Article 1 (Purpose)
The "Tenpos Star" Membership Conditions (hereinafter referred to as "these Conditions") stipulate the matters that Members (defined in Article 3) must comply with when applying to use the services (details of which are set out in Article 3, hereinafter referred to as "the Services") provided by Tenpos Busters Co., Ltd. (hereinafter referred to as "the Company") on the tourist information website for foreign visitors to Japan, "Tenpos Star" (hereinafter referred to as "the Site"), which is managed and operated by the Company.
Article 2 (Application)
1. These Terms apply between the Company and the Affiliate when the Affiliate uses the Service.
2. In addition to these Terms, the Company may stipulate various conditions that apply to the Affiliate's use of the Service (including procedures and other conditions presented in the course of the Affiliate's use of the Service. Hereinafter referred to as "Individual Terms of Use", and these Terms and Individual Terms of Use are collectively referred to as "These Terms, etc."), and if Individual Terms of Use are stipulated, the Individual Terms of Use will apply between the Company and the Affiliate together with these Terms. In the event of a discrepancy between the provisions of the Individual Terms of Use and these Terms, the provisions of the Individual Terms of Use will take precedence over the provisions of these Terms, as far as the use of the Individual Service (defined in the next article) that is the subject of the Individual Terms of Use is concerned.
3. When an Affiliate uses an Individual Service to which Individual Terms of Use apply, the Company shall deem the Affiliate to have agreed to the Individual Terms of Use for that Individual Service.
Article 3 (Definitions)
The definitions of terms in these Terms shall be as set forth in the following items, unless it is clear that they have a different meaning in the context.
(1) This Service This refers to the collective term for the following services that the Company provides to Affiliates on this Site.
① Listing service A service that provides users (as defined in Item 4 of this Article, regardless of the means of use, such as personal computers and mobile phones) with public transmission or other methods by posting information about franchisees on websites operated by the Company (including but not limited to this Site) on the premise that the franchisees agree to the Company owning and using all or part of information about franchisees and information about individuals, corporations, or other organizations (hereinafter referred to as "designated store operators") other than franchisees that operate stores or facilities designated by the franchisees as targets of this service (hereinafter referred to as "designated stores") (collectively referred to as "franchisee information" and including copyrighted material, trademarks, trade names, logos, and all other information provided by the franchisees or designated store operators).
② Management system provision service A service that provides a management system (hereinafter referred to as the "management system") that has functions that allow franchisees to access this Site from their communication terminals, register and change their franchisee information themselves, and other functions necessary for franchisees to use this service.
③ Rating diagnostic service As a service related to or incidental to the listing service and management system provision service, a store rating inspector visits designated stores to check the stores and to rate designated stores to be listed on this site (hereinafter referred to as the "rating service"). (2) Affiliate: A person who has entered into this Agreement as set forth in Article 5, Paragraph 7 with the Company. (3) Affiliate Page: A web page on this site on which information on affiliates is posted. (4) User: A person who visits this site and a person who, after viewing this site and the affiliate page, wishes to use the services provided by the affiliate (hereinafter referred to as the "affiliate service") or who actually receives the affiliate service. Article 4 (Provision of Individual Services, etc.) 1. Affiliates may apply to use the individual service in accordance with the method specified by the Company and use it based on these terms and conditions. However, the Company is not obligated to accept such application.
2. If the Company determines that such application will be effective in promoting the sales of the Affiliates, the Company may provide various benefits or services free of charge in accordance with these terms and conditions at its discretion.
3. Details of the Service and Individual Services (including but not limited to the design, layout, configuration or function of the Site, the Affiliate Page or the Management System, and the address of the Site or the Affiliate Page) will be determined by the Company, and the Company may freely review such details at any time.
Article 5 (Contract Formation)
1. Any person who wishes to use the Service (hereinafter referred to as the "User") shall apply to use the Service by submitting the application form (hereinafter referred to as the "Application Form") designated by the Company in accordance with the procedures designated by the Company.
2. If requested by the Company, the Applicant shall submit documents that the Company deems necessary (hereinafter, together with this application form, the "Documents to be submitted").
3. Any person who applies to use the Service on behalf of the Applicant by this application form represents or represents the Applicant, or is delegated by the Applicant, and represents and warrants that he/she has the legitimate and necessary authority to enter into this Agreement and perform the obligations hereunder.
