TYPICA Direct Trade Platform Terms of Use (For Roasters)

These Terms of Use (hereinafter referred to as “these Terms”) set forth the basic terms applicable to users wishing to purchase coffee beans (hereinafter referred to as “Users”) when purchasing coffee beans from producers, in principle through joint purchases with other Users, using the direct trade platform for coffee beans (hereinafter referred to as the “Platform”) provided by TYPICA B.V. and other local entities in multiple countries or regions (hereinafter collectively referred to as “TYPICA”).

TYPICA has established local entities in multiple countries or regions, and each User shall have rights and obligations under these Terms with the entity designated by TYPICA based on the User’s location.

Transactions for coffee beans on the Platform are conducted between Producers and Users. In its role of promoting direct trade, TYPICA provides various support services (including intermediary and handling services) and compensation services relating to quality and other matters in order to facilitate smooth transactions.

Before purchasing coffee beans through the Platform, please read these Terms in full and use the Platform only after agreeing to them.

[Note] This English translation is provided for reference purposes only. The Japanese version shall govern. In the event of any discrepancy or inconsistency between this translation and the Japanese version, the Japanese version shall prevail.

Article 1 (Purpose)

The purpose of these Terms is to set forth: (i) the terms and conditions for the provision of the Platform to the User; (ii) the rights and obligations of TYPICA and the User in order to facilitate the formation and performance of the sales contract for coffee beans (hereinafter referred to as the “Product”) entered into between the User and the producer that sells the Product (hereinafter referred to as the “Producer”) through the Platform (such sales contract, hereinafter referred to as the “Sales Contract”); and (iii) the intermediation and support services (hereinafter referred to as the “Agency Support Services”) and the compensation services provided by TYPICA.

Article 2 (Application and Changes to these Terms)

The matters set forth in these Terms shall apply to: (i) TYPICA’s provision of the Platform to the User; (ii) each individual transaction for the Product conducted among TYPICA, the User, and the Producer (hereinafter referred to as an “Individual Contract”); and (iii) the Agency Support Services agreed between TYPICA and the User.

In the event of any discrepancy between these Terms and any explanations or other content displayed by TYPICA on the Platform, such explanations or content displayed on the Platform shall prevail.

In the event that an Individual Contract stipulates matters different from these Terms, the provisions of the Individual Contract shall prevail.

Unless otherwise agreed between TYPICA and the User, the User shall be deemed to have entrusted TYPICA with the following as Agency Support Services: communications necessary for purchase; import and customs clearance services or intermediation; receipt and inspection at the warehouse at the place of import; warehousing services; delivery management services; and delivery services, etc. If the User wishes to conduct transactions directly with the Producer, the User shall consult with TYPICA and the Producer in advance.

TYPICA may modify these Terms if TYPICA deems it necessary. In the event of any modification, TYPICA shall publicly announce or notify the User of the effective date and the contents of the modified Terms by posting on the Platform or TYPICA’s website or by other appropriate means. However, if the modification requires the User’s consent, TYPICA shall obtain the User’s consent in the manner prescribed by TYPICA.

Article 3 (Registration)

A person wishing to use the Platform (hereinafter referred to as a “Prospective Registrant”) may apply to TYPICA for registration to use the Platform by agreeing to comply with these Terms and providing certain information prescribed by TYPICA (hereinafter referred to as “Registration Matters”) to TYPICA and/or the entity designated by TYPICA in a manner prescribed by TYPICA.

TYPICA shall determine whether to approve the registration of the person who applied for registration pursuant to the preceding paragraph (hereinafter referred to as a “Registration Applicant”) in accordance with the criteria prescribed by TYPICA, and if TYPICA approves the registration, the registration of the Registration Applicant as a User shall be deemed complete.

Upon completion of the registration set forth in the preceding paragraph, a service use agreement shall be formed between the User and TYPICA, and the User may use the Platform in accordance with these Terms.

The handling of information submitted by the User for registration and information relating to the User’s use of the Platform shall be governed by the Privacy Policy separately prescribed by TYPICA.

