Term

TYPICA Platform Terms of Use

These Terms and Conditions set forth the basic matters required for the use of the Direct Trading Platform for Coffee Beans (hereinafter referred to as the “Platform”) provided by TYPICA Corporation (hereinafter referred to as the “TYPICA”) to engage in transactions of coffee beans between Roaster and TYPICA.
In order to use Platform to buy coffee beans, you must read the full text of this Terms of Use and consent to this Terms of Use.

Article 1 (Purpose)
The purpose of this Terms of Use is to set forth the terms of provision of Platform and the rights and duties with regard to the transactions of coffee beans (hereinafter referred to as the “Product”) between TYPICA and a registered user who has been registered as Roaster on Platform in accordance with the provisions of Article 3 (hereinafter referred to as the “Roaster”).

Article 2 (Application and Changes to the Code )
1 The provisions herein shall apply to the provision of Platform to Roaster and all Product Individual Transactions between Roaster and TYPICA(hereinafter referred to as the “Individual Contract”)Terms of Use.
2 In the event of any discrepancy between the provisions of this Terms of Use and explanations we provide on our website (https://typica.jp), the provisions of this Terms of Use shall prevail and apply accordingly.
3 The provisions of Individual Contract shall prevail over the provisions of This Terms of Use if the Parties provide otherwise in Individual Contract than those set forth in this Terms of Use.
4 TYPICA shall be entitled to amend this Terms of Use at TYPICA’s sole discretion. In the event of any change to this Terms of Use, TYPICA shall inform Roaster of the date and details of change by posting information on Platform or TYPICA website or by any other appropriate process. In the event TYPICA decides that to obtain the consent of Roaster, TYPICA will obtain the consent of Roaster in the appropriate process.

Article 3 (Registration)
1 A user who wishes to use Platform may apply to TYPICA by agreeing to comply with this Terms of Use and providing certain information in a process stipulated by TYPICA (hereinafter referred to as the “Registration Information”).
2 TYPICA shall, in accordance with TYPICA standards, decide whether or not to register applicant (hereinafter referred to as the “Applicant”) and, in the event TYPICA approves the registration, notify Applicants to that effect. Registration of Applicant as a registered user shall be deemed completed upon notification by TYPICA as set forth in this paragraph.
3 Upon completion of the registration stipulated in the preceding paragraph, Platform usage agreement shall be concluded between the registered user and TYPICA, and the registered user shall be able to use Platform in accordance with these Terms of Use.
4 The handling of information registered with Platform or notified by registered users and information related to the use of Platform shall be in accordance with the provisions of TYPICA Privacy Policy separately provided.
5 TYPICA may refuse registration and re-registration in the event Applicant falls under any of the following conditions and shall not be obliged to disclose any reason therefor.
(1) In the event of any false, clerical error or omission in all or any part of Matters to be Registered provided to TYPICA
(2) A person who is a minor, an adult ward, a person under curatorship, or a person under assistance, and has not obtained the consent of a statutory agent, guardian, curator, or assistant.
(3) When TYPICA determines that an anti-social force, etc. (meaning an organized crime group, organized crime group member, right-wing group, anti-social force, or any other person equivalent thereto; the same shall apply hereinafter) is engaged in any exchange or involvement with anti-social forces, etc., such as cooperating or participating in the maintenance, operation, or management of anti-social forces, etc. through financial assistance or otherwise.
(4) If TYPICA determines that the person has breached or is related to a contract with a previous TYPICA
(5) In the event TYPICA determines that the registration is inappropriate.

Article 4 (Change of information to be Registered)
In the event of any change in information to be Registered, Roaster shall notify TYPICA of such change without delay in the manner prescribed by TYPICA.

Article 5 (Management of passwords and user IDs)
1 Roasters shall, at their own responsibility, appropriately manage and keep passwords and user IDs related to Platform, and shall not allow third parties to use them or lend, transfer, change the name, sell or purchase them.
2 Roasters shall be responsible for any damage caused by inadequate management of passwords or user IDs, errors in use, or use by a third party.
3 Roasters shall be up to one account per person or company, and passwords and user IDs shall be managed by the representative.

