MerchantPayment Agreement

ITO-japan Co., Ltd. (the “Company”) hereby establishes these Terms and Conditions (the “Terms”) as follows with respect to payment agency transactions handled by the Company’s corporate member merchants in connection with the payment system operated by the Company and/or companies that provide payment systems, etc. contracted by the Company (collectively, “the Company, etc.”) (the “System”).

Article 1 (Purpose)

1. The purpose of these Terms is to define the formation and contents, etc. of the contract between a corporate member merchant and the Company regarding the corporate member merchant’s handling of payment agency transactions using the System.

Article 2 (Scope of Application)

1. These Terms shall apply, as the contractual relationship between the Company and the member merchant, to the system-use service and the comprehensive agency member-merchant service relating to payment agency transactions when the corporate member merchant conducts payment agency transactions within Japan and overseas.

Article 3 (Definitions of Terms)

1. Each term used in these Terms shall, unless otherwise defined in these Terms, be defined as set forth in the attachment to these Terms.

Article 4 (Communications)

1. Communications from the Company to the corporate member merchant regarding this service shall be made by a method the Company deems appropriate, including posting on the Company’s website or on the administration screen of this service, e-mail, postal mail, etc. If the Company sends documents to the name and address notified by the corporate member merchant, such documents shall be deemed to have arrived at the time they would normally arrive, even if they are delayed or fail to arrive. Likewise, if the Company sends an e-mail to the e-mail address notified by the corporate member merchant, it shall be deemed to have arrived at the time it would normally arrive, even if it is delayed or fails to arrive.

2. Communications from the corporate member merchant to the Company regarding this service shall be made by submission via the inquiry form provided on the Company’s website or on the administration screen of this service, or by a method designated by the Company.

Article 5 (Conditions for Providing the Service)

1. The corporate member merchant shall, at its own expense and responsibility, prepare the equipment, communication means, and other items necessary to receive the service. The same shall apply even if the specifications of the System or the service are changed due to circumstances of the Company, etc. or payment service providers.

2. The corporate member merchant shall follow instructions of the Company, etc. regarding procedures, etc. necessary to receive the service.

Article 6 (Fees, etc.)

1. The corporate member merchant shall pay, by the method and at the time determined by the Company, the fees prescribed in each item below according to the applicable category (collectively, the “Fees, etc.”):
   (1) In the case of the system-use service: transaction fees, service fees, and other fees determined by the Company.
   (2) In the case of the comprehensive agency member-merchant service: transaction fees, transaction handling fees (including the corporate member merchant fee defined as follows; calculation method and other details to be separately determined), and other fees determined by the Company.
   Corporate Member Merchant Fee ＝ Product price of the corporate member merchant × corporate member merchant fee rate separately determined by the Company

2. If the Company deems it necessary in connection with introducing the service, etc., the corporate member merchant shall bear introduction-related costs as the Fees, etc. set forth in the preceding paragraph.

3. Even if the sales contract for goods, etc. under a payment agency transaction becomes invalid, is rescinded, cancelled, terminated, or otherwise requires settlement, the corporate member merchant shall pay the Fees, etc. to the Company upon the Company’s request.

4. If the Company has monetary obligations or payment obligations, etc. to the corporate member merchant, the Company may deduct the Fees, etc. from such amount regardless of the due date of the claim for Fees, etc., and the corporate member merchant agrees thereto.

5. If the handling conditions (including rates, etc.) determined by payment service providers change due to a review of rates, etc. by payment service providers, requests by relevant administrative authorities, or other reasons, or if other changes in circumstances occur, the Company may change the Fees, etc. In such case, the Company shall notify the corporate member merchant of the revised fees and the effective timing of such change.

6. If the corporate member merchant does not agree to a change in Fees, etc. under the preceding paragraph, it shall raise an objection to the Company within 14 days from receipt of the notice in the preceding paragraph. The corporate member merchant agrees that, if it raises an objection, the member-merchant contract relating to a specific payment service provider or this contract may be terminated.

Article 7 (Late Payment Damages)

1. If the corporate member merchant delays payment of obligations under this contract and the Company makes a demand, the corporate member merchant shall pay late payment damages at an annual rate of 14.6% on the amount of such obligation, calculated from the day after the due date until the date of actual payment. The calculation shall be on a daily pro-rata basis using a 365-day year.

2. If the corporate member merchant delays payment of any one of its obligations under this contract (in the case of the comprehensive agency member-merchant service, this shall be read as “this contract or the member-merchant contract”; the same shall apply in this Article), the corporate member merchant shall lose the benefit of time for all obligations owed to the Company upon notice from the Company (in the case of the comprehensive agency member-merchant service, this shall be read as “each payment service provider or the Company”; the same shall apply in this Article).

Article 8 (Rounding)

1. If the calculation results under this contract produce a fraction of less than JPY 1, such fraction shall be rounded down.

Article 9 (Security Measures)

1. The corporate member merchant shall, at its own expense and responsibility, implement security measures to prevent third parties from viewing, tampering with, or destroying its customers’ card numbers and other card information, account information, personal information, etc. (collectively, “Personal Information, etc.” in this Article and the next Article) and its own systems, and to prevent unauthorized use or attacks relating to such Personal Information, etc. and its systems. Such measures include firewalls, disabling unnecessary services on systems, software updates, collecting vulnerability information, appropriate privilege settings, detection of unauthorized access (including countermeasures against so-called credit master attacks), and other security measures.

2. When transmitting Personal Information, etc. and other information related to e-commerce via the internet in using the service, the corporate member merchant shall, at its own expense and responsibility, implement security measures such as encryption to transmit such information so that third parties cannot view, tamper with, or destroy it.

3. When conducting mail-order sales and engaging in transactions by credit card settlement, the corporate member merchant shall, in accordance with the standards under the Installment Sales Act, confirm the matters set forth in each item below with the care of a good manager. In doing so, the member merchant shall take measures set forth in the Credit Card Security Guidelines or equivalent measures.
   (1) Validity of the notified card number, etc.
   (2) That the credit sale does not constitute impersonation or other unauthorized use of card numbers, etc. (the “Unauthorized Use”).

4. If requested by the Company, the corporate member merchant shall promptly submit materials, etc. regarding security measures.

5. If the Company, based on reasonable grounds, requests improvements to the corporate member merchant’s security measures, the corporate member merchant shall implement improvement measures. However, even if such improvement measures are implemented, the Company shall not be liable if harm occurs, such as decryption.

6. The corporate member merchant shall bear full responsibility for security incidents (meaning that Personal Information, etc. and its systems have been viewed, tampered with, destroyed, leaked, lost, or damaged by third parties; when including Unauthorized Use or attacks, “Security Incidents, etc.”; the same shall apply hereinafter), and shall not cause any inconvenience to the Company and each payment service provider. If disputes arise with customers or other third parties due to Security Incidents, etc., the corporate member merchant shall resolve them at its own expense and responsibility and shall not cause any inconvenience to the Company and each payment service provider. If damages arise for the Company due to these causes, the corporate member merchant shall compensate such damages.

7. If the Company (in the case of the comprehensive agency member-merchant service, read as “the Company or payment service providers”; the same shall apply in this Article) finds that there is a reasonable suspicion of a Security Incident, etc. at the corporate member merchant, the Company may, for a period deemed appropriate by the Company, suspend all or part of information transmission/processing (including blocking transactions such as sales authorization) without notifying the corporate member merchant. In such case, the Company (in the case of the comprehensive agency member-merchant service, “the Company and payment service providers”) shall bear no responsibility for such suspension.

