Terms of Use｜GOOD SMILE COMPANY

Article 1 (Application of the Terms)

These terms and conditions of use (“Terms”) apply to all relationships between Good Smile Company, Inc. (“Company” or “we”) and you, a Member (defined below), regarding your use of the Service (defined below). Rules on using the Service separately stipulated by the Company (“Rules”) constitute a portion of the Terms, which are incorporated to apply as above. If any provision of the Rules is inconsistent with the Terms, the Rules will supersede and apply.
The Terms provide for all agreed matters between you and the Company regarding the Service as of the formation date of the Service Contract (defined below). If any of the agreements, applications, or other matters regarding the Service contained in the Service Contract is inconsistent with the provisions of the Terms, the latter will supersede unless otherwise provided in the Terms. However, if you and the Company make a written agreement that supersedes the Terms, that agreement will prevail.

Article 2 (Definitions)

The following words used in the Terms have the meanings, respectively, as below:

(1) “Service” means a service named “Good Smile Company Official Site” provided by the Company (including the Service even after its name or any content is changed for any reason.)

(2) “Service Contract” means a contract regarding the use of the Service entered between you and the Company under the Terms.

(3) “Member” means an individual or an entity who enters into a Service Contract with the Company and is authorized to use the Service.

(4) “Anti-social Forces” means an organized crime group or its member, a right-wing group, an anti-social force, and a person or group equivalent to any of them.

(5) “Intellectual Property Rights” means patent rights, utility model rights, design rights, layout-design exploitation rights, trademark rights, copyrights (including the rights under Articles 27 and 28 of the Copyright Act of Japan), and know-how (including the rights to the grant of any Intellectual Property Right.)

Article 3 (Notices from the Company)

All notices to the Members from the Company regarding the Service are, in principle, posted on a website designated by the Company or transmitted by email to your registered email address. Any notice becomes effective immediately upon posting or transmitting it.
When we use any means of giving notice other than those in paragraph 1 above, that notice becomes effective immediately upon the lapse of a certain period deemed reasonably necessary to reach the Members.
All notices in paragraphs 1 and 2 above are effective regardless of whether you received or recognized that notice.

Article 4 (Membership Registration)

A person who wants to use the Service (“Applicant”) may apply for registration for the use of the Service after agreeing to abide by the Terms and submit certain items of information specified by the Company (“Registration Information”) in the manner predetermined by the Company. You agree that any special symbol, old Chinese character, or Roman number may NOT be used to register the above information. We will adequately replace that symbol, character, or number if used.
We examine the application submitted by the Applicant under paragraph 1 above, and if it is acceptable, we will notify the Applicant of that effect. By giving that notice hereunder, the registration process by the Applicant will be deemed completed.
Upon completing the registration process in paragraph 2 above and the Applicant agrees to a Service Contract, the contract will be formed between the Company and the Applicant registered as a Member. And the Member, or you, will be authorized to use the Service following the Terms.
We may decline the application for registration or re-registration if you fall under any of the following. In that case, we will not be obliged to disclose the reason for the refusal.

Article 5 (Content of Service)

The content, specifications, and conditions for provision and other details of the Service you are authorized to use are separately provided by the Company.

Article 6 (Management of ID and Password)

You are responsible for properly managing and keeping your ID and password for the Service. You must not permit a third party to use either, and not transfer, lend, change your username, sell, or otherwise dispose of either.
You are responsible for managing your password by taking necessary measures, for example, constantly changing, to prevent anyone from knowing about your password.
You will be liable for any damage arising from your poor management or mistake in use, the use by a third party, or otherwise inappropriate handling of your ID or password.

Article 7 (Changes in Registration Information)

If you change the name, address, telephone number, email address, or other items of the Registration Information, you will promptly notify the Company of that change in the manner predetermined by the Company.
We will not be liable for any damage arising from your failure to give notice under paragraph 1 above, except for the case in paragraph 5 of Article 21. You acknowledge and agree that even after giving notice in paragraph 1 above, a transaction ordered before the notice will be carried out based on the information previously registered.

Article 8 (Handling of Members’ Information)

We handle the Members’ information according to the Privacy Policy separately stipulated by the Company at https://www.goodsmile.com/en/privacy-policy. You acknowledge and agree that your information will be handled by the Company based on the Privacy Policy.
We may use the information and data submitted by the Members to provide the Company’s services, improve their content, promote their use, develop new services, and ensure the healthy and smooth operation of those services.
At our discretion, we may use and release the information and data submitted by the Members as statistical information in a form where individuals cannot be identified (anonymous-masked information).
We may provide the Members with information (including ads) by emailing newsletters and other means. If you do not want to receive that information, you may inform the Company of that effect in the manner predetermined by the Company; then, we will suspend the provision of the information. However, we cannot suspend the provision of information necessary for the operation of the Service, even if requested by you to do so.

