STAR BUYERS AUCTION Online Auction Rules

These Online Auction Rules (hereinafter referred to as the “Rules”) provide terms of use for the STAR BUYERS AUCTION (hereinafter referred to as the “Auction”), the services offered by Valuence Japan inc., Ltd. (hereinafter referred to as the “Company”). Members who have completed registration for use of the Services (hereinafter referred to as the “Members”) may use the Services in accordance with the Rules.

Article 1 (Application)

1. The Company shall hold Auctions in accordance with the rules provided in the Rules. The Rules provide necessary procedures for the purpose of smooth operation of the Auctions, and shall be applicable to any and all agreements between the Company and the Members relating to use of the Services (hereinafter referred to as the “Member Agreements”).
2. Matters for Notice announced on the website of the Company or provided individually in relation to Members shall constitute a part of the Rules. If any provision of the Rules is in contradiction to or in conflict with the Matters for Notice, the Matters for Notice shall prevail.
3. The Company will deem the person that desires to be a Member to have consented to the contents of the Rules when he/she registers as a Member for the Auctions.

Article 2 (Change of the Rules)

1. The Company may change the Rules without prior announcement. However, when the Company judges that a change of the Rules will be a significant disadvantage to Members, the Company shall change the Rules by notifying Members of the contents of the Rules after the change with a reasonable period in advance. The most current Rules shall be applicable to Members at all times, and the contents shall be provided or announced to Members by the method judged appropriate by the Company, such as posting the contents on the website of the Company.
2. The latest Rules shall be posted on the website of the Company, and shall come into effect as of the time of the relevant posting.

Article 3 (Notifications or Communications)

1. Communications and notifications between Members and the Company shall be carried out by a means judged appropriate by the Company such as by email, writing, or posting on the website of the Company, unless otherwise provided.
2. When a notification as referred to in the preceding paragraph is issued by posting on the website of the Company, the relevant notification shall come into effect as of the time when posted on the website.
3. The Member shall ensure that emails from the Company arrive at the email address registered by the Member without fail, and when the Company has some request, the Member shall respond to such request without delay.
4. The Company may notify Members of information related to the services and products of the Company, the Company Group companies, or other companies in alliance with the Company.
5. When a notification as referred to in the preceding paragraph is issued by email, the disk capacity used for emails or files transmitted shall be covered by the Member.

Article 4 (Member Registration)

1. Use of the Auction shall require advance registration as a Member.
2. A Member registration for the Auction shall be completed by approval from the Company of the registration when a person applies for registration for use by the means provided by the Company. A Member Agreement shall come into effect as of completion of the Member registration.
3. When the Company judges that any of the following events applies to an applicant for Member registration, the Company may not approve the application for registration as a Member, and the Company shall assume absolutely no obligation of disclosure of the reasons.
   1. When fraudulent matters are registered upon application for Member registration
   2. When there is some insufficiency in the contents of an application for Member registration
   3. When the applicant was in violation of the Rules in the past
   4. When there is an obstacle to the applicant concluding an agreement effectively alone, such as in the case of being a minor
   5. When the application is made by a person who belongs to Anti-social Forces or a country subject to United Nations sanction
   6. In any other case that the Company judges inappropriate.

Article 5 (Member Information)

1. A person who desires to be a Member shall register with the Company by a method prescribed by the Company the Member information such as the company name, nationality, address, administrator, email address, etc. upon Member registration.
2. When there is a change after registration of Member information, the Member shall register with the Company without delay the contents of the relevant change.
3. The Company shall assume no liability for damage incurred by Members due to neglect of the registration, etc. under this Article.

Article 6 (Responsibility of Members)

1. Members shall use the Auction at their own responsibility, and shall agree to assume liability for damage incurred by themselves or third parties due to use of the Auction,
2. Members shall not disclose, lend, or share with a third party authentication information and shall manage the same strictly (including change of passwords as needed) so that it is not divulged to a third party.
3. When any damage is incurred by a Member or other parties due to insufficient management, errors in use or use by a third party of authentication information, the Company shall assume no liability.
4. When a third party uses the Auction via the authentication information of a Member, the relevant action shall be deemed to be use by the Member himself/herself, and the Member shall pay service fees for such use as well as bear any and all other obligations. In addition, if any damage is incurred by the Company due to the relevant action, the Member shall compensate for the relevant damage.
5. In order to ensure security in the use of the Auction by the Members, the Company shall not respond to requests for confirmation or reissuing of authentication information by phone in any event, even including cases of emergency. If confirmation or reissuing of authentication information is necessary due to loss, etc., Members shall make a request therefor by the method separately provided by the Company.

