OR NOT Terms and Conditions
Thank you for always using OR NOT.
OR NOT is a fashion EC platform.
At the time when you start using the Service, you are deemed to have unconditionally accepted all the Terms and special provisions. Accordingly, before using the Service, please carefully read, understand and agree to these terms (the “Terms”).
Article 1 (General Provisions)
2. In addition to the Terms, the Company may prescribe special provisions on the use of each service, subordinate terms to the Terms, guidelines, and so forth concerning your use of the Service (hereinafter collectively referred to as the “Special Provisions,” and together with the Terms, the “Terms and Conditions”). The Special Provisions apply as part of the Terms to your use of the Service, and if any Special Provisions contain any provision differing from that of the Terms, the Special Provisions shall take precedence and be applicable.
3. At the time when you start using the Service, you are deemed to have unconditionally accepted all Terms and Conditions.
Article 2 (Definitions)
1. Item Page
A page on which a Shop displays items kept by it and to which the Shop may upload Shop Content
2. Customer (i.e., you)
A person who views the webpages of the Site and purchases or wishes to purchase items from the Company
3. Customer Content
The Content published on the Site that is uploaded by Customers (excluding Content posted by Customers on the Door)
Texts, graphics, photographs, pictures and images, and any combination thereof and programs therefor
A business who publishes Shop Content on the Site and displays items kept by it
6. Shop Content
Content published on the Site that is uploaded by Shops (excluding Content posted by Shops on the Door)
7. Shop (Brand)
A Shop that holds the rights of a brand
8. Intellectual Property Rights
Patent rights, utility model rights, design rights, copyrights, trademark rights, and other rights prescribed by laws and regulations on intellectual properties and rights to legally protected interests (including rights to acquire those rights and rights to apply for registration of those rights, and in the case of copyrights, the rights prescribed in Articles 27 and 28 of the Copyright Act)
9. Brand Right Holder
An owner of a brand of fashion items (including but not limited to Intellectual Property Rights) or a person to whom the owner grants license to use the brand
10. Brand Page
A webpage established on the Site for a brand handled therein, all or part of which may be edited by the Shop, you or the Company, including by uploading Content
An agreement formed hereunder between the Company and you concerning the provision of the Service
A fashion EC platform service operated by the Company under the name of “OR NOT.” The Company shall provide the Service in such a manner that an item kept by a Shop will be matched to you more efficiently through the Service.
The website of OR NOT, a fashion EC platform, operated by the Company (https://or-not.com)
Article 3 (Membership Registration)
1. You will be able to use the Service by consenting to the Terms and Conditions and signing up for membership through a process designated by the Company. For such membership registration, you need to enter your name, e-mail address and other information (hereinafter “Membership Information”). You warrant to the Company that the content of your Membership Information is accurate and up-to-date.
2. A Customer who falls under any of the following items may not sign up for membership. If the Company finds that a Customer falls under any of the following items, the Company may not accept his/her membership registration. When the Company does not accept the membership registration of a Customer, the Company shall not disclose the reason for it. The Company shall under no circumstances be responsible for any damage or loss caused to a Customer or any third party because the membership registration of the Customer is not accepted.
(1) If a Customer signs up for membership with false information
(2) If a Customer has already signed up for membership of the Service
(3) If a Customer has ever had his/her membership temporarily suspended; his/her registration revoked; or his/her use of the Service restricted by a disposition of the Company
(4) If a dispute (including claims, lawsuits and any other issues) has ever occurred between a Customer and a Shop, another Customer or a third party in connection with the Service, whether with or without intentional acts or negligence of the Customer
(5) If a Customer has ever engaged or is likely to engage in any act in violation of the Terms and Conditions
(6) If a Customer falls under an organized crime group, member of such group, person for whom five years have not passed since the person ceased to be a member of an organized crime group, associate member of or company affiliated with an organized crime group, corporate racketeer, thug engaging in criminal activities under the pretext of conducting social campaigns or other activities, crime group specialized in intellectual crimes, any person who seeks economic benefits through the use of violence, force or fraudulent means, or other persons equivalent to any of them (hereinafter collectively “Antisocial Forces”), or it turns out that a Customer falls under any of the following items
① Having such relationship that suggests that an Antisocial Force controls the management
② Having such relationship that suggests that an Antisocial Force is substantially involved in the management
③ Having such relationship that suggests that a Customer illegally uses an Antisocial Force, including with the aim of gaining unlawful benefits of its own or a third party or inflicting damage on a third party
④ Having such relationship that suggests that a Customer provides funds or extends facilities to an Antisocial Force or is otherwise involved with an Antisocial Force
⑤ Having an officer or other person substantially involved in the Customer’s management who has a relationship with an Antisocial Force that should be socially condemned
⑥ Having ever stated to the Company, another Customer or a Shop that the Customer or a person associated with the Customer is an Antisocial Force
(7) If a Customer is located in one of the EU countries
(8) If approving the membership registration is likely to cause hindrance to the performance of business of the Company or technical issues
(9) In addition to the preceding items, if the Company finds it inappropriate
3. If Membership Information or other information notified to the Company is changed or contains an error, the Customer who signs up for membership shall immediately inform the Company of its contents by a method designated by the Company. The Company shall under no circumstances be responsible for any disadvantage caused to a Customer due to his/her failure to notify of such change or incorrect registered information, including because a notice of the Company or a notice about an item or another delivered matter is delayed or does not reach the Customer.