TYPICA may refuse registration or re-registration if the Registration Applicant falls under any of the following items, and TYPICA shall have no obligation to disclose any reason for such refusal:

(1) If there is any false statement, error, or omission in whole or in part of the Registration Matters provided to TYPICA;

(2) If the Registration Applicant is not a business operator (e.g., is a consumer);

(3) If the Registration Applicant is a minor, an adult ward, a person under curatorship, or a person under assistance and has not obtained the consent or other required approval of a statutory agent, guardian, curator, or assistant, as applicable;

(4) If TYPICA determines that the Registration Applicant is an Antisocial Force, etc. (meaning an organized crime group, a member of an organized crime group, a right-wing group, an antisocial force, or any other person equivalent thereto; the same shall apply hereinafter), or that the Registration Applicant has any dealings with, or involvement in, Antisocial Forces, etc., including cooperating with or being involved in the maintenance, operation, or management of Antisocial Forces, etc. through the provision of funds or otherwise;

(5) If TYPICA determines that the Registration Applicant has violated a contract with TYPICA in the past, or is a person related to such person; or

(6) In any other case where TYPICA determines that registration is inappropriate.

Article 4 (Change of Registration Matters)

In the event of any change to the Registration Matters, the User shall notify TYPICA of the details of such change without delay in a manner prescribed by TYPICA.

Article 5 (Management of Password and User ID)

The User shall, at its own responsibility, appropriately manage and store the password and user ID relating to the Platform, and shall not allow any third party to use them, nor lend, transfer, change the registered name of, sell, or otherwise dispose of them.

The User shall be responsible for any losses or damages arising from inadequate management of the password or user ID, errors in use, use by a third party, or similar causes.

Article 6 (Prohibited Acts)

The User shall not engage in any act that falls under any of the following items, or that TYPICA determines to fall under any of the following items, in connection with the use of the Platform:

(1) Acts that violate laws and regulations or acts related to criminal activities;

(2) Fraud or threats against TYPICA, other Users of the Platform, or any other third party;

(3) Acts that violate public order and morals;

(4) Acts that infringe the intellectual property rights, portrait rights, privacy rights, reputation, or other rights or interests of TYPICA, other Users of the Platform, or any other third party;

(5) Transmitting through the Platform to TYPICA or other Users of the Platform any information that falls under, or that TYPICA determines to fall under, any of the following:

Information containing excessively violent or cruel content;
Information containing computer viruses or other harmful computer programs;
Information containing expressions that harm the reputation or credibility of TYPICA, other Users of the Platform, or any other third party;
Information containing excessively obscene content;
Information containing expressions that promote discrimination;
Information containing expressions that promote suicide or self-harm;
Information containing expressions that promote the inappropriate use of drugs;
Information containing antisocial content;
Information requesting dissemination of information to third parties, such as chain letters; or
Information containing expressions that cause discomfort to others;

(6) Acts that place an excessive load on the network or systems of the Platform;

(7) Reverse engineering or other analysis of the software or other systems provided by TYPICA;

(8) Acts that are likely to interfere with the operation of the Platform;

(9) Unauthorized access to TYPICA’s network or systems;

(10) Impersonating a third party;

(11) Using the ID or password of another User of the Platform;

(12) Promotion, advertising, solicitation, or business activities on the Platform not approved in advance by TYPICA;

(13) Collecting information regarding other Users of the Platform;

(14) Acts that cause disadvantage, loss, or discomfort to TYPICA, other Users of the Platform, or any other third party;

(15) Acts that conflict with the rules regarding the use of the Platform posted on the TYPICA website;

(16) Providing benefits to Antisocial Forces, etc.;

(17) Acts that directly or indirectly cause or facilitate any of the acts set forth in the preceding items;

(18) Attempting any of the acts set forth in the preceding items; or

(19) Any other act that TYPICA deems inappropriate.

Article 7 (Suspension of the Platform, etc.)

TYPICA may, without prior notice to the User, suspend or discontinue the provision of all or part of the Platform if any of the following applies. TYPICA shall not be liable for any losses or damages incurred by the User due to any suspension or discontinuance under this Article, except where such losses or damages are attributable to TYPICA’s willful misconduct or gross negligence.