4. By submitting an application pursuant to the provisions of paragraph 1, the Company shall deem that the Applicant has agreed to all of the contents of these terms and conditions, and the Applicant shall not raise any objections to this.
5. When the Company receives the Documents to be submitted by the Applicant, the Company shall review these contents and whether the Applicant satisfies the items listed below (hereinafter, the "Screening Criteria"), and shall decide whether to accept the application from the Applicant.
(1) There are no falsehoods, errors or omissions in the documents submitted.
(2) The necessary licenses and permits for business have been obtained.
(3) There have been no delays in performance or other defaults on obligations to business partners or employees in the past year.
(4) The Company can respond sincerely to inquiries or complaints from users or other third parties.
(5) There is no difficulty in performing the obligations under this Agreement.
(6) There has been no past conduct listed in any of the items of Article 13, Paragraph 1 (prohibited acts).
(7) At the time of application, there is no reason listed in any of the items of Article 22, Paragraph 2 (termination of the agreement by the Company).
(8) There has been no past conduct that can be considered as clearly illegal outside of the relationship with the Company.
(9) There is no violation of other standards separately determined by the Company.
6. After the screening process in the preceding paragraph is complete, the Company shall notify the applicant of the results without delay using the method specified by the Company. If the Company does not accept the application, the Company is under no obligation to notify the applicant of the reason, and the applicant shall not be able to object to this.
7. The contract containing these conditions (hereinafter referred to as "this Agreement") shall be established when the Company accepts the application of the applicant who meets the screening criteria and the conclusion of the sales contract is completed.
8. Even after the establishment of this Agreement pursuant to the provisions of the preceding paragraph, the Company may cancel the acceptance of the application if it determines that the Affiliate does not meet the items listed in each item of paragraph 5. If the Company cancels the acceptance of the application, the Company is under no obligation to notify the Affiliate of the reason, and the applicant shall not be able to object to this.
9. If the Company provides the Service for a fee, the Affiliate shall be notified in a reasonable time. If the Affiliate does not wish to change to a fee-based change, the Company may terminate the contract within a reasonable time, and the Affiliate shall agree to this.
10. Even if the Affiliate incurs disadvantage or damage as a result of the Company canceling the acceptance of the application pursuant to the provisions of the preceding paragraph, the Company shall not bear any responsibility.
Article 6 (Posting Procedure)
1. If the Affiliate requests the Company to cancel the application, the Affiliate shallIn such cases, the Affiliate shall provide the Affiliate information to be posted on the Site in accordance with the method specified by the Company, and the Company shall process the Affiliate information as necessary before registering it on the Site, and the Affiliate shall review and approve the content of the Affiliate information.
2. The Company shall commence provision of the Posting Service without delay after the Affiliate's approval under the preceding paragraph.
3. The Company shall promptly grant the Affiliate an ID and password (hereinafter referred to as the "Account") necessary to use the Management System after the commencement of the Posting Service.
4. The Company shall not be liable for any delay in the Affiliate's provision of the Affiliate information under paragraph 1 of this Article or any other malfunction, incomplete posting, or non-posting of the Affiliate information that is not attributable to the Company.
5. The provisions of this Article shall not apply if the Affiliate uses the Management System to register the Affiliate information on the Site by itself when applying to use the Service (hereinafter referred to as the "Online Posting Procedure").
Article 7 (Online Posting Procedure)
1. If an Affiliate selects the online posting procedure when applying to use the Service, the Company will grant the Affiliate an account promptly after the conclusion of this Agreement.
2. In the case of the preceding paragraph, after receiving the account, the Affiliate will register the Affiliate information on the Site, and the Company will promptly confirm and approve the registered Affiliate information before beginning the posting service.
3. The Company shall not be liable for any malfunction, incomplete posting, or non-posting of Affiliate information not attributable to the Company, such as a delay in the Affiliate's registration of Affiliate information as described in the preceding paragraph.
Article 8 (Contract Period)
1. The contract period of this Agreement (hereinafter referred to as the "Agreement Period") shall be from the date of this Agreement's establishment to the day before the anniversary of the date on which the Affiliate Page subject to the Posting Service is posted. Unless one party notifies the other party in writing of its intention not to renew this Agreement at least one month prior to the expiration date of this Agreement, this Agreement shall be automatically renewed for one year under the same conditions, and the same shall apply thereafter.
2. Notwithstanding the provisions of the preceding paragraph, Article 5, Section 9 of these Terms shall apply, and the Affiliate agrees to this regardless of the reason.
