2. Brand Partners wishing to use the WEAR are required to completely understand and accept the provisions of the Terms. Upon using the WEAR, the Brand Partners shall be deemed by the Company to have completely understood and accepted all the provisions in the Terms. The employees legally and effectively authorized by the Brand Partners shall be deemed by the Company to have completely understood and accepted all the provisions in the Terms.
3. The Company may, without receiving the prior consent from the Brand Partners, change all or part of the Terms at its own discretion by publicizing or giving notice to the Brand Partners with respect to the change through manners that the Company determines to be appropriate such as making announcements on the WEAR or sending electronic mails to the Brand Partners. The Terms reflecting these changes shall become applicable as of the publication or the notification.
Article 1. Definitions
The capitalized terms used herein shall have the meaning as follows:
(1) “Brand Partners” means those who have applied to be registered as a Brand Partner and have been approved by the Company, provided that they have completely understood and accepted all the provisions in the Terms in accordance with the procedures prescribed by the Company;
(2) “Brand Staff Members” collectively means those who work in the offices or ricks-and-mortar shops (excluding shops online) of the Brand Partners;
(3) “Goods Information” collectively means the following information of the goods to be sold by the Brand Partners; its brand name, goods name, goods picture, snapshot, sales price, category, color, size, barcode information, Seller’s EC Website (defined in (4) of this Article), and other goods related information specified by the Company;
(4) “Seller’s EC Website” means the designated EC website where the Users may buy the goods posted on the WEAR, by directly moving to the EC website from the WEAR.
Article 2. Brand Partnership Registration
1. If any of the following matters are acknowledged, the Company may refuse to approve the brand partnership registration. If any of the following matters arise after completing the brand partnership registration, the Company may, without any prior notification, suspend the relevant Brand Partner’s use of the WEAR, delete the Brand Partner’s account, or take such other measures as the Company deems appropriate.
(1) When the country the Brand Partner is based in statutorily prohibits the use of the WEAR;
(2) When all or part of the registration application from the Brand Partner includes false or misleading facts or information;
(3) When the Brand Partner has, in the past, been punished by the Company for breaching the terms of any of the services (including but not limited to the WEAR) provided by the Company;
(4) When the Brand Partner has, in the past, delayed the payment of a fee or otherwise defaulted without any reasonable excuse with respect to the agreements (including but not limited to the WEAR) executed with the Company; or
(5) When the Company otherwise reasonably decides that the approval of the registration shall be inappropriate regarding the operation and management of the WEAR.
2. If there is no indication of disapproval from the Company with respect to the application, those applying for a brand partnership registration for the WEAR shall be deemed to have been approved as a Brand Partner when the screen moves on to the next screen.
3. Brand Partners shall make efforts to prevent unauthorized uses of its e-mail address and password entered upon its brand partnership registration and shall assume all liabilities on the management thereof. Upon authorizing a Brand Staff Member to use the WEAR, the Brand Partner shall strictly manage the e-mail address and password used by such Brand Staff Member.
4. If the e-mail address and password, sent in relation to the registration of Goods Information or other access to the WEAR, are identical to the e-mail address and password registered to the Company upon applying for the brand partnership registration, the Company shall deem that it has been sent from the Brand Partner that registered it. The Company shall not assume any liability for the damages incurred by the Brand Partner through unauthorized uses and other accidents invoked by using such e-mail address or password.
5. If any or all of the Brand Partner’s information registered to the Company has changed, the Brand Partner shall immediately change the registered information. The Company shall not assume any liability towards the Brand Partner for the damages, if any, incurred by the Brand Partner as a result of not changing the information.
Article 3. Cancelling Registration
1. The Brand Partner may cancel its registration any time by following the procedures prescribed by the Company. The Company shall not assume any liability for the damages, if any, incurred by the Brand Partner for the reason that certain time is required to reflect the completion of the registration cancelling procedures on the WEAR.
2. Upon completing the registration cancelling procedures, the Brand Partner shall accept that it may lose all the rights and opportunities granted with respect to the WEAR including but not limited to, the right to receive any of the services provided in relation to the WEAR, the right to receive information provided through e-mails, and the right to participate in campaigns and surveys.