4. A Customer who signs up for membership may withdraw from membership at any time by a method designated by the Company.
Article 4 (Use of Service by Minors)
1. If a Customer is underage, the Customer needs to obtain the consent of his/her parent or guardian (hereinafter the “Parent”) for membership registration, use of the Service and purchase of items on the Service. The Company shall confirm that an underage Customer who signs up for membership of the Service has obtained such consent of the Parent.
2. Notwithstanding the preceding paragraph, if it turns out that an underage Customer uses the Service without the consent of his/her Parent or guardian, the Company may take measures it finds appropriate.
3. Beyond what is provided for in the preceding paragraph, the Company may impose an age limit on the scope of the Service or incidental services available. If it turns out that a Customer who has not reached an age designated by the Company uses any Service or incidental service on which an age limit is imposed, the Company may take measures it finds appropriate.
Article 5 (Management of Password)
1. A Customer who has signed up for membership may log into the Service with the registered e-mail address and password.
2. A Customer must not disclose or loan to or share with any third party the password registered for the use of the Service; must strictly manage them to prevent divulgence to a third party at his/her own responsibility; and must take measures to prevent their unauthorized use at his/her own responsibility, including by changing the password periodically.
3. If both the transmitted e-mail address and the password are those of a Customer, the Company shall deem that the Customer has used the Site. If a third party uses the Service by using the e-mail address, etc. of a Customer, the Customer shall be solely responsible for such use.
4. If a member’s password becomes known to a third party, or his/her membership is likely to be misused by a third party, the member shall immediately give the Company notice to such effect, and shall follow the instructions of the Company if any.
Article 6 (Handling of Personal Information)
Article (Management and Preservation of Customer Content)
The Company shall not provide any guarantee whatsoever regarding corruption, loss or any other accident concerning the Customer’s Content or other data of a Customer, and shall be in no way responsible for it. The Company recommends that you back up the data by yourself. A Customer shall exempt the Company from all damages and liabilities if any objection, dispute or claim, including a claim for damages, arises due to loss of the data kept on the Service or a stoppage of sever operation.
Article 8 (Purchase Offer)
1. From the Site, a Customer may offer to the Company the purchase of an item displayed on the Site pursuant to the procedure designated by the Company. The Company may change the procedure for a purchase offer from time to time to improve the convenience for both Customers and Shops.
2. The payment method, delivery method and other conditions of a transaction that a Customer may choose at the time of ordering differ from item to item. Before offering purchase of an item, a Customer must confirm those conditions at his/her responsibility. The conditions are presented on the Item Page or the screen for purchase proceedings.
3. A sales contract for an item for which an offer is made shall be established between a Customer and the Company when the Customer reaches the page for purchase completion. However, after a sales contract is established, the Company may be unable to procure the product due to a system issue, stock outage or other reasons. In such case, the Company shall promptly notify the Customer and cancel the sales contract, and proceed to refund or perform other necessary procedures. Even if any damage is caused to the Customer in connection with the cancellation of the sales contract under this paragraph, the Company shall undertake no responsibility whatsoever.
4. The Company may reject a transaction after a Customer offers to purchase an item. In such case, the Customer may not claim from the Company the performance of the sales contract, and the Company shall be in no way responsible for any damage caused to the Customer.
