Terms of Service

1.1 — B2B Nature of Service

This website and all services provided thereon (collectively, the "Service") are operated by Auto Portal CO., LTD. ("Company," "we," or "us") and are intended exclusively for Business-to-Business (B2B) commercial transactions. The Service is not directed at, and may not be used by, natural persons acting in a consumer capacity.

1.2 — Authorization of Representation

By completing the registration process and checking the agreement box, the individual doing so ("Registrant") represents and warrants that: (a) they are duly authorized to legally bind the company or other legal entity on whose behalf they are registering ("Applicant"); (b) the Applicant is a validly existing legal entity; and (c) all information provided during registration is accurate, complete, and current.

1.3 — Eligibility

Use of the Service is restricted to legal entities that: (a) are registered businesses in good standing under the laws of their jurisdiction; (b) have the legal capacity to enter into binding contracts; and (c) are not subject to trade sanctions, export control restrictions, or included on any government-issued restricted parties list.

2.1 — Account Registration

To access the Service, the Applicant must complete the registration form and provide accurate, current, and complete information. The Company reserves the right to refuse registration or to terminate an account if any information provided is found to be inaccurate, misleading, or incomplete.

2.2 — Account Security and Credential Management

The Applicant is solely responsible for the strict management of its User ID and password to prevent unauthorized use by any third party. In this regard:

1. The Applicant shall take all reasonable measures to maintain the confidentiality of its login credentials and prevent unauthorized access.
2. All actions performed through the Service using the Applicant's User ID and password shall be deemed to have been carried out by the Applicant, regardless of whether such use was authorized.
3. The Company shall not be liable for any damage arising from inadequate management of the Applicant's User ID or password, unauthorized use by a third party, or any other circumstance attributable to the Applicant.
4. The Applicant shall not lend, assign, sell, pledge, or otherwise permit any third party to use its account or login credentials under any circumstances.
5. The Applicant shall promptly notify the Company of any unauthorized use of its account or any suspected security breach.

2.3 — Account Suspension and Termination

The Company may terminate these Terms without prior notice or any other formality if the Applicant falls under any of the following: (a) breaches any provision of these Terms; (b) receives a business suspension order from a regulatory authority, or has its business license or registration revoked; (c) has a promissory note or check dishonored, or otherwise becomes unable to make payments or enters a state of payment suspension; (d) files for, or has filed against it, any petition for bankruptcy, special liquidation, corporate reorganization, civil rehabilitation, or any other insolvency proceeding (including those established after the date of these Terms), or commences an out-of-court debt restructuring process, or where there is a reasonable likelihood of any of the foregoing; (e) becomes subject to attachment, provisional attachment, provisional disposition, auction proceedings, tax delinquency disposition, or any other exercise of public authority, or where there is a reasonable likelihood of any of the foregoing; provided, however, that minor instances that do not materially affect the performance of these Terms shall be excluded; (f) is otherwise deemed inappropriate by the Company in its reasonable discretion.

An Applicant whose account is terminated pursuant to this Article shall immediately lose the benefit of any payment terms and shall forthwith discharge all outstanding obligations owed to the Company.

3.1 — Right to Conduct Credit Review

As part of its risk management process for international transactions, the Company reserves the right to conduct a credit review of the Applicant prior to, and at any time during, the business relationship. The Company may: (a) request financial statements, trade references, or other supporting documentation; (b) engage third-party credit reporting agencies; and (c) contact banks or financial institutions named by the Applicant.

3.2 — Consent to Credit Inquiry

By submitting the registration form, the Applicant expressly authorizes the Company and its designated agents to conduct the inquiries described in Article 3.1. The Applicant acknowledges that such inquiries may be recorded by credit reporting agencies and may affect the Applicant's credit rating.

3.3 — Credit Limit and Trade Terms

Based on the results of the credit review, the Company will, at its discretion, determine: (a) whether to approve the application; (b) applicable credit limits; (c) required payment methods (e.g., Letter of Credit, advance payment, open account); and (d) any additional conditions for transacting. The Company's determination is final and not subject to appeal.

4.1 — Permitted Use

The Applicant may use the Service solely for lawful B2B commercial purposes in accordance with these Terms and all applicable laws and regulations.

