CHAPTER I
GENERAL PROVISONS; MEMBERSHIP

Article 1. Definitions

• “Company” means DIVINE PROMISE LTD;
• “Services” means the international social shopping service which the Company operates under the name of “DIVINE PROMISE”. Each purchase and sale of goods performed via the Services shall be a direct transaction between an Exhibiting Member and a Purchasing Member, and the Company only provides the Services as a platform enabling such direct transactions;
• "Website" means the website (http://www.divinepromise-mu.com) through which the Services are provided;
• "Terms"means these Terms and Conditions of Use. If the Company establishes any special provisions, user information handling rules (privacy policies), user guidelines, notes for use, help desk rules, FAQ, or other rules relating to the Services in addition to these Terms, such rules, guidelines or terms shall collectively form part of these Terms;
• "User" means any individual or corporation that uses the Services, including any Member defined in the following item and any other non-Member individuals and corporations using the Services;
• "Member" means an individual or corporation who has gone through the membership registration procedure to use the Services as prescribed by the Company and whose registration has been accepted by the Company. A Member exhibiting and selling goods via the Services is hereinafter referred to as an “Exhibiting Member” and a Member purchasing such goods is hereinafter referred to as a “Purchasing Member”. An Exhibiting Member may be also called a “Personal Shopper” or "Shop"in the Services;
• "Membership Registration Applicant"means an individual or corporation that applies for a membership registration for the Services in accordance with relevant procedures prescribed by the Company;
• "Registered Information" means any and all information registered by each User with the Services (including but not limited to the User’s e-mail address, member ID and password) and other information registered by the User with any other services used in connection with use of the Services (such other services including but not limited to the Apple App Store services and platform services of other application providers);
• "Exhibition Price" means the respective price of goods exhibited under the Services by an Exhibiting Member;
• "Terminal Device" means a computer, tablet, smart phone, and other terminal device, through which a Member can use the Services; and
• Any of the expressions such as “breach of these Terms”, “in breach of these Terms”, “violation of these Terms” and “in violation of these Terms” shall include the case where a warranty set forth in these Terms contains any false statement.

Article 2. Purpose of these Terms

• These Terms stipulate the conditions for using the Services that shall apply to any and all persons who use the Services, regardless of whether with or without compensation. These Terms shall apply to any and all Members, regardless of the types of membership (Exhibiting Member or Purchasing Member), and, in addition, to any parties who use the Services without membership registration.
• Each party using the Services shall be required to agree to these Terms and, if failing to agree, shall not be entitled to use the Services.

Article 3. Membership Registration

• Each User may not cause any false information to be registered and must always keep all registered information true and correct, not only during membership registration but also at all times during usage of the Services.
• If a Membership Registration Applicant falls under any of the items below, the Membership Registration Applicant may not register as a Member. Further, if the Company determines that the Membership Registration Applicant falls under any of the items below, the Company may reject its registration application. Even if the Membership Registration Applicant or any third party suffers any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) as a result of such rejection by the Company, the Company shall not be liable for such damage, loss, expenses, etc. (whether based on contract, tort or any other legal theory), regardless of the foreseeability thereof.
  • The Membership Registration Applicant is to register false information during membership registration;
  • The Membership Registration Applicant is already a Member at the time when application for the membership registration is filed;
  • The Membership Registration Applicant had in the past been subjected to suspension of membership, compulsory withdrawal, restriction on use of the Services or similar measures taken by the Company;
  • There has occurred any dispute (including not only litigation, but also any and all other disputes such as complaints or demands) with another User or a third party in relation to the Services, regardless of the Membership Registration Applicant’s intentional act/omission or negligence thereto or otherwise;
  • The Membership Registration Applicant has conducted, or is likely to conduct, any act in violation of these Terms;
  • The Membership Registration Applicant is an organized crime group or a member thereof, or 5 years have not passed since the Membership Registration Applicant ceased being a member of an organized crime group, or is a quasi-member of an organized crime group or a company related thereto, or a racketeer, a group engaging in criminal activities under the pretext of conducting social campaigns or political activities, or a crime group specialized in intellectual crimes, or a group or individual that pursues economic profits through the use of violence, threats and fraud, or an equivalent thereof (collectively,“Anti-Social Forces”), or if it becomes clear that the Membership Registration Applicant falls under any of the following matters:
    • Having the relation in which it is deemed that an Anti-Social Force holds control over the Membership Registration Applicant’s management;
    • Having the relationship in which it is deemed that an Anti-Social Force is substantially involved with the Membership Registration Applicant’s management;
    • Having the relationship in which it is deemed that the Membership Registration Applicant is using an Anti-Social Force unjustifiably, for the purpose of ensuring unjustified benefits to the Membership Registration Applicant or any third party, or for the purpose of inflicting harm to any third party;
    • Having the relationship in which it is deemed that the Membership Registration Applicant is engaged in providing funds to etc. or otherwise benefiting an Anti-Social Force;
    • An officer of the Membership Registration Applicant or other person substantially involved with the management of the Membership Registration Applicant has any socially condemnable relationship with an Anti-Social Force; or
    • Having ever indicated to the Membership Registration Applicant’s relationship or his, her or its related party’s relationship with an Anti-Social Force.
  • With respect to terms of use of any services provided by the Company or its affiliate other than the Services (hereinafter referred to as “Other Services”), the Membership Registration Applicant falls under any of the following matters:
    • Having in the past been subjected to suspension of membership, compulsory withdrawal, restriction on use of the Other Services or similar measures taken by the Company;
    • Having occurred any dispute (including not only litigation, but also any and all other disputes such as complaints or demands) with another user of the Other Services or third party in relation thereto, regardless of the Membership Registration Applicant’s intentional act/omission or negligence thereto or otherwise; or
    • Having violated, or is likely to violate, the rules for the Other Services (including the use terms, special provisions, privacy policies, various user guidelines, notes for use, help desk rules, FAQ, etc.);
  • It is likely that the grant of membership of the Membership Registration Applicant will interfere with the business operations of the Company or technical aspects thereof; or
  • Otherwise, the Company determines that the grant of membership to the Membership Registration Applicant is inappropriate.
• If there is any change in information submitted for the membership registration of a Member, such Member must immediately take the relevant procedures for modification of the membership registration as prescribed by the Company. Each Member shall be responsible for management of its information in the membership registration and modification thereof, in the manner such that the Member’s membership registration information shall always remain updated and correct.
• If, despite there having occurred any change in information contained in a Member’s membership registration, such Member fails to make modification of the membership registration by performing the procedure prescribed by the Company, the Company may deem that the membership registration remains as before. In addition, even after the membership registration is modified by the Member, the Company may handle any transactions or procedure made before such modification according to the information registered before the modification.
• The Company shall not be liable (whether based on contract, tort or any other legal theory) for any damage, loss, expenses, etc. resulting from a Member’s breach of this Article 3 (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees), regardless of foreseeability thereof.

