
Allowing all or part of the Services to be lent to or used by a third party, with or without consideration, without prior approval of the Company;
Registering when signing up for the Services or notifying the Company of any false, incomplete or inaccurate information;
Releasing, disclosing, providing or leaking the Confidential Information of the Company or the Personal Information without the Company’s authorization to a third party;
Any act that excessively overloads the Website;
Any act with an intention to collect information for any Supplier or any other Buyer within the Services;
Impersonating a Supplier, another Buyer or any other third party;
Using the Account of any Supplier or other Buyer for the Services without approval of the Company;
Allowing a competitor of the Company or any other third party to use the Services;
Any act that is or is likely to be against public orders and morals;
Any act that prevents or is likely to prevent any Supplier or other Buyer from using the Services;
Unauthorized access to hardware or software composing the Services, cracking, or any other act that affects or is likely to affect the facilities and the like for the Services;
Any act that prevents or is likely to prevent the Company from providing the Services;
Analyzing the software composing the Services, reverse engineering, obtaining any source code, or any act that is likely to constitute any of the foregoing;
Viewing, modifying or altering any data of any Supplier or other Buyer, or any act that is likely to constitute any of the foregoing;
Diagnosing security vulnerabilities of the Services without consent of the Company; or
Any other act deemed inappropriate by the Company.
Article 17 (Infringement on rights of third parties)
In the case of a claim, dispute or any other demand raised by a third party against the Buyer in relation to the use of the Services (hereinafter collectively referred to as the “Claim”), the Buyer shall immediately notify the Company of the Claim in writing or in the manner prescribed by the Company.
Unless the Company determines that the Claim is attributable to itself, the Company shall not be liable for the Claim arising between the Company or the Buyer and a third party in relation to the use of the Services. Even if the Company determines that the Claim is attributable to itself, the Company shall not be liable for the Claim in the case where the Company have missed an opportunity to properly defend itself due to a failure of the Buyer to immediately notify the Company of the Claim in violation of the preceding paragraph.
Article 18 (Limitation of warranty)
The Company does not warrant either the suitability of the Service for specific purposes of the Buyer or the achievement of specific results.
In the course of generating the Texture Data from the Fabrics, floaters and similar items may be captured and uneven dyeing of the Fabrics may cause unevenness in patters of the Fabrics on the Texture Data. The Company therefore does not warrant the reproducibility and completeness of the Texture Data generated from the Fabrics.
The Company does not warrant the quality, accuracy, authenticity, legality, recency, usefulness or other characteristics of the contents transmitted or posted by any Supplier or the Buyer in relation to the Services.
The Company does not warrant that the Buyer is able to satisfactorily use the Services in any and all operation systems and web browsers, and the Company shall not be liable to conduct operational verification and modification required for the warranty thereof.
The Company provides the Services with the reasonable efforts for ensuring that the Services are free of bugs or similar failures, but the Services are provided on an as-is basis, and consequently, the Company does not warrant that the Services are free of bugs or similar failures.
Article 19 (Exemption and limitation of damages)
The Company shall be responsible for the Services only to the extent as set forth in each provision of these TOU.
The Company shall not be responsible for any administrative disposition or similar penalty imposed on the Buyer in relation to the Services.
Systems used for the Services include certain systems and software outsourced from one or more third parties (hereinafter collectively referred to as the “Outsourced Systems”). The Company shall not be liable for any damage incurred by the Buyer due to unavailability of the Services resulting from unavailability of any of the Outsourced Systems.
The Company shall not be liable for any damage incurred by the Buyer in relation to the Services, unless such damage is attributable to willful or gross negligence of the Company.
If any provision of these TOU that exempts the Company from liability or limits its liability is held to be invalid or unagreed under the Civil Code or any other applicable law or regulation, the Company shall be liable for compensation only with respect to ordinary damages directly and actually incurred by the Buyer, which means the damages shall not include any special damages, lost profits, indirect damages and attorney fees.