4.2 — Prohibited Conduct

The Applicant shall not:

• use the Service for any unlawful purpose or in violation of any applicable laws or regulations, including but not limited to export control laws, anti-money laundering regulations, and anti-bribery laws;
• attempt to gain unauthorized access to the Service, other accounts, or computer systems;
• transmit any harmful, infringing, defamatory, or otherwise objectionable content;
• use automated means (scrapers, bots, crawlers) to access the Service without prior written consent;
• resell, sublicense, or transfer access to the Service to any third party without prior written consent;
• interfere with or disrupt the integrity or performance of the Service.

The determination of whether any act constitutes prohibited conduct under this Article shall be made at the Company's sole discretion, and the Company shall have no obligation to explain the basis for such determination.

If the Company determines that an Applicant's conduct falls under any of the prohibited acts set forth above, the Company may, without prior notice, take any or all of the following measures:

• restriction of the Applicant's access to or use of the Service;
• termination of the Agreement and cancellation of the Applicant's account;
• any other action the Company deems necessary.

The Company shall bear no liability whatsoever for any damage suffered by the Applicant as a result of the measures taken under this Article.

5.1 — License Grant by Applicant

The Applicant hereby grants the Company a perpetual, royalty-free, and unrestricted license to use, in any manner and for any purpose, all copyrighted works (including rights under Articles 27 and 28 of the Japanese Copyright Act) submitted by the Applicant to the Company through the use of the Service.

5.2 — Restrictions on Use of Company Content

The Applicant shall not reproduce, repost, publicly transmit, extract, modify, or otherwise use any information or content provided by the Company through the Service (collectively, "Company Content"), including but not limited to vehicle photographs, vehicle data, pricing information, and transactional information, beyond the scope of private use as defined under the Japanese Copyright Act, regardless of the method or form of such use, including by automated means such as scraping, crawling, or bulk downloading, without the Company's prior written consent.

5.3 — Ownership of Intellectual Property Rights

All intellectual property rights in and to the Company Content, including copyrights, patent rights, utility model rights, trademark rights, design rights, and any other intellectual property rights, as well as the right to obtain registrations thereof (collectively, "Intellectual Property Rights"), are and shall remain vested in the Company or its licensors, and shall not vest in the Applicant. No license or right to use any Company Content is granted to the Applicant except as expressly set forth in these Terms.

5.4 — Applicant's Responsibility for Violations

In the event that any issue arises from the Applicant's breach of this Article, the Applicant shall resolve such issue at its own cost and responsibility, and shall take all appropriate measures to ensure that no disadvantage, burden, or damage is caused to the Company.

5.5 — Waiver of Moral Rights

The Applicant shall not exercise any moral rights (including the right of disclosure, the right of attribution, and the right of integrity) with respect to any part of the Applicant's submitted works that may be subject to copyright protection, against the Company, any third party that has duly acquired rights from the Company, or any successor to such rights.

6.1 — Disclaimer of Warranties

The Service is provided "as is" and "as available" without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. The Company does not warrant that the Service will be uninterrupted, error-free, or free of viruses or other harmful components.

6.2 — Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill, arising out of or in connection with the use of or inability to use the Service, even if the Company has been advised of the possibility of such damages.

6.3 — Force Majeure

The Company shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, government action, natural disaster, labor dispute, or failure of third-party infrastructure.

6.4 — Applicant's Liability for Damages

If the Applicant causes damage to the Company through a breach of these Terms or in connection with the use of the Service, the Applicant shall compensate the Company for all damages incurred, including lost profits and attorneys' fees.

6.5 — Company's Liability for Damages

Where the Company causes damage to the Applicant due to reasons attributable to the Company, the Company's liability shall be limited to actual and direct ordinary damages (excluding special damages, lost profits, indirect damages, and attorneys' fees), except in cases of willful misconduct or gross negligence on the part of the Company.

The Company reserves the right to modify, suspend, or discontinue the Service, in whole or in part, at any time with or without notice. The Company also reserves the right to amend these Terms at any time. Amendments will be effective upon posting to the Service. Continued use of the Service after any amendment constitutes acceptance of the revised Terms. The Company will make reasonable efforts to notify registered users of material changes via email or prominent notice on the Service.

8.1 — Governing Law

These Terms shall be governed by and construed in accordance with the laws of Japan, without regard to its conflict of laws principles.

8.2 — Dispute Resolution

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. The number of arbitrators shall be one (1).

8.3 — Language

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