Article 6 (Prohibitions)
Roasters shall not engage in any conduct that falls under any of the following or any conduct that TYPICA determines to fall under any of the following items in the course of using Platform.
(1) Acts in violation of laws and regulations or acts related to criminal acts
(2) Fraud or intimidation of other users of TYPICA, Platform or other third parties
(3) Act contrary to public order and morality
(4) Acts that infringe upon the intellectual property rights, portrait rights, privacy rights, reputation or other rights or interests of other users of TYPICA, Platform or other third parties
(5) Transmitting through Platform to another user of TYPICA or Platform information that TYPICA determines falls under or falls under any of the following
– Information containing excessively violent or cruel expressions
– Information, including computer viruses and other harmful computer programs
– Information containing expressions which defame or defame the reputation of other users of TYPICA, Platform or other third parties
– Information that contains excessively obscene expressions
– Information that includes expressions that encourage discrimination
– Information that includes expressions that encourage suicide and self-injurious behavior

– Information that includes expressions that facilitate the inappropriate use of drugs
– Information containing anti-social expressions
– Information that requires the spread of chain mail and other information to third parties
– Information that includes expressions that are uncomfortable to others
(6) Excessive loading on Platform networks or systems
(7) Reverse-engineering and other analysis activities for software and other systems provided by TYPICA
(8) Acts that may interfere with the operation of Platform
(9) Unauthorized access to TYPICA networks/systems, etc.
(10) Act of pretending to be a third party
(11) Act of using the IDs or passwords of other Platform users
(12) Any advertising, advertising, solicitation or business activity on any Platform not previously granted by TYPICA
(13) Gathering data from other users of Platform
(14) Conduct that causes disadvantage, damage, or discomfort to other users of TYPICA, Platform or other third parties.
(15) Acts that conflict with the rules for Platform use posted on TYPICA website
(16) Provision of Benefits to Antisocial Forces, etc.
(17) Acts that directly or indirectly induce or facilitate the acts set forth in each of the preceding items
(18) Attempting the acts set forth in each of the preceding items.
(19) Any other conduct that TYPICA determines to be inappropriate.

Article 7 (Suspension of Platform, etc.)
TYPICA shall be entitled to suspend or suspend the provision of all or part of Platform without prior notice to Roaster in the event of any of the following:
(1) An urgent inspection or maintenance of the computerized system relating to Platform
(2) TYPICA is unable to operate Platform due to computer, communication line, etc. failure, operation error, excessive access concentrated, unauthorized access, hacking, etc.
(3) TYPICA is unable to operate due to force majeure such as earthquake, lightning strike, fires, wind and flood damage, power failure, or natural disaster.
(4) TYPICA determines that suspension or interruption is required.

Article 8 (Cancellation of Registration, etc.)
TYPICA may, without prior notice or demand, remove or hide the data posted, temporarily suspend the use of Platform for Roaster, or deregister as Roaster if Roaster falls under any of the following conditions:
(1) A breach of any of the provisions of this Terms of Use
(2) Matters to be Registered is found to contain false information.
(3) Suspension of payments or insolvency, or a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or similar proceedings
(4) No Platform use for 6 months or more
(5) If you do not respond to a contact from a TYPICA for more than 30 days to ask for additional answers.
(6) Cases falling under any of the items of Paragraph 5 of Article 3
(7) TYPICA determines that it is not appropriate to continue using Platform or registering as Roaster.

Article 9 (Withdrawal)
1 Roaster may withdraw from Platform upon completion of the procedures prescribed by TYPICA and deregister as Roaster.
2 If at the time of withdrawal Roaster has any obligation owed to TYPICA, Roaster must necessarily lose the benefit of term for all obligations owed to TYPICA and immediately pay all obligations to TYPICA.
3 The handling of user data after withdrawal shall be in accordance with the provisions of TYPICA Privacy Policy separately set forth.