Article 9 (Consideration and payment conditions for this Service)
1. The consideration for this Service shall be the amount specified in this Application Form and the Purchase and Sale Agreement.
2. The fee for individual services other than those described in this application form shall be the amount determined by the Company for each individual service in the individual terms of use for that individual service.
Article 9-2 (Cost of Rating Service)
1. If a rating diagnostician visits a designated store for the rating service and eats or drinks in order to provide the rating service, the member shall bear the cost of the meal, and the Company shall not make any claim, regardless of the reason.
2. In the preceding paragraph, this does not apply if the meal or drink is expensive and not necessary for the implementation of the rating service, or if a third party other than the rating diagnostician clearly ate or drinks, and the member shall present evidence of this (not limited to written or photographic form) to the Company.
Article 10 (Account Management)
1. Affiliates must manage their accounts securely and appropriately, and must not use them for purposes other than those of the Service, and must not disclose or allow third parties to use them, unless they have received the Company's prior written consent.
2. Notwithstanding the provisions of the preceding paragraph, Affiliates may disclose their accounts to and allow third parties to use them only at the Affiliate's own responsibility. However, if Affiliates disclose their accounts to and allow designated store managers to use them, they must impose obligations equivalent to those set forth in this article on the designated store managers.
3. The Company shall not be liable for any damages incurred by Affiliates, designated store managers, or other third parties through the use of their accounts that are not attributable to the Company.
4. In the event that a dispute arises between the Company and the Designated Store Manager or other third party due to a reason attributable to the Member or the Designated Store Manager when the Member uses the account, the Member shall indemnify the Company and be responsible for defending the Company from the dispute and resolving the dispute at the Member's own responsibility and expense.
5. Notwithstanding the provisions of the preceding paragraph, if the Company determines it is necessary to deal with the dispute in the preceding paragraph, the Company may respond to the dispute. The Member shall bear all expenses (including but not limited to litigation costs and attorney's fees) incurred by the Company in responding to the dispute.
Article 11 (Changes or corrections to Member information)
1. In the event that any changes occur to the Member information or there is an error in the Member information, the Member must immediately make the change or correction.
2. The Member shall make the changes or corrections in the preceding paragraph using the management system.
3. Notwithstanding the provisions of paragraph 1, if any item of franchisee information that is subject to change or correction under said paragraph falls under any item that the Company specifies as an item that a franchisee cannot change or correct by itself, the franchisee must immediately notify the Company of the content of said change or correction in accordance with the method specified by the Company.
Article 12 (Intellectual Property Rights, etc.)
1. All rights (including but not limited to intellectual property rights as defined by laws and regulations, such as copyrights, and rights related to legally protected interests; the same applies below) related to the text, photographs, videos, programs, and other characters, figures, colors, sounds, actions, or images, or combinations thereof, posted on this site or created or provided in connection with this service (including but not limited to works posted on this site or provided in this service and other information constituting this service, and the design, layout, or structure of this site, excluding affiliate information; hereinafter referred to as "Posted Information, etc.") belong to the Company or the person who holds the rights to the Posted Information, etc., and affiliates may not use the Posted Information, etc., regardless of the technical method. However, this does not apply if the Company's consent is obtained (including the case where the consent of the person who holds the rights to the Posted Information, etc. is obtained through the Company).
2. All rights to the Affiliate Information (including rights related to legally protected interests, including but not limited to intellectual property rights such as copyrights, as defined by laws and regulations; the same applies below) belong to the Affiliate or any other person who has rights to the Affiliate Information.
3. The Affiliate grants the Company a license to use the Affiliate Information, in whole or in part, by copying, adapting, publicly transmitting, or otherwise, to the extent necessary for the Company to provide the Service, free of charge.
4. The Affiliate grants the Company a license to provide the Affiliate Information, in whole or in part, to individuals, corporations, or other organizations approved by the Company (hereinafter referred to as "Information Users"), free of charge, regardless of the technical means, and the Information Users may use the Affiliate Information, free of charge, by copying, adapting, publicly transmitting, or otherwise, in media that they create or publish themselves (including but not limited to websites, blogs, e-mail newsletters, newspapers, and magazines, regardless of whether the media are created or published for a fee).
5. In addition to the two preceding paragraphs, Affiliates grant the Company a license to use the Affiliate Information, in whole or in part, free of charge, by means of reproduction, adaptation, public transmission, etc., within the scope of the Company's business related to the provision of the Service.
