Terms of Service

Article 1 (Application of These Terms)

1. These Terms apply to all relationships between the Operator and Users concerning the provision and use of the Service.

2. By agreeing to these Terms at the time of registration for the Service, or by any other method prescribed by the Operator, a User may use the Service in accordance with these Terms.

3. Rules of use, guidelines, notices, and other provisions posted by the Operator on the Service shall, depending on their content, constitute part of these Terms. In the event of any inconsistency between these Terms and such provisions, these Terms shall prevail unless otherwise specified.

Article 2 (Purpose and Content of the Service)

1. The Service is a B2B matching platform that connects Japanese food-related companies with overseas stores, buyers, trading companies, and other business operators, and that supports the dissemination of product information, the search for potential counterparties, matching, business negotiations, and communication.

2. The Service principally includes the following functions:

• (1) Registration and viewing of profiles of companies, stores, and buyers
• (2) Registration, publication, and viewing of product information
• (3) Search for products, companies, stores, and buyers
• (4) Matching and presentation of candidates based on registered information and other data
• (5) Messaging functions among Users and including FOMAC Operations
• (6) Support for the management of business negotiations and deals
• (7) Other functions incidental to the preceding items

3. The Operator provides the Service in order to offer and support opportunities for information exchange and business negotiations among Users, and, except where expressly stated otherwise, does not become a party to any sale or other transaction between Users.

Article 3 (Eligible Users and Registration)

1. The Service is intended, in principle, for corporations, sole proprietors, and other business operators using it for business purposes, as well as persons lawfully representing or acting on behalf of such entities. Users represent that they have the authority necessary to register for and use the Service.

2. The Operator may refuse registration, or cancel a registration already made, if it reasonably determines that an applicant falls under any of the following:

• (1) The registered information contains falsehoods, errors, or material omissions
• (2) The applicant has previously been suspended from use, or had its registration cancelled, due to a breach of these Terms or similar reasons
• (3) The applicant attempts to register by impersonating another person or business operator
• (4) The applicant is an Anti-Social Force or has a relationship with such forces
• (5) Other circumstances exist that reasonably indicate the applicant is not suitable as a User of the Service

Article 4 (Registration Carried Out by the Operator on Behalf of Users)

1. The Operator may, at the request of or with the consent of a prospective User, carry out registration procedures and enter registration information on behalf of such person.

2. In the case of the preceding paragraph, the Operator shall create such registration information in a non-public state, and shall make it public only after obtaining confirmation of its content and consent to publication from such person.

3. The Operator shall deliver the account referred to in the preceding paragraph to such person by a method prescribed by the Operator. Following delivery, such person shall manage the account at its own responsibility.

4. Such person may at any time request the Operator to correct, unpublish, or delete the registered information.

Article 5 (Account Management)

1. Users shall, at their own responsibility, appropriately manage their registered email address, password, and other authentication credentials.

2. Except where separately permitted by the Operator, Users shall not transfer, lend, share, or otherwise allow third parties to use their accounts.

3. Acts performed using a User’s account may be treated as acts of the User holding such account, except in cases of the Operator’s willful misconduct or gross negligence.

4. If there is a risk that authentication credentials have been leaked or misused, or that account security has otherwise been compromised, the User shall promptly notify the Operator.

Article 6 (Registered and Published Information)

1. Users shall register accurate and up-to-date information with the Operator, and shall update such information within a reasonable period if any change occurs.

2. Japanese company Users warrant that they hold the authority to register and publish their own company information, product information, export readiness status, and other information registered on the Service. Overseas store and buyer Users likewise warrant that they hold equivalent authority with respect to information concerning their stores, corporations, purchasing entities, and other business information.

3. Users shall not register or publish false or misleading information, information that infringes the rights of third parties, or other information that violates these Terms.

4. The Operator may, to the extent necessary and reasonable for the proper operation of the Service, verify registered information, request corrections, suspend publication, and take other measures.

Article 7 (User Content)

1. Rights to the text, images, product information, company information, store information, messages, and other information that Users register or transmit on the Service ("User Content") remain with the relevant User or rightful owner.

2. Users grant the Operator a license to use User Content to the extent necessary for the provision, display, operation, maintenance, and improvement of the Service, and for the provision of support to Users. This license includes technical processing, reproduction, display, storage, format conversion, and other incidental processing necessary for the provision of the Service.

3. Where the Operator uses User Content beyond the purpose of providing the Service, the Operator shall obtain the User’s consent as necessary, except where otherwise permitted by applicable laws and regulations.

Article 8 (Scope of Publication of Information)

1. Among User Content, information that a User has elected to publish may become viewable by third parties who are not logged in to the Service.