Article 4. Minors

Any individuals under the age of 18 shall be prohibited from using the Services. For any minor above the age of 18 who uses the Services, consent of the parent or legal guardian of such minor shall be required. Therefore, any minor intending to use the Services must ask his/her parent or legal guardian to read these Terms before using the Services. When a minor uses the Services, it shall be deemed that consent from his/her parent or legal guardian has been duly obtained.

Article 5. Representations and Warranties of Exhibiting Member

Each Exhibiting Member hereby represents and warrants to the Company that, throughout the period during which the Exhibiting Member uses the Services, the following matters shall all be true and correct:

• The Exhibiting Member will comply with these Terms;
• The Exhibiting Member will not exhibit any goods in violation of Article 11, Paragraphs 1 or 2 hereof;
• In the case where, in using the Services (including but not limited to the sale, import and export of goods), any license, permission, sanction, approval by, registration with, notification to and so on of a court, government agency or other authorities is required, the Exhibiting Member has duly and properly acquired or performed them;
• There is no restriction on, or interference with, a Purchasing Member’s acquisition of titles to, or use of, goods sold by the Exhibiting Member via the Services; and
• In the case where, when selling goods to a Purchasing Member, the Exhibiting Member owes the obligation to pay the price of the goods to a store or another party from which or whom the Exhibiting Member sourced and purchased the goods, it will duly fulfill such obligation.

Article 6. Registered Information

• If any Registered Information is inputted when the Services are used, the Company shall deem that the User recorded as the registrant of such inputted Registered Information is the person using the Services in such case.
• Even if any third party uses the Services by inputting Registered Information of a User without such User’s consent, the Company shall not be liable (whether based on contract, tort or any other legal theory) for any damage, loss, expenses, etc. suffered by the User as a result of such unauthorized use (including but not limited to direct, indirect, direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees), regardless of the foreseeability thereof.
• Only Users whose Registered Information has been genuinely registered in the system may use the Services. Under no circumstance shall a User be allowed to use a third party’s Registered Information to use the Services. Each User must strictly manage and keep confidential its Registered Information in order to make sure that such Registered Information will not be used by any other third party for accessing or otherwise using the Services. Further, each User shall not permit any third party to use its Registered Information, or assign, sell, lend, lease or pledge its Registered Information to or for any other third party, or otherwise allow any other third party to use the Services in place of the User.
• If a User suspects that its Registered Information has been fraudulently used or security of its Registered Information has been compromised in operation of the Services, the User must immediately notify the Company thereof.