5. After a Customer offers to purchase an item, the Company may change the shipping charge, delivery method or other transaction terms. When the transaction terms are changed, the Company shall request the Customer to consent to the contents of the change except for a minor change. In this case, the Customer shall check the contents of the notice from the Company.
6. Notwithstanding paragraph 3, a Customer may cancel free of charge the purchase of an item only if the Customer completes the procedure on the prescribed page on the Site within 30 minutes after the Customer reaches the page for purchase completion. When the Customer cancels his/her purchase after the lapse of 30 minutes from the time he/she reaches the page for purchase completion, the cancellation shall be subject to a cancellation fee unless there is any reason attributable to the Company or the Shop.
Article 9 (Payment)
1. A Customer shall complete, by the due date designated by the Company, the procedure for paying the price of an item and any other relevant charges by a method that the Customer has chosen at the time of ordering. If the Customer fails to complete the payment procedure by the due date, a sales contract on the purchase offer may be cancelled automatically.
2. Unless separately specified on the Item Page, the Customer may, after a purchase offer of an item, change or revoke the purchase offer up until the shipping procedure is completed.
Article 10 (Delivery and Shipping Charges of Items)
1. The shipping charge of an item shall be presented on the screen for purchase proceedings. When a shipping charge is not presented separately from the selling price on the screen for purchase proceedings, the amount of the selling price includes the shipping charge.
2. An item may be delivered only to the address designated by a Customer at the time of ordering. The Company may not accept a delivery request to EU countries.
3. Unless separately specified on the Item Page or other places, the delivery company or the Company shall not, when an item is delivered, set up or unpack the item or collect packing materials.
4. A Customer is unable to change the delivery address of an item, unless the Customer gives notice in a manner designated by the Company before the completion of the shipping procedure.
5. The Company shall responsibly deliver an item purchased by a Customer to the Customer. The matters concerning the delivery shall be governed by an agreement set out by the delivery company.
6. The information on an inventory status and delivery time of an item presented on the Item Page of the Site is an estimate, and not necessarily guaranteed. A Customer consents in advance that the information on an inventory status and delivery time may differ from the real situation due to the timing of an order, time of updating the Content on the Site, stock status, circumstances of the Shop or transport company, or any other reasons.
Article 11 (Return of Items without Defect)
1. Even when a purchased item does not have any defect, a Customer may return the item to the Company any time prior to the elapse of 14 days since the day when the item was delivered to the Customer. However, a return shall not be accepted when the item does not satisfy the following conditions (hereinafter the “Return Policy”), so please take sufficient care in handling a purchased item (For a return, please also refer to this page.)
(1) An item must be unworn (except for trying on); must not be washed, damaged or harmed; and must be in the same state as it was when the Shop delivered it to the Customer.
(2) Products corresponding to the following categories shall satisfy the following conditions:
① Shoes and fashion goods
A returned item must be in the original box and protection box used at the time of delivery.
② Tights and stockings
The package must not be opened.
A returned item must be in the same state as it was when delivered, and the packing materials and documents from the brand must be included.
④ Vintage items and used items
A returned item must be found to be in the same state as it was when delivered.
2. A Customer who makes a return under the preceding paragraph shall inform the Company of the return in a form designated by the Company, and shall send the item to the Shop which provided said item. When the item is received from the Customer, the Company shall check the item to determine whether the return is acceptable or not, and shall inform the Customer of the result of the check.
3. The costs (shipping charges, etc.) for a return under this Article shall be borne by the Customer.
4. If you cannot contact the Shop for a return, please contact the Company pursuant to the procedure separately designated by the Company.
5. The Company shall be in no way responsible for any deterioration of the quality of or other damage to an item caused by the long-term retention of it at the delivery company for the convenience of a Customer.
Article 12 (Return of Defective Items)
1. If a purchased item has any defect, the Customer may require the Company to take the following procedures (For a return, please also refer to this page.):
① If it is a new item and a replacement is in stock
A return or replacement of the item
② If it is a used or new item, and no replacement is in stock
A return of the item (a repair service is unavailable)
2. The costs (shipping charges, etc.) for a return under this Article shall be borne by the Company.
3. Paragraphs 2, 4 and 5 of the preceding Article apply also to a return under this Article.
Article 13 (Inquiries)
1. Please make an inquiry directly to the Shop for the transaction terms, information on items handled by the Shop and other matters presented on the Item Page. The contact information of each Shop is presented on the Item Page.