2. Information published under the preceding paragraph may be collected, stored, and displayed by search engines and other external services. The Operator bears no responsibility for the handling of such information by external services.

3. Users shall determine, at their own discretion, the scope of information to be published, and shall take care not to register information they do not wish to make public.

4. Even where a User changes information to non-public status or deletes it, such information may remain for a certain period in the caches of external services.

Article 9 (Matching and Search Results)

1. Search results, matching results, scores, candidate displays, and other information on the Service constitute reference information based on registered information and other data available to the Operator.

2. The Operator does not guarantee the conclusion of any transaction, the creditworthiness of any counterparty, the suitability of any product, profitability, transaction terms, or any other specific outcome with respect to matching results or candidate displays.

3. Before commencing any transaction or business negotiation, Users shall conduct the necessary verification regarding the counterparty and the products or services at their own responsibility.

Article 10 (Three-Party Messaging)

1. The messaging function of the Service is provided as a three-party communication function in which a Japanese company, an overseas store or buyer, and FOMAC Operations participate.

2. FOMAC Operations may view the content of messages and post to message threads as necessary for the purposes of matching support, negotiation support, responding to inquiries, preventing misuse, ensuring the safe operation of the Service, and other purposes necessary for the provision of the Service.

3. Access to messages shall be limited to personnel granted the authority necessary for their duties.

4. Where a User transmits confidential information of a third party, personal information, or other information requiring careful handling, the User shall itself confirm that it holds the authority to share such information.

5. Details of the handling of messages and other information are governed by the separately established Privacy Policy.

Article 11 (Business Negotiations and Transactions Between Users)

1. Business negotiations, quotations, orders, sales, import and export, settlement, delivery, quality verification, contracts, and other transactions conducted between Users are carried out at the responsibility of the Users concerned.

2. Except where the Operator expressly becomes a party to a transaction, the Operator does not act as a party to, an agent for, or a guarantor of any transaction agreement between Users.

3. Users shall themselves confirm with their counterparties the price, quantity, quality, specifications, ingredients, labeling, best-before and use-by dates, delivery dates, payment terms, transport conditions, insurance, customs clearance conditions, and other matters necessary for the transaction.

4. Where a dispute arises between Users, the Users concerned shall in principle resolve it at their own responsibility and expense. However, the Operator may provide information verification and other reasonable support where it determines this to be necessary for the operation of the Service.

Article 12 (Import, Export, and Legal Compliance)

1. With respect to business negotiations and transactions conducted through the Service, Users shall themselves confirm and comply with the applicable laws, regulations, permits, and other rules of Japan and of the countries and regions of export, import, and distribution of the products. These include regulations concerning food safety, food labeling, import and export, quarantine, customs clearance, tariffs, taxation, intellectual property, advertising representations, and other matters applicable to the transaction.

2. Even where an indication such as "export ready" or similar appears on the Service, such indication is based on information registered by Users and does not constitute a guarantee by the Operator that export to, or sale in, any particular country or region is legally or practically possible.

3. Necessary permits, notifications, inspections, certificates, and other procedures shall be carried out at the responsibility of the User required to bear such procedures.

Article 13 (Fees and Paid Services)

1. Among the functions of the Service, registration, publication of company and store profiles, publication of product information, search, matching, and messaging functions are provided free of charge.

2. The Operator may charge Users fees for individual services such as shelf rental, trade fair participation, sales channel development support, on-site inspection tours, and other services (collectively, "Paid Services"), in accordance with the fees displayed on the Service or other conditions separately presented by the Operator.

3. The content, fees, payment methods, contract periods, renewal, and cancellation conditions of Paid Services shall be determined by the display on the Service or by individual agreements with Users. In the event of any inconsistency between these Terms and an individual agreement, the individual agreement shall prevail.

4. Fees paid by Users shall not be refunded, except as provided by law or as separately approved by the Operator.

5. If a User delays payment of fees, the Operator may claim late payment charges at an annual rate of 14.6 percent from the day following the due date until the date of payment in full.

6. Where the Operator changes the scope of functions provided free of charge, it shall give prior notice to Users by the methods set forth in Article 26.