Article 10 (Response to Security Incidents, etc.)

1. If a Security Incident, etc. occurs at the corporate member merchant, if the corporate member merchant recognizes the possibility of a Security Incident, etc., or if the Company or a payment service provider determines that there is a possibility of a Security Incident, etc., the member merchant shall, without delay, take the following measures:
   (1) Investigate whether there has been any leakage, loss, or damage of Personal Information, etc.
   (2) If leakage, loss, or damage is confirmed as a result of the investigation in the preceding item, investigate the period of occurrence, scope of impact (including identification of the affected Personal Information, etc.), other facts, and the cause.
   (3) Investigate whether there has been Unauthorized Use and, if so, conduct the investigations necessary to correct it and prevent recurrence.
   (4) Based on the results of the investigations in the preceding items, formulate and execute a plan with necessary and appropriate content to prevent secondary damage and recurrence.
   (5) As necessary, disclose the facts of leakage, loss, or damage and the response to prevent secondary damage, or notify affected customers.

2. In the investigations under Items (1) through (3) of the preceding paragraph, if the Company so requests, the corporate member merchant shall, at its own expense and responsibility, engage an investigation firm or institution pre-approved by the Company and conduct a detailed investigation.

3. In the case of the chapeau of Paragraph 1, if there is a risk of damage expansion due to the Security Incident, etc., the corporate member merchant shall immediately take necessary measures to prevent expansion, including isolating Personal Information, etc.

4. In the case of the chapeau of Paragraph 1, the corporate member merchant shall immediately report the matter to the Company, and if the Company or a payment service provider requests, the corporate member merchant shall, without delay, report the following matters regarding each item in Paragraph 1:
   (1) Prior to commencing the investigations under Paragraph 1 Items (1), (2), and (3), the timing and method thereof
   (2) Interim progress and results of the investigations under Paragraph 1 Items (1), (2), and (3)
   (3) With respect to Paragraph 1 Item (4), the content of the plan and the schedule for its formulation and execution
   (4) With respect to Paragraph 1 Item (5), whether disclosure or notification is planned and, if so, the timing, method, scope, and content
   (5) Other related matters requested by the Company or a payment service provider

5. If a Security Incident, etc. occurs and, despite the Company’s request, the corporate member merchant fails to take the measures in Paragraph 1 Item (4) without delay, the Company may, after consulting with the corporate member merchant, disclose the fact itself or notify victims of the Security Incident, etc. without obtaining the member merchant’s prior consent.

6. If the corporate member merchant uses the comprehensive agency member-merchant service and the situation in the chapeau of Paragraph 1 occurs, the Company may withhold all or part of payment of product price, etc. to the corporate member merchant for the period the Company deems necessary.

7. If the corporate member merchant causes damage to the Company, payment service providers, partner companies, other card companies, etc., or customers due to a Security Incident, etc., the corporate member merchant shall be liable to compensate all such damages. The scope of damages includes, but is not limited to, the following:
   (1) Costs of replacing/reissuing cards, etc. (including family cards/sub-cards, etc.) relating to leaked cards, etc. or cards, etc. deemed at risk of leakage.
   (2) Personnel costs, call center costs, communication costs, printing costs, and other operational costs incurred for monitoring Unauthorized Use and customer support.
   (3) Amount of damages due to unauthorized use of cards, etc.
   (4) Damages, penalties, sanctions, attorney fees, etc. relating to the incident (including all amounts claimed by operators, card companies, etc., and other third parties; not limited thereto).

8. The provisions of this Article shall remain effective even after termination of this contract.

Chapter 2 Formation of This Contract, etc.Article 11 (Representations and Warranties)

1. At the time of application, the corporate member merchant represents and warrants that all of the following are true:
   (1) Under applicable laws and regulations, it has the legal capacity and capacity to act to enter into this contract and to exercise rights and perform obligations hereunder.
   (2) It has duly and properly completed all internal procedures required under laws, regulations, the articles of incorporation, and other internal rules to enter into this contract and to exercise rights and perform obligations hereunder.
   (3) Entering into this contract and exercising rights and performing obligations hereunder does not violate any applicable laws, regulations, the articles of incorporation, or other internal rules of the corporate member merchant, and does not constitute a breach or event of default under any contract to which it is a party.
   (4) This contract is lawful, valid, and binding on the corporate member merchant.
   (5) It is not insolvent (liabilities exceed assets); entering into this contract is not subject to avoidance as a fraudulent act; and no third party exists that asserts objections such as avoidance of fraudulent act with respect to this contract.
   (6) Information it provided is accurate in material respects, and all material information has been provided.

2. When using the comprehensive agency member-merchant service, in addition to the preceding paragraph, the corporate member merchant represents and warrants at the time of application that all of the following are true:
   (1) It has established a system to comply with the following:
   ① Conduct cashless transactions in accordance with the methods of cashless transactions prescribed by the Company, etc. and each payment service provider.
   ② Bear responsibility for appropriately managing Confidential Information and card numbers, etc.
   ③ Comply with standards separately designated by payment service providers to prevent Unauthorized Use, and if there is a possibility that Unauthorized Use occurred, report immediately to the Company and each payment service provider regardless of whether the corporate member merchant is at fault.
   (2) It has not engaged in acts that fall under prohibited acts under the Act on Specified Commercial Transactions, and has not been subject to dispositions under said Act in the past five years.
   (3) It has not engaged in acts that cause consumers to have a right of rescission under the Consumer Contract Act, and has not received an adverse final judgment in the past five years due to violation of said Act.
   (4) It has not sold goods, etc. or provided services in violation of this contract or a corporate member merchant contract.

3. The provisions of the preceding two paragraphs shall apply mutatis mutandis to various applications, requests, notifications, etc. made after application, and the exercise of rights or performance of obligations based thereon.

4. If it is found that the content represented and warranted in Paragraphs 1 and 2 is untrue, or if facts in violation of Paragraph 2 Items (2) or (3) occur or a specific risk thereof arises, whether at the time of application or after application, the corporate member merchant shall immediately report such to the Company.

Article 12 (Application for This Contract)

1. An applicant who wishes to become a corporate member merchant shall apply through the procedures prescribed by the Company (in the case of an application for the comprehensive agency member-merchant service, including the application for membership for the purpose of entering into a member-merchant contract). The applicant shall apply upon agreeing to these Terms (including payment service provider terms in the case of entering into a member-merchant contract; the same shall apply hereinafter) and any conditions presented at the time of application. At the time the applicant makes the application under this Article, the applicant shall be deemed to have accepted the contents of these Terms.

2. If the Company accepts the application after conducting its prescribed screening, the Company will notify the applicant of receipt of the application by the method prescribed by the Company. However, such notice of receipt does not mean acceptance of the application or formation of this contract.

3. Regardless of whether this contract is formed under Article 14, the following provisions shall apply from the time of receipt of the application under the preceding paragraph. In such case, references to “corporate member merchant” in those provisions shall be read as “applicant corporate member merchant or corporate member merchant” until formation of this contract:
   (1) Article 6 (Fees, etc.), Paragraph 2
   (2) Article 11 (Representations and Warranties)
   (3) Article 13 (Management of ID and Password, etc.)
   (4) Article 28 (Compliance with Laws, etc.)
   (5) Article 31 (Confidentiality)
   (6) Article 32 (Personal Information, etc.)
   (7) Article 33 (Handling of Data, etc.)
   (8) Article 34 (Intellectual Property Rights)
   (9) Article 38 (Exclusion of Antisocial Forces)
   (10) Article 39 (Exclusion of Bribery/Corruption, etc.)
   (11) Article 45 (Company’s Responsibility, etc.)
   (12) Article 46 (Limitation of Liability)

Article 13 (Management of ID and Password, etc.)