2. If you cannot contact the Shop for an inquiry under the preceding paragraph, please contact the Company pursuant to the procedure separately designated by the Company.
3. For inquiries about how to carry out shopping on the Site or use services provided by the Company, please contact the Company pursuant to the procedure separately designated by the Company.
Article 14 (Prohibition)
1. A Customer shall not engage in the prohibited acts separately designated by the Company.
2. If a Customer violates the preceding paragraph or fails to perform liabilities to the Company, the Company may, without advance notice to the Customer, take all or part of the following measures:
(1) Suspend the provision of the Service for use by the Customer, or suspend or revoke the membership of the Customer
(2) Not accept a purchase offer of an item from the Customer or stop performing a transaction with the Customer including shipment of an item
(3) Change the payment method from the one the Customer has chosen at the time of ordering
(4) Require the Customer to return profits that he/she has unjustly gained; and
(5) Change or delete the contents of the Customer Content.
3. A Customer who engages in any prohibited act under paragraph 1 shall undertake any and all responsibilities, including those for compensation of any damage incurred by another Customer or a third party due to the act, and shall exempt the Company from such responsibilities, whether with or without intentional acts or negligence of the Customer. The Company shall undertake no responsibility whatsoever in connection with such prohibited act.
4. If the Company finds that any act falling under any prohibited act under paragraph 1 has been committed or is likely to be committed, the Company may, without advance notice, whether with or without intentional acts or negligence of the Customer, take any measures that the Company finds appropriate to prevent the occurrence or spread of damage due to the prohibited act. The Company shall under no circumstances be responsible for any damage caused by such measures to the Customer.
Article 15 (Attribution of Intellectual Property Rights)
1. Intellectual Property Rights of all the Content and other information provided by the Company on the Service (excluding your Customer Content) shall be vested in the Company, providers of information and other rightful claimants. The entire Site is also subject to copyrights as compilations and protected under the Copyright Act. A Customer may use information published on the Site only within the scope of private use. Under law, it is strictly prohibited to reproduce, without the permission of the Company, all or part of the content of the Site, except for private use, quotation and other acts permitted under the Copyright Act.
2. A Customer warrants the following matters to the Company:
(1) The Customer has the authority to use and dispose of Customer Content by himself/herself.
(2) The Customer has the legitimate, lawful and valid authority to grant license to the Company to use Customer Content.
3. A Customer shall grant license to the Company to use free of charge the Intellectual Property Rights contained in Customer Content in any way the Company finds reasonable.
4. If a Customer infringes any Intellectual Property Rights of a third party, the Customer shall be solely responsible, and the Company shall undertake no responsibilities or obligations whatsoever.
Article 16 (Damages and Burden of Expenses)
1. A Customer who violates the Terms and thus causes any damage to the Company shall compensate for all damage incurred by the Company.
2. If a Customer incurs any damage in connection with his/her use of the Service, the Company shall be in no way responsible for it. However, if such damage is caused due to intentional acts or gross negligence of the Company, the Company shall compensate the Customer to the extent of the regular and direct damage actually caused to the Customer.
3. A Customer who causes any damage or disadvantage to another Customer or any other third party shall compensate for it at his/her own responsibility and expense.
Article 17 (Disclaimer)
1. Unless explicitly provided for herein, the Company does not provide any warranty of any kind, whether explicit or implicit, or under laws or otherwise, with respect to the contents of the Service.
2. The Company in no way warrants, or is responsible for, the contents, quality, legality, recency or usability of the Shop Content uploaded to the Site.
3. While the Company may provide information to a Customer, the Company shall be in no way responsible for any use of such information.
4. To use the Service, a Customer needs to arrange and maintain by himself/herself at his/her own expense the usage environment on his/her side, including networks, computers and software used by the Customer. The Company shall undertake no responsibility whatsoever for any damage caused by a Customer’s usage environment including maintenance thereof.
5. Beyond what is provided for in the preceding paragraphs, the Company shall undertake no responsibility whatsoever for any dispute arising between a Customer and a third party due to the use of the Service, unless the dispute arises out of a reason attributable to the Company. In respect of such dispute, the Company may, without the consent of a Customer or Shop, provide the Customer or a third party with information on such dispute and other assistance.
