Terms of Service

Article 1 (General Provisions)

These terms and conditions establish the contractual relationship (hereinafter referred to as "this Agreement") between Simplify Inc. (hereinafter referred to as "Party A") and the applicant for store registration (hereinafter referred to as "Party B") regarding the operation of the shopping mall "unigem" on the internet.

Article 2 (Seller Panel Registration)

Party B shall access the portal site necessary for product sales (hereinafter referred to as the "Seller Panel") via the URL designated by Party A and register using their email address and the password created by Party B.

Article 3 (Notification Matters)

1. Party B shall notify Party A of the following matters through the Seller Panel and shall similarly notify Party A of any changes to these matters. Party B shall bear any damages resulting from failure to provide such notifications.

  • Business name (store name, brand name)
  • Contact person’s name, address, email address, and phone number
  • Bank account for sales revenue deposits
  • Other matters related to Party B’s business as specified by Party A

2. If Party A sends an email to the email address notified by Party B in accordance with the preceding paragraph (hereinafter referred to as the "Notified Email Address"), such email shall be deemed to have reached Party B at the time Party B receives it or 24 hours after Party A sends it, whichever is earlier.

3. If Party A notifies Party B via email to the Notified Email Address that a notice has been posted on Party A’s designated page within Party A’s server, Party B must promptly check the notice. The notice shall be deemed to have reached Party B either at the time of confirmation by Party B or 24 hours after the email is deemed to have been received according to the preceding paragraph, whichever is earlier.

Article 4 (Store Plans and System Usage Fees)

1. Party B shall select a store plan for "unigem" through the Seller Panel.

2. Party B shall pay the system usage fees based on the selected store plan and any options. The fees are as follows:

  • LIGHT Plan: ¥5,000 per month + tax
  • BASIC Plan: ¥15,000 per month + tax
  • PREMIUM Plan: ¥25,000 per month + tax
  • Sample Storage Option: ¥200 per product + tax

These fees shall be paid at the beginning of each month through the payment system Stripe for that month's charges.

Article 5 (Transfer of Rights)

1. Party B may not transfer, sublease, pledge, or otherwise dispose of the rights to operate a store on "unigem" or any other rights under this Agreement, except with prior consent from Party A.

2. The procedure for obtaining such consent shall be in accordance with the method separately specified by Party A.

Article 6 (Outsourcing of Operations)

1. Party A and Party B may, at their own responsibility, outsource all or part of their operations to a third party.

2. In such cases, Party A and Party B shall ensure that the third party manages customer information properly and complies with these terms and conditions. Party A and Party B shall be responsible for any actions taken by the third party.

Article 7 (Content Display) / LIGHT Plan Only

1. Party B shall create information about the products for sale (hereinafter referred to as "Content") on the Seller Panel in accordance with the specifications set by Party A.

2. Party B may register up to 50 products on the Seller Panel.

3. In creating the Content, Party B must comply with the following:

  • Do not display content that contravenes Article 18 or other provisions of these terms and conditions.
  • Do not display content that is obscene, grotesque, or otherwise likely to cause discomfort to the general public.

4. Party A will review the Content created by Party B and, if Party A deems the Content suitable for "unigem," will permit the use of that Content for listing and will publish it on "unigem."

If the Content created by Party B does not conform to the format specified by "unigem" or contains incorrect or inappropriate expressions in product descriptions, Party A may make corrections without Party B’s consent.

5. After listing, Party B may revise and display the Content within the scope permitted by these terms and conditions. Party B shall regularly update the Content to ensure it provides the most current information to users.

6. If Party A reasonably determines that the Content created by Party B is not suitable for "unigem," Party A may change its content and display.

7. In addition to the Content created by Party B, Party A will display the following information for customers:

  • The name, phone number, and email address of the contact person on the Seller Panel.
  • Business hours, regular holidays, and the number of days until shipping.
  • Information indicating that inquiries and complaints about products should be directed to Party B.
  • Other matters specified by Party A.