1. The Company shall issue an ID and a corresponding password (together with the ID, “ID, etc.”) to the applicant corporate member merchant or the corporate member merchant, and the corporate member merchant shall carry out procedures separately instructed by the Company regarding ID, etc.

2. The corporate member merchant shall bear all responsibility for the use and management of its ID, etc., and shall not allow any third party to use it or share it with any third party, except as separately prescribed by the Company, as a condition of personal authentication by its own ID, etc. for exercising rights under this contract.

3. The Company shall not be liable for any damage incurred by the corporate member merchant due to use of its ID, etc. by another person, regardless of whether the corporate member merchant was negligent.

4. All actions taken using the corporate member merchant’s ID, etc. shall be deemed to have been taken by the corporate member merchant, and the corporate member merchant shall bear all obligations arising therefrom, including payment obligations under Article 6 (Fees, etc.), Paragraph 1. If the Company (including, where a member-merchant contract is executed, the payment service provider; the same shall apply in this paragraph) incurs damages due to such actions, the corporate member merchant shall compensate such damages.

5. If the corporate member merchant forgets, loses, or has its password stolen, etc., it shall immediately notify the Company and follow the Company’s instructions.

6. In addition to the preceding paragraphs, with respect to identity verification of the corporate member merchant, the corporate member merchant shall follow procedures, etc. instructed by the Company.

Article 14 (Formation of This Contract)

1. If the Company (and, in the case of the comprehensive agency member-merchant service, including payment service providers (which may include partner companies) as the final decision-maker) approves the application after conducting prescribed screening under Article 12, this contract shall be formed on the date specified in the applicable item below:
   (1) System-use service: This contract shall be formed from the date separately determined by the Company.
   (2) Comprehensive agency member-merchant service: This contract shall be formed from the date separately determined by the Company; provided, however, that the portion of this contract relating to each cashless transaction shall become effective subject to formation of the corporate member merchant contract for such cashless transaction. The formation of each corporate member merchant contract relating to each cashless transaction shall be as set forth separately in the conditions document.

2. The Company shall have no obligation to explain to the applicant the screening method and content under Article 12, Paragraph 2 and the preceding paragraph, or the reasons for accepting or rejecting the application. In addition, if a payment service provider determines that the applicant is inappropriate as a member merchant, the payment service provider may not accept the application for the member-merchant contract, and the reasons shall be undisclosed.

3. With respect to a corporate member merchant for which one year has passed after application without commencement of use of the production environment without justifiable reason, the Company may, at its reasonable discretion, treat this contract as not having been formed or as having been cancelled going forward without any notice or demand.

4. The Company shall provide the service to the corporate member merchant from the date notified to the corporate member merchant as the date on which use of the service is permitted. The corporate member merchant shall use the service in accordance with matters separately determined by the Company.

Article 15 (Term of This Contract)

1. The term of this contract shall be as set forth in each item below according to the applicable category:
   (1) System-use service: From the contract formation date for one (1) year. However, unless either the corporate member merchant or the Company gives notice otherwise by two (2) months prior to expiration, this contract shall automatically renew for an additional one (1) year, and the same shall apply thereafter.
   (2) Comprehensive agency member-merchant service: From the contract formation date until the expiration date of the period set forth in Article 19 (Handling Period for Cashless Transactions) (and if automatically extended, extended similarly). Regardless of circumstances, even if the termination of this contract, termination of handling of part of cashless transactions, or termination of handling of partner brand cards causes damage to the member merchant (including lost profits and opportunity losses), the Company, etc. and payment service providers, etc. shall bear no responsibility.

2. Notwithstanding the preceding paragraph, if a corporate member merchant contract is cancelled or terminated, the portion of this contract relating to cashless transactions of that payment service provider shall terminate simultaneously with such cancellation or termination of the member-merchant contract.

3. Notwithstanding Paragraph 1, if the corporate member merchant has not handled cashless transactions during the immediately preceding one (1) year, the Company or a payment service provider may, at the Company’s reasonable discretion, cancel this contract and the member-merchant contract with such member merchant without any notice or demand.

4. Notwithstanding this Article, if the contract between a payment service provider and a partner brand card company regarding handling of partner brand cards terminates, the corporate member merchant’s handling of such partner brand cards shall terminate.

Article 16 (Handling Stores, etc.)

1. The corporate member merchant shall notify handling stores in advance by the method prescribed by the Company (in the case of the comprehensive agency member-merchant service, read as “the Company and payment service providers”; the same shall apply in this Article), obtain the Company’s approval, and may not conduct cashless transactions at handling stores not approved by the Company. The same shall apply to additions, changes, or cancellations of handling stores. If requested by the Company, the corporate member merchant shall promptly provide information regarding handling stores to the Company.

2. If the Company determines that a handling store or its transactions are inappropriate, the Company may, by giving prior notice to the corporate member merchant, implement corrective measures, including deletion of all or part of the handling store’s content, suspension of sale/provision of all or part of goods, etc., cancellation of all or part of handling stores, termination of contracts with handling stores, and other corrective measures, or may request the member merchant to implement such measures, and the member merchant shall comply.

3. The corporate member merchant shall thoroughly inform and ensure compliance by its handling stores, employees, contractors, and other persons engaged in the member merchant’s business (collectively, “Employees, etc.”) with the obligations, etc. under this contract and the member-merchant contract. The corporate member merchant shall be responsible for smooth operation and fund settlement operations at the handling stores notified under this Article, and if any issues arise (including disputes with customers), the member merchant shall handle and resolve them at its own responsibility and expense and shall not cause any inconvenience to the Company. If damages arise for the Company due to these causes, the member merchant shall compensate such damages.

4. The Company shall deem acts performed by the member merchant’s Employees, etc. and obligations to be fulfilled by Employees, etc. in connection with cashless transactions to be acts and obligations of the member merchant. The same applies if the handling store is the same corporation or sole proprietor as the member merchant. If the handling store is a separate corporation or sole proprietor from the member merchant, the corporate member merchant shall be jointly and severally liable with the handling store to the Company and payment service providers.

Article 17 (Changes to Notified Matters, etc.)

1. If the corporate member merchant changes any of the matters in the following items that it has notified to the Company (in the case of the comprehensive agency member-merchant service, read as “the Company and payment service providers”; the same shall apply in this Article), it shall notify the Company in advance by the method prescribed by the Company and obtain the Company’s approval:
   (1) Basic matters of the corporate member merchant according to the following categories:
   ① If the member merchant is a sole proprietor: name, date of birth, home address, phone number, and other matters prescribed by the Company
   ② If the corporate member merchant is a corporation (including unincorporated associations or foundations with a representative or administrator): name or trade name, corporate number, head office address, phone number, name and date of birth of the representative or equivalent person
   (2) Handling store name or trade name, URL, address, phone number, email address, bank account, handled goods, etc.
   (3) Other matters prescribed by the Company

2. Even if notice from the Company to the corporate member merchant is delayed or not delivered due to the corporate member merchant’s failure to make the notification in the preceding paragraph, the Company may deem such notice to have arrived at the time it would normally arrive, and the Company shall not be liable for damages incurred by the corporate member merchant thereby. The same shall apply where such delay or non-delivery occurs due to force majeure, etc. not attributable to the member merchant.

3. The Company may request the corporate member merchant to periodically or as needed report on matters separately designated by the Company.

