JILLION LIFE SUPPLIER MEMBERSHIP RULES

CHAPTER 1. GENERAL PROVISIONS

ARTICLE 1. APPLICATION AND AMENDMENT OF RULES

1. These Rules shall apply to all Supplier Members.
2. Tatsuno may amend these Rules (including any rule and provision concerning the usage of the Services; the same shall apply hereinafter in this paragraph) without the prior approval of the Supplier Members. In the event of any amendment of these Rules, Tatsuno shall determine the effective date and details of such amendment and notify the Supplier Members of such amendment by notice posted on the Website, e-mail or other means as designated by Tatsuno, thereby giving the effect of such amendment on the effective date of such amendment. In the event the Supplier Members use the Services after the effective date of such amendment, such Supplier Members shall be deemed to have agreed to such amended Rules.
3. If all or part of these Rules are amended, only such amended Rules shall apply to the Supplier Members.

ARTICLE 2. DEFINITIONS

1. “Supplier Member” means a sole proprietorship or juridical person whose registration has been completed in accordance with Article 3 (excluding any sole proprietorship or juridical person whose registration has been cancelled in accordance with Article 15).
2. “Supplier Membership Registration Applicant” means a sole proprietor or judicial person which wishes to be registered as the Supplier Member in accordance with Article 3.
3. “Privacy Policy” means, collectively, Jillion Life Privacy Policy separately determined by Tatsuno with respect to the usage of the Services.
4. “Buyer Member” means a sole proprietor or juridical person which has registered as the Buyer Member as set forth in JILLION LIFE BUYER MEMBERSHIP RULES in accordance with JILLION LIFE BUYER MEMBERSHIP RULES.
5. “Goods Posting Page” means a web page on which the Supplier Member may post and manage such Supplier Member’s goods through the Website in accordance with these Rules.
6. “Usage Agreement” means an agreement for the usage of the Services between Tatsuno and the Supplier Member governed by these Rules.
7. “Intellectual Property Rights” means copyrights, patent rights, utility model rights, trademark rights, design rights and other intellectual property rights existing in any jurisdictions (including the right to acquire such rights or to apply for registration, etc. of such rights).
8. “Posted Goods” means goods posted on the Goods Posting Page in accordance with Article 7.3 (excluding those whose posting has been deleted).

