Vendor Terms of Use

Article 1 (General Provisions)

1. These Vendor Terms of Use (the “Terms”) govern the use of the service “PartnerProp” (the “Service”) provided by PartnerProp Inc. (the “Company”) and apply to the relationship between the Company and users of the Service.

2. In addition to the Terms, separate terms or rules (the “Individual Terms”) may be presented. In such cases, the Individual Terms shall constitute a part of these Terms and apply to the relationship between the Company and the user.

3. Where Individual Terms are presented, such Individual Terms shall prevail over these Terms in the event of any inconsistency.

Article 2 (Definitions)

1. The definitions of the terms used in these Terms are as follows:

   1. “Company Website” means the websites through which the Company develops and provides the Service (https://vendor.app-prop.com/ and https://partner.app-prop.com/).

   2. “Customer” means any corporation, organization, association, or individual that has applied for the use of the Service in accordance with the procedures prescribed by the Company after agreeing to these Terms, and has been approved by the Company.

   3. “Customer Information” means the name, address, contact person, contact details, and other information specified by the Company to identify the Customer.

   4. “User” means an individual designated by the Customer, whether for a fee or free of charge, to use or trial the Service under the management and responsibility of the Customer.

   5. “Vendor” means a User who uses the Service in a position where they entrust all or part of the introduction, brokerage, or sales of their products or services to Partners.

   6. “Partner” means a User who uses the Service in a position where they undertake all or part of the introduction, brokerage, or sales of a Vendor’s products or services.

   7. “Content” means any information accessible through the Service or the Company Website, including but not limited to text, images, videos, and other data.

   8. “Vendor Content” means any Content entered, recorded, uploaded, or transmitted by a Vendor through the Service.

   9. “Partner Content” means any Content entered, recorded, uploaded, or transmitted by a Partner through the Service.

Article 3 (Application)

1. A Customer shall apply for the use of the Service in accordance with the procedures prescribed by the Company after agreeing to these Terms. A contract for use of the Service incorporating these Terms (the “Agreement”) shall be formed when the Company accepts such application.

2. When applying for the Service, the Customer shall submit Customer Information to the Company in the manner specified by the Company. The Company may request the Customer to present documents proving the accuracy of such information.

3. The Company shall review applications for the Service and may refuse to accept an application or terminate the Agreement if the Customer falls under any of the following:

   1. The application contains false information

   2. The applicant has previously breached contractual obligations under services provided by the Company, or the Company reasonably determines that such breach is likely to occur

   3. The application is made by a competitor of the Company

   4. The Company reasonably determines that it is difficult to continue providing the Service

   5. The Company reasonably determines that the application would significantly hinder the proper execution of its business

4. Any application or other procedures conducted using an administrator account, or any matters confirmed through communications sent to the email address registered as administrator information, shall be deemed to have been conducted by the Customer.

5. Where the Customer applies for optional services of the Service, such optional services shall be governed by the special terms separately stipulated by the Company.

Article 4 (Account Setup and Management)

1. Within the scope of the number of accounts authorized by the Company, the Customer may set up accounts for Vendors or Partners in relation to the Service. Only persons for whom an account has been set up may use or trial the Service. The Customer shall ensure that such Users comply with these Terms and shall manage them with the due care of a prudent administrator.

2. Neither the Customer nor any User may share a single account among multiple persons.

3. For the purpose of supporting the Customer’s use of the Service, the Company may issue a support account that allows the Company to log into the Customer’s environment. The Company shall not use such a support account for purposes other than providing support to the Customer.

Article 5 (Use by Partners)

1. Where a Vendor applies for integration with a Partner and such Partner approves the application, the Partner may use the Service within the scope of the authority granted to the Partner Account.

2. The following information entered into the Service by a Partner shall, in accordance with the access permission settings, be shared with and viewable by the Vendor:

   1. Name

   2. Telephone number

   3. Email address

   4. Company name, department name, and job title

   5. Access logs of materials and other usage information of the Service

   6. In addition to the foregoing, any information entered into the Service by Partner Users for which viewing permissions have been granted to the Vendor

3. The Company may, from time to time, distribute information and contact Partners for the purpose of providing sales-related information or other useful information regarding the Service.

4. By applying for the Service, the Customer hereby entrusts the Company, free of charge, with the operations necessary for Vendor–Partner integration. The Company shall perform such operations under an appropriate information management system.

Article 6 (Service Period)

1. The period of the Service shall be the period specified at the time of application for the Service, and the Customer may not cancel the Service during the period.

2. Unless the Customer notifies the Company of its intention not to renew or to change the contract conditions by the method designated by the Company at least one (1) month prior to the expiration date of the contract period, this Agreement shall be automatically renewed for an additional twelve (12) months, and the same shall apply thereafter.