4. The member merchant agrees to the following:
   (1) Even if the notification under Paragraph 1 has not been made, if the Company reasonably determines, based on information about the corporate member merchant acquired by lawful and appropriate means, that there has been a change to the notified matters, the Company may treat the change notification under Paragraph 1 as having been made by the corporate member merchant.
   (2) Information about the member merchant notified under Paragraph 1 may be changed based on information the corporate member merchant has notified to payment service providers.
   (3) Information about the corporate member merchant held by payment service providers may be changed based on information the corporate member merchant has notified under Paragraph 1.

Article 18 (Commencement of Cashless Transactions)

1. The corporate member merchant may commence cashless transactions from the date separately determined by the Company.

2. The corporate member merchant may conduct cashless transactions through this contract, and in doing so, the corporate member merchant shall ensure sound operation of cashless transactions and shall conduct cashless transactions in a manner that enables smooth processing, upon agreeing to and complying with the contents of these Terms and payment service provider terms, etc.

Article 19 (Handling Period for Cashless Transactions)

1. The handling period for cashless transactions shall be one (1) year from the date separately determined by the Company. However, unless either the member merchant or the Company gives notice otherwise by two (2) months prior to expiration of the usage period, this contract shall automatically renew for an additional one (1) year, and the same shall apply thereafter.

2. Notwithstanding the preceding paragraph, even during the handling period, if this contract terminates for any reason, the corporate member merchant shall lose its rights under this contract as of the same date of termination.

Article 20 (Suspension/Interruption of Cashless Transactions)

1. If any of the following applies, the Company may temporarily suspend all or part of cashless transactions by giving notice in writing (including fax and e-mail) as a rule as far as possible in advance (or promptly after the fact in emergencies):
   (1) When conducting maintenance, inspection, construction, modification, version upgrades, confirmation of rights, etc. relating to the System, which may be periodic or irregular but can be notified in advance
   (2) When the Company receives advance notice that telecommunications equipment and lines operated/managed by organizations serving as connection destinations for the System or as send/receive destinations of data relating to cashless transactions (including payment service providers, corporate member merchants, and banks and other financial institutions in Japan related to cashless transactions, but not limited thereto; “External Connection Organizations”), and such equipment/lines (“External Connection Organization Equipment”) will be interrupted or suspended due to maintenance, etc.
   (3) When the Company receives advance notice that infrastructure necessary for System operation provided by telecommunications carriers, power companies, or other infrastructure providers will be interrupted in the future
   (4) When unavoidable operational/technical reasons arise requiring future suspension
   (5) When objections/disputes by third parties arise regarding cashless transactions
   (6) When related applicable laws, etc. are amended (including enforcement of new related applicable laws, etc.)
   (7) When a payment service provider decides to suspend provision of all or part of cashless transactions
   (8) When other events occur that make it difficult to continue handling cashless transactions on an ongoing basis

2. If any of the following applies, the Company may temporarily suspend all or part of handling of cashless transactions without prior notice to the corporate member merchant:
   (1) When urgent maintenance, inspection, construction, modification, version upgrades, confirmation of rights, etc. are necessary due to sudden failures, etc. (accidents, breakage, damage, malfunction, defects, disconnections, poor operation, non-operation, delayed operation, etc.; collectively “Failures, etc.”; the same shall apply hereinafter) or warnings, etc. relating to the System
   (2) When an External Connection Organization interrupts or suspends operation of External Connection Organization Equipment without prior notice to the Company and this interferes with continuation of System operation
   (3) When infrastructure necessary for System operation provided by telecommunications carriers, power companies, or other infrastructure providers is interrupted without prior notice to the Company and this affects System operation
   (4) When fire, power outage, etc. makes cashless transactions impossible
   (5) When urgent suspension is required for unavoidable operational/technical reasons
   (6) When the Company or a payment service provider deems suspension necessary to prevent Unauthorized Use, etc.
   (7) When a payment service provider decides to suspend all or part of handling of cashless transactions
   (8) When cashless transactions are difficult due to force majeure events, etc. set forth in Article 44 (Disclaimer), or other events not attributable to the Company

3. If Paragraph 1 or 2 applies, the Company shall promptly notify the corporate member merchant of (in the case of Paragraph 1) the start timing and suspension period, and (in the case of Paragraph 2) the suspension period to the extent ascertainable.

4. The Company shall not be liable for disadvantages or damages incurred by the corporate member merchant or third parties arising from or related to the inability to handle cashless transactions due to Paragraph 1 or 2.

Article 21 (Suspension of Cashless Transactions)

1. The Company or each payment service provider may temporarily suspend all or part of handling of cashless transactions (including putting approval of cashless transactions on hold) without prior notice to the corporate member merchant, and the corporate member merchant may not conduct such cashless transactions until the Company or each payment service provider permits resumption, if any of the following applies:
   (1) The corporate member merchant fails to pay Fees, etc. for 30 days or more from the day after the due date, or fails to make refunds under this contract for 30 days or more from the day after the due date specified by a payment service provider or the Company
   (2) If fraudulent transactions or suspected circumstances arise and the Company or a payment service provider determines that the corporate member merchant has not implemented sufficient preventive measures, or there is no prospect that the concern will be resolved in the future
   (3) If falsehoods are found in the corporate member merchant application or other notified matters, etc.
   (4) If the corporate member merchant engages in any matter under Article 29 (Prohibited Acts), Paragraph 1 items, or other matters prohibited by the Company
   (5) If the corporate member merchant falls under any item of Article 37 (Termination, etc.), Paragraph 1, or there is a risk thereof
   (6) If there is suspicion of a Security Incident, etc. described in Article 10 (Response to Security Incidents, etc.)
   (7) If cards, etc. or electronic money recorded thereon (regardless of whether held by customers) are forged, altered, or illicitly created, or suspected thereof
   (8) If unauthorized use of cards, etc. has occurred or may occur at the corporate member merchant
   (9) If the Company or a payment service provider receives notice from another card company, etc. that unauthorized use of cards, etc. has occurred or may occur at the corporate member merchant regarding cashless transactions at the corporate member merchant
   (10) If the corporate member merchant has not conducted cashless transactions under the conditions document and the corporate member merchant contract for one (1) year or more
   (11) If the corporate member merchant is currently failing to perform, or may fail to perform, its obligations under this contract
   (12) If the Company determines that the corporate member merchant’s attributable reasons interfere with conducting cashless transactions
   (13) If other重大事由 occur making continuation of this contract difficult, or the Company determines suspension appropriate
   (14) If the Company determines that a third-party-provided software/development method/network technology necessary for conducting cashless transactions causes a material vulnerability in the System or may do so
   (15) If the corporate member merchant violates payment service provider terms or otherwise meets conditions for suspension under payment service provider terms, or there is a risk thereof, and each payment service provider determines suspension of all or part of handling of cashless transactions
   (16) Other cases where the Company or a payment service provider deems suspension necessary for reasonable reasons to conduct smooth cashless transactions

2. The Company and payment service providers shall not be liable for disadvantages or damages incurred by the member merchant or third parties arising from or related to inability to handle cashless transactions under Paragraph 1.

3. If the corporate member merchant causes damage to the Company or a payment service provider due to any reason in Paragraph 1, it shall compensate such damage.

Article 22 (Change or Discontinuation of Payment Services Relating to Cashless Transactions by Payment Service Providers)

1. The Company provides no warranty whatsoever regarding changes to or discontinuation of payment services relating to cashless transactions by payment service providers.