Article 8 (Customer Interaction) / LIGHT Plan Only

1. In the event that someone viewing the product page places an order or makes an inquiry about the product (hereinafter referred to as the "Customer"), Party B shall handle all necessary procedures for the sale, including the delivery of the product and response to inquiries, directly with the Customer, excluding payment processing.

2. Party A shall display that the parties to the transaction are Party B and the Customer, and that any rights and obligations arising from the sale are between Party B and the Customer.

3. If any disputes arise with the Customer regarding non-delivery, delays, defects, or other issues related to the product, or if disputes arise with third parties regarding intellectual property rights such as copyrights or trademarks related to the Content, Party B shall be solely responsible for resolving these issues. If Party A is forced to make any compensation payments to the Customer or other third parties, Party B shall pay Party A the full amount of such compensation and any legal fees or other expenses incurred by Party A in resolving the matter.

4. Party A may, without obtaining Party B’s consent, provide information or other assistance to the Customer or other third parties regarding disputes between Party B and the Customer or third parties.

Article 9 (Inspection) / BASIC and PREMIUM Plans Only

1. When Party A receives products from Party B, Party A shall promptly conduct an acceptance inspection. If the products pass the acceptance inspection, Party A shall issue a notice of acceptance to Party B.

2. Party A shall register up to 50 products delivered by Party B on the Seller Panel. If more than 50 products are delivered, Party A and Party B shall negotiate and return the excess products.

3. If any discrepancies are found in the variety, quantity, or quality of the products compared to the declarations, Party A shall immediately notify Party B and provide instructions for handling the discrepancies.

4. If Party A does not issue a notice of acceptance or the notice specified in the preceding paragraph within 14 days after the delivery of the products, the products shall be deemed accepted 15 days after the delivery date.

Article 10 (Returns) / BASIC and PREMIUM Plans Only

Party B shall not accept returns after the completion of the inspection, and Party A agrees to this condition.

Article 11 (Sample Storage) / Sample Storage Option Only

1. Under the Sample Storage Option, Party B may entrust Party A with the storage of up to 20 products.

2. Party A may use the stored products as tools for sales activities and public relations.

3. Party A will not conduct an inspection of the samples delivered by Party B.

4. If a sample is lost or damaged beyond repair for any reason, Party A shall be liable for compensation by paying Party B 30% of the sales price. However, if the sample can be repaired, Party A shall not be liable for the compensation.

Article 12 (Selling Price)

1. For the LIGHT Plan, Party B shall set and specify the selling price of the products on the Seller Central platform. Party B shall also decide the timing and discount rate for any sales promotions.

2. For the BASIC and PREMIUM Plans, Party A shall sell the products based on the selling price specified by Party B. However, the timing and discount rate for sales promotions shall be determined through consultation between Party A and Party B. Party A will not independently set sale prices.

Article 13 (Sales Locations)

1. For the LIGHT Plan, Party A shall sell Party B’s products online.

2. For the BASIC Plan, Party A shall sell Party B’s products online. Additionally, Party B may sell products at "unigem" stores as a limited-time pop-up event under the instructions of Party A.

3. For the PREMIUM Plan, Party A shall sell Party B’s products both online and in physical stores. The display location and quantity in the stores shall be determined at Party B’s discretion. Additionally, Party B may sell products at "unigem" stores as a limited-time pop-up event under the instructions of Party A.

Article 14 (Quality Guarantee)

1. Party B guarantees that the products delivered to Party A meet the materials, quality, and performance as declared by Party B.

2. For the BASIC and PREMIUM Plans, if any hidden defects are discovered in the products delivered to Party A, Party B shall, at no cost, repair the defective products, provide replacements, or take other measures as requested by Party A. However, this obligation does not apply after the period specified in Article 9 has elapsed.

Article 15 (Sales Cooperation)

Party B shall, upon request from Party A, provide necessary materials for promoting the sale of the products, such as product manuals, free of charge.

