Terms and Conditions of Use

Terms and Conditions Use

The Terms of Use (hereinafter referred to as the “Terms”) set forth the matters to be observed by the Registered Users as well as the rights and obligations of Wabi・Sabi, Inc. (hereinafter referred to as the “Company”) and the Registered Users with respect to the use of retail business provided by the Company. Every user desiring the registration for the service will be required to read through the entire text of the Terms carefully before agreeing thereto.

Article 1 Scope of Application

1.1 The Terms shall define the rights and obligations of the Company and the Registered Users (as defined in Article 2), and shall apply to any relationship between the Company and the Registered Users with respect to the use of the Service (as defined in Article 2).

1.2 The rules and regulations concerning the Service which may be posted by the Company on the Website (as defined in Article 2) from time to time shall constitute part of the Terms.

Article 2 Definitions

For the purposes of the Terms, the following terms shall have the meanings ascribed to them as follows:

(1) “Applicant” means the “Applicant” defined in Article 3.

(2) “Intellectual Property Rights” means copyrights, patents, utility model rights, trademark rights, and any other intellectual property rights including, without limitation, the rights to acquire these rights or to file an application for the registration of any of such rights.

(3) “Product” means a product which is sold in the Website.

(4) “Registered User” means an individual or a corporation who is registered as a user of the Service in accordance with the provisions of Article 3.

(5) “Registration Information” means the “Registration Information” defined in Article 3.1.

(6) “Sale Agreement” means the “Sale Agreement” defined in Article 5.2.

(7) “Service” means the service of selling Japanese Green Tea named Wabi・Sabi provided by the Company including, without limitation, the new service in cases where the name or contents of the Service are changed.

(8) “Service Agreement” means the “Service Agreement” defined in Article 3.4.

(9) “Website” means the website on the Internet operated by the Company with the domain of wabisabi-tea.com , including, without limitation, the new website in cases where the domain or contents of the Website are changed.

Article 3 Registration

3.1 Any person who desires to use the Service (hereinafter referred to as the “Applicant”) may apply to the Company for the registration as a user of the Service by agreeing to abide by the Terms and providing the Company with the information required by the Company (hereinafter referred to as the “Registration Information”) in a manner specified by the Company.

3.2 The application for the registration shall be made by an individual or a corporation that will use the Service, and applications by proxy will not be accepted. For each application for the registration, the Applicant shall provide true, correct and current information to the Company.

3.3 The Company may reject the registration if:

(1) the Company determines that the Applicant is likely to violate the Terms;

(2) the Registration Information submitted to the Company contain, in whole or part, false or erroneous statements or omissions;

(3) the registration of the Applicant for the use of the Service has once been cancelled;

(4) the Applicant is a minor, an adult ward, a person under curatorship or a person under assistance, and has not obtained the necessary consent of his/her respective legal representative, guardian, curator or assistant;

(5) the Applicant is under 13 years old;

(6) the Company determines that the Applicant is antisocial forces (which mean gang groups, gang members, right-wing groups or other similar entities; the same shall apply hereinafter), or the Company determines that the Applicant is associated with or involved in antisocial forces in any manner such as cooperating or engaging in maintenance, operation, management of antisocial forces through funding or any other method; or

(7) the Company otherwise determines that the registration would be inappropriate.

3.4 The acceptance or rejection of applications for the registration shall be determined by the Company in accordance with the criteria established by the Company, including, without limitation, the items of Article 3.3. The registration of an Applicant as a Registered User shall be deemed to have been completed when the Company issues to the Applicant a notice stating that the application has been accepted. The completion of the registration constitutes the execution of the agreement (the “Service Agreement”) between the Registered User and the Company with respect to the use of the Service in accordance with the provisions of the Terms

3.5 In the event of any change in the Registration Information, the Registered User shall promptly notify the Company of such change in accordance with the procedure specified by the Company and submit to the Company the required information.

Article 4 Use of the Service

The Registered User shall be entitled to use the Service in accordance with the Terms in such a manner as specified by the Company, during the effective term of the Service Agreement.

Article 5 Sale Agreement

5.1 When the Registered User desires to order the Product, the Registered User shall send an order in the manner designated by the Company by the Website.

