All English versions provided for reference purposes only. In any event, the Japanese version shall prevail.
UPSTARTS Membership Rules
By agreeing to these UPSTARTS Membership Rules (hereinafter the “Membership Rules”) and creating your own UPSTARTS account (your “Account”), you may use your Account and all related services provided by UPSTARTS (together, the “Membership Service”).
Article 1 UPSTARTS Membership
You may use the Membership Service in accordance with the Membership Rules and any other related terms that UPSTARTS may provide to you. While you will be able to use various services provided by UPSTARTS through your Account.
Article 2 Member Registration
- Once you agree to the Membership Rules and complete the prescribed registration procedure, the Membership Rules form a binding agreement between you and UPSTARTS (hereinafter the “Agreement”), and you will be granted UPSTARTS membership. A user who obtains UPSTARTS membership in accordance with this Article is referred to hereinafter as a “Member.”
- UPSTARTSreserves the right to deny membership to users whose membership has been revoked in the past or those whom for any reason UPSTARTS deems unqualified for membership.
Article 3 Managing Your User ID and Password
You are responsible for taking proper steps to manage your login credentials, such as changing your password on a regular basis.UPSTARTS will not be liable in any way whatsoever for any damage you may incur from the unauthorized use of your Account by a third party.
Article 4 Account Transactions
Any purchase or application to purchase a product or service, including any other related activities (hereinafter, together, a “Transaction”), that you make using the Account on a service provided by UPSTARTS occurs directly between you and the counterparty to such a Transaction. Unless UPSTARTS serves as the counterparty to the Transaction, it is not involved in the transaction and does not take any responsibility whatsoever in relation to the Transaction. Any dispute arising out of a Transaction must be solved between you and the counterparty to the Transaction.
Article 5 Change of Registered Information
When there are any changes to the information that you have registered as a Member (hereinafter “Registration Information”), we ask that you immediately update the Registration Information. UPSTARTS shall not be held liable for any damage incurred as a result of your failing to update your Registration Information. Any Transaction completed before changes to your Registration Information are made will be process based on the information that you have registered previously. You are responsible for directly contacting the counterparty of the Transaction as necessary to notify such party of a change in your Registration Information.
Article 6 Notices and Announcements from UPSTARTS
- UPSTARTS will send you notices and announcements regarding the Membership Service via email to the most recent email address in your Registration Information, via the website operated by UPSTARTS, and any via other methods UPSTARTS deems appropriate.
- You agree that when UPSTARTS sends you an email notice or announcement in the manner described in the preceding clause, the notice or announcement shall be deemed received when the email becomes readable to you or 24 hours after the message sent, whichever is earlier.
Article 8 Prohibited Actions
- When using the Membership Service, you agree not to:
- Violate any relevant laws, court judgments, decisions, and orders, as well as any administrative measures that are legally binding;
- Engage in activities that violate public order and standards of decency;
- Provide economic and other forms of assistance to anti-social forces;
- Engage in activities that harm the rights, interests, or reputation of UPSTARTS, Food Diversity Inc, or third parties;
- Impersonate a third party, or purposefully send out false information;
- Engage in the inappropriate collection, disclosure, or transfer of the personal information of third parties;
- Engage in the unauthorized access or use of a third party’s account, the creation or use of multiple accounts, and other similar actions;
- Engage in actions that cause the Membership Service to crash or malfunction;
- Take advantage of unintended bugs in the Membership Service, or use, create, or distribute outside tools that have the effect of causing unintended results in one’s use of the Membership Service;
- Engage in actions that have the effect of causing undue stress on the Membership Service or UPSTARTS’s servers;
- Send or distribute computer viruses or other harmful programs to UPSTARTS, Food Diversity Inc, or a third party;
- Violate the Membership Rules, or engage in actions that go against the intended purpose of the Membership Service;
- Engage in other activities that UPSTARTS deems to be harmful or inappropriate.
- You may not assign, lend, sell, encumber, or otherwise dispose of your Account, this Agreement, and any rights or obligations in this Agreement to a third party.