2. The Company shall not be liable whatsoever for damages incurred by the corporate member merchant or third parties due to changes to or discontinuation of payment services relating to cashless transactions by payment service providers.

Article 23 (Application by Corporate Member Merchant for Temporary Suspension of This Service)

1. The corporate member merchant may apply for temporary suspension of this service by completing procedures prescribed by the Company and obtaining the Company’s approval. If the corporate member merchant wishes to resume use of the service by解除 of such suspension, it shall complete procedures prescribed by the Company and obtain the Company’s approval.

2. If one (1) year elapses after completion of the temporary suspension application procedure under the preceding paragraph and the corporate member merchant has not resumed use of the service, the Company may, at its reasonable discretion, treat this contract as cancelled going forward without any notice or demand.

Chapter 3 System-Use ServiceArticle 24 (Specific Matters of the System-Use Service)

1. Specific matters of the system-use service shall be as separately designated by the Company, etc., such as specifications. Procedures required to receive the service shall follow the Company’s instructions.

2. Information transmitted/processed by the system-use service shall be limited to information sent from the member merchant, routed through a server separately designated by the Company for providing the system-use service, and conforming to specifications separately designated by the Company. The Company shall have no responsibility to transmit or process information other than such information.

Article 25 (Contract with Payment Service Providers)

1. The corporate member merchant shall, at its own responsibility and expense, enter into a member-merchant contract with payment service providers and complete all necessary procedures. The Company shall not be involved in and shall bear no responsibility for the success/failure, contents, or any other matters of such member-merchant contract.

2. The corporate member merchant shall notify the Company regarding the member-merchant contract with payment service providers by a method separately designated by the Company, and shall promptly provide information requested by the Company.

3. This Article shall survive termination of this contract.

Article 26 (Retention of Records)

1. The corporate member merchant shall, at its own responsibility, organize and retain the data, etc. listed in each item below by transaction date for seven (7) years, and shall present them at any time upon request by the Company or a payment service provider:
   (1) Application data, etc., written materials or records relating to contracts with customers for sale/provision of goods, etc., and sales information
   (2) Shipping logs and other written materials or records proving that goods, etc. have been shipped or services provided
   (3) Cargo receipts and other written materials or records evidencing acceptance of transport by carriers
   (4) Written materials or records proving that members have received goods, etc. sold via mail order
   (5) Other materials required by the Company, etc. or payment service providers

Article 27 (Refusal or Withholding of Payment)

1. If any of the following applies, the Company or a payment service provider may cancel acceptance of sales claims (including rescission of assignment of receivables where an assignment was made) and withhold payment of all or part of product price, etc. to the corporate member merchant. If product price, etc. has already been paid, the Company or a payment service provider may demand return of the paid amount, etc.:
   (1) If the sales claim is made after the period set by the Company or card companies, etc. has elapsed
   (2) If the contract between the corporate member merchant and the customer for sale/provision of goods, etc. is terminated, rescinded, cancelled, or becomes invalid
   (3) If sales information contains false statements
   (4) If a person other than the name holder or a person not qualified to use the payment service (including suspended users) used the payment service
   (5) If a customer claims no recollection of use, amount discrepancy, etc. regarding the contract for sale/provision of goods, etc.
   (6) If, due to reasons attributable to the corporate member merchant, a payment service provider receives from a customer a request to refuse payment/withhold payment, etc.
   (7) If the corporate member merchant did not retain transaction records/documents for the contract for sale/provision of goods, etc., or could not submit documents relating to the transaction based on such records
   (8) If the corporate member merchant falls under any item of Article 37 (Termination, etc.), Paragraph 1, or the Company or a payment service provider suspects it applies
   (9) If the corporate member merchant violates this contract or any contract with the Company other than this contract
   (10) If the corporate member merchant violates a contract with another payment service provider or card company, etc.
   (11) Other cases where the Company or a payment service provider deems it inappropriate

2. The corporate member merchant acknowledges that if the Company or a payment service provider deems investigation necessary, it may withhold payment of product price, etc. until completion of such investigation.

3. The corporate member merchant acknowledges that if a payment service provider cancels acceptance of a sales claim, the Company and the payment service provider shall have no obligation to make any payment relating to the transaction underlying such sales claim.

4. The corporate member merchant acknowledges that if a payment service provider withholds payment, the Company may also withhold payment.

5. Even if the Company withholds payment, no late payment damages shall accrue.

6. If the corporate member merchant owes obligations to the Company or a payment service provider, the Company or a payment service provider may set off product price, etc. payable to the member merchant against such obligations.

7. The provisions of this Article shall remain effective even after termination of this contract.

Chapter 5 General ProvisionsArticle 28 (Compliance with Laws, etc.)

1. The corporate member merchant shall comply with all applicable laws, regulations, and administrative guidance, etc. in conducting its business (not limited to cashless transactions under this contract and member-merchant contracts).

2. The corporate member merchant shall perform the contents set forth in these Terms with the care of a good manager.

3. The corporate member merchant shall cooperate in the smooth operation of systems relating to cashless transactions and in the promotion and improvement of cashless transactions.

Article 29 (Prohibited Acts)

1. The corporate member merchant shall not, whether by act or omission, engage in any of the following:
   (1) Using this service for purposes other than collection of product price, etc.
   (2) Using this service for remittance without accompanying sale/provision of goods, etc.
   (3) Acts that damage the reputation or信用 of the Company, payment service providers, partner companies, or other third parties, or lower their image
   (4) Acts that infringe or may infringe patents, utility model rights, design rights, trademark rights, copyrights, portrait rights, or other rights of the Company, payment service providers, or other third parties
   (5) Acts that interfere or may interfere with the use or operation of facilities, etc. of the Company, payment service providers, partner companies, or other third parties
   (6) Accessing the systems of the Company or payment service providers for purposes other than collection of product price, etc.
   (7) If software use is licensed by the Company (in the case of the comprehensive agency member-merchant service, “the Company or payment service providers”), acts that violate the software use conditions
   (8) Acts that cause disadvantage to the Company, payment service providers, partner companies, or other third parties
   (9) Acts that violate this contract
   (10) Acts that violate or may violate laws
   (11) Other acts the Company deems inappropriate

2. In the case of the comprehensive agency member-merchant service, in addition to the items in the preceding paragraph, the member merchant shall not engage in any of the following:
   (1) Establishing or soliciting an endless chain scheme (pyramid scheme) as defined under the Act on Prevention of Endless Chain Schemes
   (2) Using this service for fictitious transactions or other fraudulent transactions
   (3) Other acts the Company and payment service providers deem inappropriate

3. If the Company determines that the corporate member merchant has engaged in, or may engage in, any act falling under any item in Paragraph 1 (and, in the case of the comprehensive agency member-merchant service, any item in Paragraph 1 or Paragraph 2, or if a payment service provider determines that the corporate member merchant’s mail-order sales are inappropriate), the Company (in the case of the comprehensive agency member-merchant service, “the Company and payment service providers”) may request corrective measures from the corporate member merchant.

Article 30 (Advertising)

1. The corporate member merchant agrees that the Company may publicize the fact that the member merchant conducts cashless transactions under this contract and may use the corporate member merchant’s trade name and logo, etc. as designated by the Company for the Company’s advertising activities.

2. The corporate member merchant shall not use the trademarks of the Company, etc. or create links to the website of the Company, etc. without prior approval of the Company, etc. If such approval is revoked, the corporate member merchant shall promptly delete the trademarks of the Company, etc. and links to the website of the Company, etc.