(1) When it is necessary to urgently conduct inspection or maintenance of the computer systems relating to the Platform;

(2) When the operation of the Platform becomes impossible due to failures of computers or communication lines, erroneous operation, excessive concentration of access, unauthorized access, hacking, or similar events;

(3) When the operation of the Platform becomes impossible due to force majeure events, including earthquakes, lightning, fires, wind and flood damage, power outages, or other natural disasters; or

(4) In any other case where TYPICA determines that suspension or discontinuance is necessary.

Article 8 (Deregistration, etc.)

If the User falls under any of the following items, TYPICA may, without prior notice or demand, delete or make non-public any posted data, temporarily suspend the User’s use of the Platform, or deregister the User.

(1) If the User violates any provision of these Terms;

(2) If it is discovered that the Registration Matters contain any false statement;

(3) If the User suspends payment or becomes unable to make payment, or if a petition is filed for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings, or any similar proceedings;

(4) If the User has not used the Platform for six (6) months or more;

(5) If the User fails to respond for thirty (30) days or more to inquiries from TYPICA or other communications from TYPICA requesting a response;

(6) If the User falls under any of the items set forth in Article 3, Paragraph 5; or

(7) In any other case where TYPICA determines that the continued use of the Platform by the User or the continued registration of the User is inappropriate.

Article 9 (Withdrawal)

The User may withdraw from the Platform and deregister as a User by completing the procedures prescribed by TYPICA.

Upon withdrawal, if the User has any obligations owed to TYPICA, the User shall automatically lose the benefit of time with respect to all such obligations and shall immediately pay and perform all such obligations to TYPICA.

The handling of User information after withdrawal shall be governed by the Privacy Policy separately prescribed by TYPICA.

Article 10 (Changes to and Termination of the Platform)

TYPICA may, at its discretion, change the content of the Platform without prior notice, or terminate the provision of the Platform. Even if the User suffers any disadvantage as a result, TYPICA shall have no obligation to provide compensation or any other remedy.

In the event TYPICA terminates the provision of the Platform, TYPICA shall notify the User in advance.

Article 11 (Disclaimer of Warranty)

TYPICA makes no warranty, whether express or implied, that the Platform is fit for the User’s particular purpose, has the expected functionality, merchantability, accuracy, or usefulness, that the User’s use of the Platform complies with any laws or regulations or the internal rules of any industry association applicable to the User, that the Platform will be available on a continuous basis, or that no defects will occur.

Article 12 (Formation of Individual Contracts using the Platform, etc.)

The information on the Product displayed on the Platform constitutes the presentation of sales conditions by the Producer and does not constitute an offer for a Sales Contract to TYPICA or the User.

An Individual Contract for the sale and purchase of the Product shall be formed between the Producer and the User at the time when the User submits an application to purchase in a prescribed manner through the Platform and the Producer accepts such application through the Platform or in a prescribed manner.

With respect to the Sales Contract on the Platform, although rights and obligations arise individually based on the Individual Contract, the transaction form shall, in principle, be a joint purchase with other Users because Users’ orders are handled collectively in container units for transportation reasons.

The Individual Contract may not be cancelled for any reason after it is formed.

Based on the Agency Support Services requested by the User, TYPICA shall, as intermediation or operational handling, perform tasks including notification regarding the formation of the Sales Contract, payment settlement assistance, preparation of documents, and other tasks.

Article 13 (Delivery of Product and Assistance in Performance)

Unless otherwise agreed between TYPICA and the User or the Producer, TYPICA shall support the physical handover of the Product by delivering and handing over the Product at warehouses in each country designated by TYPICA (hereinafter simply referred to as the “Warehouse”).

Article 14 (Import Agency)

Based on the Sales Contract formed between the Producer and the User through the Platform, TYPICA shall, upon entrustment by the User or the Producer, handle operations relating to the import of the Product. Unless otherwise agreed between TYPICA and the User or the Producer, the User shall be deemed to use such import agency services for the Sales Contract.

The import agency operations set forth in the preceding paragraph may include support for obtaining documents, arrangement of transportation, assistance in arranging insurance, and other operations incidental to import.

Even when performing import agency operations under the preceding two paragraphs, TYPICA does not acquire ownership of the Product, and such import agency operations are not conducted by TYPICA as a party to the Sales Contract.

Article 15 (Customs Clearance Agency Service)

As part of the import agency operations under the preceding Article, upon the request of the User or the Producer, TYPICA shall handle or intermediate the import customs clearance procedures for the Product. Unless otherwise agreed between TYPICA and the User or the Producer, the User shall be deemed to use this service for the Sales Contract.