5.2 When the Company notifies the Registered User of the Company’s acceptance of the Registered User’s order by the Website, a contract under which the Company sells, and the Registered User purchases, the Product to the Registered User (the “Sale Agreement”) shall be deemed made and entered into between the parties hereto.

5.3 The Registered User may change or cancel the order only before the commencement of shipment of the Product by the Company. If the Company has already shipped out the Product, the Registered User shall not change and cancel the order.

Article 6 Delivery

6.1 The Company shall deliver the Product pursuant to the terms and conditions provided in the Sale Agreement after payment of the Product by the Registered User pursuant to Article 9. Any cost, expense, taxes and duties regarding the delivery such as transportation cost, insurance fee, custody fee and tariff shall be borne by the Registered User, and may be charged to the Registered User by the Company at any time upon incurrence of such cost, expense, taxes and duties, or at the time of issuance of invoice for the price of the Product, in accordance with the Company’s choice.

6.2 In cases where (i) the Registered User refuses a receipt of the Product or (ii) the Product is returned due to an cause which is not attributable to the Company, the Company may, at its option, dispose of such Product and charge the fee of the disposition and the price of the Product to the Registered User.

Article 7 Risk of Loss

The risk of loss of the Product delivered to the Registered User shall pass from the Company to the Registered User when the Product is shipped out.

Article 8 Ownership

Subject to the payment in accordance with Article 9, the ownership of the Product shall be transferred from the Company to the Registered User when the Product is delivered to the Registered User in accordance with Article 6.

Article 9 Payment

9.1 The Registered User shall pay the Company the amount set forth in the Sale Agreement as the price of the Product by PayPal. The Registered User shall bear all applicable taxes in relation to the Sale Agreement, if any.

9.2 If the amount set forth in the Sale Agreement as the price of the Product is not paid within a definite period set forth in the Sale Agreement, the Company may cancel the Sale Agreement without liability for the Registered User’s damages arising from the cancellation.

Article 10 Return of the Product

10.1 If any defect or deficiency is found in the Product by the Registered User, the Registered User shall notify the defect or deficiency to the Company within 7 days after receipt of the Product. When the Company receives such notification and acknowledge the defect or deficiency, the Company shall deliver replacement or supply the shortage to the Registered User at its own cost.

10.2 Except for the provisions of Article 10.1, the Registered User shall not return the Product to the Company.

Article 11 Management of Password and User ID

11.1 The Registered User shall be fully responsible for the security and safekeeping of his/her password and user ID and the Registered User shall not cause or permit any third party to use the password or user ID nor shall it loan, assign, or cause to be owned in the name of another person or to be sold or purchased the password or user ID or otherwise cause the password or user ID to be an object of any activity similar to the foregoing.

11.2 The Registered User shall be responsible and liable for any damage incurred by the Registered User as a result of inadequate management, wrong or improper use, or the use by a third party of the password or user ID. In no event shall the Company be responsible or liable for such damage.

11.3 In cases where the password or user ID is found to be stolen or used by a third party, the Registered User shall immediately notify the Company to that effect and follow the instructions provided by the Company.

Article 12 Prohibited Activities

The Registered User shall be prohibited from engaging in any of the following activities with respect to the use of the Service:

(1) to perform any act which would infringe any Intellectual Property Rights, portrait rights, privacy rights, credits, or other rights or interests of the Company, other Registered Users or other third parties (including any act which raise such infringement directly or indirectly);

(2) to perform an act associated with a criminal act, or an act against public order and good morals;

(3) to perform any act which violates any law or regulation, or the internal rules of the entity of which the Company or the Registered User is a member;

(4) to transmit information containing computer viruses or other harmful computer programs;

(5) to modify information which can be used for the purpose of the Service;

(6) to transmit through the Service data the volume of which is larger than the size of data specified by the Company;

(7) to perform any act which likely to interfere with the operation of the Service by the Company; or

(8) to perform any other acts determined by the Company to be inappropriate.

