FOODTRIP Services
Terms of Use

These terms of use set forth below (hereinafter referred to as the “Terms of Use”) shall be applied to Users of the FOODTRIP services (hereinafter referred to as the “Services”) operated by OTANI TRADING CO LTD. (hereinafter referred to as the “Company”). If you wish to use the Services, you must read the Terms of Use in full and agree to them.

Article 1 Application

The purpose of the Terms of Use is to set forth the terms and conditions of provision of the Services and the relationship of rights and obligations between the Company and Users with respect to the use of the Services. The Terms apply to all relationships between Users and the Company relating to the use of the Services.

Article 2 Definitions of Terms

The following terms used in the Terms of Use shall have the meanings respectively set forth below:

１．The term “User(s)” means a person who has been granted an ID and password to log in to the Services;

２．The term “Listing Person” means a User who lists certain products on the Services;

３． The term “Viewer” means the User who views information posted by the Listing Person and requests materials from the Listing Person; and

４．The term “Group User” means any party who collects information about suppliers and others who wish to be listed in the Services.

Article 3 About the Services

１．The Services are intended to provide registered User information to both the Listing Person and the Viewer and services incidental thereto, so that the Listing Person and the Viewer can contact each other to respond to requests, including product information.

２．In order to use the Services, the following environment is required:

（１）A computer with an operating system of Windows 7 or higher, or MacOSX Version 10.8 or higher;
（２） Browsers Internet Explorer 11 or higher, Microsoft Edge, FireFox 50 or higher, Safari 10 or higher, and Google Chrome 50 or higher that run on devices (1) above;
（３）Apple iPhone and iPad with iOS9 or higher;
（４）A smartphone or tablet running Android 6 or higher; and
（５）Cookies and JavaScript are available.

Article 4 Registration

１． A person who wishes to use the Services may apply for registration to use the Services by agreeing to comply with the Terms of Use and other regulations related to the Terms of Use including “FOODRIP Services Privacy Policy” and providing certain information prescribed by the Services in the manner prescribed by the Services.

２．The Company shall judge, in accordance with the standards of the Company, whether or not a person who has made an application for registration in accordance with the preceding paragraph (hereinafter referred to as the “Registration Applicant”) can be registered. If the Company approves the registration, it shall notify the Registration Applicant to such effect. The registration of the Registration Applicant as a User shall be deemed to have been completed upon giving the notice in this paragraph.

３．Upon completion of the registration set forth in the preceding paragraph, an agreement concerning the use of the Services between the User and the Company shall be formed, and thereafter the User will be able to use the Services in accordance with the Terms of Use.

４．The Company may refuse registration or re-registration if the Registration Applicant falls under any of the following items, and is under no obligation to disclose the reasons for such refusal.

（１）If all or part of the registered information provided to the Company is false, materially incorrect or omitted;
（２）If the Registration Applicant is a minor, adult ward, person under curatorship, or person under assistance, and has not obtained the consent of their legal representative, guardian, curator, or assistant;
（３）If the Registration Applicant belongs to antisocial forces, etc. (meaning organized crime group, organized crime group member, right-wing organization, antisocial forces, and any other person equivalent thereto, the same shall apply hereinafter), or if the Company determines that the Applicant is involved in any interaction or involvement with antisocial forces, etc. in any way such as cooperating or being involved with the maintenance, operation or management of the antisocial forces, etc. through funding or any other means;
（４） If the Registration Applicant has been subject to any of the measures set forth in Article 11 or 12 in the past;
（５）If the Registration Applicant is a business owner who operates an import business as a sole proprietorship; or
（６）Otherwise if the Company deems the registration inappropriate.

Article 5 Changes in Registered Information

If there are any changes to registered information, the User shall notify the Company of such changes without delay in the manner prescribed by the Company.

Article 6 Fees and Payment Method

１．The Listing Person (including a Group User when the Group User is to pay on behalf of another Users) shall, in consideration of the use of the Services, pay the Company a usage fee separately determined by the Company and displayed on the website for the Services in accordance with the payment method specified by the Company.

２． If the Listing Person delays payment of usage fees, the Listing Person shall pay the Company a late fee at the rate of 18.25% per annum.

Article 7 Exemption from Liability

１．The Company shall not assume any responsibility for the accuracy, fitness for a particular purpose, etc. of the information registered or obtained by the Users in the Services. The Company shall not assume any responsibility for any damages incurred by the User or any third party as a result of such information, etc.

２． The Company shall not assume any responsibility if the provision of the Services is delayed or becomes impossible due to a failure of communication devices, terminals, browser software, etc., or a failure of communication means such as interruption of Internet connection.

