Last Revised: March 15, 2017

LISUTO! offers its users a service (the “Service”) that posts the availability for sale of the users’ products via multiple marketplace services, manages the posting of those products, and identifies when the products have been sold, de-listing the products from other marketplace services. This document, which we refer to as the “Terms of Use,” together with our Privacy Policy, govern your use of our Service, including any future modifications to our Service or additional services provided by LISUTO!. You can access the Service either via our website, located at http://www.lisuto.com, (the “Website”) or via the LISUTO! application on your mobile device (the “App”). To be clear, when we refer to LISUTO!, or “we,” or “us,” or similar phrases, we are referring to LISUTO K.K.. When we are referring to “you” or the “User,” we are referring to each visitor to the Website, each user of the App, and any registered user of the Service. When we refer to our “Privacy Policy,” we are referring to the privacy policy for LISUTO!, which can be found in this link.

BY ACCESSING THE WEBSITE, USING THE APP OR USING THE SERVICE, YOU HEREBY ACCEPT ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE AND THE PRIVACY POLICY AND REPRESENT TO US THAT YOU ARE AT LEAST 18 YEARS OF AGE AND ARE LEGALLY COMPETENT TO ENTER INTO AND AGREE TO THE TERMS AND CONDITIONS OF THESE TERMS OF USE AND THE PRIVACY POLICY. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS OF USE AND THE PRIVACY POLICY, YOU ARE NOT AUTHORIZED TO USE OR ACCESS (OR CONTINUE TO USE OR ACCESS) THE WEBSITE, THE APP OR THE SERVICE, AND YOU MUST CEASE ALL USE OF THE APP AND THE SERVICE.

THESE TERMS OF USE INCLUDE (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF CERTAIN CLAIMS FOR DAMAGE AGAINST US IN ACCORDANCE WITH THESE TERMS OF USE THAT MAY ARISE OUT OF YOUR USE OF THE SERVICE. BY USING THE WEBSITE, THE APP OR ANY OF OUR SERVICES, YOU HEREBY EXPRESSLY AGREE TO THESE PROVISIONS.

Please review the following carefully so that you understand the terms of these Terms of Use. These Terms of Use describe your responsibilities and LISUTO!’s liability related to the Service, the Listings and any Content. “Listings” and “Content” are defined later in these Terms of Use. Each User must accept and comply with the terms and conditions set forth herein.

1. LISUTO! SERVICES

Our Service provides Users with an inventory listing platform which enables Users to offer their products (“Products”) for sale via third-party e-commerce marketplaces made accessible by the Services (the “Marketplaces”) by creating or importing product listings through the Website or the App (the “Listings”). These Listings are then posted on the websites of the Marketplaces selected by the User or by LISUTO!. To assist you in listing your Product in international Marketplaces, our proprietary technology will translate your Listings, in whole or in part, into various languages. Please note, though, that the accuracy or availability of such translations is not guaranteed, and you accept the risk that these translations may not be available or accurate. Please note that LISUTO! reserves the right to include LISUTO! branding and other information regarding LISUTO! in a User’s Listing, with such branding and information appearing in connection with the Listing in the Marketplaces.

LISUTO! reserves the right to modify or otherwise revise the Service at any time and may stop providing the Service at any time without any notice or obligation to you. LISUTO! currently provides the Service without charge, but LISUTO! reserves the right to charge for the Service or for any premium content or customized solutions included in the Service upon providing notice of such charges on the Website or App. You may stop use of the Service at any time.

A. LISUTO! as a Portal

OUR SERVICE MERELY PROVIDES A PORTAL THROUGH WHICH PRODUCTS ARE SOLD IN MARKETPLACES, AND LISUTO! IS NOT RESPONSIBLE FOR ANY SALES OF PRODUCTS (OR LACK THEREOF) OR FOR FULFILLMENT OF ANY SALES ON ANY MARKETPLACES. LISUTO! is not responsible for verifying that the listing of a Product in a Marketplace via the Service is approved by such Marketplace or whether it complies with the Marketplace’s terms of use. LISUTO! is also not responsible for any fees or other charges imposed by a Marketplace for listing or selling a Product via its services. You are responsible for determining whether the posting and sale of a Product or other use of a Marketplace will incur any fees or charges, and you shall be fully responsible for such fees or charges, as well as with any compliance obligations with such Marketplace’s terms of use. LISUTO! also does not currently provide any payment processing services as part of the Service, but may do so in the future.