CHAPTER 2. MEMBERSHIP REGISTRATION

ARTICLE 3. MEMBERSHIP REGISTRATION

1. The Supplier Membership Registration Applicant may apply to Tatsuno for registration as the Supplier Member (the “Application for Registration”) by agreeing to these Rules and the Privacy Policy in their entirety and providing Tatsuno with the information separately determined by Tatsuno (the “Registration Information”) in a manner separately determined by Tatsuno. In the event the Application for Registration is made, the Supplier Membership Registration Applicant shall be deemed to have agreed to these Rules and the Privacy Policy in their entirety.
2. The Application for Registration must be made by the sole proprietor or juridical person themselves which wishes to be registered as the Supplier Member, except as permitted by Tatsuno.
3. The Supplier Membership Registration Applicant must provide Tatsuno with true, accurate and up-to-date information when the Application for Registration is made. In addition, in the event Tatsuno deems it necessary, Tatsuno shall be entitled to request the Supplier Membership Registration Applicant to provide any information other than Registration Information, in which case the Supplier Membership Registration Applicant shall provide Tatsuno with such information in a manner determined by Tatsuno.
4. Tatsuno shall decide whether or not to register the Supplier Membership Registration Applicant in accordance with Tatsuno’s standards, and if Tatsuno approves the registration, Tatsuno shall notify the Supplier Membership Registration Applicant in a manner separately determined by Tatsuno. Upon this notification, the Supplier Membership Registration Applicant shall be registered as the Supplier Member.
5. Upon completion of the registration set forth in the preceding paragraph, the Usage Agreement for the Services in accordance with the provisions of these Rules shall be entered into between the Supplier Member and Tatsuno, and the Supplier Member shall be entitled to use the Services in a manner determined by Tatsuno.
6. When registering the Supplier Membership Registration Applicant as the Supplier Member in accordance with paragraph 4, Tatsuno shall issue a member ID and password in order for the Supplier Member to use the Services and shall notify them in a manner separately determined by Tatsuno.
7. Tatsuno may not approve the registration if the Supplier Membership Registration Applicant (in the event such Supplier Membership Registration Applicant is a juridical person, including its officers, employees and other members; the same shall apply hereinafter in this paragraph) falls under any of the following items:
   1. In the event Tatusno determines that there is a risk of violation of these Rules;
   2. In the event there are false entries, errors, omissions or identity theft, etc. in all or part of the Registration Information;
   3. In the event the registration of the usage of the Services has been cancelled in the past;
   4. In the event the Supplier Membership Registration Applicant is a minor, an adult ward, a person under curatorship or a person under assistance, or otherwise subject to the limitation of its capacity to act under its national law;
   5. In the event the Supplier Membership Registration Applicant is not a party which uses the Services for or as a business;
   6. In the event Tatsuno determines that the Supplier Membership Registration Applicant is an anti-social force, etc. (meaning an organized crime group (boryokudan), a member of an organized crime group, a quasi-member of an organized crime group, a company related to an organized crime group, corporate racketeers (sokaiya), or any other group or individual that pursue economic profits through the use of violence, threats and fraud; the same shall apply hereinafter in these Rules) or that the Supplier Membership Registration Applicant is engaged in any exchange or involvement with an anti-social force, etc. including cooperating or being involved with the maintenance, operation or management of an anti-social force, etc. by providing financial assistance or other means;
   7. In the event Tatsuno determines that the credit status is not appropriate for the usage of the Services; or
   8. In the event Tatsuno otherwise determines that registration is inappropriate.
8. Registration as the Supplier Member shall be free of charge; provided, however, that a fee to Tatsuno may be charged in accordance with these Rules when using the Services.

ARTICLE 4. CHANGE OF REGISTRATION INFORMATION, ETC.

1. The Supplier Member shall promptly notify Tatsuno of any changes to the Registration Information in a manner separately determined by Tatsuno, submit the materials requested by Tatsuno, and make changes to the Registration Information.
2. The Supplier Member may change its password and other information separately determined by Tatsuno in accordance with the method separately determined by Tatsuno.
3. The Supplier Member shall be responsible for all damages suffered by such Supplier Member, Tatsuno or any third party as a result of such Supplier Member not changing the Registration Information or the information set forth in the preceding paragraph, and in no event shall Tatsuno be liable for any of such damages.

ARTICLE 5. MANAGEMENT OF PASSWORD AND MEMBER ID, ETC.

1. The Supplier Member shall, at its own responsibility, manage and keep its password and member ID, and shall not allow any third party to use them, lend them, transfer them, change its name on them, or sell or purchase them.
2. The Supplier Member shall, at its own responsibility, manage and keep its Registration Information and other information provided or entered by such Supplier Member through the Services (excluding its password and member ID).
3. The Supplier Member shall be responsible for all damages caused by inadequate management, errors in use and use by any third party of its Registration Information, password, member ID and other information, and in no event shall Tatsuno be liable for any of such damages.
4. In the event the Supplier Member finds that its password or member ID is stolen, leaked, or used by any third party, such Supplier Member shall immediately notify Tatsuno to that effect and follow Tatsuno’s instructions.

ARTICLE 6. USAGE OF SERVICES

1. The Supplier Member may use the Services during the term of the Usage Agreement in accordance with the method determined by Tatsuno within the scope of the purpose of these Rules and to an extent not in violation of these Rules. The Supplier Member, unless registered as the Buyer Member, may not use the services provided by Tatsuno to Buyer Members through the Website.
2. Preparation and maintenance of computers, software and other equipment, communication lines and other communication environments necessary to receive the Services shall be at the expense and responsibility of the Supplier Member.
3. The Supplier Member shall, at its own expense and responsibility, take security measures such as preventing computer virus infection, unauthorized access and preventing information leakage, according to the environment in which the Supplier Member uses the Services.