Article 18 (Suspension of Server and Service)
1. A Customer consents in advance that the Service may be suspended for a certain period without advance notice due to the following reasons, and a Customer may not, when the Service is suspended under this Article, make any claim against the Company, including a claim for damages on the ground of the suspension of the Service:
(1) Suspension due to inspection, repair, maintenance or improvement of the Company’s servers, software, etc.;
(2) Suspension due to an accident or failure of computers, telecommunications lines, etc.; or
(3) Suspension to protect the interests of the Company, a Customer, Shop or other third party or because the Company finds it inevitable otherwise.
2. If the Company fails to perform the Agreement in whole or in part due to natural disasters; wars; insurrections; riots; power failures; accidents of telecommunications facilities; suspension of service provision or execution of emergency maintenance by a common carrier; suspension of service provision by a delivery company; enactment, revision or repeal of laws and regulations in or outside the country; orders, dispositions or instructions of governmental authorities; or any other reasons not attributable to the Company, the Company shall not be responsible for it and shall be exempted from obligations under the Agreement to the extent that they cannot be performed under such circumstances.
3. By giving notice to a Customer, the Company may at any time discontinue the Service. In this case, a Customer may not make any claim on the ground of the discontinuance of a service against the Company, including a claim for damages.
Article 19 (Revision to Terms)
By giving notice to a Customer, the Company may at any time make an addition or change to the contents of the Service and services incidental to the Service (hereinafter “Incidental Services”), as the occasion may demand. A Customer who views the Site and uses the Service after such service addition or change shall be deemed to have consented to the terms and guidelines applicable to the Incidental Services after the addition or change. However, if the service addition or change materially affects Customers, the Company shall give prior notice to make the contents of the service addition or change known to Customers.
Article 20 (Revision to Terms)
With advance notice to Customers, the Company may revise the Terms from time to time due to enactment, revision or repeal of laws and regulations, or any other reasons. In this case, the changed Terms shall become valid at the time when the Company publishes the revised Terms on the website designated by the Company (or on any other day if the Company separately determines the effective date of the revised Terms). A Customer who uses the Service after such change to the Terms shall be deemed to have consented to the change. However, if such change materially affects Customers, the Company shall give prior notice to make the contents of the change known to the Customers.
Article 21 (Notice)
1. The Company shall provide a Customer with notice and other communications concerning the Service by sending e-mails to the e-mail address contained in his/her Membership Information or other information he/she enters at the time of shopping, by publishing it on the Site, or by any other method that the Company finds appropriate.
2. A Customer agrees in advance that any notice that the Company provides by sending an e-mail shall be deemed to have reached the Customer when the Company transmits the e-mail to the e-mail address of the preceding paragraph, and it becomes possible for the Customer to read the e-mail. If the Company fails to give notice to or contact a Customer due to incorrect Membership Information, the Company shall be in no way responsible for any damage, disadvantage or other issues caused to the Customer due to such failure.
Article 22 (Contact and Advertisements)
1. The Company may contact a Customer as the occasion may demand by telephone, e-mail or any other means to improve the Service, perform opinion research, or conduct a survey or opinion collection on the condition of transactions, or for other purposes.
2. The Company may contact a Customer by telephone, e-mail, post or any other means in accordance with laws and regulations to announce a campaign for the Service or run advertisements.
Article 23 (Transfer of Rights)
A Customer may not transfer, sublease, pledge or dispose in any other manner of the right to use the Site or any other rights under the Agreement.
Article 24 (Consultation)
If there is any matter not stipulated herein or any question arises as to the interpretation of the Terms, a Customer and the Company shall strive to settle it through mutual consultation in good faith.
Article 25 (Governing Law and Competent Court)
1. Any lawsuit in connection with the Agreement shall be submitted, depending on the amount in controversy, to either the Tokyo District Court or the Tokyo Summary Court as the agreed exclusive jurisdiction of the first instance.
2. The formation, effect, performance and construction of the Agreement shall be governed by the laws of Japan. A Customer agrees that the application of the United Nations Convention on Contracts for the International Sale of Goods is precluded with respect to the formation, validity, construction and performance of a sales contract between the Customer and the Company, and the use of the Service under the Terms (including transactions between users on the Service).
Article 26 (Governing Language)
The original of the Terms is the Japanese-language version, and any translation into other languages is provided only for the convenience of Customers. Accordingly, if there is any inconsistency between the Japanese-language version and any translation into another language, the Japanese-language version shall take precedence and be valid.
(Enacted on October 11, 2018)