Article 13 Discontinuation or Suspension of the Service

13.1 In the event of any of the following circumstances, the Company shall reserve the right to permanently discontinue or temporarily suspend all or part of the use of the Service without prior notice to the Registered User:

(1) When the Company conducts scheduled or unscheduled inspections or maintenance of the computer systems relating to the Service;

(2) When a computer or telecommunications network ceases to operate or function as a result of an accident;

(3) When the operation of the Service becomes difficult due to fire, power failure, natural disaster, or any other cause of force majeure;

(4) When for any other reason the Company determines that the discontinuation or suspension will be necessary.

13.2 The Company may, in its discretion, terminate the provision of the Service. In this case, the Company gives prior notice to the Registered User.

13.3 The Company shall not be responsible or liable for any damage incurred by the Registered User as a result of any action taken by the Company in accordance with this Article 13.

Article 14 Preparation of Devices, etc.

14.1 The Registered User shall, with its own costs and responsibilities, prepare and maintain computers, software and other devices, and telecommunication line and other communication environment which are necessary to use the Service.

14.2 The Registered User shall, with its own costs and responsibilities, prepare and maintain security systems suitable for the Registered User’s environment for use of the Service to avoid attack of computer virus, unauthorized access, information leakage, etc.

14.3 The Company shall have no obligation to retain the order information or other information transmitted by or to the Registered User through the Service even in cases where such information has been retained by the Company for a certain period for operational reasons, and the Company may delete such information at any time in its discretion. The Company shall not be responsible or liable for any damage incurred by the Registered User as a result of such deletion of information.

Article 15 Ownership and Intellectual Property Rights

All ownership rights and Intellectual Property Rights in and to the Service and the Website shall vest in the Company or its licensors, and unless otherwise expressly set forth in the Terms, the use of the Service permitted through the registration under the Terms shall not be construed as transfer or grant of any license with respect to the Website or the Service under any Intellectual Property Rights held by the Company or its licensors. The Registered User shall not, for any reason whatsoever, perform any act which would infringe any Intellectual Property Rights of the Company or its licensors, including, without limitation, disassembling, decompiling, or reverse engineering.

Article 16 Cancellation of Registration and Sale Agreement

16.1 The Company may suspend temporarily the use by the Registered User of the Service or cancel the registration of the Registered User and Sale Agreement without any prior notice if:

(1) the Registered User violates any provision of the Terms;

(2) the Registration Information is found to contain false information;

(3) the Registered User uses or attempts to use the Service for such purposes or in such a manner as would cause damage to the Company, other Registered Users or other third parties;

(4) the Registered User interferes with the operation of the Service by any means;

(5) payment by the Registered User is suspended, or the Registered User becomes insolvent, or an application for a proceeding for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or other similar proceedings is instituted with respect to the Registered User;

(6) the Registered User dishonors any note or check issued or accepted by it;

(7) a petition is filed against the Registered User for attachment, provisional attachment, provisional disposition, judicial enforcement or an auction sale;

(8) the Registered User becomes subject to the procedures for tax delinquency;

(9) the Registered User dies or is subject to an order for the commencement of guardianship, curatorship, or assistance;

(10) the Registered User falls under any of the items of Article 3.3; or

(11) the Company determines for any reason that the continuation of the registration of the Registered User would be inappropriate.

16.2 In cases where the Registered User falls under any of items of Article 16.1, any and all monetary debt of the Registered User to the Company shall become forthwith due and payable, and the Registered User shall immediately pay such monetary debt.

16.3 Each of the Company and the Registered User may cancel his/her registration as a Registered User by sending a 7 days prior notice to the other party in accordance with the procedures specified by the Company; provided, however, that the Registered User shall not cancel Sale Agreement except for the provision of Article 5.3.

16.4 The Company shall in no event be responsible or liable for any damage incurred by the Registered User as a result of any action taken by the Company in accordance with the provisions of this Article 16.

Article 17 Disclaimer and Limitation of Liability

17.1 The Service is provided “as is”, and the Company makes no warranty of any kind, including, without limitation, warranty of fitness for particular purpose, merchantability, completeness or consistency, with respect to the Service.

17.2 The Company does not make any warranty which is not expressly provided for in the Terms even in cases where the Registered User has acquired from the Company, directly or indirectly, any information concerning the Service, the Product, the Website, other Registered Users or any other matter.