Once you use the Service to create a Listing and use the Service to post that Listing in a Marketplace, you should only modify the Listing via the Service. Any attempts to modify or remove a Listing directly on a Marketplace site may not be reflected on our Service or other Marketplaces in which you have posted the Listing through our Service. Once a Product you choose to list on a Marketplace is sold, our Service will remove that Product from the other Marketplaces in which the Service has listed a Product. However, LISUTO! does not guarantee that a Product, once sold in one Marketplace will be immediately removed from all other Marketplaces where it is listed, or that the creation or modification of any Listing through our Service will appear immediately in the Marketplaces, and you should not expect any real time change. LISUTO! IS NOT RESPONSIBLE FOR YOUR LISTINGS OR FOR FULFILLING YOUR PRODUCT SALES OR FOR COLLECTING PAYMENTS ON YOUR BEHALF.

B. User Content

You have the sole responsibility for creating the descriptions of the Products for your Listings. You may provide information, photographs and other content in the creation of a Listing or in otherwise using the Services, including any product specifications and descriptions, photographs, and pricing and shipping information (the “Content”). You agree that all Content you include in a Listing is an accurate description of the Product you are selling under such Listing and that you are in compliance with the Content requirements (e.g., the number of and file sizes for photographs you are allowed to incorporate into your Listing) posted on our Website and App, as the Content requirements may be updated by LISUTO! from time to time in its sole discretion. In order to facilitate your creation of a Listing, LISUTO! provides Users with a catalog that may include stock images, descriptions, product specifications, pricing and shipping information provided by us and by third parties, including other Users (the “Catalog”). LISUTO! also provides templates and other tools based on product type Users can utilize in creating Listings of Products for which there is no Catalog information (the “Listing Tools”). We do not guarantee the accuracy or reliability of any Listing Tools or the content in the Catalog. You may only use the Listing Tools and Catalog in connection with the creation of your Content and your Listings. While photographs of products are included in the Catalog, you guarantee that the picture you post with your Listing is an accurate, up-to-date picture of the actual item you are posting. You may modify your Listing at any time, but the change to the corresponding Listing(s) in the applicable Marketplace(s) may not appear on the Marketplace website(s) immediately. LISUTO! also reserves the right to remove any Listings created by you at any time if LISUTO! reasonably believes that you have breached these Terms of Use.

2. YOUR RESPONSIBILITIES

A. Use of the Service

You are solely responsible for your Products, your Listings and your use of and activity in relation to the Service. Without limiting any other provision of these Terms of Use, your permission to use the Service is conditioned upon the following use and conduct restrictions.

You agree that you will not under any circumstances:

  • post or submit any content that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive; create a false identity or impersonate any person or otherwise provide untrue or inaccurate information in using the Service;
  • use the Service for any unlawful purpose or for the promotion of illegal activities;
  • distribute or submit unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;
  • attempt to, or harass, abuse, harm or bully another person or User;
  • create fake Listings or provide false or inaccurate information to LISUTO! or in your Listings or about your Products;
  • publish, submit or link to malicious content, including any content that contains a “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware,” or adware” (as such terms are commonly understood in the software industry), intended to damage, disable, harm, disrupt or otherwise impede in any manner the operation of the browser, computer or systems of LISUTO! or of any other person or entity or compromise the privacy or data security of the LISUTO Service or the computer or systems of LISUTO! or any other person or entity; or
  • upload Content or input data that will harm the accuracy or reliability of our Catalog.