Article 14 (Prohibited Acts)

Users shall not engage in any of the following acts in using the Service:

• (1) Acts that violate laws and regulations, public order and morals, or these Terms
• (2) Acts of registering or providing false, inaccurate, or misleading information
• (3) Acts of fraud, intimidation, harassment, discrimination, defamation, or other improper conduct against other Users, the Operator, or third parties
• (4) Impersonation of another person or business operator
• (5) Acts that infringe the copyrights, trademark rights, patent rights, trade secrets, privacy, or other rights or interests of third parties
• (6) Listing or trading of illegal products, or of products for which the User lacks the necessary authority
• (7) Spam, indiscriminate solicitation, or other acts that cause significant nuisance to other Users
• (8) Unauthorized access to the Service or its systems, probing for vulnerabilities, imposing excessive load, or otherwise interfering with normal operation
• (9) Collecting, reproducing, selling, or otherwise using information obtained from the Service for purposes not reasonably related to the purpose of the Service
• (10) Acts that interfere with the Operator’s operation of the Service
• (11) Provision of benefits to Anti-Social Forces, or other acts related thereto
• (12) Acts that directly or indirectly facilitate any of the preceding items
• (13) Other acts that may reasonably be determined to be inappropriate in light of the purpose of the Service

Article 15 (Suspension of Use and Cancellation of Registration)

1. Where the Operator reasonably determines that a User falls under any of the following, it may, without prior notice, suspend publication of User Content, suspend all or part of the User’s use of the Service, suspend the account, or take other necessary measures:

• (1) The User has breached these Terms
• (2) It becomes apparent that the registered information contains material falsehoods
• (3) Misuse or a security problem is identified
• (4) There is a risk of causing material damage to other Users or third parties
• (5) Urgent action is otherwise necessary for the proper operation of the Service

2. Where a breach is material, or where remedy is not expected, the Operator may cancel the User’s registration.

3. Where reasonably possible, the Operator shall endeavor to inform the User of the reasons for the suspension of use or cancellation of registration and of the actions required.

Article 16 (Withdrawal)

1. Users may withdraw from the Service by the method prescribed by the Operator.

2. Where unresolved business negotiations, transactions, payment obligations, or other obligations exist at the time of withdrawal, such obligations shall not be extinguished by the withdrawal.

3. The handling of registered information and personal information after withdrawal shall be governed by these Terms, the Privacy Policy, and applicable laws and regulations.

Article 17 (Intellectual Property Rights)

1. Intellectual property rights in the programs, designs, logos, trademarks, text, images, databases, and other content relating to the Service, excluding User Content, belong to the Operator or to third parties holding legitimate rights.

2. The license to use the Service under these Terms does not transfer any intellectual property rights relating to the Service to Users.

3. Users shall not reproduce, reprint, modify, distribute, or otherwise use such content beyond the scope necessary for ordinary use of the Service without the permission of the Operator or the relevant rights holder.

Article 18 (Handling of Confidential Information)

1. Users shall not disclose or leak to third parties, without legitimate reason, any non-public business, technical, or other information disclosed by a counterparty in business negotiations through the Service that, by its nature and the circumstances of its disclosure, is reasonably to be treated as confidential.

2. The preceding paragraph does not apply to information that was publicly known at the time of disclosure, information that became publicly known after disclosure through no fault of the receiving party, information lawfully obtained from a third party holding legitimate authority, or other information that can reasonably be shown not to require confidential treatment.

3. Where disclosure is required by laws and regulations or by a lawful request from a public authority, disclosure may be made to the extent necessary.

4. Where Users have separately concluded a non-disclosure agreement with respect to a particular business negotiation or transaction, such agreement shall prevail.

Article 19 (Handling of Personal Information)

1. The Operator’s handling of Users’ personal information and other information is governed by the separately established Privacy Policy. Users shall review the content of the Privacy Policy when using the Service.

2. Given the nature of the Service, which includes overseas Users, information may be viewed or handled from outside Japan. The specific handling, any necessary provision of information or consent, and other measures shall be governed by applicable laws and regulations and by the Privacy Policy.

Article 20 (Changes to the Content of the Service)

1. The Operator may change the content of the Service as necessary for the addition of functions, improvements, specification changes, or other reasons.

2. Where a change materially affects Users, the Operator shall endeavor, to the extent reasonably possible, to provide notice by posting on the Service, by sending notice to registered email addresses, or by other appropriate methods.

Article 21 (Suspension or Interruption of the Service)

1. The Operator may temporarily suspend or interrupt all or part of the Service in any of the following cases:

• (1) Where system inspection, maintenance, or updates are carried out
• (2) Where a failure occurs in communication lines, cloud services, or other external services
• (3) Where fire, power outage, earthquake, typhoon, flood, epidemic, war, riot, or other events beyond the Operator’s reasonable control occur
• (4) Where urgent action is required for security reasons
• (5) Where suspension or interruption is otherwise necessary for the stable provision of the Service

2. Where reasonably possible, the Operator shall endeavor to notify Users in advance or promptly thereafter.

Article 22 (Termination of the Service)

1. The Operator may terminate the provision of all or part of the Service by giving notice to Users three months in advance.

2. Where there are changes in laws and regulations, material changes in the business environment, natural disasters, or other unavoidable circumstances, the Operator may shorten the notice period set forth in the preceding paragraph.