CHAPTER 3. POSTING OF GOODS

ARTICLE 7. GOODS POSTING PAGE

1. The Supplier Member may apply for posting their goods on the Goods Posting Page in accordance with the method separately determined by Tatsuno (the “Application for Posting”). After receipt of the Application for Posting, Tatsuno shall be entitled to review the goods that have been under the Application for Posting in accordance with Tatsuno’s standards (provided, however, that Tatsuno shall not be obliged to do so). If Tatsuno deems it necessary for such review, Tatsuno shall be entitled to ask the Supplier Member to provide any information, in which case the Supplier Member shall provide Tatsuno with such information in the manner designated by Tatsuno.
2. Notwithstanding the preceding paragraph, the Supplier Member shall not make the Application for Posting of the Prohibited Goods (as defined in Article 8). The Supplier Member shall, at its own responsibility, make the Application for Posting after confirming that the goods under the Application for Posting do not fall under the latest Prohibited Goods, and Tatsuno shall not be obliged to confirm whether or not the goods under the Application for Posting fall under the Prohibited Goods.
3. In the event that Tatsuno approves the posting of the goods under the Application for Posting in accordance with Tatsuno’s standards, Tatsuno shall post the goods which Tatsuno approves of posting on the Goods Posting Page within ten (10) Days of Tatsuno’s Business days (the “Business days”), in principle, after the receipt of the Application for Posting. The Supplier Member shall not post on the Goods Posting Page any good which Tatsuno does not approve of being posted, and the Supplier Member shall not object thereto in any way.
4. The Supplier Member shall, at its own responsibility, constantly confirm that the Posted Goods do not fall under the latest Prohibited Goods, and in the event the Posted Goods fall under the latest Prohibited Goods, the Supplier Member shall immediately discontinue the posting of the Posted Goods in accordance with the method separately determined by Tatsuno. In the event Tatsuno determines that the Posted Goods fall or are likely to fall under the Prohibited Goods (provided, however, that Tatsuno shall not be obliged to do such confirmation), Tatsuno may suspend the posting of such Posted Goods without prior notice to the Supplier Member, and the Supplier Member shall not object thereto. Tatsuno shall not be liable for any damage caused to the Supplier Member, Buyer Members or any other third party due to the discontinuation of the posting of the Posted Goods pursuant to this paragraph.
5. The Supplier Member shall make the Application for Posting in a true, accurate, complete and sufficient manner in accordance with laws and regulations. Tatsuno shall not be obliged, and shall not be responsible for, investigating the truth, accuracy, completeness, sufficiency, usefulness or any other matters relating to the Application for Posting.
6. In the event the Application for Posting is filed in a language other than Japanese, Tatusno may translate it into Japanese by itself or by any third party and may post it on the Goods Posting Page to the extent that Tatsuno deems it necessary (provided, however, that Tatsuno shall not be obliged to do such translation) and shall not post it in any language other than Japanese unless otherwise approved by Tatsuno. The Supplier Member shall confirm the contents of such translation at its own responsibility and expense. In no event shall Tatsuno be liable for any damage caused to the Supplier Member, Buyer Members or any other third party due to inaccuracies, incompleteness or insufficiency of such translation.
7. In the event the translation set forth in the preceding paragraph is inaccurate, incomplete or insufficient, the Supplier Member shall promptly notify Tatsuno of the contents thereof. Upon receipt of such notice, Tatsuno shall modify the translation if Tatsuno finds that the translation is inaccurate, incomplete or insufficient.
8. Any and all responsibilities incurred by Tasuno, the Supplier Member, Buyer Members or any other third party due to the lack of truth, accuracy, completeness, sufficiency, usefulness or other matters in the contents posted on the Goods Posting Page shall be borne by the Supplier Member, and in no event shall Tatsuno be liable therefor.
9. Tatsuno shall be entitled to determine the price of the goods posted on the Goods Posting Page (the “Posted Price”) at Tatsuno’s discretion, considering the price of the Posted Goods submitted by the Supplier Member at the time of the Application for Posting (the “Application Price”), import cost and other various costs, exchange cost, insurance premium, Tatsuno’s profit and all other circumstances. Tatsuno shall post the Posted Price on the Goods Posting Page for each of the Posted Goods, and the Supplier Member shall not raise any objection with respect to the Posted Price. Tatsuno may also change the Posted Price ex post facto if Tatsuno deems it necessary.
10. In the event the Supplier Member wishes to change the Application Price, the Supplier Member shall notify Tatsuno of the Posted Goods for which the Application Price is changed, the changed price and other matters separately designated by Tatsuno in accordance with the method separately determined by Tatsuno. Tatsuno may, in principle, change the Posted Price within ten (10) Business days of Tatsuno’s receipt of such notice. Upon the posting of the changed Posting Price on the Goods Posting Page, the change in the Application Price shall become effective, and Tatsuno may treat such change as not having been made until such time. The Supplier Member shall not object in any way to such change in the Posted Price and shall bear any and all responsibilities therefor arising before the change in the Application Price takes effect.
11. Notwithstanding the preceding paragraph, in the event Tatsuno determines that the posting of the Posted Goods on the Goods Posting Page does not conform to Tatsuno’s standards due to the change in the Application Price or the Posted Price, Tatsuno may discontinue the posting of the Posted Goods, and the Supplier Member shall not object to such discontinuation. In no event shall Tatsuno be liable for any damage suffered by the Supplier Member, Buyer Members or any other third party due to such discontinuation.
12. In addition to the cases set forth in paragraph 10, the Supplier Member may amend or delete the contents (excluding the Application Price) posted on the Goods Posting Page (including deletion of the Posted Goods) in accordance with the method separately determined by Tatsuno. Paragraphs 3 and 5 through 8 shall apply mutatis mutandis to the amendment and deletion in this case.
13. Tatsuno may, if deemed necessary, request the Supplier Member to amend or discontinue the posting of all or part of the contents posted on the Goods Posting Page. Upon receipt of such request, the Supplier Member shall promptly respond to the amendment or discontinuation in accordance with Tatsuno’s instructions. Paragraphs 3 and 5 through 8 shall apply mutatis mutandis to the amendment and discontinuation in this case.