B. Listing and Products

You agree that we are only acting as a conduit for your online distribution and publication of your Listings and other Content regarding the offering for sale of your Products. LISUTO! takes no responsibility and assumes no liability for your Products or for any Content that you or any other User or third party posts or sends via the Service. LISUTO! does not, and cannot, pre-screen or monitor all Content, including Content we incorporate into the Catalog, and we have no obligation to do so. You are responsible for the accuracy and content of the Listings and the Products you offer. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service.

You agree that you will not:

  • post any Listings for Products that would constitute, encourage or provide instructions for (i) any of the prohibited conduct listed in these Terms of Use, (ii) a criminal offense, or (iii) a violation of the rights of any party
  • post any Content or offer any Products that would otherwise violate any local, state, national or international law;
  • post any information or list any Products that we think are or could be harmful, unlawful, inflammatory, harassing, vulgar, obscene, pornographic, lewd, fraudulent, invasive of privacy or publicity rights, hateful, abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive or which restrict or inhibit any other person from using or enjoying the Service, the Website or the App, or which may expose us, the Marketplaces, or any other Users or customers of the Products to any harm or liability of any type;
  • post any private information of any third party, including addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
  • submit Content or Products that are subject to third party proprietary rights unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content; and
  • list Products for sale through our Services for which you do not have sufficient rights to offer for sale or which you cannot deliver to buyers in the manner that you promise to deliver the Products.

Though we strive to enforce these Terms of Use, you may be exposed to Content from other Users that is inaccurate or objectionable. We reserve the right, but are not obligated, to limit or deny a User’s access to the Service or take other appropriate action if a User violates these Terms of Use or engages in any activity that violates the rights of any person or entity or which we otherwise deem to be unlawful, offensive, abusive, harmful or malicious. You acknowledge and agree that we have the right (but not the obligation) to alter, remove or refuse to post or allow to be posted or stored any Listings or Content at our sole discretion. If we believe a User has violated the copyrights, trademark rights, rights of privacy or publicity or other similar rights of a third party, we reserve the right to inform the owners of such intellectual property rights and their legal representatives of your infringing or violative or potentially infringing or potentially violative activities. Unauthorized use of the Service or any third party rights may result in criminal and/or civil prosecution under national and local law. If you become aware of misuse of our Service or if you believe any Content or Products posted on our Website or App violate your trademark or other proprietary rights, please contact us at support@lisuto.com or via contact information found on http://www.lisuto.com.

3. LICENSE TO YOU

A. License Grant

LISUTO! hereby grants to you, subject to the terms and conditions of (i) these Terms of Use and (ii) the terms and conditions of any third-party application provider from which the App is downloaded (as applicable), a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access and use the Service solely for your personal use, subject to the limitations set forth in these Terms of Use. All rights not expressly granted herein are reserved by LISUTO!.

B. License Restrictions

You agree to protect the Services, and the related Content, information and other materials, from any unauthorized access or use, and you agree that you will not use the Service or such proprietary Content, information or other materials except as expressly permitted herein or otherwise expressly authorized in writing by LISUTO!. Except as specifically permitted herein or expressly authorized in writing by LISUTO!, you agree that you will not directly or indirectly:

(a) distribute, sell, transfer, rent, lease, sublicense or otherwise exploit the Website, the App, or the Service in any unauthorized manner; or

(b) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify, in any form or manner or by any means, the Website, the App, or the Service, or any part thereof, including, without limitation, any content of the Catalog, Listing Tools or translations performed by the Service.

You understand and agree that you are not permitted to: (i) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Services; (ii) use any means to discover the trade secrets in the Services; or (iii) otherwise circumvent any functionality that controls access to or otherwise protects the Services. Any attempt to do any of the foregoing is a violation of the rights of LISUTO! and its affiliates and licensors. If you breach these restrictions, you may be subject to prosecution and damages.