Even if TYPICA performs procedures as the importer, taxpayer, or other nominal holder in the customs clearance agency operations set forth in the preceding paragraph, this is based on convenience for customs clearance procedures and does not mean that ownership of the Product is transferred to TYPICA.

Customs duties, consumption taxes, and other taxes and public charges incurred in relation to customs clearance shall be borne by the Producer or the User in accordance with the Sales Contract or a separate agreement.

The User shall bear any loss in weight of the Product due to sample inspection or similar measures at the time of customs clearance, as well as any damage to packaging, unsealing, and any deterioration in quality of, or damage to, the Product resulting from inspection, opening, or similar measures. However, if the User uses the compensation service set forth in Article 22, such burden shall be waived.

Article 16 (Risk of Loss during Transportation)

Any loss, damage, or deterioration of the Product incurred during transportation shall be borne by the User or the Producer in accordance with the Sales Contract (transaction conditions, Incoterms, or similar terms).

In the case of the preceding paragraph, TYPICA shall not be liable for such loss or damage.

TYPICA shall present to the User information regarding Incoterms, among the transaction conditions presented by the Producer, on the Platform or by other appropriate means.

Article 17 (Warehouse Receiving Inspection Service)

Upon the arrival of the Product and upon entrustment by the User or the Producer, TYPICA shall, as operational handling, conduct confirmation of the quantity, weight, appearance, and other objective matters of the Product at the time of receipt at the Warehouse (hereinafter referred to as “Receiving Inspection”). Unless otherwise agreed between TYPICA and the User or the Producer, the User shall be deemed to use this service for the Sales Contract.

Receiving Inspection covers the quantity, weight, packaging condition, external damage, and other matters that can be externally confirmed at the time of receipt of the Product, and does not constitute a determination of, or warranty as to, the quality, specifications, taste, suitability, or other matters of the Product.

TYPICA shall notify or provide information on the results of Receiving Inspection to the User and the Producer by a method TYPICA deems reasonable. If any defect is found, TYPICA shall notify the parties promptly.

If there is a defect in the matters subject to Receiving Inspection and the User so requests, TYPICA shall confirm with the Producer whether it is possible to fulfill, within ninety (90) days from delivery to the Warehouse, the obligation to deliver the appropriate quantity or the obligation to arrange substitute goods under the Sales Contract. Provided, however, that the User may make such request only within one (1) month from delivery to the Warehouse.

If, as a result of the confirmation in the preceding paragraph, delivery of the shortage portion or substitute goods is not possible, the User and the Producer shall consult, directly or through TYPICA, regarding a reduction of the price or similar measures.

Even if the consultation in the preceding paragraph fails, or even if such consultation is not held, if the User uses the Quality Compensation Service set forth in Article 22, the User may request TYPICA, within the scope of separately prescribed conditions and upper limits, to compensate the User for an amount equivalent to the price corresponding to the quantity of the Product determined to be defective or deficient.

If the User and the Producer, by mutual agreement, do not use the receiving inspection handling service, then confirmation at the time of receipt of the Product, determination of whether there are defects, and consultation, coordination, and other responses relating thereto shall be conducted directly by the Producer and the User based on the Sales Contract.

Article 18 (Warehouse Storage Service)

Based on the Sales Contract formed between the Producer and the User through the Platform and upon entrustment by the User, TYPICA shall handle operations relating to storage of the Product after delivery to the Warehouse. Unless otherwise agreed between TYPICA and the User or the Producer, the User shall be deemed to use this service for the Sales Contract.

The Warehouse Storage Service is provided temporarily for the purpose of assisting performance of the User’s obligations and involves management at a standard generally practiced in ordinary warehousing, and does not warrant the quality, taste, properties, or condition suitable for long-term storage of the Product.

TYPICA shall not be liable for any loss, damage, deterioration, or other loss incurred in relation to the Product during the storage period, except where such loss is attributable to TYPICA’s willful misconduct or gross negligence.

The User shall pick up the Product from the Warehouse by the date separately agreed with TYPICA.

If circumstances that may affect the pickup date set forth in the preceding paragraph are discovered, TYPICA shall promptly notify the User by an appropriate method.