Article 10 (Change or Termination of Platform)
1 TYPICA may, at its TYPICA’s sole discretion, change the content of Platform or terminate its provision without notice. TYPICA shall not be obligated to indemnify or otherwise suffer any disadvantage to Roaster as a consequence thereof.
2 TYPICA shall notify Roaster in advance if Platform is no longer provided by TYPICA.

Article 11 (DISCLAIMER OF WARRANTIES)
TYPICA makes no warranty, express or implied, as to whether or not Platform meets the particular objectives of Roaster, has the desired functionality, merchantable value, accuracy, and usefulness, that the use of Platform by Roaster complies with applicable laws, regulations, or internal rules of trade associations applicable to Roaster, that it is available on an ongoing basis, and that there are no defects.

Article 12 (Individual Contract conducted through Platform, etc.)
1 The terms and conditions required for the sale and purchase of Product goods sold by TYPICA to Roaster, such as lot number, name, Specification (“Specification” refers to information provided by TYPICA in advance for each lot, such as the country of production, producer, variety, refining methods, price, etc. The same shall apply hereunder.), quantity, price, payment method(Roaster may select from the following three methods: (1) advance payment after reservation, (2) lump-sum payment after delivery, or (3) payment each time Product is delivered in installments after delivery.), delivery date, delivery location, shall be separately set forth in Individual Contract, except for the terms set forth in This Terms of Use.
2 TYPICA will provide Roaster with a list of Product that TYPICA handles, based on the information provided by the coffee bean producers. The provision of the list is not an offer of transactions from TYPICA to Roaster.
3 Roaster shall apply for purchase (place an order) using Platform specifying the lot number, name, Specification, quantity, price, payment method, desired delivery date, and delivery location of Product from the list of Product provided by TYPICA. If TYPICA approves in advance, Roaster may also place an order by issuing an order form prescribed by TYPICA and sending it to TYPICA by facsimile or e-mail, or by TYPICA entering the order on behalf of Roaster based on Roaster ‘s instructions.
4 Individual Contract shall be established when TYPICA informs Roaster via Platform, facsimile or e-mail that TYPICA will accept the order placed by Roaster using Platform, with the delivery date specified. The desired delivery date specified by Roaster is only a hope, and TYPICA may set a delivery date beyond the hoped date.

