Article 1. Definitions
The “Company” shall mean Gradus inc.
The “Services” shall mean the Otsukai services provided by the Company on the internet (https://otsukai.manga.tokyo/).
Members shall use the Services upon consent to the contents of the Rules. The Rules shall come into effect on the date when Members start to use the Services.
Members who are minors under Japanese law (i.e., persons below the age of 20 years) shall use the Services upon obtaining the consent of their legal representatives.
The Rules shall be governed by and construed in accordance with the laws of Japan.
Agreements to be made between Members pursuant to the Services and the Rules shall be governed by the laws of Japan.
With respect to lawsuits arising in connection with the Rules, the Osaka District Court or Osaka Summary Court, depending on the amount sued for, shall have exclusive jurisdiction for the first instance.
Article 3. Members
Individuals who desire to become Members upon consent to the Rules shall be required to complete membership registration procedures prescribed by the Company.
Each Member shall have only one account and shall not create more than one account.
Members shall not assign or provide as pledge their membership and rights granted thereunder to any third parties or create any rights for third parties thereon.
The Company may disapprove an application for membership registration of an applicant or, in the case of Members, cancel membership registration of and suspend use of the Services by a Member, if such applicant or Member falls under any of the following circumstances:
The applicant does not exist, or the Company determines that the applicant is unlikely to exist;
At the time of application, it is found that the applicant, who used to be a Member in the past, has been subject to disposition of suspending his/her membership ID temporarily and forcing him/her to withdraw from membership due to violation of membership terms and conditions or that the application made by the applicant has been disapproved in the past.
Any false or incorrect statement or omission is found in an application form of the applicant;
The Member failed to make any payment in connection with use of the Services in the past;
The settlement institution designated by the Company refuses to execute an agreement with the applicant;
The applicant or Member is discovered to be an organized crime group, its current or then member within five years, semi-regular of any organized crime group, employee of any company associated with organized crime group, racketeer group, group engaging in criminal activities under the pretext of conducting social campaigns, crime group specialized in intellectual crimes, terrorist, person designated by the government of Japan or any foreign country to be subject to economic sanctions (collectively, “Organized Crime Group Member”) or person equivalent to Organized Crime Group Member (along with Organized Crime Group Member, collectively, “Anti-social Forces”) or to be in any relationship with Anti-social Forces such as officer or employee of a company, the management of which involves Anti-social Forces; and
The Company determines the applicant or Member to be inappropriate for membership.
Article 4. Treatment of Membership IDs and Passwords
Members shall use their membership IDs and passwords only for appropriate use of the Services.
Members shall be responsible for keeping their membership IDs and passwords under their strict control in order to prevent fraudulent or unauthorized use thereof, and shall change their passwords periodically for security reasons.
Members shall not disclose, divulge, lend or assign their membership IDs and passwords to, share same with, allow same to be used by third parties or provide same as security for the benefit of themselves or third parties.
Any acts with the use of membership IDs and passwords, whether actually conducted by Members themselves or not, shall be considered to have been conducted by Members themselves, and Members shall be solely responsible and liable for such use. In the event of any damage incurred by the Company or third parties due to such acts by Members, Members shall compensate for such damage.
In the event of any damage incurred by Members or third parties due to defective control or misuse by Members or use by third parties of their membership IDs or passwords, the Company shall have no liability for such damage.
Article 5. Modifications of Registered Member Information and Withdrawal from Membership
In the event that any modification needs to be made to registered information, Members shall make such modification by taking procedures prescribed by the Company.
Members desiring to withdraw from membership shall take procedures prescribed by the Company.
Upon the withdrawal from membership, Members shall waive any and all their rights granted in connection with the Services.
The Company shall not be liable for any damage resulting from negligence of Members themselves in taking the prescribed procedures.
Members may not withdraw from membership if any of transaction procedures which they shall take, including settlement of transactions and shipment of merchandise, is incomplete. Members shall take withdrawal procedures after promptly and smoothly proceeding with and completing a series of incomplete transactions.
Article 6. The Services
The purpose of the Services is to provide a place and opportunities for sale and purchase of merchandise between Members. Members shall be liable for transactions including the execution of sale and purchase agreements, exhibition of merchandise on the internet site for the Service, guarantee in relation to purchase and otherwise. The Company shall not be involved in any execution of transactions including cancellation or termination of sale and purchase agreements, return of merchandise, refund of purchase price and guarantee etc. The Services are not designed to make arrangements for Members who intend to sell or purchase merchandise by auction.