Article 7 (Management of Auctions)

1. The Company may outsource to a third party all or part of the operations that will be necessary in relation to holding the Auctions for Members. In such instance, the Company shall manage the relevant outsourcee properly, as well as cause the relevant outsourcee to assume obligations of the same degree as the obligations of the Company provided in the Rules.
2. Non-Members may not use the Auction. The same shall apply even to contractors, etc. that conclude agreements with Members.
3. In the Auction, the Seller participates under sales contracting agreements with the Company, and the Purchaser participates under sale and purchase agreements with the Company.
4. When there is any latent defect in purchased products that cannot be discovered from mere outer appearance, the Purchaser shall notify the Company within two (2) weeks (in case of shipping across countries , one (1) month) of the day following the day of holding the Auction; provided, however, that if the Purchaser was aware of the relevant defect, or when the purpose of the agreement can be achieved even with the defect, this shall not apply. In addition, notification after the relevant period may not be accepted.
5. When the Company judges a product to be improper (this means copy products, similar goods, stolen goods, lost goods, belongings of others, or any other illegal products, which are judged improper by the Company in the light of social norms), the Company and the Purchaser may terminate transactions concerning the relevant products; provided, however, that unless otherwise provided in the laws and regulations, etc., the period shall be up to one (1) year from the successful bid date for the relevant product.
6. In the case where a matter provided in Paragraph 4 or 5 of this Article is discovered in products of which sale is contracted by the Seller, the Seller shall assume liability for the relevant matter and the Company shall assume absolutely no liability. In addition, if the sale and purchase agreement concerning the product between the Purchaser and the Company is terminated due to the relevant matter, the sales contracting agreement concerning the product between the Seller and the Company shall also be terminated, and the Company shall refund the received service charges to the Seller and the Purchaser.
7. For products of which sales are contracted by the Seller to the Company, if the Purchaser notifies the Company to the effect that a matter as provided in Paragraph 4 of this Article is applicable, the Company shall notify the Seller to the effect that there has been such a notification within three (3) weeks (in case if the Purchaser and the Seller belong to different countries, five (5) weeks) of the day following the day of holding of the Auction. In addition, for products of which sales are contracted by the Seller to the Company, if the Purchaser notifies the Company to the effect that a matter as provided in Paragraph 5 of this Article is applicable, the Company shall notify the Seller promptly.
8. After the notice from the Company as provided in the former part of the preceding paragraph, the Company may request the Seller and the Purchaser conduct direct negotiation between each others on handling of defects.
9. If a period of two (2) weeks or longer is unavoidably required for confirmation with an appraisal organization or manufacturer for the purchased products, a request should be made for extension of the negotiation period within two weeks from the day following the day of holding the Auction to the Company, and if the negotiation period is extended, the original negotiation period may be extended by thirty (30) more days. In addition, when the Company is contracted by the Seller for sales, the Company shall notify the Seller within three (3) weeks (in case if the Purchaser and the Seller belong to different countries, five (5) weeks) of the day following the day of holding the Auction to the effect that the period will be extended.
10. The Company may suspend or temporarily suspend the management of the Auction if the Company judges it impossible to maintain the smooth management of the Auction.
11. Even if any damage is incurred by a Member due to suspension or temporary suspension under the preceding paragraph, the Company shall assume no liability.
12. Even in the case where the reasons for suspension or temporary suspension as referred to in Paragraph 10 of this Article are eliminated or remedied, the Company shall not be obligated to reopen the Auction.
13. Other details of management of the Auction shall be provided in Appendix 1 to the Rules.