ARTICLE 8. PROHIBITED GOODS

The Supplier Member shall not post on the Goods Posting Page goods, etc. that fall under any of the following items and other goods, etc. separately designated by Tatsuno (collectively the “Prohibited Goods”). Tatsuno may, at Tatsuno’s discretion, change the contents of the Prohibited Goods, and the Supplier Member shall not object thereto:

1. Stimulants, narcotics, psychotropics, cannabis, opium, poisons, deleterious substances;
2. irearms, swords, weapons, explosives, chemical weapons, toxic substances, sarin, air guns and model guns regulated by law (including any applicable law, the same shall apply hereinafter in these Rules);
3. Obscenity, pornography, child pornography, nude photography, adult videos, adult games, used women’s clothing;
4. Goods related to prostitution and child prostitution;
5. Goods related to gambling and lottery;
6. Goods related to endless chain investment scheme and multi-level marketing;
7. Securities, notarial deeds, identifications (including driver licenses, passports, etc.), forged currencies, forged documents, forged electromagnetic records;
8. Goods obtained through theft, burglary, fraud, extermination, embezzlement, defeat or other crimes;
9. Goods that infringe patents, utility model rights, design rights, trademark rights, copyrights, portrait rights, and other rights of others (including, but not limited to, fraudulent brand goods and illegal copy goods);
10. Software that contains computer viruses;
11. Human body and parts of the human body;
12. Personal information, trade secrets, and other information that is not disclosed to the public;
13. Goods related to crime or other acts of violation of laws and regulations;
14. Tobacco and electronic tobacco containing nicotine;
15. Living animals;
16. Intangible services (except as separately approved by Tatsuno);
17. Cash and gift certificates;
18. Other goods in violation of laws and regulations;
19. Goods similar to the preceding items; or
20. Other goods that Tatsuno deems inappropriate.

CHAPTER 4. SALES

ARTICLE 9. SALES CONTRACT

1. In the event any Buyer Member wishes to purchase the Posted Goods, sales contracts shall be entered into with respect to such Posted Goods, respectively, between Tatsuno and the Buyer Member and between Tatsuno and the Supplier Member.
2. The Supplier Member shall not negotiate or enter into a sales contract with any Buyer Member directly with respect to the Posted Goods. In addition, the Supplier Member shall not, without using the Services, negotiate or enter into any sales contract of goods or any other contract with any Buyer Member which the Supplier Member has learned in connection with the Services, except as may be approved in advance in writing by Tatsuno.
3. The terms and conditions for the sale and purchase of the Posted Goods between Tatsuno and the Supplier Member shall be in accordance with the provisions of the JILLION LIFE TERMS OF SALES FOR SUPPLIER MEMBERS.