３．The Company shall not assume any responsibility with respect to disputes arising between the Listing Person or Group User and the Viewer or between the User and any third party concerning the information provided through the Services.

Article 8 Prohibited Matters

In using the Services, Users shall not perform any of the following acts or those that the Company deems to be any of the following acts:

（１）Acts in violation of the laws and regulations or any act that may constitute a criminal act;
（２）Acts of fraud or duress against the Company, any other User or third party;
（３）Acts against public order and morals;
（４）Acts of infringing upon any intellectual property right, portrait right, privacy right, reputation, or other rights or interests of the Company, any other User, or third party;
（５）Transmitting any of the following information or such information that the Company deems applicable to any of the following information to any User or any other third party whose contact information has been obtained through the Services;
- – Information containing violent or cruel expression
- – Information containing computer viruses or other harmful computer programs
- – Information containing any expression that damages or defames the reputation or credibility of the Company, any other User or third party
- – Information containing obscene expression
- – Information containing expressions that promote discrimination
- – Information containing expressions that encourage suicide or self-harm
- – Information containing expressions that encourage improper use of drugs
- – Information containing antisocial wording
- – Information that requires the spread of information to third parties, such as chain mail
- – Information containing expressions that are offensive to others
- – Information for the purpose of meeting a stranger
（６）Acts of imposing excessive load on, interfering with, or disrupting the network or system, etc. of the Services;
（７） Acts that may interfere with the operation of the Services;
（８）Acts of illegal access or attempt to access the Company’s network or system, etc.;
（９）Acts of pretending to be a third party;
（10）Acts of using an ID or password of any other User;
（11）Acts of reselling or assigning an User ID of the Services;
（12）Acts of entering the territory of any other User;
（13）Acts of using the Services outside the interface provided by the Services;
（14）Acts of advertising, promotion, solicitation, or business activities regarding the Services that have not been authorized in advance by the Company;
（15）Acts of collecting information of any other User for purposes other than the purpose of the Services;
（16）Acts of causing disadvantage, damage, or discomfort to the Company, any other User, or third party;
（17）Acts of election campaigning or similar activities;
（18）Religious activities such as religious recruitment and missionary work;
（19）Pyramid schemes (Ponzi scheme), multilevel marketing, or similar activities;
（20）Acts that interfere with the operation of the Services;
（21）Acts of creating or distributing any similar or derivative services without the Company’s permission;
（22）Provision of benefits to antisocial forces;
（23）Acts for the purpose of meeting a stranger;
（24）Acts of directly or indirectly causing or facilitating any of the acts set forth in each of the preceding items; or
（25）Any other acts that the Company deems inappropriate.

Article 9 Suspension of the Services, etc.

１． In any of the following situations, the Company may suspend or discontinue the provision of all or part of the Services without prior notice to Users:

（１）When urgently performing an inspection or maintenance of the computer systems related to the Services;
（２）When computers or communication lines stop due to an accident;
（３）When the operation of the Services becomes impossible due to force majeure such as earthquake, lightning strike, fire, wind and flood damage, blackout, natural disaster; or
（４） When the Company deems that suspension or interruption is required for other reasons not attributable to the Company.

２．The Company shall not be liable for any damages incurred by User as a result of measures taken by the Company pursuant to the preceding paragraph.

Article 10 Ownership

１．All intellectual property rights relating to the Services shall belong to the Company, and permission to use the Services under the Terms of Use does not mean permission to use said intellectual property rights of the Company.

２． Users shall hereby represent and warrant to the Company that they have lawful rights to register or otherwise transmit any data to be registered in the Services, and that the registered data does not infringe any rights of any third party.

３．Users hereby grant the Company a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works, display any data, photographs and other materials that are provided to the Company in order to use the Services.

４．Users shall agree that they will not exercise their moral rights against the Company or any person who succeeds to or receives permission from the Company with respect to any data, photographs and other materials that are provided to the Company in order to use the Services.

５．Users are prohibited from distributing, modifying, delivering, reusing, or redelivering the information displayed or downloaded through the Services for public or commercial purposes to the User or Group User from which the information was registered without permission.

Article 11 Deletion of Registration, etc.

１．In the event that a User falls under any of the following items, the Company may, without prior notice or demand, delete the registration data, temporarily suspend the use of the Services for such User, deregister as a User, or cancel the Services Usage Agreement.