4. OWNERSHIP BY LISUTO!

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content, including the Catalog and the content therein that you see or read through the Service (collectively, the “Proprietary Material”) is owned by LISUTO!, or its affiliates or licensors. As between you and LISUTO!, LISUTO! owns all Proprietary Material (excluding your Content not derived from the Catalog), as well as the coordination, selection, arrangement, translation and enhancement of such Proprietary Material as a collective work under all applicable copyright rights and other intellectual property rights of any applicable jurisdiction. The service marks and trademarks of LISUTO! are owned by LISUTO!. Any other trademarks, service marks, logos and/or trade names appearing via the Service, including any marks associated with the Products, are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

5. LICENSES TO LISUTO!

Subject to the terms of the Privacy Policy, you hereby grant to LISUTO! a nonexclusive, perpetual, irrevocable, royalty-free, fully-paid, worldwide, transferable, sublicenseable license to access, use, reproduce, transmit, perform, display, modify, translate, excerpt (in whole or in part) adapt, publish and distribute any Content that you submit or transmit to be made available through the Services, and waive any applicable moral rights. By posting or submitting Content to the Website or App, you represent and warrant (a) that you own or otherwise control all of the rights to such Content; (b) that the Content is accurate; and (c) that use of the Content does not violate these Terms of Use or the Privacy Policy and will not cause injury to any person or entity.

6. OWNERSHIP OF FEEDBACK

You hereby acknowledge that any and all (i) suggestions for correction, change and modification to the Service and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to LISUTO! by you (collectively “Feedback”), and all related (ii) improvements, updates, modifications or enhancements, whether made, created or developed by LISUTO! or otherwise relating to Service (collectively, “Revisions”), are and will remain the property of LISUTO!. You authorize LISUTO! to treat any Feedback as non-confidential and non-proprietary. You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Service or in any such Feedback or any related Revisions. All Feedback and Revisions become the sole and exclusive property of LISUTO! and LISUTO! may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to LISUTO! any and all right, title and interest (that you may have in and to any and all Feedback. At LISUTO!’s request, you will execute any document, registration or filing required to give effect to the foregoing assignment.

7. TERM AND TERMINATION

These Terms of Use shall commence when you access or use Service and shall continue until terminated in accordance with this Section 7. You may terminate your account by ceasing use of the Service and emailing us at support@lisuto.com.

LISUTO! may terminate these Terms of Use and the Service immediately at any time upon notice, with or without cause, including that LISUTO! may immediately terminate these Terms of Use if you: (i) fail to comply with any term or condition specified in these Terms of Use, Privacy Policy or any other policy posted by LISUTO! on the Website or App from time to time; or (ii) engage in any activities or conduct that LISUTO!, in its reasonable discretion, determines to be inappropriate, negligent, offensive, abusive or otherwise unacceptable.

Upon termination, all of your rights to use the App, the Website and the Service shall immediately terminate. However, all terms regarding ownership of intellectual property rights, arbitration, limitations of liability and waivers of representations and warranties shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms of Use, including Section 4 (Ownership by LISUTO!), Section 5 (Licenses to LISUTO!), Section 6 (Ownership of Feedback), Section 9 (Disclaimer of Warranties) Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12 (Release), Section 13 (Dispute Resolution), Section 15 (Copyright Complaints), Section 16 (Governing Law, Venue and Jurisdiction) and Section 17 (Miscellaneous). You agree that upon termination, LISUTO! may choose to retain or delete any and all Content and any and all information related to your account.

8. THIRD PARTY WEBSITES, CONTENT AND SERVICES

The Website and App may contain links to other websites and apps, including the Marketplaces (“Third Party Services”) as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties (“Third Party Content”). We may add or remove any links to Third Party Services and the ability to post Listings in any Marketplace from our Website or App at any time without notice.

A. No Responsibility for Third Party Services or Content

Third Party Services and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Services accessed through the Website or App or any Third Party Content posted on or available through the Website or App, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Services or the Third Party Content. Inclusion of, linking to or permitting the use of any Third Party Services or any Third Party Content does not imply approval or endorsement thereof by LISUTO!. If you decide to leave the Website or App and access the Third Party Services or to access or use any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern.