Article 7. Membership Withdrawal

• If a Member desires to withdraw from membership, it may do so by performing the relevant procedures prescribed by the Company; provided, however, that, if there are any payment or transactions outstanding at the time when the Member performs the withdrawal procedure, the Member may not immediately withdraw from membership. Such Member shall duly proceed with and complete the settlement of such outstanding payment or transactions according to these Terms without delay, before performing the procedures for withdrawal from membership.
• If a Member falls under any of the matters listed below, such Member must immediately withdraw from membership in accordance with the preceding paragraph. Further, if the Company determines that the Member falls under any of the matters below, the Company may take all measures it deems appropriate, such as suspension of membership, compulsory withdrawal, or restriction on use of the Services. Even if the User or any third party suffers any damage, loss, expenses, etc. (including but not limited to direct, indirect, direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) as a result of such measures, the Company shall not be liable for such damage, loss, expenses, etc. (whether based on contract, tort or any other legal theory), regardless of the foreseeability thereof：
  • The Member caused any false information to be registered during membership registration;
  • The Member has been registered multiple times;
  • The Member had in the past been subjected to suspension of membership, compulsory withdrawal, restriction on use of the Services or similar measures taken by the Company;
  • There had occurred any dispute (including not only litigation, but also any and all other disputes such as complaints or demands) with another User or a third party in relation to the Services, regardless of the Member’s intentional act/omission or negligence thereto or otherwise;
  • The Member has conducted, or is likely to conduct, any act in violation of these Terms;
  • It becomes clear that the Member is a member of an Anti-Social Force or falls under any of the following items:
    • Having the relation in which it is deemed that an Anti-Social Force holds control over the management of the Member;
    • Having the relationship in which it is deemed that an Anti-Social Force is substantially involved with the management of the Member;
    • Having the relationship in which it is deemed that the Member uses an Anti-Social Force unjustifiably, for the purpose of ensuring unjustified benefits of the Member or any third party, for the purpose of inflicting harm to any third party or otherwise;
    • Having the relationship in which it is deemed that the Members is engaged in providing funds, etc. to or otherwise benefiting an Anti-Social Force;
    • An officer of the Member or other person substantially involved with the management of the Member has any socially condemnable relationship with an Anti-Social Force; or
    • Having ever indicated to the Member’s relationship or his, her or its related party’s relationship with an Anti-Social Force.
  • In terms of use of any Other Services, the Member falls under any of the following items:
    • Having in the past been subjected to suspension of membership, compulsory withdrawal, restriction on use of the Other Services or similar measures taken by the Company;
    • Having occurred any dispute (including not only litigation, but also any and all other disputes such as complaints or demands) with another user of the Other Services or third party in relation thereto, regardless of the Member’s intentional act/omission or negligence thereto or otherwise; or
    • Having violated or likely to violate the rules for the Other Services (including the use terms, special provisions, privacy policies, various user guidelines, notes for use, help desk rules, FAQ, etc.);
  • Having occurred any dispute (including not only litigation, but also any and all other troubles such as complaints or demands) with another User or a third party in relation to the Services, regardless of the Member’s intentional act/omission or negligence thereto or otherwise;
  • The Company determines that the Member has not used the Services for a long period of time;
  • The Company determines it is likely that the Member’s Registered Information has been unjustly used (including the case where any Registered Information has been inputted by error in the Services);
  • The Company determines that the Member has made numerous or frequent transaction cancellations via the Services;
  • It is likely that continuation of membership by the Member will interfere with the business operations of the Company or technical aspects thereof; or
  • The Company otherwise determines that such withdrawal is necessary.
• Upon withdrawal of a Member (including the case of compulsory withdrawal pursuant to the above Paragraph or other provisions of these Terms), the following shall apply to such Member:
  • With respect to the Services, such services which are available only to Members shall become unavailable to the withdrawn Member;
  • The withdrawn Member shall not be exempted from the obligations already owed as of the time of withdrawal; and
  • The withdrawn Member will remain bound, even after withdrawal, by these Terms (without but not limited to the provisions regarding disclaimer of the Company) regarding the withdrawn Member’s acts and events that have occurred before the withdrawal, and matters caused thereby.