Article 4. Registration of the Goods Information
1. The Brand Partner may register its Goods Information in accordance with the manners prescribed by the Company.
2. If the Brand Partner registers Goods Information set forth in each Item of Article 7(12) by mistake, it shall immediately amend, change, or delete such registered information.
3. If the Brand Partner (i) receives, or may receive, an administrative guidance in relation to the production, defects in labels, or other problems of the goods or the Seller’s EC Website, or (ii) otherwise determines that there is a serious problem with respect to other goods, it shall immediately notify the matter to the Company and take necessary measures
4. The Company may amend, change, or delete all or part of the Goods Information under any of the following circumstances. The Company may also suspend showing all or part of the Goods Information at its own discretion.
(1) When it is discovered that the goods or the Goods Information breaches the Terms or any applicable acts and regulations;
(2) When taking a necessary measure in order to upload the Goods Information on the WEAR;
(3) When a number of complaints are made by third parties with respect to the Goods Information; or
(4) When the Company reasonably determines that a dispute may arise in relation to the Goods Information.
5. If the Company incurs any damage or loss due to inquiries, complaints, or legal actions (which may be any kind, such as claims for compensation or demands for injunction of use) received from a third party, the Brand Partner shall compensate all such damages and losses. The Company shall not assume any liability for the damages and losses, if any, incurred by the Brand Partner in relation to the Goods Information.
Article 5. Other Information to be Registered
1. The Brand Partner shall enter and manage, with care of a prudent manager, the Brand Partner’s corporate information, shop information, information of staff members, and information uploaded by the Brand Staff Members which are to be shown on the WEAR and shall assume all liabilities for such information.
3. The Brand Partner shall assume all liabilities towards the Company and third parties for the actions and inactions of the Brand Staff Members.
Article 6. Personal Information
All personal information (including privacy information such as browsing records and all other information) that the Company obtains in relation to the WEAR, and all rights to use such information shall vest in the Company.
Article 7. Prohibitions
With respect to the use of the WEAR, the Brand Partners may not perform any of the actions set forth in each of the following Items or any action that may fall under any of them. If any damage, loss, or expense is incurred by the Company or a third party due to the Brand Partner’s breach of this Article, the Brand Partner shall be liable to compensate all those damages. In this event, the Company may, without any prior notification, suspend the Brand Partner’s or the Brand Staff Member’s use of the WEAR, delete its account, or take other appropriate measures at the Company’s discretion.
(1) Taking actions that breach the Terms, laws, cabinet and ministerial orders, regulations or ordinances, and actions that abet, induce, persuade or encourage the performance of the above mentioned breaches;
(2) Using false or misleading information or facts (including but not limited to, information or facts concerning a third party) upon applying for registration;
(3) Interfering with, or posing an obstacle to, the smooth operation of the WEAR;
(4) Unauthorized using others’ e-mail addresses and passwords;
(5) Taking actions that cause any damages, losses or expenses to the Company or a third party, without any reasonable excuse;
(6) Actions which or which may infringe the intellectual property such as copyrights, trade secret, know-how, portrait right, moral right, fame, privacy, publicity and other rights of a third party or the Company;
(7) Grossly harmful, harassing, blasphemous, hateful, relating or encouraging money laundering or gambling;
(8) Harm minors in any way;
(9) Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
(10) Threatens the unity, integrity, defense, security or sovereignty of any country, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
(11) Taking offensive actions to the public policy;
(12) Posting information (including providing links) that leads the viewers to a dating service website, pornographic website, or other illegal or harmful websites;
(13) Using the contents, such as pictures and texts, posted on the WEAR in its own business;
(14) Obtaining, compiling, retaining, selling, distributing, or publicizing the personal information of third parties without receiving a prior consent from the Company and the relevant third party, outside the WEAR;
(15) Using the WEAR for commercial purposes (Provided, however, that this shall not apply if the Company provides a prior consent);
(16) Registering the following Goods Information (including those which may be deemed as such);