Article 16 (Copyrights and Other Rights)

1. For copyrighted works displayed on the product page and copyrighted works registered in the database system:

  • Party A holds the copyright for works created by Party A.
  • Party B holds the copyright for works created by Party B.

2. If Party B wishes to display copyrighted works held by third parties on the product page or register them in the database system, Party B must obtain prior permission from the third party for the following uses:

  • Utilization and modification by Party B.
  • Utilization and modification by Party A within the scope defined in the following section.
  • Utilization and modification by viewers of the store page or other third parties recognized by Party A within the scope defined in the following section.

3. Party B grants Party A permission to use and modify the works and content created by Party B or third parties (hereinafter referred to as "Works and Content by Party B or Third Parties") free of charge, for the promotion of Party B's store, "unigem," and other services of Party A, in the following media and in a manner deemed reasonable by Party A within the necessary scope. Party B shall not exercise or allow third parties to exercise moral rights in the scope of modifications:

  • Websites and applications operated by Party A.
  • Posts on social media accounts managed by Party A.
  • Television commercials, newspaper and magazine advertisements distributed by Party A.
  • Printed materials and presentation materials distributed at events operated or participated in by Party A.

4. Party B grants permission to Party A for third parties recognized by Party A to use and modify Works and Content by Party B or Third Parties free of charge on their own social media or other media in a manner approved by Party A.

5. Party B grants permission to Party A for third parties approved by Party A to use and modify Works and Content by Party B or Third Parties free of charge for research and development purposes related to the improvement of Party A's services or internet services, in a manner approved by Party A.

6. The provisions of the preceding three paragraphs shall continue to be effective even after the termination of this Agreement.

Article 17 (Contract Term)

The term of this Agreement shall be six months from the registration on the Seller Panel. However, if neither party gives notice of termination one month before the expiration of the term, the Agreement shall automatically renew for an additional six months under the same conditions, and similarly thereafter.

Even during the term of this Agreement, either Party A or Party B may terminate the Agreement with one month’s prior notice to the other party. In this case, there shall be no obligation for damages.

Article 18 (Sales Commission)

1. Party B shall pay Party A a sales commission as follows:

  • For the LIGHT Plan: 15% of the monthly sales amount (hereinafter referred to as "Base Sales Amount").
  • For the BASIC and PREMIUM Plans: 30% of the Base Sales Amount.
  • If a pop-up store is held, 15% of the sales amount during the period of the pop-up store.

2. The Base Sales Amount is calculated based on the total sales price (including tax) of the products registered by Party B. However, if customers purchase at a discounted price, the amount after the discount is used for calculation. Discounts may be applied per product at Party B’s discretion or as common points or other discounts at Party A’s discretion within "unigem."

3. For shipping costs:

  • Under the LIGHT Plan, shipping costs are to be borne by Party B and the purchaser of the product based on Party B's standards.
  • Under the BASIC and PREMIUM Plans, shipping costs are to be borne by Party A and the purchaser of the product based on Party A's standards.

4. The Base Sales Amount is calculated based on the purchase date of the products by customers, for the period from the 1st of the month to the end of the month.

5. If this Agreement ends during the month, the Base Sales Amount closing date will be the last day of the month for calculation purposes.

6. The Base Sales Amount will be determined by Party A based on data from the server. Party B must verify the Base Sales Amount for the month by the end of each month using Party A's prescribed method and notify Party A of any objections by the 15th of the following month. If Party B fails to provide this notice by the deadline set by Party A, the Base Sales Amount will be finalized based on Party A's calculation.

7. Party A will invoice Party B for the sales commission calculated based on the Base Sales Amount by the end of the month following the closing date, and Party A will pay Party B the amount of the Base Sales Amount minus the sales commission by the end of the month following the target month.

8. If Party B directs customers to conduct transactions outside "unigem" from the store page or in dealings initiated through the store page, and such transactions occur outside "unigem," Party B shall also pay Party A the system usage fee for the sales amount arising from those transactions.