For convenience of Members, the Company also provides information relating to a translation site (machine translation) ; however, the Company shall not guarantee accuracy of translation made by such translation site. In the event of using the said translation site, Members shall do so at their own risk and discretion. The Company shall not be liable for any damage incurred by Members due to mistranslation.
Article 7. Requests for and Procurement of Merchandise
In the event that Members make requests for any specific item of merchandise which they desire to purchase, Members shall do so with intent to purchase such item in accordance with procedures prescribed by the Company.
The items of merchandise prohibited from being transacted through the Services are specified in the link below. Requests for any item which falls or may fall under such prohibited items shall be considered as violation of the Rules, regardless of whether they are made intentionally or negligently.
Members shall not make requests for merchandise with no intent to purchase same or for the purpose of practical joke. Members shall not knowingly offer to procure merchandise requested with no intent to purchase or for the purpose of practical joke.
Members may not cancel their requests for the procurement of merchandise after they have confirmed their requests with other Members offering the procurement thereof.
When Members confirmed their requests for merchandise with other Members offering the procurement thereof, offering Members shall, after concluding procurement service agreements and sale and purchase agreements with Members requesting the procurement of the merchandise (“Requesting Members”) and accepting such fixed requests, procure and obtain requested merchandise pursuant to the terms and conditions proposed by offering Members and send same to requesting Members.
Members offering the procurement of requested merchandise shall make offers upon understanding and acceptance of the process which the price of requested and procured merchandise shall be paid by the Company after deducting a prescribed Otsukai service charge in accordance with the Rules from a purchase price received from requesting Members who received requested merchandise and notified the Company of the receipt thereof.
In the event that the Company determines a request to be in breach of the Rules or the rules for PayPal member stores (the “PayPal Rules”) or to be inappropriate, the Company may, at its sole discretion, cancel such request or exhibition of merchandise procured based on such request in addition to taking the measures set forth in Article 15 hereof. The Company shall not be liable for any damage incurred by Members due to the measures taken pursuant to this paragraph.
The Company shall not be liable for any damage incurred by Requesting Members, other Members or third parties due to requests made by requesting Members.
Article 8. Exhibition of Merchandise
Members exhibiting merchandise in the Service (“Exhibiting Members”) shall do so in accordance with procedures prescribed by the Company. Exhibiting Members shall use the Services pursuant to the PayPal Rules upon consent thereto in addition to consenting to the Rules.
The items of merchandise prohibited from being transacted through the Services are specified in the link below. Exhibition of any item which falls or may fall under such prohibited items shall be considered as violation of the Rules, regardless of whether it is made intentionally or negligently.
Exhibiting Members shall not do so with no actual intent to sell merchandise or by posting such merchandise information as insufficient to facilitate a correct understanding of merchandise or may give rise to confusion, or insufficient merchandise explanation. Exhibiting Members shall not post photos or the like not relevant to exhibited merchandise as relevant merchandise information.
Exhibiting Members shall comply with the Japan’s Secondhand Articles Dealer Act, Act on Specified Commercial Transactions, Act against Unjustifiable Premiums and Misleading Representations, Unfair Competition Prevention Act, Trademark Act, Copyright Act and other applicable laws and regulations.
In the event that the Company considers an exhibition of merchandise to be in breach of the Rules or the PayPal Rules or inappropriate, the Company may, at its sole discretion, cancel such exhibition, purchase resulting therefrom or otherwise in addition to taking the measures set forth in Article 15 hereof. The Company shall not be liable for any damage incurred by Members due to the measures taken by the Company under this paragraph.
The Company shall not be liable for any damage incurred by Members (Exhibiting Members or other Members) or third parties due to exhibition of merchandise or other acts by Exhibiting Members.
Article 9. Purchase of Merchandise
Members shall place orders of merchandise with intent to purchase the same in accordance with procedures prescribed by the Company.
Members shall not place such orders as with no intent to purchase or for the purpose of practical joke based on the judgement of the Company.
Members shall accept in advance that, with respect to orders placed by Members, if the Company is unable to confirm the arrival of data relating to the price of merchandise, action data representing an intent to sell or other necessary data prescribed by the Company at the server managed by the Company within the timeframe prescribed by the Company for transactions to be able to commence, such orders shall become invalid.
The Company shall not be liable for any damage incurred by Members or third parties due to placement of orders, purchase or other transactions by Members.