(i) Goods Information related to contrabands such as stimulants, narcotics, psychotropic, hemps, opium, poisonous and deleterious substances and hemp seeds and legal drugs (non-controlled drugs);
(ii) Goods Information of obscenities, child pornography related goods, pornographic videos and DVDs, nude pictures, and sexual goods and games;
(iii) Goods Information that infringes a third party’s intellectual property rights such as patent rights, utility model rights, design rights, trademark rights, copyrights and portrait rights;
(iv) Goods Information acquired through fraud, extortion, embezzlement, breach of trust or other illegal means;
(v) Goods Information that abets, induces, persuades or encourages suicide, self-mutilation, or drug abuse;
(vi) Goods Information of grotesque or violent pictures or any other goods that are reasonably determined by the Company to be offensive to the public;
(vii) Goods Information of videos and pictures of highly exposed skin (including those blurred) or any other goods that are reasonably determined by the Company to be indecent;
(viii) Goods Information that solicits, induces or encourages prostitutions or encounters intended to have sex or actions similar to sex, and other indecent actions;
(i) Goods Information that leads to or encourages discrimination with respect to race, ethnic groups, gender, social status, religion, or belief;
(ix) Goods Information of false facts and information or those that may result in misunderstandings or confusions of a third party;
(x) Goods Information that breaches acts and regulations; and
(xi) Other Goods Information that the Company reasonably determines to be inappropriate for the management and operation of the WEAR.
(17) Taking any other actions that the Company reasonably determines to be inappropriate for the management and operation of the WEAR.
Article 8. Changes in Services and Suspension or Discontinuance of the Operation
1. The Company may change all or part of the services constituting the WEAR at its own discretion.
3. The Company may suspend or discontinue all or part of the operation of the WEAR under any of the following circumstances.
(1) When the Company conducts a scheduled or urgent maintenance or checkup of the computer system;
(2) When providing the WEAR becomes impossible or difficult due to unpredictable matters such as fires, blackouts, natural disasters, wars, civil wars, insurgencies, riots, or labor disputes;
(3) When providing the WEAR becomes impossible or difficult due to the malfunction of the computer system, unauthorized accesses from third parties, or infections with computer viruses;
(4) When the suspension or discontinuation of the WEAR is requested by administrative organs, judicial organs, or other public organs, based on considerable reasons; or
(5) When the Company otherwise reasonably determines that the suspension or discontinuation of the system is necessary.
4. In the event of suspending or discontinuing the WEAR pursuant to the preceding Paragraph, the Company shall make efforts to announce to the Brand Partners, or notify the Brand Partners of, the matter in a way the Company considers to be appropriate such as posting a prior notice on the WEAR or by sending electronic mails to the Brand Partners in advance. However, this may not be applicable if the prior announcement or notification is reasonably impossible or difficult, or if the matter is urgent.
5. The Company shall not assume any liability for the damages, if any, incurred by the Brand Partners due to the suspension, discontinuation, or changes in services of the WEAR.
Article 9. Termination of Services, etc.
1. The Company may terminate all or part of the services constituting the WEAR at its own discretion.
2. If the Brand Partner is subject to suspension of the use of the WEAR or deletion of its account in accordance with Article 2 or has cancelled its registration under Article 3, the Company shall suspend the publication of the contents uploaded by the Brand Staff Members such as the pictures and the texts. However, in accordance with Article 11.3, it shall continue to show the Goods Information set forth in Article 4 (excluding the snapshots) and other information set forth in Article 5.
3. In the event of terminating all or part of the services, the Company shall, in accordance with Article 10.3, continue to show the contents uploaded by the Brand Staff Members such as the pictures and the texts, the Goods Information set forth in Article 4, and other information set forth in Article 5.
4. The Terms shall cease to be effective if all the services constituting the WEAR are terminated (including but not limited to, the suspension of use or account deletion of the Brand Partner under Article 2, and the Brand Partner’s cancelling registration under Article 3); provided, however, that Article 1, Article 2.1, 2.4 and 2.5, Article 3, Article 4.3 or 4.5, Article 5.1 and 5.3, Article 6, Article 7, Article 8.1, 8.3 and 8.5, Article 9, Article 10, Article 11.1 and 11.3 or 11.5, and Article 12 or Article 16 shall remain in effect.