17.3 With respect to the Product, the Company shall have no liabilities or responsibilities to any third parties except the Registered User who purchased the Product from the Company..

17.4 The Registered User shall investigate at his/her own expense and responsibility to determine whether or not his/her use of the Service will violate any law or regulation applicable to the Registered User or the internal rules of the entity of which the Registered User is a member, and the Company makes no warranty that the use of the Service by the Registered User will comply with the laws and regulations applicable to the Registered User and the internal rules of the entity of which the Registered User is a member.

17.5 The Registered User shall, with his/her full responsibility, treat and resolve all transactions, communications, disputes, etc. in connection with the Service, the Product or the Website which arise between the Registered User and other Registered Users or other third parties. In no event shall the Company be responsible or liable for them.

17.6 In no event shall the Company be responsible or liable for suspension, discontinuation, unavailability or modification of the Service caused by the Company, deletion or loss of any information from the Registered User, cancellation of the registration of the Registered User, loss of data or failure of or damage to equipment through the use of the Service, or any other damage incurred by the Registered User in connection with the Service.

17.7 Even if the Website contains links to and from other websites on the Internet, the Company shall not, for any reason, be responsible for any websites other than the Website or any information obtained therefrom.

17.8 IN NO EVENT SHALL THE COMPANY BE RESPONSIBLE OR LIABLE FOR THE DAMAGE INCURRED BY THE REGISTERED USER IN CONNECTION WITH THE SERVICE AND THE PRODUCT. EVEN IF THE COMPANY IS RESPONSIBLE OR LIABLE FOR THE DAMAGE BY THE APPLICATION OF CONSUMER CONTRACT LAW OF JAPAN OR OTHER REASONS, THE RESPONSIBILITY AND LIABILITY OF THE COMPANY FOR THE DAMAGE ARE LIMITED TO THAT FOR DIRECT AND NORMAL DAMAGES. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE REGISTERED USER FOR ANY LOST PROFITS OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENSIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THE TERMS, THE SERVICE OR THE PRODUCT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY’S TOTAL AGGREGATE LIABILITY UNDER THE TERMS EXCEED THE AMOUNT OF THE PRICE OF THE PRODUCT WHICH CAUSES SUCH DAMAGES, IF ANY, RECEIVED BY THE COMPANY FROM THE REGISTERED USER.

Article 18 Indemnification by the User

18.1 The Registered User shall indemnify and hold harmless the Company from and against any damage incurred by the Company as a result of any breach by the Registered User of any provision of the Terms or resulting in connection with the use by the Registered User of the Service.

18.2 The Registered User shall immediately notify the Company of any claim against the Registered User brought by other Registered Users or other third parties in connection with the Service or the Product, or of any dispute arising between the Registered User and any of the other Registered Users or other third parties, and shall settle such claim or dispute at his/her own expense and responsibility and report the processes and results of the settlement to the Company at the request thereof.

18.3 In cases where a claim is brought against the Company by other third parties by reason of infringement of rights or for any other reason with respect to the use of the Service by the Registered User, the Registered User shall compensate the Company for any amount of money which the Company has been forced to pay to such other third parties based on such claim.

Article 19 Confidentiality

19.1 For the purposes of the Terms, the “Confidential Information” means any and all information related to technology, business, operation, finance, organization, etc. of the Company which may be provided or disclosed by the Company to, or come to the knowledge of, the Registered User in connection with the Terms or the Service in writing, orally or in storage media, etc., but excluding information (1) which is generally available to the public or known to the Registered User at the time when the information is provided or disclosed by the Company to or comes to the knowledge of the Registered User; (2) which becomes publicly known through publication or otherwise without fault of the Registered User after the information is provided or disclosed by the Company to or comes to the knowledge of the Registered User; (3) which the Registered User has lawfully acquired without any obligation of confidentiality from a third party authorized to provide or disclose the information; (4) which the Registered User has developed independently of the Confidential Information, or (5) which is confirmed by the Company in writing to be excluded from the obligation of confidentiality.

19.2 The Registered User shall use the Confidential Information of the Company solely for the purpose of using the Service hereunder, and shall not provide, disclose or divulge the Confidential Information of the Company to any third party without the Company’s prior written consent.