Article 10. Execution of Payments and Transactions
Sale and purchase agreements or procurement service agreements shall be concluded when Members who purchase the exhibited merchandise (“Purchasing Members”) have completed procedures for purchasing any specific item of exhibited merchandise or fixed their requests for the procurement of merchandise. Exhibiting Members and Purchasing Members may not assign or provide as security to third parties or dispose of their rights and obligations arising under the abovementioned agreements or procurement service agreements.
Upon conclusion of the abovementioned agreements, Purchasing Members shall pay an aggregate sum of the price of merchandise (including shipping cost), Otsukai service charge of the Services, PayPal fees (“Total Proposed Price”) in a method prescribed by the Company.
PayPal fees are charged when Purchasing Members chose PayPal as a method of payment. PayPal fees will be 8% of the price of merchandise as the total of PayPal payment fees and PayPal remittance fees.
Purchasing Members may be required to bear tax such as import duties according to local laws of Purchasing Members.
Exhibiting Members shall send merchandise after Purchasing Members have completed payment of the Total Proposed Price. Members procuring requested merchandise (“Procuring Members”) shall send merchandise after requesting Members have completed payment in relation to the procurement of requested merchandise.
Any trouble arising in connection with merchandise between Exhibiting Members and Purchasing Members (hereinafter including Requesting Members and Procuring Members) shall be settled between Members concerned. However, the Company may, at its sole discretion, join discussion between Members concerned.
In using the Services, Members may not cancel their orders of merchandise and/or requests of procurement of the merchandise after the confirmation thereof.
In the event that Members fail or delay in required payment pursuant to the Rules, the Company may suspend use of the Services by such defaulting Members without notice and take the measures set forth in Article 15 hereof.
Notwithstanding the conclusion of agreements between Members, in the event that purchasing Members fail or delay in the payment of Total Proposed Price, that Exhibiting Members fail to send merchandise or other events determined by the Company as appropriate, the Company may cancel such agreements.
The Company shall not be liable for any damage incurred by Members due to an unauthorized use by third parties of payment methods or banking information provided by Members to the Services, incorrect information provided by Members to the Services or the measures taken or not taken by the Company under this Article.
Article 11. Service Charge and Notification of Sales
Upon the conclusion of the agreement, Exhibiting Members or Procuring Members shall pay to the Company, as Otsukai service charge, an amount calculated by multiplying 10% of the price of merchandise based on the concluded agreement.
Exhibiting Members or Procuring Members shall agree in advance that the Company will collect the Otsukai service charge from Total Proposed Price paid by Purchasing Members to Company.
Company will not remit the sales amount to Exhibiting Members or Procuring Members in the case where outstanding balance of sales amount is less than 1,000JPY since remittance fee exceeds such amount. If a Member withdraws from the membership having its outstanding balance of sales, Company will remit such outstanding sales amount after deducting remittance fees to such withdrawing Member. However, if an outstanding balance of sales is less than 1,000JPY, Company will not remit the outstanding sales amount to such withdrawing Member. Company will confirm with Exhibiting Member or Procuring Member about its bank account information if such information if not registered upon remittance. Exhibiting Members or Procuring Members who wish to have such remittance of the sales amount from Company shall provide bank account information to Company.
On the internet site in the Service, prices of merchandises can be shown in JPY or USD depending on the page Members see. In such case, each currency is converted based on the Company’s own rate. The difference between actual currency rate and the Company Rate shall be the Otsukai service charge, and shall be collected from Purchasing Members in addition to this Article.
Article 12. Intellectual Property Rights and Content
Rights relating to any and all material content composing the Services belong to the Company or third parties holding such rights. Members shall obtain no rights in relation to any material content of the Services and shall not be engaged in any acts of infringing upon ownership, copyrights and any other intellectual property rights, portrait rights, publicity rights and other rights attached to material content unless authorized by holders of such rights. The grant of use of the Services under the Rules shall not mean a licensing of rights related to the Services held by the Company or such third party holders.
The Company and persons designated by the Company may be free to use photographs, videos, information and otherwise of merchandise posted by Members on the internet site in the Service for the purposes of, among others, advertisement, operation, research and development and presentation of the Services.
Members and others shall be solely liable for content they send or post in connection with the Services. The Company shall not check, verify, guarantee or assume any liability for the details, quality, accuracy, reliability, legality, up-to-dateness, usefulness or other natures of such content.
Members shall need to acknowledge by themselves the details, quality, accuracy, reliability, legality, up-to-dateness, usefulness or other natures of content sent or posted by other Members. The Company shall not be liable for any damage incurred by Members or third parties through use of content provided through the Services.