Article 13 (Delivery, Inspection and Acceptance of Product)
1 TYPICA shall deliver Product on or before the delivery date at the delivery point specified in Individual Contract, in accordance with Individual Contract.
2 Upon receipt of Product subject to Individual Contract at the delivery point, Roaster shall conduct an inspection of the type, Quality and quantity of Product in accordance with the inspection methods specified by TYPICA and shall accept those that have passed the inspection. The term “Quality” as used in this Article shall mean water content and quality that are objectively visible and do not include the flavor of Product. The standards for quality shall be in accordance with Article 16. If any of Product do not conform to type, Quality or quantity, Roaster shall notify TYPICA of such non-conformance not later than 5 business days from the delivery date.
3 In the event of a non-conformity as set forth in the preceding paragraph, TYPICA shall, within 14 days, confirm whether or not it is possible to deliver the shortfall or the substitute (including products of the same brand with different refining dates and equivalent products ; hereinafter simply referred to as the “Substitute Product”)within 90 days from the delivery date (the original delivery date specified in Individual Contract; hereinafter the same) and notify Roaster of the result of the confirmation. In the event that TYPICA receives a notice of non-conformity as specified in Paragraph 2 from multiple Roasters who purchased products with the same lot number, TYPICA will determine whether or not it is possible to deliver the shortfall or the substitute in the order in which the notices of non-conformity specified in Paragraph 2 arrive at TYPICA.
4 If, as a result of the confirmation in the preceding paragraph, it is possible to deliver the shortfall or the substitute within 90 days from the delivery date, TYPICA will deliver the shortfall or the substitute to Roaster. However, if Roaster refuses to deliver the shortfall or the substitute within 14 days of the notice pursuant to the preceding paragraph, TYPICA shall promptly return to Roaster the portion of the price of Product that corresponds to the shortage in exchange for the quantity of Product that was found to be non-conforming (except in the case of insufficient quantity), and shall not be required to deliver the shortfall or the substitute. If Roaster refuses to deliver the shortfall or the substitute, or if TYPICA delivers the shortfall or the substitute within 90 days of the delivery date, the matter shall be handled solely in accordance with the method specified in this section, and Roaster shall not be able to claim compensation for damages from TYPICA.
5 If, as a result of the confirmation in Paragraph 3 of this Article, it is difficult to deliver the shortfall or the substitute within 90 days from the delivery date, TYPICA shall promptly return to Roaster the portion of the price of Product that corresponds to the non-conforming portion (except in the case of insufficient quantity) in exchange for the amount of Product that is deemed to be non-conforming. In this case, TYPICA shall promptly return to Roaster the portion of the price of Product that is equivalent to the amount of the non-conforming Product.
6 Even if the product is found to be non-conforming as a result of the inspection as described in Paragraph 2 of this Article, if Roaster recognizes that the non-conformity is of such a degree that it does not interfere with the purpose of use of Roaster, Roaster may take back Product after reducing the price through consultation between Roaster and TYPICA. In such a case, Roaster shall bear the cost of any damage caused by the non-conformity.
7 Ownership of the portion of Product that is determined to be non-conforming and returned to TYPICA pursuant to Paragraph 4 or 5 of this Article shall be transferred from Roaster to TYPICA at the time of such return.

Article 14 (Handling of Delay in Delivery, etc.)
1 In the event that TYPICA discovers any circumstances that may affect the delivery of Product as stipulated in Individual Contract, TYPICA shall promptly notify Roaster of such information and possible delays by facsimile, e-mail, or a tool on Platform provided by TYPICA.
2 In the event that Product cannot be delivered by the delivery date specified in Individual Contract due to loss, damage, deterioration, misdelivery, etc., TYPICA must confirm whether or not the Product can be delivered within 90 days of the delivery date and notify the roaster of the results of the confirmation. In such a case, TYPICA shall handle the matter in accordance with the provisions of Paragraphs 3 and 5 of the preceding Article.
3 If the delivery is made within 90 days of the delivery date in accordance with the preceding paragraph, Roaster shall not be able to claim compensation for damages from TYPICA.

Article 15 (Transfer of Ownership and Risk Bearing)
1 The ownership of the Product shall be transferred from TYPICA to Roaster at the time Product is delivered to the warehouse designated by TYPICA. However, for rejected items that Roaster did not take back in accordance with the provisions of Article 13(6), the ownership of the items shall be transferred from Roaster to TYPICA when Roaster expresses its intention not to take back the items.
2 TYPICA shall bear any loss, damage, deterioration or any other damage to Product that occurs before Product is delivered to the warehouse designated by TYPICA, unless such damage is attributable to Roaster, and Roaster shall bear any loss, damage, deterioration or any other damage to Product that occurs after Product is delivered to the warehouse designated by TYPICA, unless such damage is attributable to TYPICA.