The storage period of the Product shall be limited to three hundred (300) days from the date of delivery to the Warehouse. If, even after the lapse of such period, delivery to the User cannot be made, the User cannot pick up the Product, the User cannot be contacted, or it is clear that the User has no intention to pick up the Product, the User shall be deemed to have abandoned its ownership of the Product, and TYPICA may dispose of the Product by any method after deducting storage costs, disposal costs, and other reasonable costs. Even in this case, ownership of the Product does not automatically transfer to TYPICA.

Notwithstanding the preceding paragraph, if a separate agreement is formed between TYPICA and the User, TYPICA may purchase the Product. The conditions, consideration, and other matters of such purchase shall be in accordance with the contents individually agreed between TYPICA and the User.

Article 19 (Delivery Service)

With respect to the Product stored after delivery to the Warehouse under the preceding Article, upon entrustment by the User, TYPICA shall deliver to the location designated by the User the Product that the User is to pick up at the Warehouse. Unless otherwise agreed between TYPICA and the User, the User shall be deemed to use this service for the Sales Contract.

The provision of such delivery service shall not affect the timing of transfer of ownership of the Product, the attribution of risk of loss, or any other terms of the Sales Contract between the Producer and the User.

Article 20 (Transfer of Ownership)

Ownership of the Product shall be transferred in accordance with the transaction conditions stipulated in the Sales Contract (Incoterms or similar terms).

Notwithstanding the preceding paragraph, where, pursuant to Article 13, delivery of the Product is received at the Warehouse, ownership of the Product shall be transferred directly from the Producer to the User at the time the Product is brought into the Warehouse. Such transfer of ownership is intended for convenience in transportation, customs clearance, and storage, and TYPICA does not acquire ownership of the Product or participate in the transfer of such ownership.

Article 21 (Quality Warranty)

Responsibility for defects arising from the quality, specifications, and production process of the Product shall be borne by the Producer as the seller, and TYPICA does not warrant the same.

Article 22 (Quality Compensation Service)

TYPICA shall provide the User with a paid optional service that provides certain compensation regarding the taste and quality of the Product (hereinafter referred to as the “Quality Compensation Service”). Use of the Quality Compensation Service is optional; however, unless otherwise agreed between TYPICA and the User, the User shall be deemed to use this service for the Sales Contract.

The quality of the Product (including visually recognizable quality, moisture content, water activity value, and flavor quality) shall be the evaluation criteria agreed between the parties, taking into account the quality level of the sample provided by TYPICA as reference information.

If changes to raw materials or processes that affect the specification standards or quality of the Product become necessary, TYPICA shall obtain the User’s consent in advance.

Even after handover from TYPICA to the User, if the User determines that a specific quantity of the Product does not satisfy the flavor quality among the qualities set forth in Paragraph 1, the User may notify TYPICA to that effect, by the method prescribed by TYPICA, within one (1) month from the time of delivery of the Product to the Warehouse, and request handling in accordance with the following paragraph. If the User fails to provide such notice within such period, the User’s right to request handling in accordance with the following paragraph shall be extinguished.

If the User provides the notice under the preceding paragraph to TYPICA within the period set forth in the preceding paragraph, TYPICA shall appoint one (1) Q Grader (Licensed Q Arabica Grader; a skilled person recognized as capable of evaluating coffee in accordance with the standards and procedures established by the Specialty Coffee Association). If such Q Grader determines that the flavor quality is not satisfied, then, unless the cause is otherwise identified (including, for example, storage conditions), the relevant quantity of the Product shall be deemed not to satisfy the quality set forth in Paragraph 1.

If the determination of the Q Grader appointed pursuant to the preceding paragraph and the determination of the User reach different conclusions, TYPICA, such Q Grader, and the User shall, through consultation, determine whether the quality is satisfied.

The effect of Paragraph 4 or the preceding paragraph shall arise only with respect to the relevant User and shall not affect any other User who purchased the Product with the same lot number. Each User must individually conduct the same or equivalent procedures as in Paragraph 4 if such User determines that the flavor quality is not satisfied.