3. The treatment of Paid Services upon termination of the Service shall be governed by the relevant individual agreement, and where no such provision exists, shall be determined through consultation between the Operator and the relevant User.

Article 23 (Disclaimer of Warranties)

1. The Operator does not warrant the fitness of the Service for any particular purpose of Users, the achievement of expected results, continuous provision, completeness, accuracy, or the conclusion of any particular transaction.

2. The Operator does not warrant the truthfulness, accuracy, or completeness of information registered by Users or provided between Users, and does not act on behalf of Users in conducting any screening, credit investigation, quality assurance, or legal compliance verification that may be required by law or business practice with respect to Users or products.

3. Matching results, search results, scores, and other displays on the Service constitute reference information, and final transaction decisions shall be made by Users themselves.

Article 24 (Liability of the Operator)

1. Where the Operator bears liability for damages to a User in connection with the Service, such liability shall, except in cases of the Operator’s willful misconduct or gross negligence, be limited to ordinary and direct damages having a reasonable causal relationship with the Operator’s act.

2. In the case of the preceding paragraph, the aggregate amount of damages payable by the Operator shall not exceed the total amount of fees relating to the Service paid by the relevant User to the Operator during the twelve (12) months preceding the occurrence of the damage. This limitation shall not apply in cases of the Operator’s willful misconduct or gross negligence.

3. The Operator bears no liability for damages arising from communication failures, failures of external services, acts between Users, information provided by Users, or other causes beyond the Operator’s reasonable control and not attributable to the Operator, except where liability is imposed by law.

4. Where any limitation of liability set forth in this Article or elsewhere in these Terms is not permitted under applicable mandatory law, such limitation shall apply to the extent permitted by such law.

Article 25 (Exclusion of Anti-Social Forces)

1. Users represent and warrant that neither they nor their officers, beneficial owners, or other equivalent persons are organized crime groups, members of organized crime groups, or other anti-social forces ("Anti-Social Forces"), and that they have no socially condemnable relationship with such forces.

2. Where a User breaches the preceding paragraph, the Operator may suspend the User’s use of the Service or cancel its registration without prior notice or demand.

Article 26 (Changes to These Terms)

1. The Operator may change these Terms due to changes in laws and regulations, changes to the content of the Service, business necessity, or other circumstances.

2. Where the Operator changes these Terms, and where such change conforms to the general interest of Users, or is reasonable in light of the necessity of the change, the appropriateness of its content, and other circumstances, the Operator may make such change in accordance with applicable law without obtaining the individual consent of Users.

3. In the case of the preceding paragraph, the Operator shall determine the content of the revised Terms and their effective date, and shall give notice by posting on the Service, by sending notice to registered email addresses, or by other appropriate methods.

4. For changes that require the individual consent of Users under applicable law, the Operator shall obtain such consent by the method prescribed by the Operator.

Article 27 (Notices and Communications)

1. Notices or communications from the Operator to Users shall be made by posting on the Service, by sending to the email address registered by the User, or by other methods the Operator deems appropriate.

2. Notices under the preceding paragraph shall be deemed to have reached the User at the time of posting on the Service, or at the time the Operator dispatches the notice to the registered email address.

3. Users shall maintain their registered email address and other contact details accurately and up to date in order to receive communications from the Operator.

4. Inquiries from Users to the Operator shall be made through the inquiry contact displayed on the Service or by other methods prescribed by the Operator.

Article 28 (Assignment of Rights and Obligations)

1. Users shall not assign, transfer, pledge, or otherwise dispose of their status under these Terms, or any rights or obligations arising under these Terms, to any third party without the prior consent of the Operator.

2. Where the Operator transfers the business relating to the Service to a third party, the Operator may transfer to the transferee its status under these Terms, its rights and obligations, and Users’ registered information in connection with such transfer.

Article 29 (Severability)

Even if any provision of these Terms, or any part thereof, is held invalid or unenforceable under applicable laws or regulations, the remaining provisions and the remaining part of such provision shall continue in full force and effect.

Article 30 (Governing Law and Jurisdiction)

1. The relationship between the Operator and Users under these Terms and in connection with the Service shall be governed by the laws of Japan.

2. Where a dispute arises between the Operator and a User in connection with these Terms or the Service, the parties shall consult with each other in good faith and seek resolution.

3. If the consultation under the preceding paragraph does not result in resolution, the Fukuoka Summary Court or the Fukuoka District Court shall, depending on the amount in dispute, have exclusive jurisdiction as the court of first instance.

Article 31 (Language)

1. These Terms are displayed in Japanese and English.

2. In the event of any discrepancy between the Japanese and English versions, the Japanese version shall prevail.