Article 16 (Quality Standards)
1 Quality of Product (including quality objectively visible, water content and taste quality) shall conform to the following items:
1. Quality of the sample at the time TYPICA provides the sample goods to Roaster
2. In addition to the preceding items, standards established after due consultation between Roaster and TYPICA
2 TYPICA will obtain Roaster ‘s prior consent in the event any changes in raw materials or processes that affect Specification standards and quality of Product are required.
3 Even if Product has been delivered by TYPICA and inspected by Roaster in accordance with Article 13(2), if Roaster determines that a specific quantity of Product does not meet the quality of taste among the qualities specified in Paragraph 1 of this Article, Roaster may notify TYPICA of this within 14 days of receiving delivery of Product and request that it be processed in accordance with the provisions of the following paragraph. If Roaster fails to notify TYPICA within this period, the right to request processing in accordance with the following paragraph of this Article shall be lost.
4 In the event that Roaster notifies TYPICA of the above within the period specified in the previous paragraph of this Article, TYPICA and Roaster shall each appoint one Q-graders (Licensed Q Arabica Grader, a technician who was recognized to be capable of evaluating coffee in accordance with the standards and procedures established by the Specialty Coffee Association). If either of the two Q-graders decides that the coffee does not meet the quality of taste, regardless of the cause, the coffee will be deemed not to meet the quality requirements of Paragraph 1 of this Article for that portion of Product. In the event that Roaster does not appoint one Q-grader within 5 days of the notice provided for in the preceding paragraph of this Article, TYPICA shall appoint two Q-graders in total, one Q-grader to be appointed by itself and one Q-grader not appointed by Roaster.
5 In the event that two Q-graders selected in accordance with the provisions of the preceding paragraph of this Article reach different conclusions, TYPICA and Roaster shall consult with each other to select one more Q-grader, and in the event that such Q-grader is determined not to meet the quality of taste, regardless of the cause, Product in question shall be portion shall be deemed not to meet the quality requirements of Paragraph 1 of this Article.
6 The effects of paragraph 4 or the previous paragraph of this Article shall only occur with regard to Roaster concerned, and shall have no effect on another Roaster who has purchased Product with the same lot number. Each Roaster must follow the same or equivalent procedure as in paragraph 4 of this Article if each Roaster considers that Product do not meet the quality of taste.
7 If, pursuant to Paragraph 4 or Paragraph 5 of this Article, it is deemed that the product does not meet the quality of taste among the qualities specified in Paragraph 1 of this Article, TYPICA shall promptly return to Roaster the corresponding amount of the payment for Product in exchange for the portion of the payment that was deemed not to meet the quality of taste. If Roaster has not yet paid, it shall be sufficient for Roaster to return to TYPICA the portion of Product that was determined not to meet the quality of taste, and then deduct the corresponding amount from the price of Product and pay it to TYPICA.
8 In the event that the quality of the Product does not meet the quality of the taste as specified in Paragraph 1 of this Article, the matter shall be handled in accordance with Paragraph 3 or the preceding paragraph of this Article, and it shall not be possible to claim for completion of performance or compensation for damages by delivery of substitute goods or delivery of the shortage as specified in Article 18.
9 The ownership of the portion of Product that is deemed not to meet the quality of taste and is returned to TYPICA pursuant to Section 7 shall be transferred from Roaster to TYPICA at the time of such return.

Article 17 (Payment of Purchase money, Custody Costs and Fees)
1 Roaster shall pay TYPICA for Product in accordance with the provisions of Individual Contract.
2 In the event that Roaster stores Product in the warehouse designated by TYPICA for more than one month from the date Product is delivered in installments or for any other reason, the Roaster shall pay the required monthly storage fee of the warehouse used by Roster to TYPICA upon request by TYPICA.
3 Roaster shall pay TYPICA the following fees specified for each of the three payment methods((1) advance payment after reservation, (2) lump-sum payment after delivery, or (3) payment each time Product is delivered in installments after delivery) specified by Roaster in Individual Contract at the same time as the payment of the price of Product as specified in Paragraph 1 of this Article.
1. If Roaster chooses “advance payment after reservation”; No fee is required.
2. If Roaster chooses “lump-sum payment after delivery” (payment in full); 5% of the total price of the Product shall be paid by Roaster.
3. If Roaster chooses “payment each time Product is delivered in installments after delivery” (installment payment); 15% of the price of the portion of Product pertaining to such delivery shall be paid by Roaster(TYPICA shall invoice in installments in accordance with the frequency of payment).
4 If Roaster or TYPICA has a monetary claim against the other party, Roaster or TYPICA may, upon written notice to the other party, set off the monetary claim against the monetary obligation to the other party in an equivalent amount at any time, regardless of whether it is due or not.