3. In the case of the comprehensive agency member-merchant service, the corporate member merchant agrees in advance that payment service providers or card companies, etc. may display, in pamphlets, websites, and other advertisements created/used without the corporate member merchant’s individual consent, the fact that the corporate member merchant is a member merchant that can handle cashless transactions provided by card companies, etc., and may display the corporate member merchant’s trade name, shop name, business name, address, business category, etc.

4. In the case of the comprehensive agency member-merchant service, except as permitted under this contract or with prior approval of the Company and payment service providers, the corporate member merchant shall not make any display (collectively, “Displays of Partner Companies, etc.”) relating to the names, trade names, trademarks, marks, or any indication of goods, etc. or business of each payment service provider, partner company, and card company, etc., nor make any display that causes misidentification or confusion with Displays of Partner Companies, etc.

Article 31 (Confidentiality)

1. The corporate member merchant and the Company shall keep confidential, with the care of a good manager (including establishment/operation of internal rules, employee education, supervision, and other necessary security management measures), all technical, business, and other operational information provided by the other party in connection with performance of duties related to this service, whether provided via materials, electronic recording media, or other tangible media, provided electronically such as by e-mail, or provided orally, limited to information objectively and reasonably recognizable as confidential from the circumstances of disclosure (the “Confidential Information”). Except where used by persons set forth in Paragraph 4, the receiving party shall not disclose Confidential Information to third parties without justifiable reason beyond the purpose of performing duties related to this service.

2. Notwithstanding the preceding paragraph, the following materials and information in connection with performance of this contract shall not be included in Confidential Information:
   (1) Information already publicly known, or that becomes publicly known due to reasons not attributable to the receiving party
   (2) Information already possessed by the receiving party
   (3) Information lawfully obtained from a third party without a duty of confidentiality
   (4) Information whose disclosure is approved in writing by the other party
   (5) Information independently developed or learned without relying on Confidential Information
   (6) Information required to be disclosed by the copyright holder of open-source software
   (7) Information required under applicable laws, orders/instructions of administrative agencies, or rules of securities exchanges
   (8) Cases where card information, etc. is disclosed/held/received among the Company, etc., payment service providers, or other card companies, etc.

3. The corporate member merchant and the Company shall use Confidential Information received from the other party only within the scope of the purpose of performing duties related to this service, and if use beyond such purpose is necessary, they shall obtain the other party’s prior consent.

4. The corporate member merchant and the Company may disclose Confidential Information to the extent necessary for performance of duties related to this service to their officers and employees, and, for the Company, to payment service providers, and may also disclose to subcontractors bound by confidentiality obligations equivalent to or greater than this Article, handling stores and other third parties, and to attorneys, tax accountants, certified public accountants, and other persons who have statutory confidentiality obligations. However, each party shall remain responsible to the other party under this Article for confidentiality of Confidential Information disclosed to third parties.

5. Notwithstanding Paragraph 1, if disclosure is required by laws, etc., the corporate member merchant and the Company may disclose Confidential Information only within the required scope. In doing so, they shall make reasonable efforts to limit disclosure to the minimum necessary and shall notify the other party in advance (or promptly after the fact if urgent and unavoidable) of such disclosure.

6. If Confidential Information is leaked or altered by a third party, or there is a risk thereof, the corporate member merchant and the Company shall notify the other party, and with respect to the corporate member merchant, it shall follow instructions of the Company or payment service providers.

7. If requested by the Company or payment service providers, the corporate member merchant shall return or dispose of materials, information, etc. (including copies) delivered by the Company or payment service providers in connection with this service as designated by the Company or payment service providers.

8. The confidentiality obligations under this Article shall survive after termination of all parts of this contract.

Article 32 (Personal Information, etc.)

1. When handling personal information of customers of corporate member merchants, the Company, etc. shall appropriately handle such information in accordance with internal rules, etc. for personal information protection of the Company, etc., and may provide to, and receive from, payment service providers, other card companies, etc., within the scope necessary to achieve the purpose of providing the service (including verification/matching of account information, etc. where applicable).

2. The Company, etc. may use personal information of officers and employees of corporate member merchants for the following purposes:
   (1) For contracts based on these Terms
   (2) For providing services under this contract or corporate member merchant terms, providing services of the Company, etc. or payment service providers, and providing information such as content
   (3) For selling, soliciting sales of, shipping, and providing services relating to goods, etc. (including travel, insurance, and other financial products; the same applies hereinafter) of the Company and third parties
   (4) For advertising or promotion of goods, etc. of the Company and third parties (including sending direct mail and e-mails)
   (5) For billing and charge calculation
   (6) For after-sales service, inquiries, and complaint handling
   (7) For conducting surveys
   (8) For researching, compiling statistics, and analyzing marketing data
   (9) For system maintenance and defect 대응

3. The Company, etc. may provide personal information of officers and employees of corporate member merchants to third parties in the following cases:
   (1) When disclosing to the Company, etc., payment service providers, or other card companies, etc. for providing this service
   (2) When the corporate member merchant has consented
   (3) When permitted by the Personal Information Protection Act or other laws

4. When sending e-mails or other advertisements for advertising/promotion of third parties, the Company, etc. shall, in principle, send them to the notified e-mail address of the corporate member merchant or the handling store.

Article 33 (Handling of Data, etc.)

1. The corporate member merchant agrees in advance that the Company, etc. may use information that the corporate member merchant provides or transmits to the Company, etc. through use of this service (including the corporate member merchant’s name, handling stores, attribute information, information relating to cashless transactions, transaction history under the corporate member merchant’s service, handled volume, etc.; collectively, “Transaction Data, etc.”) for the following purposes in the business of the Company, etc. In such case, the corporate member merchant shall provide true and accurate information to the best of its knowledge:
   (1) For research/analysis such as market research, planning/development/improvement of services/goods, etc. of the Company, etc. (including safeguards and fraud prevention necessary for stable provision of services)
   (2) For operation, performance, management, and functional improvement, etc. of this service
   (3) For sending planning materials/promotional materials/printed materials to corporate member merchants, telephone communications, notices, and guidance
   (4) For notices related to services of the Company, etc.
   (5) For exercising rights and performing obligations based on contracts or laws

2. The corporate member merchant agrees in advance that the Company, etc. may, to the extent necessary to achieve the purposes in the preceding paragraph, provide or receive Transaction Data, etc. to/from payment service providers and other card companies, etc. (including via other payment service providers, etc.), that Transaction Data, etc. may be provided among the Company, etc. with necessary protective measures, and that the recipients may use Transaction Data, etc. within the scope of the purposes set forth in this Article. The corporate member merchant shall obtain consent from its own handling stores as necessary.

3. The Company may collect, aggregate, process, edit, integrate, and analyze Transaction Data, etc., and may use the resulting outputs as reference materials for business operation, or for the purposes in Paragraph 1 and other 업무 of the Company, etc., and may disclose to partners of the Company and other third parties (provided that information disclosed to third parties shall be limited to information not constituting personal information, statistical data, and anonymized information).

4. The provisions of this Article shall remain valid and survive even after termination of this service.

Article 34 (Intellectual Property Rights)

1. All rights relating to this contract shall belong to the Company or persons designated by the Company, etc. or payment service providers.

2. The corporate member merchant confirms that, except as expressly provided in this contract, it does not acquire any intellectual property rights or other rights relating to this contract.

Article 35 (Third-Party Outsourcing)

1. The Company may outsource all or part of its 업무 under this contract to third parties under the Company’s responsibility, provided that it ensures such third parties comply with obligations equivalent to this contract.