3. Even if the Agreement is terminated during the contract period, the Company shall not refund any fees, and the Customer shall pay the full amount of the fees for the entire contract period regardless of the date of termination.

Article 7 (Fees)

1. When the Service is used on a paid basis, fees shall be determined based on the number of authorized users and other factors. The customer shall pay the applicable fees according to the service plan used. Details shall be set forth in a separate price list.

2. Any bank transfer fees, remittance fees, or other costs incurred in payment shall be borne by the customer. Communication fees and other related costs incurred by telecommunications carriers are not included in the Service fees and shall be borne by the customer.

3. The customer shall pay the applicable fees and all applicable taxes by the prescribed payment method by the due date. If tax rates change, the Company may recalculate and charge additional amounts.

4. If the customer delays payment, the Company may charge late payment interest at an annual rate of 14.6%, calculated on a 365-day basis (for periods including leap days as well).

5. If payment is not made by the due date, the Company may suspend the Service after prior notice. Fees shall still accrue during suspension, and no prorated refunds shall be made even if the suspension date falls in the middle of a calendar month.

6. The Company may change usage fees by notifying users at least one month prior to the effective date using the method specified by the Company.

7. If the Company changes the usage fees in accordance with the preceding paragraph, the user may cancel this service by the effective date of the change. If the user does not cancel, the usage fees based on the changed terms shall apply to the user.

8. Fees already paid shall not be refunded unless otherwise expressly provided.

Article 8 (Plan Changes and Termination)

1. If the customer wishes to upgrade a plan or increase the number of users, it shall notify the Company by the prescribed method at least five business days before the end of the previous month.

2. The customer may not downgrade plans or reduce the number of users during the Service period for any reason.

Article 9 (Changes to Customer Information)

1. The customer shall promptly notify the Company of any changes to Customer Information. A change of customer name requires the new customer to agree to all provisions of these Terms and complete prescribed procedures.

2. All notices, invoices, and communications shall be sent to the updated information.

3. The Company shall not be liable for any damages resulting from inability to contact the customer due to outdated information.

4. Customer Information shall be handled in accordance with the Privacy Policy notified separately.

Article 10 (Maintenance of Settings)

1. The Company does not guarantee that the Service will operate in environments other than the operating environments explicitly specified separately in guidelines or similar documents.

Article 11 (Handling of Data)

1. The Customer shall, at its own responsibility, record, store, and manage information when using the Service.

2. The Customer shall, at its own responsibility, back up information entered into the Service. The Company shall not be liable for any damages or disadvantages incurred by the Customer due to the absence of backup data or the Customer’s failure to properly perform backup procedures.

3. The Company may record data provided through the Service as backups; however, such backups do not supplement the backups to be performed by the Customer under the preceding paragraph, nor do they guarantee the restoration of data in the Service.

4. The Company may provide functions to Customers and Users by using API (Application Programming Interface) integrations with external services. In such cases, the Company may transmit data uploaded to the Service to external tools (including systems managed by the Customer itself; hereinafter referred to as “Integrated Services”) solely within the scope necessary for providing such functions.

5. Only when made publicly available by the Company, the Customer may, at its own discretion and responsibility, use the APIs disclosed by the Company to integrate the Service with services provided by third parties. The Customer understands and agrees that, based on the content agreed upon when permitting such integration, all or part of the data of the Service may be provided to the operator of the Integrated Service, or that all or part of the data of the Integrated Service may be obtained by the Service. The Company may, at its discretion, change the contents of the APIs or discontinue their provision.

6. When the Customer uses an Integrated Service pursuant to the preceding two paragraphs, any responsibility for matters arising from such Integrated Service shall be resolved between the Customer and the provider of the Integrated Service, and the Company shall not be liable for any damages incurred by the Customer in connection with such Integrated Service.

Article 12 (Handling of Account Information)

1. The Customer and all Users shall strictly manage the account information necessary for using the Service at their own responsibility.

2. The Company shall not be liable for any damages arising from account information being known to third parties other than the User.

Article 13 (Suspension or Modification of the Service)

1. The Company may, at its discretion, change the contents of the Service. If the Company terminates the provision of the Service, it shall notify the Vendor in advance.