Article 18 (Liability for Non-Conformance with Agreement)
1 In the event that Product fails to conform to the requirements stipulated in Paragraph 2 of Article 13 (excluding quantity shortages and quality of taste; hereinafter the same in this Article), Roaster shall discover the nonconformity within 30 days after the acceptance inspection stipulated in Paragraph 2 of Article 13 and notify TYPICA of the details of the specific nonconformity.
2 If TYPICA determines that there has been a non-conformity as specified in the preceding paragraph of this Article, TYPICA shall confirm within 14 days whether it is possible to deliver the same product or an equivalent substitute product within 90 days of the delivery date, and notify Roaster of the result of the confirmation.
3 If, as a result of the confirmation in the preceding paragraph of this Article, it is possible to deliver the same or a substitute product within 90 days of the delivery date, TYPICA shall deliver the same or a substitute product to Roaster. In the event Roaster requests a reduction in the price within 14 days of the notice pursuant to the preceding paragraph of this Article, TYPICA shall promptly return to Roaster the portion of the price of Product that corresponds to the deficiency in exchange for the amount that was determined to be non-conforming, and shall not be required to deliver the deficiency or substitute product. Roaster shall not be required to deliver the shortfall or the substitute. If the same or a substitute product can be delivered within 90 days of the delivery date, it shall be handled solely in accordance with the method specified in this section, and Roaster shall not be able to claim compensation for damages from TYPICA.
4 If, as a result of the confirmation under Paragraph 2 of this Article, it is difficult to deliver the same or a substitute product within 90 days from the date of delivery, Roaster shall return to TYPICA the quantity that was determined to be non-conforming, and deduct from the price of Product an amount equivalent to the price of the quantity in question, and pay it to TYPICA. If Roaster has already paid TYPICA for Product that includes the portion of Product with the lot number that was determined to be nonconforming, TYPICA shall promptly return to Roaster the amount equivalent to the price of the portion in exchange for the portion that was determined to be nonconforming. In such a case, Roaster shall return the amount equivalent to the price of the quantity in question. In such a case, Roaster shall not be able to claim compensation for damages from TYPICA.
5 The ownership of the portion of Product that is determined to be non-conforming and returned to TYPICA in accordance with Paragraph 3 or 4 of this Article shall be transferred from Roaster to TYPICA at the time of such return.

Article 19 (Product Liability)
If any damage to the life, body or property of a third party is caused by a defect in Product (i.e. a lack of safety that Product ordinarily should have, taking into account the nature of Product, the ordinarily foreseeable manner of use, the time when Product was delivered or other Product circumstances), TYPICA and Roaster shall discuss the treatment and solution, and both parties shall treat and discuss in good faith.

Article 20 (Attribution of Intellectual Property Rights)
1 In the event that TYPICA or Roaster makes any invention, device, design creation, layout-design creation or creation of a work (hereinafter referred to as the “Inventions, etc.”) based on know-how, ideas, or other information acquired in connection with this Terms of Use, Individual Contract, or transactions arising from these, all rights to said Invention, etc. shall belong to TYPICA.
2 All rights arising from inventions related to Platform shall be vested in TYPICA without exception.
3 All Intellectual Property Rights on TYPICA Website and Platform are the property of the TYPICA or licensee to TYPICA, and the licensing of Platform under this Terms of Use does not mean the licensing of the Intellectual Property Rights of the TYPICA or licensee to TYPICA on TYPICA Website or Platform.

Article 21 (Re- consignment)
TYPICA may entrust the whole or a part of its business to a third party in the sale of the Products .