CHAPTER 5. PRECAUTIONS ETC. FOR USAGE OF SERVICES

ARTICLE 10. PROHIBITED ACTS OF SUPPLIER MEMBER

1. The Supplier Member shall not engage in any act that falls under or is likely to fall under any of the following items when using the Services:
   1. An act in violation of these Rules or laws and regulations;
   2. An act of registering false, inaccurate or inadequate Registration Information (including an act of changing such information ex post facto);
   3. An act of making the Application for Posting of, or posting on the Goods Posting Page, false goods, or any other act of deceiving, misleading or confusing Tatsuno or Buyer Members;
   4. An act that infringes Intellectual Property Rights, portrait rights, privacy rights, reputation or other rights or interests of Tatsuno, other Supplier Members, Buyer Members or any other third party (including an act that directly or indirectly causes such infringement);
   5. An act related to a criminal act or an act contrary to public order or morality;
   6. An act of transmitting information concerning Prohibited Goods;
   7. An act of making, or having any third party make, unauthorized use of ID or password;
   8. An act in violation of any law and regulation or the internal rules of any trade association to which Tatsuno or the Supplier Member belongs;
   9. An act of transmitting information containing computer viruses and other harmful computer programs;
   10. An act of falsifying the information of Tatsuno or any other third party;
   11. An act of transmitting data exceeding a certain amount of data as determined by Tatsuno through the Services;
   12. An act of interfering with Tatsuno’s operation of the Services;
   13. An act that ruins or damages the reputation of the Services or Tatsuno, other Supplier Members, Buyer Members or any other third party; or
   14. Any other act that Tatsuno deems inappropriate.
2. In the event Tatsuno determines that any act of the Supplier Member falls under or is likely to fall under any of the items in the preceding paragraph, Tatsuno shall be entitled to delete all or part of the information relating to such act without prior notice. Tatsuno shall not be liable for any damage caused to the Supplier Member, Buyer Members or any other third party as a result of any measure taken by Tatsuno under this paragraph.

ARTICLE 11. SUSPENSION ETC. OF SERVICES

1. In the event of any of the following items, Tatsuno may suspend or stop the use of the Services in whole or in part without prior notice to any Supplier Member:
   1. In the event of periodic or emergency inspections or maintenance of the computer system pertaining to the Services;
   2. In the event the computer or communication line stops due to an accident;
   3. In the event the Services are unable to operate due to force majeure such as fire, power failure or natural disaster; or
   4. In the event Tatsuno determines that suspension or stop is necessary.
2. Tatsuno may terminate the provision of the Services at Tatsuno’s convenience at any time. In this case, Tatsuno shall notify Supplier Members in advance.
3. Tatsuno shall not be liable for any damages suffered by any Supplier Member as a result of the measures taken by Tatsuno under this Article.

ARTICLE 12. PRESERVATION OF INFORMATION

Even if Tatsuno has preserved any message and other information sent and received by the Supplier Member for a certain period in the course of operation of the Services, Tatsuno shall not be obliged to preserve such information and shall be entitled to delete such information at any time. In no event shall Tatsuno be liable for any damage suffered by any Supplier Member as a result of the measures taken by Tatsuno under this Article.

ARTICLE 13. PRECAUTIONS FOR DOWNLOADING, ETC.

When the Supplier Member installs software, etc. to its computer, etc. by downloading from the Website or by other means at the time of beginning of or during the usage of the Services, the Supplier Member shall take sufficient care not to cause deletion or modification of information held by the Supplier Member or malfunction or damage to the equipment, etc., and in no event shall Tatsuno be liable for any such damage suffered by the Supplier Member.