Article 20 (Temporary suspension and interruption of the Services)
The Company may temporarily suspend or interrupt all or part of the Services in any of the following circumstances.
Regular or emergency inspection or maintenance work is performed on computer systems used for the Services;
Computers or internet connections have stopped due to any accident;
Operations of the Services becomes difficult due to a fire, power outage, epidemic, natural disaster or any other event of force majeure; or
The Company deems it necessary to suspend or interrupt the Services for any other reasons.
In the case of the temporary suspension or interruption of the Services, the Company makes reasonable efforts to give prior notice to the Buyer. In emergency, however, the Company may suspend or interrupt the Services without prior notice, and in this case, the Company gives notice to the Buyer promptly thereafter.
In addition to the circumstances listed in paragraph 1 above, the Company may temporarily suspend or interrupt the Services, if and when the Company considers that continued provision of the Services is likely to cause significant disruption to the Buyer due to interference by a third party or otherwise, or for any other unavoidable reasons.
The Company shall not be liable for any loss or damage incurred by the Buyer due to the temporary suspension or interruption of the Services occurred under this Article.
Article 21 (Abolishment of the Services)
The Company is entitled to abolish all or part of the Services at any time.
In the case of the abolishment of all or part of the Services, the Company gives at least 3 months’ notice to the Buyer in the manner prescribed by the Company.
If all or part of the Services is abolished under circumstances that are unforeseeable by the Company or for any unavoidable reasons, such as establishment, revision or repeal of any law, regulation or rule, or a natural disaster, which makes it impossible for the Company to give such prior notice under the preceding paragraph, the Company gives notice to the Buyer as soon as possible.
Once a notice is given under the procedures set forth in this Article, the Company shall not be responsible for the consequences of the abolishment of the Services.
Article 22 (Suspension of use and termination by the Company)
The Company may suspend its provision of the Services or terminate all or part of the Use Agreement without giving notice to the Buyer, if the Company deems that any of the following circumstances applies to the Buyer.
The Buyer has hindered, or is likely to hinder the business of the Company;
The Buyer has received a seizure, provisional seizure, provisional disposition, disposition of tax delinquency or any other disposition by public authority on its material property, or a petition for commencement of bankruptcy procedures, commencement of civil rehabilitation procedures, commencement of corporate reorganization procedures or commencement of special liquidation is filed by or against the Buyer;
The Buyer has dissolved, transferred all of his/her business, or has adopted a resolution for such dissolution or transfer;
The Buyer is in a state of suspension of payments, including but not limited to the case of dishonor of a negotiable instrument or check drawn or accepted by himself/herself;
The Buyer has received punishment from the competent authority such as suspension of business or cancellation of license or registration of business;
Any of the circumstances listed in subparagraphs of paragraph 4 of Article 4 (Registration and the Use Agreement) has occurred;
Any of the acts listed in paragraphs of Article 16 (Prohibited Acts) has been done;
The Buyer has not responded to the correspondence from the Company or any Supplier for a month;
The Company deems it hardly possible to continue the Use Agreement for any other reasons.
The Company may terminate all or part of the Use Agreement, if the Buyer is in breach of the Use Agreement or any similar agreement, or if it has become hardly possible for the Company to continue its provision of the Services due to any reason attributable to the Buyer (hereinafter collectively referred to as the “Breach”), and if the Buyer fails to cure such Breach within 14 days after its receipt of a written notice of the Breach from the Company.
If the Use Agreement is terminated under paragraph 1 above or the preceding paragraph, any and all obligations owed by the Buyer to the Company shall immediately become due and payable at the time of the termination, and the Buyer shall immediately repay all such obligations to the Company.
Article 23 (Treatment after termination)
Upon the termination of the Use Agreement, the Buyer shall immediately cease to use the Services and shall not use the Services thereafter.
Upon the termination of the Use Agreement, the Company may erase the Data and all other data stored within the Services within 30 days from the date of the termination.