2. The Company may suspend the provision of the Service if any of the following applies:

   1. When maintenance, inspection, or construction of systems necessary to provide the Service is required

   2. When it becomes difficult, or the Company determines it may become difficult, to provide the Service normally due to excessive load or failure

   3. When the Company becomes aware of a possibility that Customers or Users may suffer significant damage due to data tampering, hacking, or similar acts

   4. When provision of the Service becomes difficult due to suspension of telecommunications services by telecommunications carriers, suspension of power supply by electric power companies, or suspension of other public services

   5. When an emergency occurs or is likely to occur due to force majeure such as earthquakes, tsunamis, typhoons, lightning, other natural disasters, war, civil unrest, enactment or amendment of laws and regulations

   6. Any other cases where the Company determines that suspension or emergency suspension of the Service is necessary

3. The Company may discontinue all services provided under the service contract. In such case, the Company shall notify the Customer by a method provided by the Company at least one month prior to the scheduled discontinuation date.

4. The Company shall not be liable for any damages incurred by the Customer, Users, or third parties as a result of measures taken by the Company under this Article.

Article 14 (Restrictions and Prohibited Acts)

1. When using the Service, the Customer shall not engage in any of the following acts:

   1. Reproducing, modifying, distributing, publicly transmitting, or making transmittable the Service beyond the scope of personal use

   2. Modifying, translating, altering, adapting, or analyzing documents or programs related to the Service

   3. Creating or distributing derivative services without the Company’s permission

   4. Infringing intellectual property rights of the Company, its partners, other Customers, or third parties

   5. Damaging the property, credibility, or reputation of the Company, its partners, other Customers, or third parties, or infringing privacy rights, portrait rights, or other rights

   6. Acts that cause or may cause disadvantage or damage to the Company or third parties

   7. Phishing acts impersonating the Company, its partners, other Customers, or third-party websites

   8. Registering or providing information or data containing harmful programs

   9. Sending large volumes of information using communication functions included in the Service, sending emails or similar messages indiscriminately against recipients’ intentions, or distributing emails to recipients not pre-approved, or any other acts deemed inappropriate by the Company

   10. Acts that violate these Terms

   11. Infringing or facilitating infringement of copyrights, trademark rights, patent rights, or other intellectual property rights of the Company or third parties

   12. Developing or operating businesses that compete with the Service

   13. Acts useful or deemed useful to competitors of the Company

   14. Reproducing, modifying, editing, deleting, combining with other programs, reverse engineering, disassembling, decompiling, or constructing mirror sites of all or part of the Service

   15. Accessing the Service or obtaining information related to the Service through scraping, crawling (including crawler, robot, or spider programs), or similar means

   16. Attempting to disable or disabling security related to the Service

   17. Sending harmful programs such as viruses to the Service or placing them in a receivable state

   18. Acts prohibited by laws, regulations, or governmental rules or notices, acts assisting such acts, acts likely to do so, or acts contrary to public order and morals

   19. Any other acts designated as prohibited under these Terms

2. If the Customer’s use of the Service falls under any of the preceding items, the Company may suspend use of the Service or take other measures deemed necessary.

3. The Company shall not be liable for any direct, indirect, or other damages arising from measures taken under the preceding paragraph.

Article 15 (Warranty)

1. Except as provided in Article 13 (Suspension or Modification of the Service), the Company warrants to the Customer that the Service will not be suspended for more than 72 consecutive hours due to abnormalities in the service network established by the Company. If it is confirmed that the Company has breached this warranty and the Customer makes a request, the Company shall, at its option, reduce service fees for months following the month in which the breach occurred, extend the service period, or refund all or part of the service fees for the month in which the breach occurred. The amount of reduction, extension period, or refund shall be determined by the Company based on the number of days calculated per consecutive 24-hour suspension period, up to a maximum of one month.

2. The Company makes no warranty that the Service will meet the specific purposes of the Customer or Users, possess the specifications, functions, commercial value, accuracy, or usefulness expected by the Customer or Users, comply with laws or industry regulations applicable to the Customer or Users, or be free from defects.

3. If the Service is integrated with external services, the Vendor shall comply, at its own expense and responsibility, with all compliance requirements presented by external service providers for using such services. Even if disputes arise between the Vendor and such external service providers due to violations thereof, the Company shall bear no responsibility unless attributable to the Company.

Article 16 (Limitation of Liability)

1. If the Company causes damage to the Customer due to willful misconduct or negligence in providing the Service, the Company shall compensate for such damage (limited to ordinary damages and excluding lost profits or other special damages), up to a maximum amount equivalent to one month of service fees for the month in which the damage occurred.

2. Notwithstanding the preceding paragraph, the Company shall bear no liability in the following cases, regardless of whether such damages are attributable to the Company:

   1. Use of the free version of the Service (including free trial use) or beta features

   2. Leakage or disclosure of Customer information by a Partner, in which case the Vendor may pursue responsibility against the Partner

   3. Damages arising from Integrated Services

3. If the Customer or Users cause damage to the Company or third parties through use of the Service, the Customer or Users shall compensate such damages at their own expense and responsibility, and shall not make any claims for compensation or indemnification against the Company

4. If disputes arise between the Customer or Users and third parties (including disputes between Vendors and Partners) through use of the Service, such disputes shall be resolved at the responsibility of the Customer or Users, and the Customer and Vendor shall not request arbitration, inquiries, or any claims against the Company. If the Company incurs damages (including attorneys’ fees) related to such disputes, the Company may seek reimbursement from the Customer.