The Company shall not be liable for backing up content of the Services. Members shall back such content up, if necessary, at their risk and cost.
Article 13. Disclaimer
The Company shall not guarantee the correctness, accuracy, usefulness, reliability and legality of information relating to merchandise transacted through the Services.
The Company shall not indemnify Members from any damage resulting from violation of the Rules.
Members shall be liable for obtaining written import permits or other kinds of import authorization, if required in countries or areas receiving merchandise, at the cost of Members.
In the event of refunding payment made by PayPal, the Company shall not be responsible for any difference in payment amount which may arise due to fluctuations in foreign exchange rates.
In the event that any damage is found to have been incurred by Members through use of the Services due to negligence of the Company, the Company shall compensate Members for such damage up to half of the price of merchandise concerned (however, not exceeding JPY 50,000 in any case). In calculating an amount of compensation, figures after the decimal point shall be rounded down.
Article 14. Limitation of the Services
Each country or area may have separate import and export regulations. Before placing orders, Members are requested to be sure to confirm by themselves the regulations of countries relevant to transactions. In the case of any damage incurred by Members due to such import and export regulations, the Company shall not be liable for such damage.
Merchandise containing lithium cells or lithium-ion batteries is prohibited from shipment to some countries. Members are requested to be sure to check such prohibition before placing orders of or exhibiting merchandise. Members desiring to place orders of or exhibit merchandise containing lithium cells or lithium-ion batteries are requested to be sure to confirm by themselves such prohibition before placing orders of or exhibiting such merchandise. The Company shall not be liable for any damage incurred by Members due to their negligence of such confirmation.
In the event that any merchandise is found after shipment to correspond to prohibited export items or items subject to regulation, such merchandise shall be dealt with in accordance with the rules of a shipping agent handling such shipment, and costs and charges accrued in connection with such dealing shall be solely borne by Members concerned. The Company shall not be responsible for such costs and charges.
In the event that any damage is incurred by Members or third parties due to accident or trouble attributable to merchandise ordered or exhibited, Members ordering or exhibiting merchandise shall be solely liable and responsible for compensating third parties incurring damage for such damage. The Company shall not be liable and responsible for such compensation.
Article 15. Prohibitions
In the event that a Member is engaged in any of the following acts or determined by the Company to have violated the Rules or be engaged in acts not appropriate for the spirit of the Rules, the Company may, without prior notice, take measures such as canceling the registration of such Member, refusing access to all or part of the Services thereby, suspending use of the Services thereby, deleting all or part of content or information relating thereto. In such event, the Company shall not be obliged to explain the reason for taking such measures.
a. Act of violating and/or infringing intellectual property laws such as Copyright Act, Trademark Act, Patent Act, privacy right, other laws and regulations, the Rules or other important notes;
b. Act of infringing upon rights or injuring reputation of the Company, other Members or third parties;
c. Act which may give an adverse effect on minds and bodies of youth or healthful growth thereof or other acts in conflict with public order and morality;
d. Act of giving trouble or unpleasantness to other Members or third parties;
e. Act of reporting false information;
f. Act of posting or sending harmful programs or e-mails;
g. Act of hacking into the server or computers of the Company illegally; and
h. Act of urging payment in a method other than that provided by the Company
i. Act of using the Service provided by the Company in order to create a contract with another user outside the Service, or solicitation thereof
Article 16. Protection of Personal Information
Article 17. Suspension of the Services
The Company may modify or abolish the features of the Services, in whole or part, without prior notice due to maintenance, inspection, replacement or malfunction of its computers or other telecommunications facilities, problems in operating the Services or protection of personal information of Members or when other necessity arises.
The Company shall not be liable for any damage incurred by Members due to temporary suspension of the Services caused for any of the reasons set forth in the preceding paragraph.
Article 18. Suspension of Use and Cancellation of Membership Registration
In the event that any of the following acts by a Member is discovered, the Company shall be entitled to suspend use of the Services by such Member, cancel the membership registration thereof or change the membership ID and password thereof without prior notice. The Company shall not be liable for any damage resulting from such measures.
- Act of violation of laws and regulations or the Rules
- Fraudulent act with the use of the Services
- Certain incidents of failure in filling in a correct password (for protection of personal information of Members)
- Other acts against which the Company considers it necessary to take such measures
The Company shall be entitled to modify the membership IDs and passwords or cancel the registration of Members who have not had any access to the Services for a certain period of time.