B. Marketplace Account Information

You may list your Product on the Marketplaces and manage the Listing for such Product through our Service by submitting to us your username and password for the applicable Marketplace(s) (the “Marketplace Account Information”) through the Website or via the App. By providing your Marketplace Account Information, you permit us to pass information, including the Listing and other Content submitted by you through our Service, to the corresponding Marketplace(s). Providing this information, however, does not guarantee that you will be able to access the Marketplaces (or that we will be able to access the Marketplaces on your behalf) without you logging into the Marketplaces directly via the Marketplace website or app or take other similar actions before posting a Listing or otherwise accessing such Marketplaces. For more information about the implications of providing us with Marketplace Account Information and our use, storage, and disclosure of information related to you and your use of such services within the Service, please see our Privacy Policy.

C. Terms and Policies of Third Party Services

Please remember that the manner in which the Marketplaces use, store and disclose your information is governed solely by the policies of such Marketplaces. You should review the applicable terms and policies of any Third Party Services, including privacy and data gathering practices. We shall have no liability or responsibility for the privacy practices or other actions of any Third Party Services or any other third party site or service that may be enabled within the Services. Nevertheless, we reserve the right to provide applicable User information to any Marketplace if we believe or if the Marketplace alleges that such User has violated the Marketplace’s terms of use or privacy policy.

9. DISCLAIMER OF WARRANTIES

A. The Service

The Service, the Website and/or the App may be unavailable from time to time for maintenance or for other reasons, and LISUTO! makes no guarantees of uptime, response time or availability. LISUTO! shall have no responsibility for any interruption, delay in operation or transmission, theft or destruction of, unauthorized access to, or alteration of, any content made available via the Service, the Website or the App.

ALL USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE AND ANY CONTENT AND INFORMATION PRESENTED ON THE WEBSITE OR APP OR VIA THE SERVICE ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, TIMELINESS, ACCURACY, COMPLETENESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR SAFETY.

WITHOUT LIMITING THE FOREGOING, NEITHER LISUTO! NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR THAT THE SERVICES WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. NEITHER LISUTO! NOR ITS AFFILIATES WARRANT THAT THE LISTINGS CREATED OR MODIFIED BY USERS VIA THE SERVICE WILL IMMEDIATELY BE POSTED, MODIFIED OR REMOVED, AS APPLICABLE, IN THE APPLICABLE MARKETPLACES. NEITHER LISUTO! NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. NEITHER LISUTO! NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF YOU OR ANY USER.

B. Third Party Services and Content

LISUTO! MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICES, OR ANY THIRD PARTY SERVICES OR THIRD PARTY CONTENT AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF ANY PROPRIETARY CONTENT OR OTHER CONTENT PROVIDED THROUGH THE WEBSITE OR APP, AND (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, REGISTRATION INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN.

LISUTO! DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE OR PRODUCT ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND LISUTO! WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS EXPRESSLY PROVIDED HEREIN.

C. Limitation

Some jurisdictions do not allow the exclusion of implied warranties so some or all of the above exclusions may not apply to you.

10. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL LISUTO! OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON CLAIMING THROUGH OR UNDER YOU FOR ANY LOSS OF PROFIT, REVENUE, GOODWILL, BUSINESS OPPORTUNITY OR ANTICIPATED SAVINGS OR LOST DATA, OR FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, ARISING FROM YOUR USE OF THE SERVICES, OR ANY OF THE WEBSITE OR APP CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE WEBSITE OR APP, EVEN IF LISUTO! IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, LISUTO! SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM OR IN RELATION TO THE DISCLOSURE OR DISPLAY OF ANY CONTENT YOU SUBMIT TO THE SERVICE OR FROM ANY INTERACTIONS WITH LISUTO! OR ANY OTHER USE OF THE SERVICE.

IN NO EVENT SHALL LISUTO!’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED US $250. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

YOU AGREE THAT THE ABOVE LIMITATIONS OF LIABILITY TOGETHER WITH THE OTHER PROVISIONS IN THESE TERMS OF USE THAT LIMIT LIABILITY ARE ESSENTIAL TERMS OF THESE TERMS OF USE AND THAT LISUTO! WOULD NOT BE WILLING TO GRANT YOU THE RIGHTS SET FORTH IN THESE TERMS OF USE BUT FOR YOUR AGREEMENT TO THE ABOVE LIMITATIONS OF LIABILITY; YOU ARE AGREEING TO THESE LIMITATIONS OF LIABILITY TO INDUCE LISUTO! TO GRANT YOU THE RIGHTS SET FORTH IN THESE TERMS OF USE.

Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

11. INDEMNIFICATION

You hereby agree to indemnify, and hold LISUTO!, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates, harmless from and against any and all liabilities, losses, damages, costs and expenses, including without limitation reasonable attorneys’ fees and costs incurred by LISUTO!, in connection with (i) your violation of these Terms of Use, including any infringement or other violation of the intellectual property rights of a third party by the User Content you submit to the Website or App, or your use of or inability to use the Services, (ii) your violation of the terms of use or other policies of the Third Party Services accessed through our Website or App, (iii) your failure to comply with all applicable laws, and (iv) the sale of Products via our Website and Services.

12. RELEASE

If you have a dispute with one or more Users or any other third party, including any Marketplaces or other Third Party Services, resulting from or arising out of or in connection with your use of the Services, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

13. DISPUTE RESOLUTION – ARBITRATION, NO CLASS ACTIONS

You agree that if you have any dispute with LISUTO! relating in any way to these Terms of Use or from access to or use of the Service, you will first contact us and attempt to resolve the dispute with us informally. If we are unable to resolve the dispute informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms of Use by binding arbitration by the International Chamber of Commerce (“ICC”) under the ICC Rules of Arbitration by one arbitrator. The arbitration will be conducted in Japan. If you intend to seek arbitration you must first send written notice to LISUTO! of your intent to arbitrate (“Notice”). The Notice should be sent by sending the Notice by certified mail to: Akasaka Yamada Bldg.2F,2-21-8 Akasaka, Minato-ku, Tokyo, 107-0052, Japan. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. Each party will be responsible for paying any CPR, administrative and arbitrator fees (other than the initial filing fees) in accordance with CPR Rules, except that LISUTO! will pay for your reasonable arbitrator fees (excluding attorney’s fees) if your claim for damages does not exceed $75,000 and is non-frivolous, and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Services. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU AND LISUTO! ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this section will be null and void.

If for any reason a claim proceeds in court rather than in arbitration, the dispute will be governed by the laws of Japan without regard to or application of its conflict of law provisions, and will be brought solely in Tokyo District Court. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

14. MODIFICATION OF TERMS OF USE

We can amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. If we make changes to the Terms of Use that, in our discretion, we consider significant, we will post a notice on the homepage of the Website and App containing a link to the revised Terms of Use prior to the changes becoming effective. Such significant changes will become effective following such notice. Non-material changes or clarifications will take effect immediately upon posting to our Website or App. It is your sole responsibility to check the Website or App from time to time to view any changes in the Terms of Use. If you continue to use the Services after we post an update to these Terms of Use, you indicate your acceptance of the updated Terms of Use. You agree that the amended terms and conditions of these Terms of Use shall be effective and binding on you upon the effective date indicated on our Website or App or on such other date as LISUTO! may designate in its notice.

15. COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT

A. Termination of Repeat Infringer Accounts

LISUTO! respects the intellectual property rights of others and requests that users do the same. LISUTO! may remove any content from the Website or App at its sole discretion without any liability to the User who provided such content, in order to comply with Act No. 137 of 2011 of Japan or the notice-and-takedown laws or regulations of other jurisdictions. For content (i) provided by users in the United States, (ii) where any allegations of infringement are based on U.S. copyright laws or (iii) that otherwise originates or is stored on servers in the United States, LISUTO! has adopted and will implement the notice-and-takedown provisions of the United States Digital Millennium Copyright Act (see 17 U.S.C. 512) (“DMCA”). Further, pursuant to 17 U.S.C. 512(i) of the DMCA, LISUTO! has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Services who are repeat infringers. LISUTO! may terminate access for Users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.