Article 9 (Formation of Sales Contract)

You may order the Company’s goods through the Service in the manner predetermined by us. When we receive your order for the goods through the Service and immediately upon dispatching them to you, a sale and purchase contract and related contracts for the goods (collectively “Sales Contract”) will be formed. When dispatching the goods, we will email you the order’s particulars at your registered email address.
Even after receiving your order for the Company’s goods, we may decline that order.
If your order for the goods does not reach the Company due to system failure or another reason, that order will not become effective as an offer for a Sales Contract.
If you are a minor, you must obtain consent from your statutory agent, such as a custodian, to order the goods.
Unless otherwise provided, we may not accept the cancellation of the placed order for the goods for your convenience.
You acknowledge and agree that, regarding services provided through the Service, the inventory status and selling prices of goods may vary depending on the country or region of your residence or location.
You agree to pay yourself any taxes, custom duties, value-added taxes, and similar taxes arising from the Service or under a Sales Contract and other fees collected by the governmental authorities of your residence or location, according to the applicable tax-related laws. If the Company pays any taxes or fees on your behalf, we may charge you a sum equivalent to those taxes or fees.

Article 10 (Payment Manner)

You agree to pay the prices of the purchased goods in the manner you choose from several options predetermined by the Company.
If you fail to pay the prices of the goods or other amounts payable by a due date designated by the Company, you will have to pay the Company the late payment charge at the annual rate of 14.6 percent.

Article 11 (Delivery of Goods)

Upon forming a Sales Contract, we will dispatch the ordered goods to you in the manner predetermined by the Company. You agree to bear a delivery fee predetermined by the Company.
You understand in advance that the arrival of the goods ordered may delay depending on the delivery area, traffic conditions, inventory status, or other circumstances.
If you refuse to receive or are unable to receive the goods delivered, we may cancel the relevant Sales Contract and take other appropriate measures. In that case, you will bear all transport costs and other expenses incurred by the Company.
We may discard or otherwise dispose of the goods not received by you or which you were unable to receive after storing them for a certain period.

Article 12 (Return or Replacement of Goods)

If there is any defect or problem in the goods delivered (excluding their packaging boxes) or if wrong goods are delivered, you may return those goods or request their replacement by informing us of that effect in the manner predetermined by the Company.

Article 13 (Prohibitions)

In your use of the Service, you are prohibited from doing any of the following:

(1) Which violates the applicable laws and ordinances, the Terms, precautions regarding the Service, or other rules set by the Company,

(2) Which infringes on Intellectual Property Rights, reputation, or other rights or interests of the Company, another Member, or a third party (including acts that directly or indirectly evoke an infringement),

(3) Which is likely to have a negative influence on young people, mentally or physically, or otherwise contrary to public policy,

(4) Which relates to any criminal offense,

(5) Which purchases goods improperly, not conforming to the conditions or beyond the limitations described on a webpage for goods or relevant pages,

(6) Which cancels the order for your convenience or commits malicious return fraud, or attempts to make any similar unreasonable demand,

(7) Which causes a nuisance or discomfort to another Member or a third party,

(8) Which enters false information,

(9) Which transmits or posts computer viruses, other harmful computer programs or emails, or similar software,

(10) Which uses the Service, pretending to be someone else or using someone else’s account,

(11) Which improperly accesses the Company’s server or another computer,

(12) Which attempts to reverse engineering or otherwise analyzes software or another system provided by the Company,

(13) Which lends or transfers your password to or jointly uses it with a third party,

(14) Which improperly registers an email address or password or creates multiple accounts,

(15) Which improperly registers electronic payment service information, such as credit cards,

(16) Which is likely to interfere with the operation of the Service, or

(17) Any other acts which are deemed by the Company inappropriate.

Article 14 (Withdrawal from Membership)

If you want to withdraw your membership, you will take the withdrawal procedure predetermined by the Company. Upon completing that withdrawal procedure, your membership will be deregistered, and the Service Contract between you and the Company will terminate. If you have a payment obligation against the Company at the time of withdrawal, you will automatically lose the benefit of time and have to pay all sums of the obligation to the Company immediately.

Article 15 (Deletion of Registration)

If we determine that you fall under any of the cases below, we may, at our discretion and without giving prior notice or formal demand, take appropriate measures, including temporal suspension of your use of the Service, deletion of your membership registration, termination of the Service Contract or the Sales Contract entered with you, and/or discontinuation of all future transactions with or responses to you.
Once we take any of the measures in paragraph 1 above, you will no longer be authorized to use the Service. We will not be obliged for any damage, even if incurred by you or a third party due to that measure, except for the case in paragraph 5 of Article 21.