（１） If a User breaches any of the provisions of the Terms of Use;
（２） If a false fact is found in the registered information;
（３） If a User becomes subject to suspension of payment, insolvency, or if a petition is filed for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or any similar proceedings against the User;
（４） If the Services have not been used for six months or longer;
（５） If there is no response to inquiries or other communication from the Company requiring a response for 30 days or more;
（６） If it is found to fall under any of the items of Article 4, paragraph 4; or
（７） If the Company otherwise determines that the use of the Services, registration as a User, or continuation of the use of the Services is inappropriate.

２． If the User falls under any of the following items set forth in the preceding paragraph, such User shall lose the benefit of time for all debts owed to the Company and shall immediately pay all debts owed to the Company.

３．The Company shall not be liable for any damages incurred by the User or any other third party due to acts by the Company under this Article.

Article 12 Withdrawal

１．The User may withdraw from the Services and cancel the user registration by giving notice in the manner prescribed by the Company.

２．In the event of withdrawal, if the User owes any debt to the Company, such User shall lose the benefit of time for all debts owed to the Company and shall immediately pay all debts owed to the Company.

３．The User shall comply with the provisions on use of information set forth in paragraph 2 of Article 16, even after withdrawal from the Services.

Article 13 Change or termination of the Services

１． The Company may change the content of the Services or terminate the provision thereof at its own convenience. In the event that the Company terminates provision of the Services, the Company shall notify the Users in advance.

２．The Company shall not be liable for any damages incurred by the User as a result of measures taken by the Company pursuant to the preceding paragraph.

Article 14 No Warranty and Limitation of Liability

１． The Company makes no warranty that the Services are fit for any particular purpose of the User, have the expected functionality, commercial value, accuracy, and usefulness, or that the User’s use of the Services will comply with laws and regulations applicable to the User or the internal rules of industry associations.

２．The Company shall have no liability for any damages incurred by the User in relation to any deletion or loss of data registered by the User in the Services, loss of registered data, or failure or damage of equipment or other failure of the Services (hereinafter referred to as “User’s Damages”).

３． Even if the Company is liable for any reason, the Company shall not be liable for the User’s Damages that exceed the amount of the consideration paid by such User to the Company for the past one month, or any incidental, indirect, special, future, or lost profits damages.

Article 15 Confidentiality

The Users shall treat as confidential any non-public information disclosed by the Company to the Users in connection with the Services for which such treatment is required, except with the prior written approval of the Company.

Article 16 Handling User Information

１．Handling of User information by the Company shall be separately set forth in the Privacy Policy, and the Users hereby consent to the Company’s handling of User information in accordance with said Privacy Policy.

２．The Company may use and publish information and data provided by User to the Company as statistical information in the form in which User’s name does not appear, at the Company’ s discretion, and the User shall not object thereto.

Article 17 Changes to the Terms of Use, etc.

The Company may make changes to the Terms of Use. If the Company makes any changes to the Terms of Use, it shall notify the Users of the details of such changes, and the User shall be deemed to have agreed to such changes when the User uses the Services after notification of such changes.

Article 18 Contact and Notification

１．Any inquiries about the Services and other communications from the User to the Company shall be made in the manner prescribed by the Company.

２．Any notification of changes to the Terms of Use and any other communication or notice from the Company to the Users shall be made in the manner prescribed by the Company.

Article 19 Assignment, etc. of Status under the Usage Agreement

１．The User may not assign, transfer, provide as security, or otherwise dispose of the contractual status or the rights or obligations under the Terms of Use to a third party without the prior written consent of the Company.

２．In the event that the Company transfers the business relating to the Services to others, the Company may transfer the status under the Usage Agreement, rights and obligations under the Terms of Use as well as the User’s registered information and other customer information, etc. to the transferee of the business transfer, in connection with such business transfer, and the User shall be deemed to agree to such transfer in advance for the purpose of this paragraph. For the avoidance of doubt, the business transfer set forth in this paragraph shall include not only a normal business transfer but also a company split or any other cases of business transfer.

Article 20 Severability

If any provision of the Terms of Use or any part thereof is judged to be invalid or unenforceable under relevant laws and regulations, the remaining part shall remain in full force and effect.

Article 21 Governing Law and Jurisdiction

The Terms of Use shall be governed by the laws of Japan. Any and all lawsuits between the User and the Company shall be submitted to the exclusive jurisdiction of the Niigata District Court in the first instance. We agree to exclude the application of the United Nations Convention on International Sale of Goods in any case in which sales of goods occur in the Services.

Article 22 Language

The Terms of Use and other regulations related to the Terms of Use including “FOODRIP Services Privacy Policy” shall be in Japanese. In the event of any inconsistency or conflict between the Japanese version and the English translation, the Japanese version shall prevail in any circumstances.