B. DMCA Take-Down Notices

If you are a copyright owner or an agent thereof and believe, in good faith, that any materials on the Website infringe upon your copyrights, you may submit a notification pursuant to the DMCA by sending the following information in writing to LISUTO!’s designated copyright agent at support@lisuto.com:

1. The date of your notification;

2. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

3. A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that site;

4. A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;

5. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;

6. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

7. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

LISUTO! is not liable for any content removed as a result of a notification of infringement by a copyright owner or his agent.

C. Counter-Notices

If you believe that your Content that has been removed from the Website or App is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:

1. Your physical or electronic signature;

2. A description of the content that has been removed and the location at which the content appeared before it was removed;

3. A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and

4. Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the your address is outside of the United States, any judicial district in which LISUTO! may be found, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the LISUTO! copyright agent, LISUTO! may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in LISUTO!’s discretion) be reinstated on the Website and App in 10 to 14 business days or more after receipt of the counter-notice.

16. GOVERNING LAW, VENUE AND JURISDICTION

These Terms of Use are governed by the laws in force in Japan and shall be interpreted according to the internal laws of such country, without reference to principles of conflicts of laws or choice of law rules.

17. MISCELLANEOUS PROVISIONS

A. Entire Agreement

These Terms of Use and the Privacy Policy set forth the entire understanding between you and LISUTO! with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.

B. Assignment

These Terms of Use and the rights granted to you under these Terms of Use are not assignable or transferable by you, whether in whole or in part. Any attempt to transfer these Terms of Use or any of the rights granted to you hereunder without the prior written consent of LISUTO! shall be null and void from the beginning. LISUTO! may freely assign these Terms of Use and any of its rights hereunder, whether to an affiliate or to another entity in connection with a corporate transaction or otherwise. These Terms of Use will inure to the benefit of and will be binding upon each party’s permitted successors and assigns.

C. Relationship

No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms of Use.

D. Waiver

No delay or omission by LISUTO! to exercise any right or power occurring upon any noncompliance or default by you with respect to any of the terms of these Terms of Use shall impair any such right or power or be construed to be a waiver thereof. Any waiver by LISUTO! of any covenant, condition, or agreement to be performed by you shall not be deemed to be a waiver of any prior or subsequent breach of the same, or of any other covenant, condition, or agreement hereunder. Unless stated otherwise, all remedies provided for these Terms of Use shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

E. Severability

If any term, provision, covenant or condition of these Terms of Use is held invalid or unenforceable for any reason, the remainder of the provisions will continue in full force and effect as if these Terms of Use had been executed with the invalid portion eliminated. The parties further agree to substitute for the invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision. The headings and captions contained herein will not be considered to be part of these Terms of Use but are for convenience only.

F. Notices

Any notices or communication required or permitted to be given to you shall be in writing and shall be sufficiently given if delivered by email or mailed to you at the email or postage address provided to LISUTO! in your completed registration or as updated by you and on file with LISUTO!. Any notices or communication required or permitted to be given to LISUTO! shall be in writing and shall be sufficiently given if delivered via email or mailed as follows:

Lisuto

Attention: Support

Akasaka Yamada Bldg.2F,

2-21-8 Akasaka, Minato-ku, Tokyo, 107-0052, Japan

Email Address: support@lisuto.com

 

Any notice delivered via email shall be deemed to have been received on the first business day after which it was sent, unless the sending party is notified that the email address is invalid. Any notice sent by letter shall be deemed to have been received on the fourth business day after it was posted.

G. Mobile Services

We currently do not charge for using the Website or the App. However, please be aware that when accessing the Service via the Website (on a mobile device) or App, your carrier’s normal messaging, data and other rates and fees will still apply. You should check with your carrier to find out what plans are available and how much they cost. In addition, downloading, installing, or using the App may be prohibited or restricted by your carrier or an app store, and the App may not work with all carriers or devices. Therefore, you should check with your carrier or the app store, as applicable, to find out if the App is available for your mobile device, and what restrictions, if any, may be applicable to your use of the App.

 

Last Updated: These Terms of Use were last updated on March 15, 2017.