Article 19 (Customer Information)

1. Party A shall obtain consent from customers for the handling of their information, including: Attribute information, such as name, address, phone number, email address, gender, age, school or company name and address, and other attributes (hereinafter referred to as "Attribute Information"). Purchase history and other information related to the use of "unigem" (hereinafter referred to as "Usage Information," and together with Attribute Information, "Customer Information").

  • Party A may use Customer Information for its own marketing purposes, such as sending newsletters.
  • Party B may use Attribute Information and Usage Information from Party B’s store page only to the extent necessary for the operation of the store page on "unigem."

2. Party A may impose restrictions on the types and scope of Customer Information disclosed to Party B to protect customer privacy and maintain the reliability of "unigem," as Party A deems appropriate.

3. Party B must use Customer Information (including information obtained directly by Party B on the Seller Panel, in addition to information disclosed by Party A) only within the scope permitted by this Agreement and with the customer’s consent as described in paragraph 1. Party B must consider the privacy of customers and the overall interests of "unigem." Party B must not disclose, provide, or handle Customer Information to third parties for any reason, whether for compensation or not. However, Party B may disclose Customer Information to delivery contractors for payment processing and product delivery purposes, provided that the same level of confidentiality is maintained as stipulated in this Article.

4. After the termination of this Agreement, Party B may not use Customer Information unless Party A has specifically consented in writing. Party B must not extract Customer Information under Party A’s management upon termination of the Agreement.

5. Regardless of whether Party B qualifies as a personal information handling business operator under applicable privacy laws, Party B must comply with the obligations of such operators as defined by law.

6. Party B must recognize the potential significant impacts of any leakage of Customer Information on Party A’s reputation and take necessary measures to prevent leakage, such as establishing proper storage and disposal methods, appointing an information management officer, and conducting employee training. In the event of any leakage of Customer Information from Party B, Party B is responsible for compensating Party A for all damages and costs incurred (including costs for customer apologies and legal fees), regardless of intent or negligence.

7. The provisions of paragraphs 4 through 8 of this Article shall continue to be effective even after the termination of this Agreement.

Article 20 (Prohibited Acts)

Party B shall not engage in the following acts:

  • Acts that violate or are likely to violate laws and regulations.
  • Acts that are against public order or morals.
  • Acts that may mislead consumers’ judgment (e.g., dual pricing).
  • Acts that infringe on the property rights (including intellectual property rights), honor, or privacy of Party A, other vendors, or third parties, or that may cause other disadvantages.
  • Acts that induce customers to engage in transactions outside of "unigem," such as promoting stores outside "unigem," providing preferential treatment for transactions outside "unigem" via external websites, telephone, fax, email, or other means.
  • Sending promotional or advertising emails to email addresses obtained through the use of "unigem."
  • Using email addresses or other customer information obtained in connection with operating the store page on "unigem" after the termination of this Agreement (including but not limited to sending advertising or solicitation emails).
  • Engaging in activities similar to or of the same type as those of Party A.
  • Acts that hinder the operation and maintenance of Party A’s services.
  • Tampering with information that can be used concerning "unigem."
  • Sending or posting harmful computer programs, emails, etc.
  • Unauthorized access to servers or other computers of Party A.
  • Acts specified separately by Party A as prohibited.

2. Party B may not sell products that are prohibited by law, are likely to infringe on third-party rights, or have been notified as prohibited by Party A, or that Party A deems inconsistent with the image of "unigem."

3. If Party B engages in any of the prohibited acts specified in paragraph 1, Party A may claim a penalty commensurate with the nature of the prohibited act, and Party B must immediately comply with the payment of the penalty.

Article 21 (Confidentiality)

1. Both Party A and Party B shall not disclose, reveal, or provide any information or matters related to the Agreement or confidential matters of the other party that they have learned during the term of the Agreement or after its termination to any third party. However, this does not apply if prior written consent is obtained from the other party.