Article 10 Disclaimer
1. The Company shall make efforts to assure the security of the services constituting the WEAR and fix and improve the bugs in the server, software, etc. to a commercially reasonable extent, but shall not guarantee the non-occurrence or absence of such matters for the present and the future.
2. In addition to the circumstances in the preceding Paragraph and those otherwise stipulated in the Terms, the Company shall not assume any liability for the damages and losses incurred by the Brand Partners with respect to the following matters.
(1) The contents or the use of the WEAR;
(2) Loss of the registered information or the Brand Partner’s data;
(3) The legality, effectiveness, accuracy, certainty, security, and integrity of the goods and services provided on the Seller’s EC Website;
(4) If a link from the WEAR to another website or resource is provided, the contents, use, and result of use of the linked website (including but not limited to, its legality, effectiveness, accuracy, certainty, security, newness, and integrity);
(5) Measures taken by the Company in accordance with the Terms;
(7) The qualifications and any actions and inactions of the Brand Staff Members.
3. Any damage such as direct damage, indirect damage, contingent damage, incidental damage, or punitive damage shall be subject to the disclaimers set forth by the Company in the Terms. However, if the disclaim to such damage is denied pursuant to the acts and regulations of the country the Brand Partner is based in, the Company’s liability shall be limited to the extent acceptable at most in accordance with the act or the regulation.
Article 11. Intellectual Property Rights, etc.
1. The Company shall exclusively reserve, worldwide, intellectual property rights of the pictures, texts, designs, logos, videos, programs, ideas, banners, music shown on the WEAR, information included in the topics and news shown on the WEAR and e-mail newsletters, and all others related. However, the Goods Information registered by the Brand Partners shall vest in the Brand Partner or a holder of a legal right to use them, unless otherwise agreed between the Company and the Brand Partner in a transaction other than the Terms.
2. The Brand Partners shall only register the Goods Information which they are authorized to use and alienate, and to legally and effectively upload and register.
3. The Brand Partners shall grant the Company and its related companies the right to use all or part of the intellectual property rights of the Goods Information, designs, and logos, free of charge and on a non-exclusive basis worldwide, to the extent necessary for the services separately provided by the Company and its related companies. The right shall be used for the WEAR, advertisements of the services operated by the Company, and projects of the Company or its related companies.
4. If any dispute arises between the Brand Partner and a third party due to the Brand Partner’s breach of the provisions in this Article, the Brand Partner shall settle such dispute at its own expense and responsibility and shall not cause any damage, loss, or expense to the Company. If any damage, loss, or expense is incurred by the Company, the Brand Partner shall compensate or pay for such damages, losses, or expenses.
5. When the Brand Staff Members are to use the WEAR, the Brand Partner shall cause the Brand Staff Member not to exercise, during and after its career, its moral right, author’s moral right, portrait right, rights of fame, privacy right, and publicity right towards the Company now and in the future.
Article 12. No Assignments of Rights and Obligations
Without the prior written consent from the Company, the Brand Partners may not assign, transfer, or pledge to a third party, or otherwise alienate its contractual status or any rights or obligations under the Terms.
Article 13. Compensation for Damages
The Brand Partner shall assume all liabilities for the damages incurred by the Company or a third party for reasons attributable to the Brand Partner, unless otherwise stipulated in the Terms.
Article 14. Severability
Though any of the stipulations in the Terms may become invalid or illegal, such invalidity or illegality shall not, in any sense, affect the other stipulations in the Terms or their interpretations and applications, damage their legalities and effectiveness, or void them.
Article 15. Governing Law
The Terms shall be governed by the laws of Japan. Regardless of its reason, if the application of the laws of Japan is unaccepted upon the application or the performance of the Terms, the intent and stipulations of the Terms shall be respected to the utmost extent and disputes shall be settled under the Terms.
Article 16. Jurisdiction
The Tokyo District Court shall be designated as the exclusive court of jurisdiction for the first instance for all disputes arising in relation to the Terms.
Article 17. Contact us
If you have any questions about the Terms or how to exercise your rights, please contact at WEAR Customer Support Center (the officer in charge: Mineki Okura) at email@example.com
Last Updated on May 22, 2015
Legislated on October 31, 2013