Each Member shall have only one account under the provisions of the Company. In the event that the Company finds plural accounts created by a Member, the Company shall be entitled to suspend use of the Services by such Member, cancel the membership registration thereof or change the membership ID and password thereof without prior notice. The Company shall not be liable for any damage resulting from such measures.
Article 19. Modifications and Abolishment of the Services
The Company shall be entitled to modify or abolish the features of the Services, in whole or part, without obtaining the consent of Members.
Article 20. Modifications of the Rules
The Rules shall be subject to modifications or revisions made by the Company at its discretion without prior notice to Members.
In the event of modification of the Rules and any individual regulations, the modified Rules and individual regulations shall apply to use by Members after such modification, and in such event, Members shall be considered to have consented to such modification.
Article 21. Resolution of Troubles
In the case of any defect in merchandise, discrepancy between merchandise explanations and actual merchandise or damage arising during delivery due to defective packing, Exhibiting Members shall be solely liable therefor and deal with such case by refunding payment, collecting, repairing or replacing defective or damaged merchandise or doing otherwise at the risk and cost of Exhibiting Members.
In the case where the description of merchandise is clearly different from the actual merchandise, the Exhibiting Member shall return the price of merchandise to the Purchasing Member. Company will cancel the sales of the Exhibiting Member.
In the case where a tracking number of the merchandise is not registered within 3 days of the planned shipping date indicated by the Exhibiting Member or the tracking number is not correct, the Exhibiting Member shall return the price of merchandise to the Purchasing Member. Company will cancel the sales of the Exhibiting Member.
It shall be deemed that the merchandise is duly delivered if the delivery status shows delivered upon checking the tracking number of the merchandise. If there are any problems, the Purchasing Member is advised to contact the delivery company on its own responsibility.
If the delivery status shows it is on the way of delivery, the Purchasing Member is advised to contact the delivery company on its own responsibility. Provided however, that it is deemed that the order is canceled if the delivery status does not show it is delivered after 60 days from the shipment. In such case, Purchasing shall contact the delivery company and claim the indemnification etc. from the delivery company on its own responsibility.
It is deemed that the merchandise is duly delivered if the Purchasing Member does not notify the receipt within 37 days from the notification of shipment by the Exhibiting Member. It is also deemed that the merchandise is duly delivered if the delivery status shows that it is delivered upon checking the tracking number after the notification from the Exhibiting Member.
In the event that an item is returned to the Procuring Member due to the fault of the Procuring Member, the Procuring Member will bear the costs of reshipment.
In the event that an item is returned to the Procuring Member due to the fault of the Purchasing Member and the Purchasing Member would like the item to be reshipped, the Procuring Member will make an offer which includes the price of the reshipment of the item and a reasonable amount of service charge, for which the Purchasing Member must bear the costs.
In the event that an item is returned to the Procuring Member and the Procuring Member refuses to reship the item regardless of the wishes of the Purchasing Member, the Purchasing Member will be issued a full refund and the Company will erase the remittance from the Procuring Member’s account balance.
In the case that an item is returned to Procuring due to the fault of the Purchasing Member and the Purchasing Member does not request for the item to be reshipped, the Purchasing Member will not be refunded the cost and the Procuring Member will continue to receive the remittance for the sale, and the Purchasing Member forfeits the right to receive the item.
Any trouble arising from or in connection with the Services between Members or between a Member and a third party (including troubles arising on the premise of potential use of the Services) shall be resolved by Member/Members concerned at their risk and cost, and the Company shall not be liable for such trouble. Such trouble shall be resolved between parties concerned therewith, and in the event of any damage incurred by the Company due to such trouble, the parties concerned shall jointly and severally compensate the Company for such damage.
In the event of dispute involving lawsuit, complaint, claim or other kinds of troubles arising in relation to the Services between a Member and a third party, such Member shall resolve such dispute at his/her risk and cost, and the Company shall not be involved in such dispute. Attorney fees and any other costs and expenses, compensation or otherwise which may be incurred by the Company to deal with such dispute shall be compensated by such Member.
In the event of dispute between the Company and Members, Members shall agree to bear attorney fees and any other costs and expenses incurred by the Company in connection with such dispute.
Article 22. Others
In the event of any problem between the Company and Members which may not be resolved in accordance with the Rules, the Company and Members shall consult with one another in good faith to resolve such problem.
Last updated December 10, 2018. Replaces all prior versions.