Article 17 (Intellectual Property Rights)

1. All rights related to the Service (excluding Vendor Content and Partner Content) that the Company explicitly licenses to the Customer in the performance of this Agreement, including ownership, copyrights, trademark rights, patent rights, and all other rights, shall belong to the Company or licensors of the Company, unless otherwise specified in these Terms.

2. The Vendor represents and warrants to the Company that it has lawful rights to use Vendor Content through the Service, that the contents of Vendor Content are true and accurate, and that Vendor Content does not infringe third-party rights.

3. Intellectual property rights in Vendor Content belong to the Vendor or its licensors.

4. The Company may modify Vendor Content in part to conform to the specifications of the Service. The Vendor agrees not to exercise moral rights against the Company or parties designated by the Company with respect to Vendor Content.

Article 18 (Information Management)

1. The Company shall not disclose information related to Customers or Users to third parties without prior consent of the Customer, except as provided in these Terms.

2. Notwithstanding the preceding paragraph, the Company may perform attribute aggregation and analysis of information entered into the Service and Customer-related information to create processed data that cannot identify or specify Customers (hereinafter “Statistical Data”), and may use such Statistical Data for the Service and other services of the Company, and disclose it to third parties.

3. The Company shall implement reasonable and maximum security measures against risks such as loss, destruction, alteration, or leakage of Customer information.

Article 19 (Confidentiality)

1. “Confidential Information” means all technical, business, operational, financial, organizational, and other information and materials disclosed by one party to the other or obtained from the other party in connection with this Agreement or the Service, regardless of the method of acquisition, excluding the following:

   1. Information already publicly known at the time of acquisition

   2. Information that becomes publicly known after acquisition without fault of the receiving party

   3. Information already possessed by the receiving party at the time of acquisition

   4. Information lawfully obtained from a third party without confidentiality obligations

   5. Information independently developed or obtained without use of Confidential Information

   6. Information lawfully disclosed by a third party with proper authority without confidentiality obligations

2. The Company and the Customer shall use Confidential Information only to the extent necessary for performance of this Agreement and shall not disclose it to third parties without prior written consent of the other party, except in the following cases:

   1. Disclosure to officers or employees engaged in the relevant business

   2. Disclosure to attorneys or other professionals bound by statutory confidentiality obligations

   3. Disclosure required by laws or regulations, or requested by governmental or judicial authorities with proper authority

3. The Company and the Customer shall impose confidentiality obligations equivalent to those under this Agreement on any third parties to whom Confidential Information is disclosed with consent.

4. If Confidential Information is leaked or there is a risk thereof, the receiving party shall immediately notify the other party and take measures to prevent expansion and recurrence.

5. Upon request, Confidential Information and related materials, including copies, shall be promptly returned or destroyed.

Article 20 (Handling of Personal Information)

1. In addition to these Terms, the Company’s handling of personal information shall be governed by the Privacy Policy.

2. The Company may continue to use personal information related to the Customer within the scope of purposes stated in the Privacy Policy even after termination of this Agreement.

Article 21 (Termination)

1. If the Customer falls under any of the following, the Company may immediately terminate this Agreement without prior notice:

   1. Violation of any provision of these Terms

   2. False statements or omissions in application information

   3. Acts that hinder or may hinder the Company’s operations or service systems

   4. When the Company determines that the Customer’s creditworthiness has become unstable due to bankruptcy, corporate reorganization, civil rehabilitation proceedings, or similar events

   5. Provisional seizure, provisional disposition, compulsory execution, auction, receipt of notifications under the Act on Provisional Registration Security Contracts, suspension of transactions by clearinghouses, or delinquency in taxes or public dues

   6. Inability to contact the Customer by telephone, fax, or email for an extended period

2. Upon termination under the preceding paragraph, the Customer and Users shall no longer be able to use the Service, and all registered data and information shall no longer be accessible.