6. Affiliates will not exercise their moral rights, any other intellectual property rights, or any other rights (hereinafter collectively referred to as "Intellectual Property Rights, etc.", including rights related to interests protected by law) against the Company or the information users, and will not allow the holder of the Affiliate Information to exercise these rights. However, if the information user uses the Affiliate Information in violation of the terms of use, guidelines, or other contract between the information user and the Company established in advance by the Company (hereinafter referred to as "Information Terms of Use, etc."), thereby infringing or risking infringement of the Affiliate's rights, Affiliates may exercise their Intellectual Property Rights, etc. against the information user and allow the holder of the Affiliate Information to exercise these rights.
7. Affiliates guarantee that the posted information, etc. does not infringe any copyrights, trademark rights, portrait rights, publicity rights, or other rights of any third party.
8. If the Company or the information user is infringed by a third partyIn the event that a claim for damages, injunction or other suit is filed against the Member, the Member shall resolve the dispute with the third party at its own responsibility and expense, and the Member acknowledges that the Company or the information user shall bear no responsibility whatsoever, regardless of the reason.
Article 13 (Prohibited Acts)
1. When using the Service, Members must not engage in any of the following acts (including any acts that the Company determines may fall under any of the following acts).
(1) Any act that causes a third party to confuse or misunderstand the provider of this service or the provider of products or services. (2) Any act that slanders or libels the products or services of our company or a third party, or that damages the dignity or reputation of our company or a third party.
(3) Any act that infringes the rights of a third party, such as copyright, trademark right, portrait right, or publicity right (including rights related to interests protected by law, including intellectual property rights such as copyrights, as stipulated by law).
(4) Any act that violates laws and regulations.
(5) Any act that goes against public order and good morals.
(6) Any act that engages in or encourages specific political, ideological, or religious activities.
(7) Any act that causes inconvenience to a third party.
(8) Any act that interferes with the operation of this site or the provision of this service.
(9) Any other act that our company prohibits separately.
2. Affiliates must not include any information that falls under any of the following items in their franchise information (including information that the Company judges to be likely to fall under any of the following items).
(1) Information that is not factual or whose veracity is questionable
(2) Information that arouses sexual curiosity, is grotesque, or otherwise causes discomfort to users
(3) Information that is created using methods not approved by the Company
(4) Information that contains computer viruses, harmful programs, etc.
(5) Any other information that the Company separately prohibits
3. If an Affiliate violates paragraph 1 or the preceding paragraph, the Company may request the Affiliate to cease the violation or change or modify the Affiliate Information, and the Affiliate must comply with this request. In addition, in such cases, the Company may change or modify the Affiliate Information itself, or suspend the provision of all or part of the Service without notice.
Article 14 (Responsibilities for the Provision of Affiliate Services, etc.)
1. Affiliates shall respond promptly and in good faith to inquiries, applications, etc. from users regarding the provision of Affiliate Services, etc. 2. Affiliates shall comply with the Consumer Contract Act, the Specified Commercial Transactions Act, the Act against Unfair Premiums and Misrepresentations, the Installment Sales Act and other relevant laws and regulations when providing Affiliate Services, etc. 3. A contract for the provision of Affiliate Services, etc. (hereinafter referred to as the "Affiliate Service Provision Agreement") is concluded between the Affiliate and the user, and the Company shall not be a party to the Affiliate Service Provision Agreement. Affiliates shall exercise their rights and perform their obligations under the Affiliate Service Provision Agreement (including but not limited to providing necessary explanations for the provision of Affiliate Services, and entering into the Affiliate Service Provision Agreement) directly to users, at the Affiliate's own responsibility and expense, regardless of whether this Agreement is in effect or has ended.
4. Affiliates shall clearly display the contents of the preceding paragraph to users on their Affiliate pages.
5. In the event of a dispute arising between a user or a third party related to the user and the Company or an Affiliate arising from or in connection with the Affiliate Service Provision Agreement (including, but not limited to, disputes arising from or in connection with amendments or cancellations of the Affiliate Service Provision Agreement, or disputes arising from defects in the services that are the subject of the Affiliate Service Provision Agreement, except where the dispute arises due to reasons attributable to the Company), the Affiliate shall indemnify the Company and be responsible for defending the Company from and resolving the dispute at the Affiliate's own responsibility and expense.