ARTICLE 14. OWNERSHIP OF RIGHTS

1. All ownership and Intellectual Property Rights with respect to the Website and the Services belong to Tatsuno or any party which licenses Tatsuno, and the permission to use the Services pursuant to the registration set forth in these Rules does not grant any Supplier Member any right to use any Intellectual Property Right of Tatsuno or any party which licenses Tatsuno with respect to the Website or the Services.
2. Tatsuno shall be entitled to freely use (including reproduce, copy, modify, sublicense to any third party and make any other usage of) any text, images, videos and other data posted or otherwise transmitted by the Supplier Member on the Website or the Services, free of charge.

ARTICLE 15. CANCELLATION ETC. OF REGISTRATION

1. In the event that Tatsuno determines that the Supplier Member falls under any of the following items, Tatsuno may temporarily suspend such Supplier Member’s use of the Services or cancel the registration as the Supplier Member without prior notice or demand:
   1. In the event of a violation of Article 10.1;
   2. In the event it is found that there is a false fact in the Registration Information;
   3. In the event the Supplier Member uses or intends to use the Services for the purpose or in a manner that may cause damages to Tatsuno, other Supplier Members, Buyer Members or other third parties;
   4. In the event the Supplier Member interferes with the operation of the Services by any means whatsoever;
   5. In the event of suspension of payments or insolvency (including the event of an assignment for the benefit of its creditors or any arrangement in connection with or regarding its insolvency, in any territory or region, or discontinuation of its business or appointment of a receiver for the Supplier Member or its business), or in the event of a petition for commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, commencement of special liquidation or any similar proceedings;
   6. In the event of receiving a disposition of dishonor with respect to a note or check issued or accepted by the Supplier Member, or in the event of receiving a disposition to suspend transactions with a clearinghouse or other similar measures;
   7. In the event a petition for seizure, provisional seizure, provisional disposition, compulsory execution, or auction has been filed;
   8. In the event of a disposition for failure to pay taxes and public charges;
   9. In the event the Supplier Member has died or has become subject to the ruling of commencement of guardianship, commencement of curatorship or commencement of assistance, or has otherwise become subject to the limitation of its capacity to act under its national law;
   10. In the event the Supplier Member falls under any of the items of Article 3.7; or
   11. In the event Tatsuno otherwise determines it inappropriate to continue the registration as the Supplier Member.
2. In the event of any of the events set forth in the items of the preceding paragraph, any and all obligations of the Supplier Member to Tatsuno shall automatically be accelerated and become immediately due and payable to Tatsuno.
3. In no event shall Tatsuno be liable for any damage caused to any Supplier Member, any Buyer Member or any other third party as a result of the measures taken by Tatsuno under this Article.
4. The Supplier Member may cancel its registration as the Supplier Member by giving notice to Tatsuno at least thirty (30) Calendar days’ prior notice in a manner separately determined by Tatsuno. Notwithstanding paragraph 1, Tatsuno may cancel the registration of the Supplier Member by giving notice to the Supplier Member seven (7) Calendar days in advance.
5. In the event of the cancellation of the registration of the Supplier Member under this Article, the Supplier Member shall return, destruct, or otherwise dispose of the software, manuals and other materials, data, etc. related to the Services provided by Tatsuno in accordance with Tatsuno’s instructions.
6. In the event the registration of the Supplier Member is cancelled pursuant to this Article, Tatsuno shall delete such Supplier Member’s Goods Posting Page. In no event shall Tatsuno be liable for any damage caused to any Supplier Member, any Buyer Member or any other third party as a result of the foregoing.