2. Unless the corporate member merchant obtains the Company’s prior approval by the method determined by the Company (in the case of the comprehensive agency member-merchant service, “the Company and payment service providers”; the same shall apply in this Article), it may not delegate, outsource, or have a third party act as its agent, etc. regarding 업무 under this contract.

3. Even if the corporate member merchant, having obtained the Company’s approval under the preceding paragraph, outsources all or part of its 업무 under this contract or a corporate member merchant contract to a third party, the corporate member merchant shall not be released from any of its obligations and responsibilities under this contract or the corporate member merchant contract. If such outsourced third party (the “Business Agent”) causes damage to the Company, payment service providers, partner companies, or card companies, etc. in connection with the outsourced 업무, the corporate member merchant shall be jointly and severally liable with the Business Agent to compensate all damages incurred.

4. The corporate member merchant shall be responsible for instructing the Business Agent to comply with all obligations and responsibilities under this contract or the corporate member merchant contract. If an information leakage incident occurs at the Business Agent, the Company or a payment service provider may, through the party that outsourced to the Business Agent, instruct the Business Agent on measures to prevent expansion of damage and prevent recurrence. The party that outsourced to the Business Agent shall bear responsibilities under this contract and the corporate member merchant contract regarding the outsourced 업무 performed by the Business Agent.

5. If the corporate member merchant changes the Business Agent, it shall notify the Company or payment service providers in advance and obtain approval.

Article 36 (Prohibition of Assignment of Rights/Obligations, etc.)

1. The corporate member merchant may not assign to a third party its rights, obligations, or status under this contract or a member-merchant contract. The corporate member merchant also may not, without prior approval of the Company, assign to a third party or use as collateral its payment claim for product price, etc. against the Company.

2. The Company, etc. or payment service providers may assign to a third party their status under this contract and the member-merchant contract, or their status regarding handling of specific partner brand cards, and the corporate member merchant agrees in advance.

Article 37 (Termination, etc.)

1. If any of the following occurs to the corporate member merchant, or there is a risk thereof, the Company or payment service providers may, without any notice or demand, immediately: (i) refuse to permit use of this service for a period determined by the Company or payment service providers (in the case of the comprehensive agency member-merchant service, including refusal to permit use of a payment method of a specific payment service provider), (ii) revoke qualification as a corporate member merchant, or (iii) terminate all or part of this contract and the member-merchant contract:
   (1) If the notified contents (including application) contain false facts or material facts were not provided
   (2) If the corporate member merchant violates this contract and fails to remedy within 14 days after receiving notice demanding remedy, or if it violates payment service provider terms or otherwise meets termination grounds under the member-merchant contract, or there is a risk thereof
   (3) If the corporate member merchant violates provisions of this contract or the member-merchant contract, or the Company/payment service providers suspect it will not perform
   (4) If bills or checks drawn/accepted by it are dishonored, or other payment suspension occurs
   (5) If it becomes subject to attachment/provisional attachment/provisional disposition, delinquent tax collection, bankruptcy/civil rehabilitation/corporate reorganization/special liquidation, or if it files such petitions itself; if dissolved other than by merger; or if it begins voluntary arrangements
   (6) If circumstances arise indicating deterioration of asset condition, or a material change in credit status is recognized
   (7) If business is suspended; licenses/permits are revoked; or it receives administrative 처분 including cancellation or suspension of business
   (8) If it or its representative/employees/related persons are found violating relevant laws and guidelines, etc., and this may interfere with performance of this contract; or if it receives guidance/warnings/recommendations/orders/dispositions from administrative/judicial authorities and the Company/payment service providers deem termination appropriate
   (9) If the Company/payment service providers determine that it is abusing cashless transactions, including in transactions with this service and other card companies, etc.
   (10) If its business or business model is against public order and morals or is socially inappropriate, and the Company/payment service providers determine it conducts cashless transactions in such manner
   (11) If it conducts acts that defame the reputation/credit of the Company/payment service providers or obstruct their business, as determined by them
   (12) If it violates another contract of a payment service provider, or a contract with another payment service provider or card company, etc.; or violates a contract with the Company other than this contract and fails to remedy within 14 days after receiving notice demanding remedy
   (13) If there are many reports of unauthorized use of payment services from customers; payment delays by customers; reports of unauthorized use of payment means; complaints about goods, etc.; or based on customer complaints, information from other card companies, information registered with merchant information organizations, etc., the Company/payment service providers deem it inappropriate as a member merchant
   (14) If public institutions, etc. request changes regarding goods, etc. and it fails to comply without reasonable grounds
   (15) If it assigns its status or receivables to a third party other than the Company, or buys another person’s receivables or claims settlement money from the Company on behalf of another person
   (16) If notified handling stores do not exist at the stated address; the Company/payment service providers cannot reach it at the notified phone number; or contact is lost (if contact remains impossible even after one (1) year from the time the Company attempted contact, it shall fall under this item)
   (17) If it suspends or ends operation of the payment service, or closes all handling stores, etc., thereby suspending or ending operation of all handling stores
   (18) If there is doubt about formation of submitted sales information or cancellation slips, etc., and the Company/payment service providers deem it inappropriate
   (19) If it claims payment of sales amounts relating to fictitious sales receivables or engages in other fraudulent acts, as determined by the Company/payment service providers
   (20) If the ratio of invalid/lost/stolen/forged cards or unauthorized use by third parties other than cardholders is high, as determined by the Company/payment service providers
   (21) If the ratio of card use for cashing purposes is high or clearly for cashing purposes, and it is determined that it is engaging in inappropriate cashless transactions, such as assisting such cashing
   (22) If an incident occurs in which Confidential Information or card numbers, etc. are provided/disclosed/leaked to third parties due to intent or negligence, as determined by the Company/payment service providers
   (23) If it or its representative, under another contract with the Company/payment service providers, delays performance of obligations and loses the benefit of time; or if damages occur due to its or its Employees, etc. intent/negligence
   (24) If there is a重大 change in organization or capital structure, such as dissolution, merger, business transfer, share exchange, share transfer, corporate split, share acquisition, etc.
   (25) If a state falling under Article 21 (Suspension of Cashless Transactions), Paragraph 1 items, or the cause thereof is not resolved within 30 days
   (26) If the corporate member merchant, its parent/subsidiaries and affiliated companies, their officers/employees are currently affiliated with or involved with antisocial forces (as defined in the next Article), or were affiliated/involved within the past five years, as determined by the Company/payment service providers; or if they improperly use antisocial forces, provide funds/conveniences, or have other socially condemnable relationships
   (27) Other cases where the Company/payment service providers deem it inappropriate as a corporate member merchant or deem continuation of the contract inappropriate

2. In addition to the preceding paragraph, the Company and the corporate member merchant may terminate this contract, end handling of part of cashless transactions, or end handling of specific partner brand cards by giving written notice: the corporate member merchant to the Company at least two (2) months in advance, and the Company to the corporate member merchant.

3. If all or part of this contract is terminated under the preceding paragraphs, the corporate member merchant shall naturally lose the benefit of time for all monetary obligations to the Company and shall immediately pay them.

4. Even if this contract terminates under the preceding Article or Paragraph 1 or Paragraph 2 of this Article, if there remain unperformed obligations between the Company and the corporate member merchant, the corporate member merchant shall perform such obligations in accordance with this contract or the corporate member merchant contract.