3. The Company shall not be liable for any measures taken under this Article.

Article 22 (Exclusion of Anti-Social Forces)

1. The Company and the Customer represent and warrant that neither their officers nor employees are members of organized crime groups or related entities, and that none of the following applies now or in the future:

   1. Anti-social forces controlling management

   2. Anti-social forces substantially involved in management

   3. Unjust use of anti-social forces for improper benefit or causing harm to third parties

   4. Providing funds or benefits to anti-social forces

   5. Officers or persons substantially involved in management having socially condemnable relationships with anti-social forces

2. The Company and the Customer further represent and warrant that neither they nor any third party acting on their behalf will engage in the following acts:

   1. Violent demands

   2. Unreasonable demands exceeding legal responsibility

   3. Threatening behavior or violence in transactions

   4. Spreading rumors, using deception, or force to damage credibility or obstruct business

   5. Other acts equivalent to the above

3. If either party violates this Article, the other party may immediately terminate this Agreement without notice.

4. Neither party shall be liable for damages caused by such termination, and the terminating party may claim damages incurred as a result thereof.

Article 23 (Prohibition of Assignment)

1. The Customer may not assign, transfer, pledge, or otherwise dispose of its contractual status or rights or obligations under this Agreement to any third party without prior written consent of the Company.

Article 24 (Outsourcing)

1. The Company may outsource all or part of the operations related to provision of the Service to third parties at its own expense and responsibility, and shall manage such contractors appropriately.

Article 25 (Governing Law and Jurisdiction)

1. These Terms shall be governed by and construed in accordance with the laws of Japan, excluding conflict of law rules.

2. All disputes related to the service contract or the Service shall be subject to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court as the court of first instance, depending on the amount in dispute.

Article 26 (Amendment of the Terms)

1. The Company may amend these Terms at its discretion. The amended Terms shall become effective upon being displayed on the Service, the Company’s websites, or applications. The Company shall notify Customers of amendments via email, management screens, or other means.

2. Continued use of the Service after amendments shall be deemed acceptance of all amended provisions.

Article 27 (Miscellaneous)

1. If any provision of these Terms is declared invalid or unenforceable by a court, such provision shall be modified to comply with legal requirements, and such modification shall automatically become part of these Terms. If modification is impossible, the invalid provision shall be deleted, and the remaining provisions shall remain in full force and effect unless such deletion materially deviates from the intent of these Terms. In such case, the Customer and the Company shall endeavor to modify the invalid provision as much as possible.

Partner Terms of Use

Article 1 (General Provisions)

1. These Terms of Use (the “Terms”) set forth the conditions governing the use of the PRM service “PartnerProp” (the “Service”) provided by PartnerProp Inc. (the “Company”) and shall apply to partners using the Service (as defined in Article 2). Partners must carefully review these Terms prior to using the Service. Any partner who does not agree to these Terms may not use the Service.

Article 2 (Scope of Application)

1. These Terms set forth the conditions for providing the Service and define the rights and obligations among the Company, Vendors, and Partners in connection with the use of the Service. These Terms shall apply to all relationships arising in connection with the use of the Service between a Partner and the Company, regardless of the type of device used (including personal computers, mobile devices, etc.) or the form of access (including websites, smartphone applications, platforms, operating systems, etc.).

2. If the Company posts individual provisions or additional terms relating to the Service (the “Additional Terms”) on the Service interface or the Company’s website (as defined in the following Article), or separately notifies Partners of such Additional Terms via email or other means, such Additional Terms shall constitute an integral part of these Terms. In the event of any inconsistency between the Additional Terms and these Terms, the Additional Terms shall prevail.

Article 3 (Definitions)

1. The following terms used in these Terms shall have the meanings set forth below:

   1. “Company Website” means the website developed and provided by the Company through which the Service is offered.

   2. “Customer” means any corporation, organization, association, or individual that has applied to use the Service in accordance with the prescribed procedures after agreeing to these Terms and has been granted permission by the Company to use the Service.

   3. “Customer Information” means the name, address, contact person, contact details, and any other information specified by the Company for the purpose of identifying a Customer.

   4. “User” means any person designated by a Customer, whether for a fee or free of charge, to use or trial the Service under the Customer’s management.

   5. “Prospective Registrant” means any person who has been invited by a Vendor to use the Service and who wishes to register for use of the Service.

   6. “Vendor” means a User who uses the Service in the capacity of delegating to a Partner the introduction, brokerage, or sales activities of all or part of its own products or services.

   7. “Partner” means a User who uses the Service in the capacity of undertaking from a Vendor the introduction, brokerage, or sales activities of all or part of the Vendor’s products or services.

   8. “Paid Partner” means a Partner who uses paid features for which usage fees apply.

   9. “Content” means all information accessible by a Partner through the Service or the Company Website, including but not limited to text, images, videos, and other data.

   10. “Vendor Content” means Content posted, recorded, uploaded, or transmitted by a Vendor on the Service, including all information entered into the Service.

   11. “Partner Content” means Content posted, recorded, uploaded, or transmitted by a Partner on the Service, including all information entered into the Service.