Article 8. Prohibited Acts

• In using the Services, each User shall be prohibited from conducting the following acts:
  • Any act in violation of applicable laws or regulations (including laws or regulations of a country other than Japan, if such laws or regulations are applicable) or these Terms;
  • Any act of assisting, soliciting, forcing or encouraging the violation of applicable laws or regulations (including laws or regulations of a country other than Japan, if such laws or regulations are applicable) or these Terms;
  • Any act against public order and morality, or common sense;
  • Any act of infringing on a copyright or other intellectual property right, honor, social credibility, privacy, right of likeness, right of publicity, or any other right or interests of another party;
  • Any act of causing mental, economic or other damage to any third party;
  • Sexual, obscene or violent acts or expressions, or any acts that are offensive to or have any adverse influence on third parties;
  • Any act that are likely to lead to any form of discrimination;
  • Any acts of swindling, violence or use of threatening language;
  • Any act of assisting, soliciting, forcing or encouraging suicide attempts, group suicide, self-injury, use of illegal or quasi-legal drugs, or the like;
  • Any act likely to be judged a solicitation to multilevel marketing or pyramid scheme (Ponzi scheme);
  • Any act with the purpose of promoting and advertising any products or services other than the Services;
  • Any act that are against the spirit of the Services or these Terms, or that interferes with the operation of the Services;
  • Any act of impersonating another person;
  • Any act of using the Services via another person’s Registered Information;
  • Any act of transmitting or posting any personal information of such User him/herself or another person (including but not limited to the real name, home address, e-mail address or telephone numbers) on the Services;
  • Any act of using, outside the Services, all or part of the contents, data, information, system, functions, programs, etc. of the Services;
  • Any act of adding a link to or writing a URL of any website or resources not operated by the Company on the Website;
  • Any act of directly contacting another User outside the Services (including exchanging contact information with another User outside the Services), or any act of direct transactions with another User outside the Services;
  • Any act of inducing an act referred to in the immediately preceding Item;
  • Any act of endangering the security of the Services;
  • Any act of transmitting computer viruses or the like that has adverse influence on computer equipment, communication circuit lines, software, etc.;
  • Any act that has adverse influence on servers or networks that are involved with the Services;
  • Any act of unauthorized access to any system having relation to the provision of the Services by the Company;
  • Any act of accessing the Services in any method other than through the interface provided by the Company;
  • Any act of circumventing technical restrictions on software, application, etc. provided on the Services;
  • Any act of exploiting security loopholes, errors, bugs, etc. of the systems and software related to the Company’s websites (including the Website);
  • Any act of decoding system, software, protocol, or other matters related to the Company’s websites (including the Website) by reverse engineering, disassembling, or other method;
  • Any act of falsifying, altering or otherwise changing the system, software, protocol, or others related to the Company’s websites (including the Website);
  • Any act reproducing or making secondary use of system, software, protocol, or other related to the Company’s websites (including the Website);
  • Any act likely to fall under any of the foregoing;
  • Any act likely to assist, solicit, force or encourage any of the above acts; or
  • Any other acts that the Company determines inappropriate and prohibits therefor.
• If a User conducts any of the prohibited acts listed above, such User shall assume full liability for such act, including compensation for damage suffered by other Users or third parties as the result of the prohibited act, regardless of such User’s intentional act/omission or negligence thereto or otherwise, and shall indemnify and keep harmless the Company from liability therefor. The Company shall not be liable (whether based on contract, tort or any other legal theory) for any damage, loss, expenses, etc. due to such prohibited acts (including but not limited to direct, indirect, direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees), regardless of the foreseeability thereof.
• If the Company suffers any damage, loss, expenses, etc. (including but not limited to direct, indirect, direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) resulting from any of the prohibited acts listed in Paragraph 1 of this Article by a User (including the case where any third party claims liability for damage against the Company), such User must compensate and indemnify the Member for such damage.
• If any act is conducted with respect to which the Company determines to fall under any of the prohibited acts listed in Paragraph 1 of this Article, or if the Company determines it to be necessary for any other reason, the Company may, without prior notice, take measures (including but not limited to disclosure of information in response to claims by a person asserting that any of such person’s rights has been infringed by a User) to prevent the occurrence of or to mitigate damages due to the prohibited act, or take any other measures that it deems appropriate, regardless of any User’s intentional act/omission or negligence thereto or otherwise. Even if any User or any third party suffers any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) as a result of such measures taken by the Company, the Company shall not be liable for such damage, loss, expenses, etc. (whether based on contract, tort or any other legal theory), regardless of the foreseeability thereof.

Article 9. User’s Liability

• Each User shall be solely liable for its own use of the Services, and may not cause any inconvenience or damage to another User, a third party or the Company via the User’s use of the Services.
• If any User causes damage to another User, a third party or the Company in relation to its use of the Services, such User shall compensate for such damage at its expense and responsibility, and may not cause any inconvenience or damage to the Company in relation to such damage on another User or a third party.
• If any User conducts any act that violates these Terms or any fraudulent or illegal act, such User must compensate and indemnify the Company for the damage, loss, expenses, etc. incurred by the Company due to such act (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees).
• If any dispute (including not only litigation, but also any and all other disputes such as complaints or demands) arises between a User and a third party in relation to the Services, such User shall settle the dispute at its expense and responsibility. If the Company incurs any damage, loss, expenses, etc. (including but not limited to direct, indirect, incidental, special, punitive, or consequential damage, lost profits, and attorneys’ fees) in relation to such dispute, such User must compensate and indemnify the Company for such damage, loss, expenses, etc.