ARTICLE 16. DISCLAIMER OF WARRANTY

1. Tatusno shall make no warranty whatsoever with respect to any of the following events. In addition, even if the Supplier Member obtains information directly or indirectly from Tatsuno concerning the Services or other Supplier Members or Buyer Members, in no event shall Tathsno make any warranty to any Supplier Member beyond the terms and conditions set forth in these Rules:
   1. All matters concerning the Posted Goods (including, but not limited to, the legitimacy of the goods and transactions thereof, the authenticity of the goods, the existence of inventories of the goods, the appropriateness of the prices of the goods, or the expected function, merchantable value or usefulness); or
   2. The information provided to the Supplier Member in the Services and the system of the Services being free from defects, errors, bugs, etc., or the reliability, accuracy, completeness, safety and effectiveness thereof.
2. The Supplier Member shall investigate, at its own responsibility and expense, whether or not the usage of the Services violates laws and regulations and internal rules of trade associations, etc., which are applicable to the Supplier Member, and Tatsuno shall not guarantee that the usage of the Services by any Supplier Member complies with the laws and regulations and internal rules of trade associations, etc. which are applicable to such Supplier Member.
3. Any transactions, communications, disputes, etc. arising between the Supplier Member and another Supplier Member or any Buyer Member or any other third party in connection with the Services or the Website shall be handled and settled at the expense and responsibility of the Supplier Member, and in no event shall Tatsuno be liable for such matters.
4. In no event shall Tatsuno be liable to compensate for any damage suffered by any Supplier Member in connection with the Services, including, but not limited to, the interruption, suspension, termination, unavailability or change of the provision of the Services by Tatsuno, deletion or disappearance of messages or information of the Supplier Member, cancellation of the registration of the Supplier Member, loss of data or failure or damage to the equipment due to the usage of the Services, or any other damage suffered by the Supplier Member in connection with the Services.
5. Even if a link from the Website to another website or a link from another website to the Website is provided, in no event shall Tatusno be liable for any reason with respect to any website other than the Website and the information obtained therefrom.

ARTICLE 17. DISPUTE RESOLUTION AND DAMAGES

1. The Supplier Member shall compensate Tatsuno for any damage (including reasonable attorneys’ fees) caused to Tatsuno by such Supplier Member’s breach of these Rules or in connection with the usage of the Services.
2. In the event that the Supplier Member receives a complaint from other Supplier Members or Buyer Members or any other third party in connection with the Services or a dispute arises between the Supplier Member and such party, the Supplier Member shall immediately notify Tatsuno of the contents thereof, settle such complaint or dispute at the expense and responsibility of the Supplier Member, and report to Tatsuno the process and result thereof upon request from Tatsuno.
3. If, in connection with the usage of the Services by the Supplier Member, Tatsuno receives any claim from other Supplier Members, Buyer Members or any other third party for infringement of rights or for any other reason, such Supplier Member shall indemnify and compensate Tatsuno for any damage and expense (including reasonable attorneys’ fees) Tatsuno has incurred in connection with such claim.
4. In no event shall Tatsuno be liable for any damages suffered by any Supplier Member in connection with the Services. In addition, even in the event Tatsuno is liable to the Supplier Member for damages, Tatsuno’s liability shall be limited to the total amount of commissions actually received from such Supplier Member for the usage of the Services in the past one (1) month retroactively from the time when the cause of such damages arose.

CHAPTER 6. CONFIDENTIALITY AND PERSONAL INFORMATION

ARTICLE 18. CONFIDENTIALITY

1. “Confidential Information” as used in these Rules means all information relating to Tatsuno’s technology, sales, operations, finance, organization, or other matters that Tatsuno has provided or disclosed to the Supplier Member in writing, orally, or on a recording medium, etc., or that the Supplier Member would have learned in connection with the Usage Agreement or the Services; provided, however, that such information shall be excluded from the Confidential Information if: (1) it has become or has become generally known to the public at the time when it is provided or disclosed by Tatsuno; (2) it has become publicly known through publications or other means after it has been provided or disclosed by Tatsuno or has become known to the public through any cause not attributable to such Supplier Member; (3) it has been lawfully obtained without the obligation of confidentiality from any third party authorized to provide or disclose it; (4) it has been independently developed without the obligation of confidentiality; or (5) it has been confirmed in writing by Tatsuno that it is not necessary to maintain confidentiality.
2. The Supplier Member shall use the Confidential Information only for the purpose of using the Services and shall not provide, disclose or divulge the Confidential Information of Tatsuno to any third party without Tatsuno’s written approval.
3. Notwithstanding the provisions of paragraph 2, the Supplier Member may disclose Confidential Information to the extent required in accordance with laws, or orders, demands or requests by courts or governments regarding the part that is legally required to be disclosed; provided, however, that, in the event of such order, demand or request, the Supplier Member must promptly notify Tatsuno to that effect.
4. The Supplier Member shall obtain prior written approval from Tatsuno when reproducing documents or magnetic recording media containing Confidential Information and shall strictly manage copies in accordance with the provisions of paragraph 2.
5. The Supplier Member shall, at any time upon request from Tatsuno, return or destroy the Confidential Information and the written or other recording media containing the Confidential Information and all copies thereof in accordance with Tatsuno’s instructions without delay.