2. Notwithstanding the preceding paragraph, Party A may disclose or exchange information, including personal information about Party B, to national institutions or affiliated companies with whom confidentiality agreements have been concluded, if required by law or national institutions, or if Party A deems it necessary to protect the rights and property of Party A, customers, other vendors, or third parties, or to operate "unigem."

Article 22 (Password Management)

1. Party B shall manage the password it sets so that it is not known to any third party and shall take measures to prevent password theft, such as regularly changing and registering the password, at its own responsibility.

2. When sending content or accessing "unigem," Party B must input the ID and password according to the method prescribed by Party A. Party A shall treat the sent ID and password as if sent by Party B if both match the ones registered by Party B, and shall not be liable for any damage arising from unauthorized use or other incidents.

Article 23 (Service Suspension)

1. Party B agrees in advance that the services related to "unigem" provided by Party A (hereinafter referred to as "Services") may be suspended for a certain period without prior notice to Party B due to the following reasons, and Party B shall not claim refunds of basic store fees or compensation for damages caused by such service suspension:

  • Suspension for inspection, repair, maintenance, or improvement of Party A’s servers, software, etc.
  • Suspension due to accidents or failures of computers, communication lines, etc.
  • Suspension to protect the interests of Party A, customers, other vendors, or third parties, or other reasons deemed unavoidable by Party A.

 

Article 24 (Store Suspension, etc.)

1. Party A may take necessary measures, including suspending Party B’s store, deleting content displayed by Party B, and publicly announcing the reason for the store suspension, if any of the following circumstances apply:

  • If the reasons specified in Article 27, Paragraph 1 arise.
  • In the case of frequent complaints from customers who purchased products from Party B’s store under the LIGHT plan regarding non-delivery, delivery delays, or refunds.
  • In other cases where Party A deems it necessary to take store suspension measures from the perspective of consumer protection or other reasons.

2. Even if Party B is subject to store suspension measures under the preceding paragraph, Party B shall remain obligated to pay sales commissions and system usage fees based on Articles 4 through 18.

Article 25 (Disclaimer)

1. Party A shall not be liable for any damages incurred by Party B related to its store operations (including but not limited to server or software malfunctions, failures, or errors, the loss of all or part of the store page under this Agreement, the suspension of all or part of the services, the suspension of Party B’s store, and transactions with customers, regardless of the cause).

2. Party A may change or add to the specifications of "unigem" or suspend or discontinue services without prior consent from Party B.

3. If Party A determines that there is a hindrance to Party B’s store operations on "unigem" due to reasons such as server malfunctions, Party A may take necessary measures to prevent confusion.

Article 26 (Cancellation by Party B)

1. Party B may cancel this Agreement by providing notice of intent to cancel in accordance with Party A’s prescribed procedures, provided that Party B pays the sales commission and system usage fees (collectively referred to as "System Usage Fees, etc.") up to the cancellation date. This cancellation can be done anytime before six months have passed since the account issuance date.

2. After six months have passed since the account issuance date, Party B may cancel this Agreement by providing notice of intent to cancel in accordance with Party A’s prescribed procedures at least one month prior to the cancellation date. In this case, Party B must pay the System Usage Fees, etc., by the deadlines specified by Party A up to the cancellation date.

Article 27 (Termination and Cancellation by Party A)

1. Party A may terminate this Agreement and immediately delete Party B's store page from unigem and the server with 30 days' prior notice if Party B falls under any of the following circumstances:

