Terms of Service
These Terms of Service (the "Terms") govern the use of the B2B inventory matching platform "StockCache" (the "Service") operated by Aves, Inc. ("we," "us," or "our").
1. Definitions
- 1. Member: A corporate entity that has agreed to these Terms and been approved by us.
- 2. Seller: A Member who lists inventory for sale through the Service.
- 3. Buyer: A Member who purchases (bids on) inventory through the Service.
- 4. Partial Bidding: A system where multiple Buyers can bid on and win portions of a single inventory listing.
- 5. 30-Day Auto-Acceptance: A rule where a transaction is deemed completed if no objection is raised by the Buyer within 30 days of shipment notification.
- 6. Stripe Payment: Payment processing through "Stripe Connect" provided by Stripe, Inc.
- 7. WEB Catalog: Collective term for product images, descriptions, warranties, and transaction terms listed by the Seller.
2. Changes to these Terms
1. We may change these Terms at any time at our discretion.
2. The revised Terms shall be effective from the time they are posted on our website. Continued use of the Service constitutes acceptance of the revised Terms.
3. Registration and Account Management
1. Entities wishing to register must undergo our specified KYC screening. We are under no obligation to disclose the reasons for our screening decisions.
2. Members are responsible for managing their IDs and passwords.
3. We are not liable for any damages resulting from inadequate management of account credentials. Members shall compensate us for any damages caused by unauthorized account use.
4. Listing Conditions and Product Data
1. Sellers may only list products that:
(1) Do not infringe on any intellectual property rights.
(2) Have at least three months of validity remaining (for perishable/dated goods).
(3) Comply with all applicable laws and regulations.
(4) Are not "Prohibited Items" (e.g., hazardous materials, counterfeits, recalled goods).
2. Sellers grant us a worldwide, royalty-free, non-exclusive license to use (reproduce, transmit, adapt, etc.) the images and descriptions in the WEB Catalog for the purpose of advertising, promoting, and marketing the Service (e.g., on SNS, press releases, or case studies).
3. Sellers are solely responsible for the content of the WEB Catalog and shall bear any liability arising from discrepancies between the listing and the actual product.
4. Sellers remain responsible for the management of the products until delivery to the Buyer is completed.
5. Sales Agreements and Partial Bidding
1. A sales agreement is formed between the Seller and each individual Buyer once the Seller finalizes the transaction on the system.
2. We do not guarantee matching (formation of sales agreements) or any specific transaction price.
3. Multiple Buyers may win portions of a single listing (Partial Bidding), and each such agreement is independent.
4. Buyers are bound by the terms of their bids. Cancellation or modification after a bid is accepted is generally not permitted.
6. Payments and Prohibition of Fee Avoidance
1. Payments must be processed through Stripe Connect. Members agree to the Stripe Connect Account Agreement.
2. We collect a system fee upon completion of a transaction.
3. Members are prohibited from engaging in direct transactions outside the Service or using third parties to bypass our fees ("Fee Avoidance").
4. If Fee Avoidance is detected, we may immediately suspend membership and claim damages, including the amount of avoided fees.
7. Shipping and Auto-Acceptance
1. Sellers shall ship products promptly after payment confirmation. Shipping costs are generally borne by the Seller unless otherwise specified at the time of listing (except for returns).
2. If no objection is raised by the Buyer within 30 days of shipment notification, the transaction is automatically deemed accepted and finalized.
8. Prohibited Actions and Termination
1. Members shall not:
Register false information, infringe on rights, engage in illegal acts, interfere with Service operations, or involve anti-social forces.
2. We may terminate membership without prior notice if a Member violates these Terms or faces financial insolvency (bankruptcy, dissolution, etc.).
9. Data Handling and Privacy
1. Members agree to our collection and use of personal and transaction data for Service operation and marketing purposes.
2. Transaction history, such as closing prices, may be disclosed or used as aggregated/statistical data.
10. Limitation of Liability
1. Our liability is limited to direct and ordinary damages caused by our willful misconduct or gross negligence.
2. Our total liability for any damage shall not exceed the higher of:
(a) The total fees paid by the Member to us in the month immediately preceding the damage.
(b) 100,000 JPY.
3. We are not liable for any indirect, special, incidental, or consequential damages (including lost profits).
11. Exclusion of Anti-Social Forces
1. Members represent and warrant that they are not, and will not be, members of or associated with organized crime groups (Anti-Social Forces).
2. If this warranty is breached, we may terminate the agreement immediately without notice or liability for compensation.
12. Prohibition of Assignment
Members shall not assign, transfer, or provide as security their status under the Service agreement or any rights or obligations under these Terms to any third party without our prior written consent.
13. Effectiveness of Notifications
1. Notifications regarding the Service shall be sent to the registered email address or posted on our website.
2. Such notifications shall be deemed to have reached the Member at the time we send the email or post it on the website.
14. Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
15. Survival
The provisions of Article 3.3, 6.4, 7.2, 8, 9, 10, 11.2, and 12 through 16 shall survive any termination of the membership.
16. Governing Law and Jurisdiction
These Terms shall be governed by the laws of Japan. The Tokyo District Court shall have exclusive jurisdiction over any disputes in the first instance.