Article 8 (Handling of Confidential Information)

1. Neither Members nor the Company may disclose or divulge to a third party technical, sales, or other business-related information provided by the other party for execution of the Auction that is especially designated in advance in writing as confidential by the other party and expressly stated as being confidential information upon provision, specifying the scope of the confidential information (hereinafter referred to as the “Confidential Information”); provided, however, that this shall not apply to the case where the advance written approval of the other party is obtained or information to which any of the following is applicable:
   1. Information already possessed without confidentiality obligations
   2. Information duly obtained from a third party without confidentiality obligations
   3. Information independently developed without information provided by the other party
   4. Information that comes into the public domain without breaching Member Agreements, etc., irrespective of whether before or after receipt.
   5. Information provided without a designation, specification of scope or statement to the effect that it is confidential in accordance with this Article
2. Notwithstanding the provisions of the preceding paragraph, out of the Confidential Information, Members or the Company may disclose information that should be disclosed under the provisions of the laws and regulations, or by request by authorized public offices to the destination of disclosure under the relevant laws and regulations, or the relevant public offices.
3. The party that receives provision of the Confidential Information shall take measures necessary for management of the relevant Confidential Information.
4. The party that receives provision of the Confidential Information shall use the provided Confidential Information only within the scope of the purpose of execution of the Auction, and may reproduce or alter (hereinafter collectively referred to as “reproduction, etc.” in this Article) documents, etc. that contain the Confidential Information (hereinafter referred to as “documents, etc.” in this Article) within the scope necessary for execution of the Auction. In such instance, Members and the Company shall handle the Confidential Information after reproduction, etc. as Confidential Information as provided in this Article. If reproduction, etc., beyond the scope necessary for execution of the Auction is necessary, the party shall obtain advance written approval from the other party.
5. The party that received provision of the Confidential Information shall return to the other party or dispose of documents, etc. (including the Confidential Information reproduced or altered with the approval of the other party under Paragraph 4 of this Article) when so requested by the other party.
6. Notwithstanding the provisions of Paragraph 1, all information related to successful bid, such as successfully bid products, successful bid price, etc., shall be Confidential Information.
7. The provision of this Article shall remain in effect for five (5) years after termination of the Member Agreement.

Article 9 (Handling of Personal Information)

1. Personal information of Members that is acquired by the Company shall be handled in accordance with the Privacy Policy (https://www.valuence.inc/en/privacy/) and “On Handling of Personal Information” (https://www.valuence.inc/en/explanatory-matter/) separately provided by the Company.
2. The Company may provide personal information acquired from Members to outsourcees to the extent necessary for provision of the Auction. In such instance, the Company shall select the outsourcee that satisfies the personal information protection standards of the Company, and check on the relevant outsourcee regularly by survey, etc.

Article 10 (Intellectual Property Rights)

1. The system environment related to the Auction is protected under the Copyright Act and conventions related to copyrights of Japan and related countries, and other laws and conventions related to intellectual property rights
2. Permission to participate in Auctions for Members under the Rules shall not transfer any rights to Members. Members shall only be permitted to participate in the Auction nonexclusively, and shall not acquire any rights to the system environment related to the Auction.

Article 11 (Prohibitions)

Members must not commit the following acts in the participation in Auctions:

1. Acts against laws and regulations or public order and morals
2. Acts related to criminal acts
3. Acts such as granting sub-permission to a third party
4. Destruction of or interference with servers or networks of the Company,
5. Acts that place a load on servers, networks, and other related service systems, such as by mass-accessing
6. Acts that may possibly interfere in the operation of the services of the Company
7. Collecting or accumulating personal information, etc. on other Members
8. Acts of using information acquired through the use of Auction and related services for purposes other than the use of Auction or related services
9. Impersonation of other Members
10. Acts that will or may infringe the rights of the Company or a third party
11. Acts that provide benefits to Anti-social Forces, etc. directly or indirectly in relation to the services of the Company
12. Any other act judged inappropriate by the Company

Article 12 (Restriction of Indemnification)

1. The scope of indemnification for which the Company assumes liability to Members shall be limited to ordinary damage actually incurred by Members caused by direct cause, and notwithstanding the prediction or whether or not there is a possibility thereof, the Company shall assume no liability for damage due to special circumstances.
2. The maximum amount of indemnification to Members arising in the use of the Auction shall be up to the value of the successful bid or purchase price of the product (in case if the damage set forth Paragraph 1 occurred before successful bid, the higher of the listing price or the highest bid) that is related to the relevant damage, out of the products actually bid on successfully or purchased by the Member.

Article 13 (Cancellation by Members)

1. Members may cancel the Member Agreement at any time without retroactive effect.
2. When a Member is to cancel the Member Agreement as referred to in the preceding paragraph, the Member shall notify the Company of cancellation by the method separately provided by the Company.