ARTICLE 19. PERSONAL INFORMATION PROTECTION POLICIES

Tatsuno shall handle the personal information of any Supplier Member in accordance with Tatsuno’s Privacy Policy and any Supplier Member shall agree thereto.

CHAPTER 7. MISCELLANEOUS PROVISIONS

ARTICLE 20. TERM

The Usage Agreement shall become effective on the date of completion of the registration of the Supplier Member in accordance with Article 3 and shall remain in effect between Tatsuno and the Supplier Member until the date of cancellation of the registration of such Supplier Member or the date of termination of the provision of the Services, whichever comes earlier.

ARTICLE 21. CONTACT AND NOTIFICATION

Inquiries about the Services and other communications or notices from the Supplier Member to Tatsuno, notices of changes to these Rules, and other communications or notices from Tatsuno to the Supplier Member shall be made in a manner determined by Tatsuno.

ARTICLE 22. ASSIGNMENT, ETC. OF RIGHTS AND OBLIGATIONS

1. The Supplier Member may not lease, assign, transfer, pledge, or otherwise dispose of its status under the Usage Agreement or its rights or obligations under these Rules to any third party without Tatsuno’s prior written approval.
2. In the event Tatsuno transfers the business relating to the Services to another company, the status under the Usage Agreement, rights and obligations under these Rules, Registration Information of the Supplier Member and other customer information may be transferred to the transferee of such business upon such transfer of business, and the Supplier Member shall agree in advance to such transfer in this paragraph. The transfer of business set forth in this paragraph shall include not only the ordinary transfer of business but also any other business transfer, such as a company split.

ARTICLE 23. ENTIRE AGREEMENT

These Rules constitute the entire agreement between Tatsuno and any Supplier Member with respect to the matters contained herein and supersede any prior agreements, representations and understandings, oral or written, between Tatsuno and Supplier Members with respect to the matters contained herein.

ARTICLE 24. SEVERABILITY

Even if any provision of these Rules or any part thereof are held to be invalid or unenforceable by any law and regulation, the remaining provisions of these Rules and the remaining part of provisions which are held to be invalid or unenforceable in part shall remain in full force and effect continuously, and Tatsuno and the Supplier Member shall endeavor to amend such invalid or unenforceable provision or part to the extent necessary to render it legal and enforceable, to ensure the spirit of such invalid or unenforceable provision or part and the legally and economically equivalent effect.

ARTICLE 25. SURVIVAL

Article 4.3, Articles 5.2 (password management), 5.3 and 5.4, Articles 7.3, 7.4, 7.5, 7.6, 7.8 and 7.11, Article 9.2, Article 10.2, Article 11.3, Articles 12 through 14, Articles 15.2, 15.3, 15.5 and 15.6, Articles 17 through 20, and Articles 22 through 27 shall survive the termination of the Usage Agreement.

ARTICLE 26. GOVERNING LAW AND JURISDICTION

These Rules shall be governed by the laws of Japan. Any and all disputes arising out of or related to these Rules shall be subject to the exclusive jurisdiction of the Osaka District Court in the first instance.

ARTICLE 27. LANGUAGE

These Rules shall be made and interpreted in Japanese. The English version of these Rules will be prepared for reference purpose only. In the event of any conflict between the Japanese and English versions, the Japanese version shall prevail.

ARTICLE 28. GOOD FAITH CONSULTATION

In the event any matter not stipulated in these Rules or any doubt arises regarding the interpretation of these Rules, Tatsuno and the Supplier Member shall promptly resolve such matter through a good-faith mutual consultation.

Data Controller

Tatsuno Corporation 　Jillionlife Project

Address: 2-2-9, Minami-Honcho Chuo-Ku, Osaka 541-0054
Email: privacy@jillionlife.com