If, pursuant to Paragraph 4, Paragraph 5, and Paragraph 6, the Product is deemed not to satisfy the flavor quality among the qualities set forth in Paragraph 1, TYPICA shall, within the scope of separately prescribed conditions and upper limits, either compensate the User for an amount equivalent to the price corresponding to the quantity determined not to satisfy the flavor quality, or purchase such quantity of the Product, in exchange for such quantity.

Where the flavor quality among the qualities set forth in Paragraph 1 is not satisfied, such case shall be handled in accordance with this Article, and no claim for damages may be made.

Article 23 (Sample Provision Service)

For the purpose of considering or promoting transactions through the Platform, TYPICA may, based on a request from the User, provide a service to supply samples of the Product (hereinafter referred to as the “Sample Provision Service”).

The User acknowledges in advance that the quality of the samples may differ from the quality of the Product actually delivered at the time of sale and purchase.

Expenses required for the Sample Provision Service (including expenses for providing samples, transportation, customs clearance, storage, and other expenses incidental thereto) shall be shared and borne by the Producer and the User in accordance with conditions separately prescribed by TYPICA, and shall be factored into the sale and purchase price or fees.

Article 24 (Payment of Sales Price, Agency Support Fees, etc.)

Based on the Sales Contract formed through the Platform, the User shall be obligated to pay the price of the Product to the Producer, who is the seller.

Separately from the price of the Product set forth in the preceding paragraph, the User shall pay TYPICA the fees separately prescribed by TYPICA as consideration for the Agency Support Services provided by TYPICA.

Even if TYPICA receives, in a lump sum from the User, the price of the Product and the fees set forth in the preceding two paragraphs, the amount equivalent to the price of the Product shall be a deposit temporarily held by TYPICA as money belonging to the Producer and shall not constitute TYPICA’s sales or revenue.

The payment due date and conditions shall be in accordance with the terms separately agreed between the parties.

If the User fails to pay the price of the Product, expenses, or fees by the payment due date, the right to a discount on the price of the Product and related items based on the payment terms agreed on the Platform shall be forfeited, and TYPICA may claim the price of the Product, expenses, or fees at any time.

If the User or TYPICA holds a monetary claim against the other party, such party may, by giving written notice to the other party, set off such monetary claim against any monetary obligation owed to the other party in an equivalent amount at any time, regardless of whether such obligation is due.

Article 25 (Liability for Contract Non-Conformity)

The Producer, as the seller, shall bear responsibility in cases where the kind, quality, quantity, or other contents of the Product do not conform to the contents of the Sales Contract (hereinafter referred to as “Contract Non-Conformity”).

If there is any Contract Non-Conformity that cannot be discovered in the Receiving Inspection, the User shall, based on the Sales Contract, pursue such responsibility directly against the Producer, who is the seller, within one (1) month after delivery to the Warehouse.

TYPICA is not the seller of the Product and shall not bear any responsibility as a seller regarding Contract Non-Conformity of the Product, including repair, delivery of substitute goods, reduction of price, damages, or any other responsibility.

Even in the case set forth in the preceding paragraph, TYPICA may, within a reasonable scope, provide support or handling, including providing information, communications, and coordination, toward consultation or resolution regarding Contract Non-Conformity between the User and the Producer; however, such support does not mean that TYPICA bears liability for Contract Non-Conformity.

As a response in the event of Contract Non-Conformity, the provisions of Article 17, Paragraph 4 and Paragraph 5 (excluding the proviso) shall apply mutatis mutandis.

The quality of the Product regarding flavor and other sensory characteristics shall not be subject to liability for Contract Non-Conformity and may instead be subject to the Quality Compensation Service separately provided by TYPICA.

Article 26 (Product Liability)

If any damage is caused to the life, body, or property of any third party due to a defect in the Product (meaning that the Product lacks the safety that it should ordinarily possess, taking into account the characteristics of the Product, the normally foreseeable form of use, the time when the Product was delivered, and other circumstances concerning the Product), the Producer, as the manufacturer of the Product, shall bear responsibility.

In the event of an accident or dispute arising due to a defect in the Product, TYPICA may, within a reasonable scope, provide cooperation, including fact-finding between the User and the Producer and communications and coordination; however, such cooperation does not mean that TYPICA bears product liability.