6. Notwithstanding the provisions of the preceding paragraph, if the Company deems it necessary regarding the dispute in the preceding paragraph, the Company may, without the Affiliate's consent, provide information regarding the dispute to the user or a third party related to the user, or provide other cooperation, or the Company itself may respond to the dispute. The Affiliate shall bear all expenses (including, but not limited to, litigation costs and attorney's fees) incurred by the Company in responding to the dispute.
7. Affiliates shall respond appropriately in resolving disputes under paragraph 5, and shall report progress to the Company from time to time. Furthermore, if an Affiliate issues a notice to a User or a third party related to the User in resolving the dispute, the Affiliate shall report the content of the notice in advance to the Company.
8. Affiliates may not refuse to provide the rating service regardless of the reason, and shall cooperate in providing the service, and shall hold the designated store operator responsible for the same. Furthermore, if the service cannot be provided due to the fault of the Affiliate or the designated store operator, the Company shall be exempt from liability regardless of the reason.
Article 15 (Responsibility for Affiliate Information
1. Affiliates shall, at their own responsibility and expense, complete all necessary rights processing in advance with third parties to ensure that the use of Affiliate Information by the Company or information users does not infringe on the rights of third parties, such as copyright, trademark rights, portrait rights, and publicity rights (including rights related to interests protected by law, not limited to intellectual property rights such as copyrights stipulated by law).
2. If a dispute arises between the Company or an Affiliate and a third party arising from or in connection with the use of Affiliate Information by the Company or the information user (unless the dispute arises due to reasons attributable to the Company), the Affiliate shall indemnify the Company and shall be responsible for defending the Company from and resolving the dispute at the Affiliate's own responsibility and expense. However, if the Company deems it necessary, the Company may respond to the dispute, and the Affiliate shall bear all expenses incurred by the Company in responding to the dispute (including, but not limited to, litigation costs, attorney's fees, etc.).
3. Notwithstanding the provisions of the preceding paragraph, if the Company determines that an information user has used franchisee information in violation of the information terms of use, etc., thereby infringing or threatening to infringe the rights of franchisees or designated store managers, the Company will request the said information user to cease such violation, etc., in accordance with the method prescribed by the Company. However, if the said information user infringes the rights of franchisees or designated store managers by using franchisee information in violation of the information terms of use, etc., despite the Company having taken measures under this article, the Company shall not bear any further responsibility to the franchisees and designated store managers.
Article 16 (Affiliate's Responsibility Regarding Designated Store Managers)
1. When a franchisee designates a facility or store operated by a Designated Store Manager as a Designated Store, the franchisee shall, at the franchisee's responsibility and expense, obtain the Designated Store Manager's prior consent to the designation, and shall have the Designated Store Manager agree to conditions equivalent to these Terms, etc. (including, but not limited to, conditions that limit the Company's liability to which the franchisee agrees, and conditions regarding the obligations and responsibilities that the franchisee assumes under these Terms, etc., excluding conditions regarding the fee for the Service), and shall be responsible to the Company for having the Designated Store Manager assume and comply with the obligations and responsibilities set forth in such conditions. The Company may consider the acts and intentional acts/negligence of the Designated Store Manager to be the acts and intentional acts/negligence of the franchisee, and hold the franchisee responsible for the acts of the Designated Store Manager.
2. If a dispute arises between our company, the franchisee and the designated store operator arising from or in connection with the franchisee's designation of a facility or store operated by the designated store operator as a designated store (excluding cases where the dispute arises due to reasons attributable to our company), the franchisee shall indemnify our company and be responsible for defending our company from the dispute and resolving the dispute at the franchisee's own responsibility and expense.
3. Notwithstanding the provisions of the preceding paragraph, if our company determines it is necessary to respond to the dispute in the preceding paragraph, our company may respond to the dispute. The franchisee shall bear all expenses (including but not limited to litigation costs and attorney's fees) incurred by our company in responding to the dispute.
Article 17 (Obligation to cooperate in investigations)
If the Company deems it necessary to confirm the accuracy of the fee for the Service, it may request the Affiliate to investigate sales, etc. that are the basis for the calculation of the fee, submit documents, books, records, materials, etc. related to the calculation of the fee, and other necessary cooperation, and the Affiliate shall cooperate in this matter.
Article 18 (Suspension of provision of the Service, etc.)
1. In any of the following cases, the Company may suspend provision of all or part of the Service without prior notice to the Affiliate.