19.3 Notwithstanding the provision of Article 19.2, the Registered User may disclose the Confidential Information of the Company when such disclosure is required by law or by an order, requirement or request of a court or governmental authority; provided, however, that such order, requirement or request shall be promptly notified to the Company by the Registered User.

19.4 The Registered User shall first obtain the prior written consent of the Company if it intends to reproduce any document or magnetic storage media containing the Confidential Information of the Company, and shall keep the reproductions under strict control in the same manner as provided for in Article 19.2.

19.5 At any time upon request of the Company, the Registered User shall promptly return to the Company or destroy the Confidential Information of the Company and the documents or other storage media containing or including the Confidential Information along with all reproductions thereof in accordance with the instructions of the Company.

Article 20 Effective Term

The Service Agreement shall become effective on the date of the completion of the registration pursuant to Article 3 in respect of the Registered User, and remain in force and effect between the Company and the Registered User until the earlier of the termination of the registration or the cessation of the provision of the Service; provide, however, that the Sale Agreement which is made and entered into before the termination of the Service Agreement shall survive the expiration or termination of the Service Agreement.

Article 21 Amendment and Changes to Terms, etc.

21.1 The Company reserves the right to make amendment or change to the contents of the Service without restriction.

21.2 The Company reserves the right to make amendment or change to the Terms (including, without limitation, the rules and regulations concerning the Service which may be posted on the Website; the same shall apply hereinafter in this Article 21). In the event of any amendment or change to the Terms, the Company shall notify the Registered User to that effect. If the Registered User uses the Service, or fails to take steps to cancel the registration within the time specified by the Company after the notice set forth above, the Registered User shall be deemed to have agreed to such amendment and change made to the Terms.

Article 22 Notice

Any inquiries with respect to the Service or other communications or notices from the Registered Users to the Company, or the notices concerning any amendment to the Terms or other communications or notices from the Company to the Registered User shall be made in accordance with the procedures specified by the Company.

Article 23 Assignment of Terms

23.1 The Registered User shall not assign, transfer, grant security interests on or otherwise dispose of his/her status under the Service Agreement or rights or obligations under the Terms without the prior written consent of the Company.

23.2 In cases where the Company has assigned the business regarding the Service to a third party, the Company may, as part of such assignment of business, assign to the third party assignee its status under the Service Agreement, its rights and obligations under the Terms, and the Registration Information and other information relating to the Registered User, and the Registered User hereby agrees to such assignment in advance. For the purposes of this Article 23.2, the assignment of business referred to above shall include, in addition to the usual form of assignment of business, split of the Company or any other form of restructuring of the Company which would result in a transfer of the business.

Article 24 Entire Agreement

The Terms constitute the entire agreement between the Company and the Registered User with respect to the matters contained herein, and supersede all prior agreements, representations and understandings, whether oral or in writing, between the Company and the Registered User with respect to the matters contained herein.

Article 25 Severability

If any provision of the Terms or part thereof is held to be invalid or unenforceable under the Consumer Contract Law of Japan or other laws or regulations, the remaining provisions hereof shall remain in full force and effect, and the Company and the Registered User shall endeavor to agree to an amendment thereof to the extent necessary to make such invalid or unenforceable provision or part thereof legally operative in order to achieve the same purpose and same legal and economic effect as originally contemplated by such invalid or unenforceable provision or part thereof.

Article 26 Survival of Provisions

The provisions of Articles 5.3, 6 through 8, 9 (to the extent that the price of the Product is unpaid), 10, 11.2, 13.3, 14, 15, 16.2, 16.4, 17 through 19, and 23 through 27 shall survive the expiration or termination of the Terms and remain in full force and effect.

Article 27 Governing Law and Jurisdiction

The Terms shall be governed by the laws of Japan. Any and all disputes arising out of or in connection with the Terms shall be submitted to the exclusive jurisdiction of the Tokyo District Court in the first instance. United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Term and the Sale Agreement.

Article 28 Resolution Through Discussion

Any matters not provided for in the Terms or those giving rise to any doubts with respect to the interpretation of the Terms shall be promptly resolved through good faith discussions between the Company and the Registered User.

[Enacted on , 07/01/2015]

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