   12. “Intellectual Property Rights” means all patent rights, utility model rights, trademark rights, design rights, copyrights (including rights under Articles 27 and 28 of the Japanese Copyright Act), and all other intellectual property rights under the laws of any country, state, region, or jurisdiction, including the right to apply for, register, renew, or extend such rights.

   13. “Anti-Social Forces” means organized crime groups, members of such groups, persons who have not yet passed five (5) years since ceasing to be a member, quasi-members, affiliated companies, corporate racketeers, groups advocating social or political movements for illegitimate purposes, organized crime-related entities, or any other similar persons or organizations.

   14. “Applicable Laws and Regulations” means all laws, ordinances, regulations, notices, guidelines, and other regulatory requirements.

Article 4 (Amendment of the Terms)

1. The Company may amend these Terms if the Company deems such amendment necessary.

2. The amended Terms shall become effective upon being displayed on the Service, the Company Website, or any related application. The Company shall notify Users of such amendments as appropriate via email, administrative interface, or other reasonable means.

3. If a Partner continues to use the Service after the amendment of these Terms, such Partner shall be deemed to have agreed to the amended Terms.

4. In addition to the foregoing, the Company may amend these Terms by obtaining consent from Partners in a manner designated by the Company.

Article 5 (Registration)

1. A Prospective Registrant may apply for registration as a Partner by agreeing to comply with these Terms and providing certain information designated by the Company and the Vendor (the “Registration Information”).

2. The Company and/or the Vendor may refuse registration without prior or subsequent notice if the Prospective Registrant is determined to fall under, or be likely to fall under, any of the following:

   1. Failure to satisfy the registration requirements set forth in these Terms;

   2. False statements, errors, or omissions in all or part of the Registration Information;

   3. Current or past affiliation with Anti-Social Forces, or involvement with such entities;

   4. Past breach of any agreement with the Company or refusal or cancellation of registration for the Service or other services provided by the Company;

   5. Any act in violation of these Terms or likelihood thereof; or

   6. Any other case where the Company or the Vendor deems registration inappropriate.

3. The Vendor shall, at its discretion, determine whether to approve registration as a Partner and shall notify the Prospective Registrant if registration is approved. Registration shall be deemed completed upon such notification.

4. Upon completion of registration, a service agreement in accordance with these Terms (the “Service Agreement”) shall be formed between the Company and the Partner, and the Partner may use the Service within the scope permitted under these Terms.

Article 6 (Use of Paid Features)

1. Partners may use certain features designated by the Company free of charge.

2. Notwithstanding the foregoing, where paid features are provided for Partners within the Service, a Partner may use such paid features by agreeing to pay the applicable usage fees. The details of the paid features, the amount of usage fees, payment methods, and other related matters shall be separately determined by the Company and notified to Partners by display within the Service, on the Company Website, or by other appropriate means.

3. If a Paid Partner delays payment of usage fees, such Paid Partner shall pay the Company default interest at a rate of 14.6% per annum.

4. The Company may change the amount of usage fees or fee plans if the Company deems it necessary. In such case, the Company shall post notice of the change, the details thereof, and the effective date at least two (2) weeks prior to the effective date on the Company Website or within the Service, or notify the Partner by email or other electronic means.

5. If a Paid Partner notifies the Company of suspension of paid feature usage in accordance with the procedures specified by the Company during the subscription period, the Paid Partner status shall terminate upon expiration of the period corresponding to the usage fees already paid. No refunds shall be made for any usage fees already paid.

6. The Company may use third-party payment processing services for payment settlement and related information processing in connection with paid features or other use of the Service. The Company shall not be liable for any disputes, claims, lawsuits, infringements, or damages arising out of or related to the use of such third-party payment processing services.

Article 7 (Obligations of Partners)

1. Partners shall use the Service in accordance with these Terms and any separately prescribed usage conditions or operational guidelines established by the Company.

2. During the term of the Service Agreement, each Partner represents and warrants the accuracy of all Registration Information and any other information provided to the Company, and shall promptly notify the Company of any changes thereto in accordance with the procedures specified by the Company.

3. Partners shall properly manage and store account information necessary for the use of the Service at their own responsibility and shall not allow any third party to use such account information, nor lend, transfer, change the name of, or sell such account information. If authentication information matches the registered information, the Company shall deem the registered Partner holding such account information to have used the Service.

4. Partners shall be solely responsible for any damages arising from inadequate management of account information, errors in use, or use by third parties, and the Company shall bear no responsibility therefor.