(1) When it is impossible or difficult to provide the Service due to maintenance, inspection, or upgrades of the Company's servers or systems.
(2) When it is impossible or difficult to provide the Service due to reasons not attributable to the Company, such as an accident at the equipment of a telecommunications carrier, fire, power outage, natural disaster, or social unrest.
(3) When the Affiliate violates these Terms, etc.
2. When an Affiliate is unable to provide the Affiliate Service, etc., due to unavoidable circumstances, or is unable to respond to users for a certain period of time, the Affiliate must immediately notify the Company of such fact. In such cases, the Company may take necessary measures, such as displaying such fact on the Affiliate's page, or may suspend provision of all or part of the Service, such as by ceasing to display the Affiliate's page, without prior notice to the Affiliate.
3. Even if the Company suspends the provision of all or part of the Service without notice based on the provisions of the preceding two paragraphs, the Company shall not be liable for any damages incurred by the Affiliate as a result. Even in this case, the price of the Service shall not be reduced.
Article 19 (Compensation)
1. Except in cases where the Company's liability for damages is exempted in these Terms, etc., the Company's liability to the Affiliate or Designated Store Operator arising from or in connection with the Service shall be limited to the scope of ordinary damages (excluding special damages, indirect damages, and lost profits, regardless of whether they were foreseeable) that actually occurred as a direct result of the causative act, regardless of the cause of the claim. However, this does not apply in cases where the Company is guilty of willful or gross negligence.
Article 20 (Handling of Personal Information and Confidential Information)
1. The Affiliate shall handle the contents of this Agreement and all information learned directly or indirectly through this Service (including, but not limited to, the User's name, email address, telephone number, gender, date of birth, address, reservation history, purchase history and all other information related to the User, as well as information that is confidential to the Company, hereinafter referred to as "Confidential Information, etc.") in compliance with the Personal Information Protection Act, the Unfair Competition Prevention Act and other laws and regulations, and shall strictly manage such information in a safe and appropriate manner, regardless of whether the Affiliate is in the middle of this Agreement or has terminated this Agreement, and shall not use such information for purposes other than those for which the Affiliate has given prior written consent from the Company, and shall not disclose such information to or allow such information to be used by a third party.
2. Notwithstanding the provisions of the preceding paragraph, the Affiliate may disclose and allow the Designated Store Operator to use such Confidential Information, etc., at the Affiliate's own responsibility, only. However, if a franchisee discloses confidential information, etc. to a designated store manager and allows the designated store manager to use it, the franchisee must impose obligations on the designated store manager equivalent to those set forth in this article.
3. The Company shall not be liable for any damages caused to the franchisee, designated store manager, or other third party through a franchisee's use of confidential information, etc., not due to reasons attributable to the Company.
4. If a dispute arises between the Company and a designated store manager or other third party through a franchisee's use of confidential information, etc., due to reasons attributable to the franchisee or designated store manager, the franchisee shall indemnify the Company and be responsible for defending the Company from and resolving the dispute at the franchisee's own responsibility and expense.
5. Notwithstanding the provisions of the preceding paragraph, if the Company determines it is necessary to deal with the dispute in the preceding paragraph, the Company may respond to the dispute. The franchisee shall bear all expenses (including but not limited to litigation costs and attorney's fees) incurred by the Company as a result of the Company responding to the dispute.
Article 21 (Termination of this Agreement by the Affiliate)
1. Even during the term of this Agreement, the Affiliate may terminate this Agreement on the Affiliate's desired termination date (hereinafter referred to as the "Desired Termination Date") by notifying the Company of its intention to terminate this Agreement at least one month prior to the Affiliate's desired termination date in accordance with the method specified by the Company. However, if the Company's termination procedures are not completed by the Desired Termination Date, this Agreement will terminate on the date the termination procedures are completed.
2. The Affiliate shall notify the Company's employees of its intention to terminate in writing or by email, etc.
Article 22 (Termination of this Agreement by the Company)
1. The Company may terminate this Agreement during the term of this Agreement by notifying the Affiliate in writing or by email, effective as of the date of arrival of such notice.
2. In the event that any of the following items apply, the Company may immediately terminate this Agreement without any notice or warning to the Affiliate, as well as suspend provision of the Services and delete the Affiliate's information from the Site. In such a case, the Affiliate shall automatically lose the benefit of the term of all debts owed to the Company (including, but not limited to, debts owed under this Agreement) and shall immediately repay such debts. The termination of this Agreement under this Article shall not prevent the Affiliate from making a claim for damages.