Article 22 (Non-Assignment of Rights and Obligations)
1 Roaster may not, without the prior written consent of TYPICA, transfer any contractual status arising out of this Terms of Use, assign all or any part of its rights and obligations arising out of this Terms of Use to any third party, or pledge such rights and obligations as may be secured by any third party.
2 In the event TYPICA assigns the business related to Platform to another company, it shall be entitled to transfer the status under the use contract, rights and duties under this Terms of Use, matters to be Registered of Roaster, and other customer information to the assignee of such business transfer, and Roaster shall agree in advance in this paragraph to such transfer. The transfer of business stipulated in this clause shall include not only the ordinary transfer of business, but also any other transfer of business, such as a company split.

Article 23 (Force Majeure)
1 Neither party shall be liable for any delay or failure in performance of all or any part of its This Terms of Use (excluding monetary obligations) due to earthquakes, typhoons, tsunamis or other acts of God, war, riots, civil commotion, terrorist acts, serious diseases, epidemics, virus epidemics, establishment, revision or abolition of laws and regulations, orders, dispositions or other acts of government by public authority, acts of dispute, accidents such as transportation and communications lines, or other acts of force majeure. Provided, however, that the party affected by such event shall promptly notify the other party of the occurrence of such event and use its best efforts to restore such event.
2 In the event that any of the events set forth in the preceding paragraph occurs and reasonable grounds exist for recognizing that it is difficult to achieve the purpose of this Terms of Use, all or part of this Terms of Use and the Individual Terms of Use may be cancelled by Terms of Use between TYPICA and RoasterTerms of UseTerms of Use.

Article 24 (Confidentiality)
Roaster shall keep confidential information on Platform and TYPICA obtained through the use of the Platform and transactions conducted through Platform, and shall not disclose or divulge such information to any third party without the prior written consent of TYPICA.

Article 25 (Measures after the termination of the Platform)
1 The provisions of this Terms of Use shall continue to apply to any remaining Individual Contract between Roaster and TYPICA at the time of termination of Platform services or withdrawal from membership as set forth in Article 9. Upon completion of the performance of both obligations stipulated in the applicable Individual Contract, the application of this Terms of Use and the applicable Individual Contract shall terminate.
2 Even in the event of termination of Platform services or withdrawal from membership as set forth in Article 9, the provisions of this Article, Article 18 (Liability for Non-Conformance with Contract), Article 19 (Product Liability), Article 20 (Attribution of Intellectual Property Rights), , Article 24 (Confidentiality), Article 27 (Damages), and Article 32 (Governing Law and Dispute Resolution Body) shall remain in force. However, Article 24 (Confidentiality) shall be limited to five years from the date of termination.

Article 26 (Termination of Terms of Use)
1 If the other party falls under any of the following items, TYPICA and Roaster may immediately cancel all or part of Individual Contract without requiring any notice or demand:
(1) If the Goods are not delivered within 90 days from the date of delivery
(2) If the other party violates any of the provisions of these Terms and Conditions or Individual Contract and the violation is not cured within 14 days despite a notice to the other party (provided, however, that a delay in the delivery date shall be subject to the preceding item)
(3) In the event of revocation or suspension of the business license from the competent authorities
(4) In the event of suspension of payments or insolvency, or in the event of dishonor of a draft or check
(5) A third party files a petition for seizure, provisional seizure, provisional disposition or auction, or receives a disposition for failure to pay taxes or other public charges;
(6) When a petition for commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, or commencement of special liquidation has been filed or a petition has been filed by the party
(7) When a resolution for dissolution, company split, business transfer or merger has been made
(8) Cases where it is found that there is a risk that the performance of obligations under This Terms of Use and Individual Contract will become difficult due to a material change in the assets or credit status
2 In accordance with Article 27, TYPICA and Roaster may demand compensation from the other party for any and all damages incurred as a result of the cancellation in the preceding paragraph.

Article 27 (Damages)
IN THE EVENT THAT TYPICA AND ROASTER CAUSE DAMAGE TO THE OTHER PARTY IN VIOLATION OF THIS TERMS OF USE OR INDIVIDUAL CONTRACT, TYPICA AND ROASTER SHALL COMPENSATE THE OTHER PARTY FOR THE DAMAGE UP TO THE PURCHASE PRICE OF THE PORTION OF THE TRANSACTION THAT DIRECTLY CAUSED THE DAMAGE. HOWEVER, THIS SHALL NOT INCLUDE LOST PROFITS OR OTHER PERFORMANCE PROFITS.