  • Breach of this Agreement or related terms
  • Occurrence of a dishonored bill or check
  • Receipt of a petition for seizure, provisional seizure, provisional disposition, or other compulsory execution or delinquency measures
  • Receipt of a petition for bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation, or if such proceedings are self-initiated
  • Significant changes in Party B’s credit status other than those mentioned above
  • Dissolution or suspension of business, or resolution for the transfer of all or a significant part of its business or operations, or merger resulting in the company ceasing to exist
  • Change in the actual control of the company due to changes in shareholders or executives
  • Inability to contact Party B by Party A
  • Receiving administrative warnings or recommendations regarding sales methods, handled products, or other business operations
  • Determination by Party A that sales methods, handled products, or other business operations are contrary to public order and morals or unsuitable for unigem
  • Failure to obtain listing permission based on Article 7 within 3 months from the registration date of the seller panel
  • Confirmation of a past termination of a store contract regardless of the name of the contract
  • Any other reason deemed equivalent by Party A
  • Any other reason deemed by Party A as making the continuation of the store contract with Party B difficult

2. Regardless of the reason, Party A may terminate this Agreement with one month's prior written notice.

3. If Party B falls under any of the circumstances listed in Paragraph 1, Party B shall automatically lose the benefit of any deadlines for all obligations to Party A and shall immediately settle such obligations without requiring any notice or demand from Party A.

4. If Party B falls under any of the circumstances listed in Paragraph 1, Party B shall lose the benefit of any deadlines for all obligations to Party A and shall immediately settle such obligations upon Party A's demand.

5. Even if this Agreement is terminated based on Paragraph 1, 2, or the preceding paragraph, Party A shall not be responsible for any equipment investment, costs, lost profits, or any other damages incurred by Party B.

Article 28 (Exclusion of Anti-Social Forces)

1. In this Agreement, "Anti-Social Forces" refers to the following entities or individuals:

  • Organized crime groups, members of organized crime groups, affiliates of organized crime groups, companies affiliated with organized crime groups, racketeers, and other groups or individuals involved in anti-social activities
  • Any group or individual that uses violence, intimidation, threats, or fraudulent methods to make unjust demands and seeks economic benefits
  • Any group or individual that suggests a relationship with any of the aforementioned groups or individuals to make unjust demands and seek economic benefits

2. Party A and Party B each represent and warrant to the other party:

  • That they are not Anti-Social Forces
  • That they have not been Anti-Social Forces
  • That they will not use Anti-Social Forces
  • That their directors, executives, and those substantially involved in management are not Anti-Social Forces and have no associations with Anti-Social Forces
  • That those who control their financial and business policy decisions are not Anti-Social Forces and have no associations with Anti-Social Forces

 

3. If Party A or Party B discovers or judges that there is a risk of a violation of the preceding paragraph, they shall immediately report the fact to the other party.

4. If Party A or Party B violates Paragraph 2 or 3, the other party may immediately terminate all or part of all basic agreements and individual agreements concluded between Party A and Party B without any notice or demand.

5. If Party A or Party B terminates all or part of the contract based on Paragraph 4, the terminating party shall not be liable for any damages incurred by the other party.

Article 29 (Jurisdiction)

In the event that a lawsuit is necessary concerning this Agreement, the Tokyo District Court shall have exclusive jurisdiction as the court of first instance.

Article 30 (Amendment of Terms)

1. Party A may amend the terms of this Agreement and any associated terms by providing Party B with at least 15 days' prior notice if Party A deems it necessary. However, Party A may amend the terms of this Agreement and any associated terms without prior notice to Party B in the following circumstances:

  • When the change is extremely minor
  • When a change is required by laws or regulations and it is recognized that prompt action is necessary
  • When it is recognized that prompt changes are necessary to secure cybersecurity or to address infringements using fraudulent or other illicit means, or actions clearly contrary to public order or morals
  • In cases where laws or regulations, including those related to the enhancement of transparency and fairness of specific digital platforms, do not require prior notice

2. Changes to this Agreement or any associated terms will be deemed accepted by Party B if Party B continues to operate its store after Party A has notified Party B of the changes (including postings in areas accessible with Party B's ID and password on Party A's server).

Article 31 (Matters Not Covered)

Matters not stipulated in this Agreement shall be determined through consultation between Party A and Party B.