(1) If the franchisee violates these terms and conditions, etc.
(2) If the franchisee terminates the use of the listing service, regardless of the reason for termination
(3) If it is later discovered that the franchisee does not meet the screening criteria, or if the Company determines that the franchisee no longer meets the screening criteria after the franchisee joined
(4) If the franchisee violates the contract with the payment collection company designated by the Company
(5) If the franchisee or the designated store manager suspends or terminates the business of a restaurant or other business
(6) If the franchisee or the designated store manager receives a warning, recommendation, or disposition from a supervisory agency regarding his/her business
(7) If the franchisee or the designated store manager does not have the necessary licenses and permits to operate his/her business
(8) If the whereabouts of the franchisee become unknown due to reasons attributable to the franchisee, such as failure to notify a change of address
(9) If a member is subject to a petition for provisional attachment, provisional disposition, attachment or auction, or is subject to a petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or specific mediation, or other similar proceedings, or if the member himself/herself files a petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or specific mediation, or other similar proceedings.
(10) If a member stops making payments or receives a warning or dishonor from a bill clearing house.
(11) If a member is subject to a disposition for default on public taxes and dues.
(12) In addition to the three preceding items, if the Company determines that a member's financial or credit status has deteriorated.
(13) If a member resolves to reduce capital, merge, transfer all or a significant part of its business, or dissolve. (14) If the Company determines that a member's actual control over the company has changed due to changes in the shareholder structure, officers, etc., and that the company no longer has the same identity as the previous company.
(15) If the Affiliate does not give the approval under Article 6, Paragraph 2 or does not register under Article 7, Paragraph 2, and therefore the Company is unable to provide the Service after a reasonable period of time has passed.
(16) If the Company determines that there is a reason equivalent to any of the items in this paragraph.
(17) If the Company otherwise determines that the Affiliate is unable to fulfill this Agreement.
Article 23 (Disclaimer)
1. The Company does not guarantee that the Service will meet the Affiliate's requirements, expectations, or specific purposes.
2. The Company does not guarantee that the content, notation, or other items available for viewing on the Affiliate's page will meet the Affiliate's requirements, expectations, or specific purposes.
3. The Company makes no representations or warranties, whether express or implied, whether oral or written, regarding documents or other goods or services provided in connection with the Service.
4. The Company shall not be liable for any loss or damage of Member Information.
Article 24 (Force Majeure)
The Company shall not be liable for any damages or losses arising from any breach of this Agreement, whether directly or indirectly caused by natural disasters, geological acts, wars, riots, epidemics, labor disputes, fires, the establishment or amendment of laws and regulations, regulations or other actions by governments or local public entities, delays in performance or other defaults by third parties, including but not limited to suppliers, subcontractors, or electricity or communications providers, infection by computer viruses that cannot be prevented by reasonable security measures, cyber attacks, or other force majeure. The Company shall not be liable to the Affiliate for any delay in the performance of obligations under these Terms and Conditions or any other default in performance of obligations under these Terms and Conditions.
Article 25 (Handling after termination of this Agreement)
Regardless of the reason for termination, if there are any outstanding obligations under these Terms and Conditions at the time of termination, these Terms and Conditions will apply to such obligations until all of the obligations are fulfilled.
Article 26 (Consignment)
The Company may, at its own responsibility, entrust all or part of the business related to the Service to a third party.
Article 27 (Transfer and Succession of Rights and Obligations)
Affiliates may not transfer, have a third party assume, or pledge as security any of their status under this Agreement or any rights or obligations arising from this Agreement, except with the prior written consent of the Company.
Article 28 (Notification and Notification)
1. If there are any changes to the information provided in this application form, Affiliates must notify the Company in writing in advance (or without delay after the fact if unavoidable) in accordance with the procedures specified by the Company.
2. All notices from the Company to the Affiliate under these Terms and Conditions shall be sent by mail, facsimile or e-mail, whichever method the Company chooses, to the Affiliate's head office address, facsimile number or e-mail address stated in the Application Form submitted by the Affiliate to the Company, and sending the notice shall suffice. In addition, such notices shall be deemed to have reached the Affiliate on the day that mail would normally be delivered if sent by mail, and at the time of sending if sent by facsimile or e-mail.