Article 28 (Delay Damages)
If Roaster fails to pay any one of the fees, warehouse storage fees, or commissions stipulated in Article 17, Roaster shall pay to TYPICA a late fee at the rate of 14.6% per annum from the day after the due date for payment of the unpaid fees until the fees are paid in full.

Article 29 (Forfeiture of Benefit of Term)
In the event that Roaster violates any of the provisions set forth in this Terms of Use or Individual Contract, or falls under any of the items of Article 8, Paragraph 1, or misses the deadline for any one of the payment, warehousing costs, or fees set forth in Article 17, Roaster shall forfeit the benefit of time for all debts owed to TYPICA and shall immediately pay the full amount to TYPICA.

Article 30 (Elimination of Antisocial Forces)
1 TYPICA and Roaster shall declare to the other party that he/she does not fall under any of the following categories as of the date of conclusion of this Code and Individual Contract, including organized crime groups, members of organized crime groups, persons for whom five years have not elapsed since the time when he/she ceased to be a member of organized crime groups, quasi-members of organized crime groups, corporations affiliated with organized crime groups, general meeting halls, etc., societal movements, etc., or special intellectual violent groups, etc. (hereinafter collectively referred to as “Organized Crime Group Members, etc.”), and that he/she does not fall under any of the following categories and promise that he/she will not fall under any of the following categories in the future:
(1) Organized Crime Group Members, etc. has a relationship that is found to be controlling management.
(2) The juridical person shall have a relation in which Organized Crime Group Members, etc. is found to be substantially involved in the management.
(3) The juridical person has a relation that is found to be using Organized Crime Group Members, etc. unjustly.
(4) The juridical person has a relationship that is found to be involved in providing funds, etc. or providing convenience to Organized Crime Group Members, etc., etc.
(5) A person who is substantially involved in the director’s or management has a relationship that should be criticized socially for his/her Organized Crime Group Members, etc..
2 TYPICA and Roaster shall promise to the other party that they will not, by themselves or through a third party, perform any of the acts listed in the following items:
(1) Violent demands
(2) Unreasonable demands beyond legal responsibility
(3) Acts of threatening behavior or violence in connection with the Services
(4) An act of spreading rumors, damaging the credibility of the counterparty by using fraudulent means or force, or obstructing the business of the counterparty;
(5) Other acts equivalent to the above.
3 TYPICA and Roaster shall immediately notify the other party in writing of any matter found to be in violation of the preceding two paragraphs.
4 In cases where the other party has violated any of the preceding three paragraphs, TYPICA and Roaster may immediately cancel the registration under Platform and all or part of Individual Contract, and claim compensation for damages suffered by the other party as a result thereof. In this case, the other party shall not be entitled to claim compensation for damages suffered by the other party as a result of such termination.

Article 31 (Severability)
If any provision of this Terms of Use becomes invalid or illegal, its invalidity or illegality shall not in any way affect or impair the validity of the other provisions of this Terms of Use, and all other provisions of this Terms of Use shall remain in full force and effect.

Article 32 (Governing Law and Dispute Resolution Body )
1 This Terms of Use and Individual Contract shall be governed by and construed in accordance with the laws of Japan.
2 The Tokyo District Court or the Osaka District Court shall be the exclusive jurisdictional court of the first instance for any litigation related to this Terms of Use and Individual Contract.

Article 33 (Matters for Consultation)
Any matters not stipulated in this Terms of Use and Individual Contract or any discrepancy in the interpretation of the contents hereof shall be resolved after due consultation between the parties hereto in good faith.

Established: 3rd day of September, 2021
These Terms and Conditions shall apply to Individual Contract concluded between Roaster and TYPICA after the date of establishment above.