Article 9 Suspension and Revocation of Membership
- If UPSTARTS determines that any of the following circumstances apply to you, then UPSTARTS may, without prior notice, suspend your use of the Membership Service or your Account, change your user ID and password, or revoke your membership. UPSTARTS shall not be liable for any damage or loss of profit that you may incur as a result. UPSTARTS may do so if:
- You have violated applicable laws, or the Membership Rules;
- You have committed fraudulent or improper actions in your use of the Membership Service;
- Multiple login failures to your Account are detected on our systems, or other situations in which UPSTARTS determines it necessary to protect your security; or
- Any other circumstances under which UPSTARTS deems such actions to be necessary.
- UPSTARTSreserves the right to take the actions listed in the preceding clause without prior notice to you if you fail to log into your Account at or above the minimum frequency required by UPSTARTS.
Article 10 Cancelling Your Membership and Agreement Termination
- You may cancel your UPSTARTS Membership and terminate this Agreement at any time by following the procedures specified by UPSTARTS.
- If you cancel your UPSTARTS Membership, or if this Agreement becomes terminated for any reason, you will no longer be able to use your Account or the Membership Service. Thereafter, you will lost all rights related to the Membership Service. Accordingly, you will no longer be able to make any claims against UPSTARTS. However, any outstanding amounts you owe to UPSTARTS prior to termination shall continue to be payable, and you agree to fulfill such payment obligations to UPSTARTS immediately after termination.
- You acknowledge and agree that upon completing the procedure to cancel your membership, UPSTARTS may delete your Account, and you may not be able to use the services provided by UPSTARTS. Please cancel your membership only after you have carefully read and understood all of the relevant instructions and conditions.
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Article 11 Service Changes, Suspension, and Discontinuation
- UPSTARTS may, in its sole discretion and without prior notice to you, make changes or supplements to all or part of the Membership Service.
- Through a notice or announcement made in advance according to the method specified in Article 6, UPSTARTS reserves the right to discontinue the Membership Service at any time in its sole discretion.
- Upon the occurrence of any of the following events, UPSTARTS may temporarily suspend its provision of the Membership Service, either in whole or in part:
- A scheduled or emergency maintenance operation is conducted on UPSTARTS’s systems;
- A system overload occurs, either due to high traffic or otherwise;
- UPSTARTSdeems it necessary in order to protect the security of UPSTARTS, Food Diversity Inc, or a third party;
- The provision of the Membership Service becomes impossible due to causes beyond UPSTARTS’s reasonable control, such as a communication line interruption, natural disaster, fire, power outage or any other unexpected accident, war, conflict, riot, or strike; or
- Other circumstances under which UPSTARTS deems service suspension to be necessary.
- UPSTARTSshall not be liable for any damage or losses that you may incur due to an action that UPSTARTS takes in accordance with this Article.
Article 12 No Warranties and Disclaimer
- You hereby acknowledge and agree that UPSTARTS disclaims all warranties whatsoever that the incentive programs, service contents, or any other information provided through the Membership Service will be free of errors, bugs, defects, or security flaws, that they will not infringe upon the rights of a third party, or that they will meet your requirements or expectations. You also acknowledge and agree that the Membership Service is provided “as-is,” and that you will be fully responsible for your use of the Membership Service.
- Without limiting the foregoing, UPSTARTS expressly does not warrant that the content of the services made available to you through your Account will be true, accurate, up-to-date, useful, reliable, legally compliant, or that it does not the infringe the rights of a third party. UPSTARTS is not liable for any damage that you may incur in connection with the Membership Service.
- In the event that UPSTARTS is liable for any matter related to your use of the Membership Service, unless the issue in question is caused by UPSTARTS’s willful misconduct or gross negligence, UPSTARTS’s liability to you is limited to any direct damages actually suffered. UPSTARTS shall not be responsible for any special or incidental damages that you may incur (including cases in which harm had been or could have been expected).
Article 13 Revisions to The Membership Rules
- UPSTARTSmay revise any or all of the Membership Rules at any time, or prescribe additional terms or conditions to the Membership Rules. In the event that the Membership Rules are revised or added to, the changes shall go into effect as soon as they are posted on UPSTARTS’s designated website.
- You acknowledge and agree that UPSTARTS may assign the Agreement or any rights and obligations hereunder to a third party in the event that UPSTARTS transfers its Membership Service related business to such party, either through a merger, split, any other corporate change, or otherwise.
Article 14 Governing Law and Jurisdiction
The Membership Rules shall be governed by and interpreted in accordance with the laws of Japan. Any disputes arising out of the Membership Rules shall be submitted to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court as the court of first instance.