Article 14 (Cancellation by the Company)

1. The Company may cancel the Member Agreement at any time by notifying the Member no later than thirty (30) days in advance of the desired cancellation date.
2. When the Company judges that any of the following items is applicable to a Member, the Company may cancel all or part of the Member Agreement without advance notice or formal demand to the Member:
   1. When the Member breaches the Rules and it is reasonably judged that there is no possibility of improvement, or even though the Company makes a formal demand for remedy or performance designating a reasonable period, the Member fails to remedy or perform within the relevant period;
   2. When it is discovered that the registered information of the Member contains details that are untrue;
   3. When the Member is subject to petition for attachment, provisional attachment or auction, or delinquency disposition for taxes and dues;
   4. When the Member is subject to a petition for bankruptcy, commencement of corporate reorganization proceedings, or civil rehabilitation proceedings;
   5. When there is significant concern over the credit status of the Member;
   6. When the Member is subject to a disposition of cancellation or suspension of business license by a supervising agency;
   7. When the Member adopts a resolution for dissolution, capital decrease, assignment of all or a material part of the business, etc.;
   8. When notice to the Member fails to arrive, or is returned to the Company, or when it becomes impossible for the Company to have contact with the Member;
   9. When there is no record of use of the Auction by the Member for one year
   10. When there is an act that will or may interfere in the management of the Auction, at the judgment of the Company;
   11. When the Member is, or is a cohabitant with, or formerly was, an Anti-social Force (organized crime group, member of an organized crime group, associate member of an organized crime group, company related to an organized crime group, corporate racketeer (sokaiya), rogue acting in the name of a social movement (shakai undo hyobo goro), rogue acting in the name of political activity (seiji katsudo hyobo goro), special intelligence violent group and parties similar to the above; the same shall apply hereinafter);
   12. When the Member himself/herself commits or causes a third party to commit the following acts against the Company:
       
       1. Illegal or unreasonable improper demands,
       2. Violent acts including acts of intimidation, not limited to exercise of tangible power,
       3. Acts of insistently coercing transactions, such as purchase of information magazines, etc.
       4. Making demands to the Company by masquerading with the attributes of victim groups and the like;
       5. Any other facts prohibited under the Act on Prevention of Unjust Acts by Organized Crime Group Members
   13. When the Member notifies the Company of the fact that the Member is an Anti-social Force, or a related party thereof, or in similar cases; or
   14. When any event occurs by which it becomes difficult to perform the Member Agreement.
3. sIf the Member has any obligation payable to the Company such as unpaid service fees as of the time of cancellation of the Member Agreement pursuant to the preceding two paragraphs, the Member shall forfeit the benefit of term immediately for the relevant obligations.

Article 15 (Governing Law and Jurisdiction)

1. The Rules shall be governed by and construed in accordance with the laws of Japan.
2. Any lawsuits in relation to the Rules shall be subject to the exclusive jurisdiction of Tokyo District Court or Tokyo Summary Court as the court of first instance.

Article 16 (Severability)

For matters not provided in the Rules, the general principles of the laws and regulations shall be applicable. Even if any of the Rules is invalid, there will be no effect on the validity of the Rules overall, and the relevant invalidated provisions shall be replaced with valid provisions that have the closest tenor to the relevant part.

Article 17 (Language)

This Agreement shall be concluded in Japanese, and the English version is for reference only and the English version is not binding on any party.

These Terms shall be established on November 1, 2019 and shall come into effect on that day.

Last Revised Date: December/14th/2021

[Appendix 1]

Membership

Only those who can agree to this agreement and meet the standards set by our company.

Commissions (not including tax)

The Company shall receive a certain amount of commission from the seller and the purchaser for goods knocked down. The commission amount shall be determined separately from the TOS.

Terms and Conditions

1. The sales contract for the winning bidder shall be concluded between the seller and the winning bidder, and the Company shall not be a party to the transaction. The Company shall not be liable for any troubles that occur with the seller, the winning bidder ,or other third parties, and shall resolve them between the parties.
2. If it corresponds to an international trade transaction, it shall be handled under the conditions of DPU (incoterms 2020).
3. Regarding the management of products, the Company shall not be responsible for the passage of time during storage or deterioration due to other natural factors.

Other special agreements

The following agreements corresponds to a special agreement under the TOS. If there are any provisions contradictory to or infringing the TOS and any special agreement, the special agreement shall prevail.

1. Notes for the Purchaser
2. Notes for the Seller
3. Terms of Consumption Purchase