3. If a notice, etc. from the Company to the Affiliate is delayed or does not arrive due to the Affiliate's failure to fulfill the notification obligation under Paragraph 1, it shall be deemed to have reached the Affiliate at the time that it would normally be received. Furthermore, the Company shall not be liable in any way for any disadvantage suffered by the Affiliate due to the Affiliate's failure to fulfill the notification obligation under Paragraph 1.
Article 29 (Changes to these Terms by the Company)
1. The Company may change the contents of these Terms without prior notice to the Affiliates.
2. If the Company changes these Terms in accordance with the provisions of the preceding paragraph, the Company shall notify or publish the changed conditions to the Affiliates in a manner designated by the Company, and if the Affiliates do not object to the changes to these Terms within two weeks of the notice specified in this paragraph, the Affiliates shall be deemed to have consented to the changes to the contents of these Terms.
3. Notwithstanding the provisions of the preceding two paragraphs, the Company may change these Terms, etc. by notifying the Affiliates in advance in a manner deemed appropriate by the Company (including posting on the management system, communication by mail sent by the Company, etc.) in respect of changes that have a significant effect on the rights and obligations of the Affiliates. If the Affiliates do not object to the changes to these Terms, etc. within two weeks of the notice specified in this paragraph, the Affiliates shall be deemed to have consented to the changes to these Terms, etc.
Article 30 (Exclusion of anti-social forces)
1. Members guarantee that they do not fall under any of the following items, and promise that they will not fall under any of the following items in the future.
(1) Organized crime group or organization related to an organized crime group
(2) Organized crime group member or associate member
(3) Corporate racketeer, etc.
(4) Political activity or social movement swindler
(5) Special intelligence violent group, etc.
(6) Person who coexists with anti-social forces
(7) Person who has a social or economic relationship with any of the preceding items
(8) Other persons equivalent to any of the preceding items
2. Members promise that they will not, either themselves or through a third party, engage in any of the following acts.
(1) Violent demands
(2) Unreasonable demands that exceed legal responsibility
(3) Using fraudulent means or force to damage the other party's credit or disrupt their business in a transaction
(4) Any act prohibited by the "Law for Prevention of Unfair Acts by Organized Crime Group Members"
(5) Any act of informing a person that falls under any of the items in the preceding paragraph, or that they are related to such a person
(6) Any other act equivalent to any of the items in the preceding paragraph
3. If it is discovered that a franchisee has committed any of the acts in the items of paragraph 1 of this article, or any of the items in paragraph 2 of this article, or has made a false statement regarding the guarantee or undertaking in paragraph 1 of this article, the Company may immediately terminate this Agreement without any notice. Furthermore, even if damage is caused to the franchisee as a result of this, the Company shall not be liable for compensation for any damage.
Article 31 (Use of Affiliate Information after Termination of this Agreement)
Regardless of the reason for termination, even after the termination of this Agreement, the Company may continue to use the Affiliate Information within the scope of the Company's business, such as by providing it to Users (including users of various media such as websites operated by the Company other than this Site).
Article 32 (Complete Agreement)
This Agreement constitutes the entire agreement between the Company and the Affiliate at the time of the execution of this Agreement, and any express or implied agreements, discussions, proposals, or sales materials regarding the Service between the Company and the Affiliate prior to the execution of this Agreement shall have no effect.
Article 33 (Discussion)
With regard to any matters not specified in these terms and conditions or any other matters in which doubts arise regarding the interpretation of these terms and conditions, the Company and the Affiliate shall discuss in good faith and seek to resolve them promptly.
Article 34 (Governing Law, Court of Jurisdiction)
These terms and conditions shall be interpreted in accordance with the laws of Japan, and the parties agree that the Tokyo District Court or the Tokyo Summary Court shall be the court of first instance with exclusive jurisdiction over any disputes arising from or related to this Agreement, depending on the amount of the claim.
Article 35 (Remaining Provisions)
The provisions of Article 12 (Intellectual Property Rights, etc.), Article 19 (Compensation), Article 20 (Handling of Personal Information and Confidential Information), Article 23 (Disclaimer), Article 27 (Transfer and Succession of Rights and Obligations), Article 28 (Notification and Notification) Paragraphs 2 and 3, Article 30 (Exclusion of Antisocial Forces), Article 32 (Complete Agreement), Article 33 (Consultation), and Article 34 (Governing Law, Court of Jurisdiction), and other provisions that should naturally remain in effect by their nature, shall remain in effect even after the termination of this Agreement.
Enacted on May 21, 2023