The Company shall not be liable for any damage incurred by the Buyer due to the erasure of data under this Article.
Article 24 (Term)
The Use Agreement for the Services shall be effective for a year from the date of execution thereof.
If the Company or the Buyer wishes to terminate the Use Agreement for the Services without renewal, it shall give notice to the other party no later than a month prior to the expiration date of the term of the Use Agreement in the manner prescribed by the Company. Unless either the Company or the Buyer gives notice of termination, the Use Agreement shall automatically be renewed for another one year upon the same terms and conditions, and the same shall apply thereafter.
If the Buyer has not logged into the Website for more than 6 months consecutively, the Company may prospectively terminate the Use Agreement with the Buyer at any time. The Company shall not be liable for any damage incurred by the Buyer due to the termination hereunder.
Article 25 (Elimination of Antisocial Forces)
Each of the Buyer and the Company hereby represents to the other party that it does not fall under, and commits not to fall under an Antisocial Force at any time in the future.
Each of the Buyer and the Company hereby commits not to engage in, by itself or through any third party, making violent demands, making unreasonable demands beyond legal responsibility, using intimidation or violence in relation to transactions, impairing the credibility of the other party or interfering with the business of the other party by spreading rumors or using fraudulent means or force, encouraging the activities or contributing to the management of any Antisocial Force, providing profits to any Antisocial Force, or any acts equivalent to any of those set forth above.
The Company may immediately terminate the Use Agreement without notice, if the Buyer fails to comply with either of the preceding two paragraphs. In this case, the Company shall not be liable for compensation, indemnification or any other payment.
Article 26 (Notice)
The Company gives notice to the Buyer in relation to the Services or otherwise in accordance with these TOU by email or in other manners prescribed by the Company. Each notice shall take effect when it is transmitted by the Company.
Article 27 (Assignment of contractual status under the Use Agreement)
Without prior written approval of the Company, the Buyer may neither allow a third party to succeed to the contractual status of the Buyer under the Use Agreement nor assign to a third party, allow a third party to succeed to, or offer as security all or part of the rights and obligations of the Buyer under the Use Agreement.
If the Company transfers its business for the Services to another company, the Company may, in connection with the business transfer, assign its contractual status under the Use Agreement as well as its rights and obligations under these TOU and transfer the Registration Information for the Buyer, other customer information and similar information to the transferee, and the Buyer shall hereby agree to the assignment and transfer in advance. The business transfer set forth above shall include a company split and any other transaction resulting in a transfer of business.
Article 28 (Separability)
If the whole or part of any provision of these TOU is held to be invalid or unenforceable by any law or regulation or the like, the remaining provisions or the remaining part of such provision shall continue to be effective in full force.
If the whole or part of any provision of these TOU is held to be invalid or unenforceable with respect to any particular Buyer, the effectiveness and the like thereof with respect to other Buyers shall not be affected.
Article 29 (Force Majeure)
If the Company is prevented from providing the Services due to a natural disaster (including but not limited to a typhoon, tidal wave, earthquake, wind and flood damage, lightning strike and salt damage), fire, infectious disease, contagious disease, epidemic, establishment, revise or repeal of a law or regulation, order or disposition by a public authority, government action, accident in transportation or communication lines or the like, or any other event of force majeure, the Company shall not be liable for any damage incurred by the Buyer due to such force majeure, notwithstanding any provision of the Use Agreement and the like.
Article 30 (Discussion)
Any objection or question arising between the parties hereto in relation to the interpretation of these TOU or any matter not specified in these TOU shall be discussed in good faith and resolved in an amicable manner.
Article 31 (Governing law and jurisdiction)
All matters regarding the Use Agreement shall be governed by the laws of Japan and the Osaka District Court shall be the court of first instance with exclusive jurisdiction agreed to between the parties hereto.
Article 32 (Language)
The English version of these TOU shall be the original. Even if any translation is prepared for these TOU, such translation shall have no effect and only the original English version of these TOU shall be effective.