Article 16 (Suspension of Service)

Without prior notice to the Members, we may suspend the whole or a portion of the Service in any of the following cases:

(1) It becomes necessary for regular or contingent maintenance of the system relating to the Service,

(2) It becomes impossible to operate the Service due to troubles, mishandling, excessive flocking, unauthorized computer access, hacking, or similar situations in computers or communication lines, or related systems,

(3) It becomes impossible to operate the Service due to force majeure events, such as earthquakes, lightning strikes, fires, storm and flood damage, blackout, Acts of God, epidemics, sabotage by a third party, or

(4) Any other cases where the Company determines it necessary to suspend the system relating to the Service.

Article 17 (Change or Discontinuation of Service)

At our discretion and without prior notice, we may change or discontinue the whole or a portion of the Service as necessary.

Article 18 (Responsibility of Members)

You agree to be responsible and liable for any outcome of your use of the Service and your activities conducted using the Service.
If you cause any damage to the Company, another Member, or a third party due to your use of the Service, you will compensate for the damage at your responsibility and expense.

Article 19 (Retention of Rights)

All the Intellectual Property Rights relating to the Company’s websites and the Service are retained by the Company and our licensors. The license grant to use the Service under the Terms does not mean licensing the Intellectual Property Rights held by the Company and our licensors regarding our websites or the Service.

Article 20 (Damage Compensation)

If you violate the Terms and cause damage to the Company or make us incur some expenses, you will be liable to compensate for all damages, costs, and expenses incurred by us (including, but not limited to, general damages, special damages, litigation costs, attorney’s fees, and other expenses to restore confidence in the Service or the Company. The same will apply in this Article.)
In addition to paragraph 1 above, if the Company is forced to make payments, such as damage compensation, or incur expenses upon a claim from a third party arising from your act, we may charge you all such damages and expenses incurred.

Article 21 (Disclaimer of Warranties and Indemnity)

We do not warrant, explicitly or implicitly, regarding the Service or any goods offered through the Service that: they fit for your particular purpose; they have an effect, commercial value, accuracy, or usability as expected; they do not give a negative influence on minors; your use of the Service conforms to any laws and ordinances applicable to you, internal rules of the industry organization, and other regulations; the Service can be continuously used; the Registration Information and other information items are securely stored; and no defect or problem occurs in your use of the Service.
You agree to settle, at your responsibility, any dispute or trouble arising from your transactions or communications with another Member, or a third party relating to the Service or the Company’s websites.
We will not be liable for any damage caused by you due to your violation of the Terms, except for the case in paragraph 5 of this Article.
We will not be liable for any damage incurred by you arising from the Service, except for the case in paragraph 5 below.
When the Service Contract (or another agreement for your use of the Service) or the Sales Contract between you and the Company corresponds to a consumer contract defined in the Consumer Contract Act of Japan, specific provisions of the Terms that entirely release the Company from liability for damage compensation will not apply. In that case, when you incur damage due to the Company’s failure to perform the obligations or act of tort, we will be liable to compensate for direct and general actual damages. However, the Company will not be liable to compensate for incidental, indirect, special, and future damages and lost profits unless we have acted willfully or with gross negligence.

Article 22 (Assignment of Contractual Status)

Without the prior written approval of the Company, you may not assign, transfer, pledge, or otherwise dispose of your status under the Service Contract or any Sales Contract or your rights or obligations under the Terms to a third party.
If the Company assigns the business pertaining to the Service to another company, we may assign, along with the business transfer, your status under the Service Contract or the Sales Contract, your rights and obligations under the Terms, your Registered Information, and customers’ information to the transferee of the business. You are deemed to have agreed to that assignment in advance in this paragraph. The business transfer in this paragraph includes any cases involving the succession of business, such as a company split, let alone general business transfer.

Article 23 (Severability)

Even if any provision of the Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable in totality or partially, the validity of the remaining provisions will not be affected. The invalid provision will be replaced with a valid provision that best embodies the original intent or interpreted to the extent reasonably modified to operate as the valid provision that best embodies the original intent, and that replaced or modified provision will apply.

Article 24 (Revision of the Terms)

At our discretion, we may revise the Terms or add provisions to supplement the Terms. (“Supplementary Terms”) The revision of or addition to the Terms becomes effective upon the revised version of the Terms or the Supplementary Terms is posted on a website predetermined by the Company unless we separately designate a specific effective time and date. After that revision or addition becomes effective, if you use the Service or you do not withdraw your membership within a period set by the Company, you will be deemed to have agreed to that revision or addition.

Article 25 (Governing Law and Jurisdiction)

The Terms, the Service Contract, and the Sales Contract are governed by the laws of Japan.
Any dispute arising from or in connection with the Terms, the Service Contract, or the Sales Contract will be submitted to the Tokyo District Court as the exclusive agreed jurisdiction court for the first instance.

Article 26 (Language)

The Terms are available in Japanese, English, and Chinese. In case of doubt, the Japanese version shall prevail. The English and Chinese versions are for reference only.

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