Article 8 (Prohibited Acts)

1. Partners shall not engage in any of the following acts in connection with the use of the Service:

   1. Acts that violate these Terms;

   2. Entering false information into the Service, including false reports to Vendors;

   3. Acts that violate Applicable Laws and Regulations or relate to criminal activity;

   4. Fraudulent or threatening acts against the Company or any third party;

   5. Acts contrary to public order and morals;

   6. Acts related to anti-social activities or providing benefits to Anti-Social Forces;

   7. Infringement of Intellectual Property Rights, portrait rights, privacy rights, reputation, or other rights or interests of the Company or any third party;

   8. Defamation of the Company or any third party;

   9. Imposing excessive load on the Company’s network or systems;

   10. Unauthorized access or attempts thereof;

   11. Impersonation of a third party or misrepresentation of relationships;

   12. Using or allowing use of account information of other Vendors or Partners;

   13. Causing disadvantage or damage to the Company or any third party;

   14. Reproducing, selling, publishing, or otherwise using information obtained through the Service except as expressly permitted;

   15. Interfering with the operation of the Service or damaging the Company’s credibility;

   16. Acts beneficial or potentially beneficial to competitors of the Company;

   17. Reproducing, distributing, or disclosing any part of the Service;

   18. Modifying, deleting, decompiling, disassembling, reverse engineering, or analyzing programs related to the Service or determining the site architecture through monitoring software;

   19. Interfering with the integrity or security of the Service or attempting to decipher transmissions to or from the servers;

   20. Uploading invalid data, viruses, worms, or other software agents through the Service;

   21. Collecting personally identifiable information (including Partner IDs) through the Service;

   22. Using the Service for commercial purposes or for the benefit of third parties except as expressly permitted;

   23. Inducing or facilitating any of the foregoing acts; or

   24. Any other acts deemed inappropriate by the Company.

Article 9 (Modification, Suspension, and Interruption of the Service)

1. The Company may, at its discretion, modify the contents of the Service or terminate its provision. If the Company terminates the Service, it shall provide prior notice to Partners.

2. The Company may temporarily suspend or interrupt all or part of the Service without prior notice if:

   1. Inspection or maintenance of systems related to the Service is conducted;

   2. Provision becomes difficult due to system failure, communication line issues, operational errors, excessive access, unauthorized access, hacking, or other unforeseen factors;

   3. A security issue arises;

   4. Operation becomes impossible due to force majeure such as natural disasters, fire, power outage, epidemics, or similar events;

   5. Lawful operation becomes difficult; or

   6. The Company reasonably determines suspension or interruption to be necessary.

3. The Company shall not be liable for any damages incurred by Partners as a result of measures taken pursuant to this Article.

Article 10 (Termination by Partner)

1. A Partner may terminate the Service Agreement by notifying the Company in accordance with the prescribed procedures. Upon completion of the termination procedures designated by the Company, the Partner shall no longer be able to use the Service.

2. Upon termination, if the Partner has any outstanding obligations to the Company, such obligations shall automatically become immediately due and payable.

3. If a Partner loses the right to use the Service for any reason, including mistaken termination, the Partner shall no longer be able to use account information, Partner Content, or any other information accumulated within the Service.

Article 11 (Termination by the Company)

1. If a Partner falls under any of the following circumstances, the Company may, without prior notice or demand, temporarily restrict the Partner’s use of the Service or terminate the Service Agreement:

   1. If the Partner violates any provision of these Terms or any representation or warranty made hereunder (the proviso to Article 541 of the Japanese Civil Code shall not apply);

   2. If the Partner falls under any of the grounds for refusal of registration set forth in Article 5;

   3. If the Partner suspends payments, becomes insolvent, or files (or has filed against it) a petition for commencement of bankruptcy, civil rehabilitation, or similar proceedings;

   4. If a resolution or decision for dissolution or liquidation is made;

   5. If the Partner fails to respond for thirty (30) days or more to inquiries or communications from the Company requesting a response; or

   6. If the Company otherwise determines that the Partner is inappropriate as a user of the Service.

2. If the Partner falls under any of the foregoing items, all obligations owed to the Company shall automatically become immediately due and payable.

3. The Company shall not be liable for any damages incurred by the Partner as a result of measures taken under this Article, and no refunds shall be made for any paid feature usage fees.

Article 12 (Intellectual Property Rights)

1. All Intellectual Property Rights relating to the Service (excluding Vendor Content and Partner Content) shall belong to the Company or to persons who have licensed such rights to the Company. Execution of the Service Agreement or permission to use the Service shall not be construed as granting any license to use such Intellectual Property Rights.

2. Each Partner represents and warrants that it has lawful rights to use the Partner Content through the Service, that the content thereof is true and accurate, and that such Partner Content does not infringe any rights of third parties.

3. Intellectual Property Rights in Partner Content shall belong to the Partner or to persons who have licensed such rights to the Partner.