Article 27 (Attribution of Intellectual Property Rights)

If TYPICA or the User makes an invention, utility model, creates a design, creates a circuit layout, or creates a work of authorship (hereinafter referred to as “Inventions, etc.”) based on know-how, ideas, or other information acquired in connection with these Terms, Individual Contracts, and transactions arising therefrom, all rights relating to such Inventions, etc. shall vest in TYPICA.

All rights arising from Inventions, etc. relating to the Platform shall, without exception, vest in TYPICA.

All intellectual property rights relating to the TYPICA website and the Platform belong to TYPICA or its licensors, and the license to use the Platform under these Terms does not constitute a license to use the intellectual property rights of TYPICA or its licensors relating to the TYPICA website or the Platform.

Article 28 (Subcontracting)

TYPICA may, in operating the Platform and performing the Agency Support Services, entrust all or part of its duties to a third party.

Article 29 (Prohibition of Assignment of Rights and Obligations)

The User shall not, without TYPICA’s prior written consent, transfer its contractual status arising under these Terms and Individual Contracts, nor assign to any third party, or grant as security to any third party, all or any part of its rights or obligations arising under these Terms and Individual Contracts.

If TYPICA transfers the business relating to the Platform to another company, TYPICA may, in connection with such business transfer, assign to the transferee of such business transfer the status under the service use contract and the Individual Contracts, the rights and obligations under these Terms and the Individual Contracts, and the User’s Registration Matters and other customer information, and the User hereby agrees in advance to such assignment in this paragraph. The business transfer set forth in this paragraph shall include not only ordinary business transfers but also company splits and any other cases in which a business is transferred.

Article 30 (Force Majeure)

Neither party shall be liable for any delay in performance or failure to perform all or part of an Individual Contract (excluding monetary obligations) due to earthquakes, typhoons, tsunamis, or other acts of God, war, riots, civil disturbances, terrorist acts, serious illness, epidemics, or the spread of viruses, enactment, amendment, or repeal of laws or regulations, orders or dispositions by public authority or other governmental acts, labor disputes or industrial actions, accidents involving transportation facilities or communication lines, or other force majeure. However, the party affected by such event shall promptly notify the other party of the occurrence of such event and shall use its best efforts to recover.

If an event set forth in the preceding paragraph occurs and there are reasonable grounds sufficient to recognize that it is difficult to achieve the purpose of the Individual Contract, all or part of the Individual Contract may be terminated by mutual agreement between TYPICA and the User.

Article 31 (Confidentiality)

The User shall keep confidential any information regarding the Platform and TYPICA obtained through the use of the Platform and transactions conducted through the Platform, and shall not disclose or divulge such information to any third party without TYPICA’s prior written consent.

Article 32 (Measures after Termination of Platform)

With respect to any Individual Contracts remaining at the time of termination of services relating to the Platform or withdrawal as set forth in Article 9, the provisions of these Terms shall continue to apply. These Terms and such Individual Contracts shall terminate at the stage when the obligations of both parties stipulated in the Individual Contracts have been fully performed.

Even in the case of termination of services relating to the Platform or withdrawal as set forth in Article 9, the provisions of this Article, Article 27 (Attribution of Intellectual Property Rights), Article 31 (Confidentiality), Article 34 (Damages), and Article 39 (Governing Law and Dispute Resolution Forum) shall remain in full force and effect; provided, however, that Article 31 (Confidentiality) shall be limited to five (5) years from the termination date.

Article 33 (Termination of Contract)

If the User falls under any one of the following items, TYPICA may, without any notice or demand, immediately terminate all or part of an Individual Contract:

(1) If the User fails to pick up the Product even after the delivery date has passed.

(2) If the User violates any provision set forth in these Terms or an Individual Contract and fails to remedy such violation within fourteen (14) days despite having been demanded to do so (provided, however, that delay in the delivery date shall be governed by the preceding item).

(3) If the User is subject to a disposition such as revocation or suspension of a business license by a supervisory authority.

(4) If the User suspends payment or becomes insolvent, or if a bill or check drawn by the User is dishonored.

(5) If the User becomes subject to a petition by a third party for seizure, provisional seizure, provisional disposition, or auction, or becomes subject to a delinquency disposition for taxes or public charges.

(6) If the User receives a petition for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation, or files a petition therefor.

(7) If the User passes a resolution for dissolution, company split, business transfer, or merger.