5. If a partner brand card company determines that the corporate member merchant is inappropriate as a corporate member merchant that handles partner brand cards, the Company or payment service providers may immediately terminate, without demand, the portion of this contract relating to handling of such partner brand cards by the corporate member merchant, and the corporate member merchant shall compensate damages incurred by the Company, payment service providers, and card companies, etc. In such case, with respect to handling of advanced payments or assignment consideration generated by handling of such partner brand cards, Paragraph 4 shall apply mutatis mutandis if termination grounds apply or are suspected.

6. The Company may end cashless transactions under this contract due to changes in social conditions, amendments to laws, or other circumstances of the Company. In such case, the Company may cancel this contract by giving prior notice to the corporate member merchant.

7. Termination under Paragraph 1 shall not prevent claims for damages by the Company or payment service providers against the corporate member merchant.

8. If damages arise for the Company because the corporate member merchant falls under any item of Paragraph 1, the corporate member merchant shall compensate the Company’s damages.

9. In the case of the comprehensive agency member-merchant service, notwithstanding the preceding paragraph, if damages arise for the Company, payment service providers, partner companies, or customers because the corporate member merchant falls under any item of Paragraph 1, the corporate member merchant shall compensate all such damages (including costs of reissuing credit cards, costs for monitoring unauthorized use and customer support operations, damages from unauthorized use of credit cards, damages/penalties/sanctions relating to the incident, etc.; not limited thereto) even after termination of this contract or the corporate member merchant contract.

10. In the case of the comprehensive agency member-merchant service, if the Company is charged penalty fees, fines, etc. (regardless of name) by a payment service provider because the corporate member merchant falls under any item of Paragraph 1, the corporate member merchant shall, in addition to the damages in the preceding paragraph, pay the Company the penalty fees, fines, etc. payable by the Company to the payment service provider.

Article 38 (Exclusion of Antisocial Forces)

1. The corporate member merchant covenants and guarantees to the Company that, now and in the future, it is not and will not be a member of organized crime groups or other antisocial forces (the “Antisocial Forces”), and that it has and will have none of the relationships in any of the following items with Antisocial Forces:
   (1) A relationship in which Antisocial Forces are recognized as controlling management
   (2) A relationship in which Antisocial Forces are recognized as substantially involved in management
   (3) A relationship recognized as unfairly using Antisocial Forces, such as for the purpose of obtaining unlawful benefits for itself or a third party, or causing damage to a third party
   (4) A relationship recognized as providing funds or conveniences, etc. to Antisocial Forces
   (5) A relationship socially condemnable with Antisocial Forces by an officer or a person substantially involved in management

2. The corporate member merchant covenants and guarantees that, now and in the future, it will not commit any of the following acts:
   (1) Violent demands
   (2) Unreasonable demands beyond legal responsibility
   (3) Threatening behavior or violence in connection with transactions
   (4) Spreading rumors, using fraud, or using force to damage the credit of, or interfere with the business of, the Company, etc. and payment service providers, etc.
   (5) Other acts similar to the preceding items

3. If the corporate member merchant violates either of the preceding two paragraphs, the Company, etc. and payment service providers, etc. may terminate all or part of this contract and the corporate member merchant contract without any demand.

4. If the Company, etc. and payment service providers, etc. terminate all or part of this contract and the corporate member merchant contract under the preceding paragraph, the corporate member merchant shall compensate the Company, etc. and payment service providers, etc. for damages arising from such termination. The Company, etc. and payment service providers, etc. shall not be liable to compensate the corporate member merchant even if the corporate member merchant incurs damages due to such termination.

Article 39 (Exclusion of Bribery/Corruption, etc.)

1. The corporate member merchant guarantees that it will not commit any of the following acts in relation to this contract:
   (1) Committing bribery, breach of trust, or other acts in violation of applicable laws
   (2) Providing, offering, or promising to provide to officers/employees, etc. of the Company or payment service providers benefits not recognized as reasonable under social norms (including gifts/entertainment beyond a reasonable scope; not limited thereto)
   (3) Providing, offering, or promising to provide the benefits set forth in the preceding item to business partners of the Company or payment service providers
   (4) In connection with performance of this contract, committing bribery (whether direct or indirect) to public officials, etc. (including foreign public officials, etc.) in violation of applicable laws, or offering/promising the same

2. If the corporate member merchant violates the guarantee in the preceding paragraph, the Company or a payment service provider may terminate all or part of this contract and the member-merchant contract without any notice or demand.

3. If the Company or a payment service provider incurs damages due to termination under the preceding paragraph, the corporate member merchant shall compensate the Company or the payment service provider for such damages.

4. Even if the Company or a payment service provider terminates under Paragraph 2, the corporate member merchant may not receive compensation for damages incurred by itself or a third party.

Article 40 (Governing Law)

This contract shall be governed by the laws of Japan.

Article 41 (Exclusive Jurisdiction)

Any dispute relating to this contract shall be subject to the exclusive jurisdiction in the first instance of the court having jurisdiction over the location of the Company’s head office.

Article 42 (Amendment of the Terms)

1. The Company may amend these Terms by making the fact of amendment, the contents of the amended Terms, and the effective timing known to corporate member merchants if any of the following applies:
   (1) The amendment conforms to the general interests of corporate member merchants
   (2) The amendment does not contradict the purpose of this contract and is reasonable in light of the necessity of amendment, reasonableness of the amended contents, and other circumstances relating to the amendment

2. In the case of the preceding paragraph, the Company shall determine the effective timing of the amended Terms and notify corporate member merchants of the fact of amendment, the contents of the amended Terms, and the effective timing sufficiently in advance.

Article 43 (Entire Agreement)

This contract and documents related to the execution of this contract (including these Terms, the service application form, and the conditions document) constitute the entire agreement between the Company, etc. and the corporate member merchant regarding the purpose of this contract and cashless transactions, and supersede any prior oral or written agreements, representations, or understandings between the Company, etc. and the corporate member merchant regarding the purpose of this contract and cashless transactions.

Article 44 (Disclaimer)

1. If the Company causes damage to the corporate member merchant due to reasons attributable to the Company, the Company shall be liable only for ordinary direct damages within the scope of actual damages that would normally arise, and shall not be liable for damages due to special circumstances regardless of foreseeability. In addition, if the corporate member merchant causes damage to a third party due to use of the service under these Terms, the corporate member merchant shall resolve it at its own responsibility and expense, and the Company shall bear no responsibility.

2. The Company provides no warranty whatsoever regarding completeness, accuracy, certainty, usefulness, etc. of this service.

3. The Company shall not be liable for any damages incurred by the corporate member merchant due to inability to use the service.

Article 45 (Company’s Responsibility, etc.)

1. The Company shall bear no responsibility whatsoever for indirect damages, special damages, incidental damages, consequential damages, lost profits, or opportunity losses among damages arising from use of this service.

2. Even if the Company causes damages to the corporate member merchant due to reasons attributable to the Company, if the corporate member merchant refuses or obstructs the Company’s reasonable investigation into the cause of occurrence and response, etc. of such damages without justifiable reason, the Company shall not be liable to compensate the corporate member merchant for such damages.

3. If the preceding Article and this Article conflict, this Article shall prevail.

Article 46 (Limitation of Liability)

1. The Company’s liability for damages regarding 업무 performed under this contract shall be limited to the amount of product price, etc. that the Company pays to the corporate member merchant under Article 6, Article 7, or Article 27 Paragraph 1.

2. Notwithstanding the preceding paragraph, this shall not apply to claims for damages by the Company or payment service providers against the corporate member merchant due to the corporate member merchant’s breach of this contract (in the case of the comprehensive agency member-merchant service, “this contract or the member-merchant contract”).