4. Each Partner agrees not to exercise any moral rights of authors with respect to Partner Content against the Company or any person designated by the Company.

Article 13 (Handling of Partner Content)

1. The Company shall have no obligation to store or retain any Partner Content (including, for the avoidance of doubt, Registration Information, information related to transactions with Vendors entered into the Service, and any other information input or transmitted by the Partner in connection with use of the Service). Each Partner shall back up Partner Content at its own expense and responsibility.

2. The Company may delete Partner Content relating to a Partner whose Service Agreement has been terminated.

3. The Company may use Partner Content free of charge within the scope necessary to provide the Service to Vendors and Partners.

4. The Company may process Partner Content into statistical data in a manner that does not identify any specific individual (“Statistical Data”) and may use such Statistical Data for the provision of the Service and other services of the Company. The Company may also disclose Statistical Data to third parties.

5. The Company shall not be liable for any damages incurred by a Partner as a result of measures taken pursuant to this Article.

Article 14 (Handling of Personal Information)

1. The Company shall handle personal information of Partners in accordance with its Privacy Policy. Partners agree to the handling of their personal information in accordance with such Privacy Policy.

2. The Company may send information and contact Partners for the purpose of providing sales information or beneficial information relating to the Service.

3. Upon request from a Vendor, the Company may notify or contact a Partner. The Partner agrees that the Company may obtain the Partner’s personal information from the Vendor on a commission basis and handle such information for the purpose of providing the Service.

Article 15 (Disclaimer and Indemnification)

1. The Service is provided on an “as is” basis. The Company makes no warranties, whether express or implied, that the Service will meet a Partner’s specific purposes or expectations, including with respect to accuracy, usefulness, truthfulness, merchantability, or fitness for a particular purpose.

2. The Company shall not be liable for the content, performance, or handling of personal information by third-party services that interoperate with the Service.

3. Under no circumstances shall the Company be liable for any damages, losses, or infringements arising from hacking, alteration, or other unauthorized access to or use of the Service or a Partner’s account.

4. Any disputes arising between a Partner and a Vendor, another Partner, or any third party in connection with use of the Service—including performance of transactions, payments, communications, or otherwise—shall be resolved at the Partner’s own responsibility and expense, and the Company shall bear no liability therefor.

5. If damages are incurred by a Paid Partner due to the willful misconduct or gross negligence of the Company in providing paid features, the Company shall compensate such damages; provided, however, that the amount of compensation shall not exceed the total amount of usage fees actually received by the Company from the relevant Partner during the one (1) month immediately preceding the cause of such damages. The Company shall not be liable for special, incidental, indirect, consequential, future damages, or lost profits, regardless of foreseeability. The Company shall bear no liability for damages incurred by Partners who do not use paid features.

6. Each Partner shall indemnify and hold harmless the Company, Vendors, and their related parties from and against any losses, expenses, damages, liabilities, including reasonable attorneys’ fees and court costs, arising out of or related to any violation of these Terms by the Partner.

Article 16 (Communications)

1. Communications and notices from the Company to Partners regarding the Service shall, in principle, be made through the Service interface or via the email address provided by the Partner to the Company.

Article 17 (Confidentiality)

1. A Partner agrees to treat as confidential any information disclosed by the Company with a request for confidential treatment, except with the Company’s prior written consent.

2. Upon request by the Company, the Partner shall promptly return or destroy any confidential information and any documents or media containing such information, including all copies thereof, in accordance with the Company’s instructions.

3. Regardless of the type of information, the Partner shall not disclose to competitors of the Company any information obtained in connection with the Service, nor use such information for any purpose other than use of the Service.

Article 18 (Assignment)

1. A Partner may not assign, transfer, create a security interest in, or otherwise dispose of its contractual status or any rights or obligations under the Service Agreement without the Company’s prior written consent.

2. If the Company transfers the business relating to the Service to a third party, the Company may transfer its contractual status, rights, obligations, Registration Information, Partner Content, and other related information to the transferee, and the Partner shall be deemed to have consented to such transfer in advance by agreeing to these Terms. The same shall apply in cases of comprehensive succession through merger, company split, or similar corporate reorganization.

Article 19 (Severability)

1. If any provision of these Terms or any part thereof is held to be invalid or unenforceable under Applicable Laws and Regulations, the remaining provisions shall remain in full force and effect. The Company and the Partner shall endeavor to amend such invalid or unenforceable provision to the extent necessary to make it valid and enforceable while preserving its original intent and equivalent legal and economic effect.

Article 20 (Governing Law and Jurisdiction)

1. These Terms and the use of the Service shall be governed by the laws of Japan.

2. Any and all disputes arising out of or in connection with these Terms or the use of the Service shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.