(8) If there is a material change in the User’s assets or credit status and there are grounds to recognize a risk that performance of obligations under these Terms and Individual Contracts will become difficult.

Pursuant to the provisions of Article 34, TYPICA may claim compensation from the User for all damages incurred due to the termination under the preceding paragraph.

Article 34 (Damages)

Even if the User incurs damages in connection with the use of the Platform or transactions involving the Product, TYPICA shall not be liable for any damages unless such damages are caused by TYPICA’s willful misconduct or gross negligence.

Even where TYPICA bears liability for damages pursuant to the preceding paragraph, the damages for which TYPICA bears liability shall be limited to direct and ordinary damages having a reasonable causal relationship with TYPICA’s act, and TYPICA shall not be liable for lost profits, indirect damages, special damages, incidental damages, or other similar damages, regardless of whether they were foreseeable.

The total amount of liability for damages borne by TYPICA to the User shall, in any case, be limited to the amount of fees actually received by TYPICA from the User in connection with the transaction in which such damages arose.

The provisions of this Article shall not affect whether TYPICA has any compensation obligations, or the content thereof, based on the Quality Compensation Service separately provided by TYPICA.

Article 35 (Late Payment Damages)

If the User fails to pay the price of the Product, expenses, or fees even after the payment due date, the User shall pay late payment damages, calculated based on the statutory interest rate, to the Producer or TYPICA for the period from the day following the payment due date until payment is made in full.

Article 36 (Loss of Benefit of Time)

If the User violates any provision of these Terms or an Individual Contract, falls under any of the items of Article 8, Paragraph 1, or fails to pay the price of the Product, expenses, or fees even after the payment due date, the User shall lose the benefit of time with respect to all obligations owed to TYPICA and the Producer, and shall immediately pay in full to TYPICA and the Producer.

Article 37 (Exclusion of Antisocial Forces)

The User represents and warrants that, currently and in the future, neither the User nor its officers, employees, major shareholders, substantial controllers, or other persons substantially involved in management falls within any of the following items:

(1) Organized crime syndicates, members of organized crime syndicates, companies related to organized crime syndicates, corporate racketeers, or other persons equivalent thereto, or antisocial forces (hereinafter referred to as “Antisocial Forces, etc.”).

(2) Organized criminal groups, criminal organizations, or other equivalent groups or individuals (including mafias, gangs, cartels, terrorist organizations, etc.).

(3) Persons subject to economic sanctions or trade restrictions designated by the United Nations, the United States, the European Union, Japan, or other governments or public institutions (including sanctioned persons, sanctioned entities, etc.).

(4) Persons involved in, or likely to be involved in, money laundering, terrorist financing, or other illegal activities.

The User covenants that it shall not, either by itself or through a third party, engage in any act falling under the following items:

(1) Provision of funds or benefits to Antisocial Forces, etc.

(2) Acts that promote the activities of Antisocial Forces, etc., or that involve participation therein.

(3) Intimidation, fraud, threats, violent acts, or other antisocial acts against TYPICA or any third party.

If the User violates the representations or covenants set forth in the preceding two paragraphs, TYPICA may, without any notice or demand, terminate all or part of the contract with said User or suspend said User’s use of the Platform.

In the case of the preceding paragraph, TYPICA shall not be liable for any damages incurred by the User due to such termination or suspension of use.

If TYPICA incurs any damages due to the User’s violation of this Article, the User shall compensate TYPICA for all such damages.

Article 38 (Severability)

Even if any provision of these Terms is held to be invalid or illegal, such invalidity or illegality shall not affect any other provision of these Terms or any Individual Contract, and the remaining provisions of these Terms and the Individual Contracts shall remain in full force and effect.

Article 39 (Governing Law and Dispute Resolution Forum)

These Terms and Individual Contracts shall be governed by and construed in accordance with the laws of Japan.

The Tokyo District Court or the Osaka District Court shall have exclusive jurisdiction as the court of first instance over any litigation relating to these Terms or any Individual Contract.

Article 40 (Matters for Consultation)

Matters not provided for in these Terms or any Individual Contract, and matters on which there are differences regarding the interpretation of these Terms or any Individual Contract, shall be resolved through good-faith consultation between the parties.