1. INTRODUCTION

1.1 Welcome to the Brandlux platform (the “Site”). Please read the following Terms of Service carefully before using this Site or opening a Brandlux account (“Account”) so that you are aware of your legal rights and obligations with respect to Brandlux Company and its affiliates and subsidiaries (individually and collectively, “Brandlux”, “we”, “us” or “our”). The “Services” we provide or make available include (a) the Site, (b) the services provided by the Site and by Brandlux client software made available through the Site, and (c) all information, linked pages, features, data, text, images, photographs, graphics, music, sounds, video (including live streams), messages, tags, content, programming, software, application services (including, without limitation, any mobile application services) or other materials made available through the Site or its related services (“Content”). Any new features added to or augmenting the Services are also subject to these Terms of Service. These Terms of Service govern your use of Services provided by Brandlux.

1.2 The Services include an online platform service that provides a place and opportunity for the sale of goods between the buyer (“Buyer”) and the seller (“Seller”) (collectively “you”, “Users” or “Parties”). The actual contract for sale is directly between Buyer and Seller and Brandlux is not a party to that or any other contract between Buyer and Seller and accepts no obligations in connection with any such contract. Parties to such transaction will be entirely responsible for the sales contract between them, the listing of goods, warranty of purchase and the like. Brandlux is not involved in the transaction between Users. Brandlux may or may not pre-screen Users or the Content or information provided by Users. Brandlux reserves the right to remove any Content or information posted by you on the Site in accordance to Section 6.4 herein. Brandlux cannot ensure that Users will actually complete a transaction.

1.3 Before becoming a User of the Site, you must read and accept all of the terms and conditions in, and linked to, these Terms of Service and you must consent to the processing of your personal data as described in the Privacy Policy linked hereto.

1.4 Brandlux reserves the right to change, modify, suspend or discontinue all or any part of this Site or the Services at any time or upon notice as required by local laws. Brandlux may release certain Services or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. Brandlux may also impose limits on certain features or restrict your access to parts of, or the entire, Site or Services in its sole discretion and without notice or liability.

1.5 Brandlux reserves the right to refuse to provide you access to the Site or Services or to allow you to open an Account for any reason.

2. PRIVACY

2.1 Your privacy is very important to us at Brandlux. To better protect your rights we have provided the Brandlux.com Privacy Policy to explain our privacy practices in detail. Please review the Privacy Policy to understand how Brandlux collects and uses the information associated with your Account and/or your use of the Services (the “User Information”).

2.2 By using the Services or providing information on the Site, you:

• (i) consent to Brandlux’s collection, use, disclosure and/or processing of your Content, personal data and User Information as described in the Privacy Policy;
• (ii) agree and acknowledge that the proprietary rights of your User Information are jointly owned by you and Brandlux; and
• (iii) shall not, whether directly or indirectly, disclose your User Information to any third party, or otherwise allow any third party to access or use your User Information, without Brandlux’s prior written consent.

2.3 Users in possession of another User’s personal data through the use of the Services (the “Receiving Party”) hereby agree that, they will (i) comply with all applicable personal data protection laws with respect to any such data; (ii) allow the User whose personal data the Receiving Party has collected (the “Disclosing Party”) to remove his or her data so collected from the Receiving Party’s database; and (iii) allow the Disclosing Party to review what information have been collected about them by the Receiving Party, in each case of (ii) and (iii) above, in compliance with and where required by applicable laws.

3. LIMITED LICENSE

3.1 Brandlux grants you a limited and revocable license to access and use the Services subject to the terms and conditions of these Terms of Service. All proprietary Content, trademarks, service marks, brand names, logos and other intellectual property (“Intellectual Property”) displayed in the Site are the property of Brandlux and where applicable, third party proprietors identified in the Site. No right or licence is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title or interest therein.

3.2 You are welcome to link to the Site from your website, provided that your website does not imply any endorsement by or association with Brandlux. You acknowledge that Brandlux may, in its sole discretion and at any time, discontinue providing the Services, either in part or as a whole, without notice.

4. SOFTWARE

Any software provided by us to you as part of the Services is subject to the provisions of these Terms of Service. Brandlux reserves all rights to the software not expressly granted by Brandlux hereunder. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such scripts or code, not by Brandlux.

5. ACCOUNTS AND SECURITY

5.1 Some functions of our Services require registration for an Account by selecting a unique user identification (“User ID”) and password, and by providing certain personal information. If you select a User ID that Brandlux, in its sole discretion, finds offensive or inappropriate, Brandlux has the right to suspend or terminate your Account.

5.2 You agree to (a) keep your password confidential and use only your User ID and password when logging in, (b) ensure that you log out from your account at the end of each session on the Site, (c) immediately notify Brandlux of any unauthorised use of your Account, User ID and/or password, and (d) ensure that your Account information is accurate and up-to-date.

5.3 You agree that Brandlux may for any reason, in its sole discretion and with or without notice or liability to you or any third party, immediately terminate your Account and your User ID, remove or discard from the Site any Content associated with your Account and User ID, withdraw any subsidies offered to you, cancel any transactions associated with your Account and User ID, temporarily or in more serious cases permanently withhold any sale proceeds or refunds, and/or take any other actions that Brandlux deems necessary.

5.4 Users may terminate their Account if they notify Brandlux in writing (including via email at support) of their desire to do so. Notwithstanding any such termination, Users remain responsible and liable for any incomplete transaction.

5.5 You may only use the Services and/or open an Account if you are located in one of our approved countries, as updated from time to time.

6. TERM OF USE

6.1 The license for use of this Site and the Services is effective until terminated. This license will terminate as set forth under these Terms of Service or if you fail to comply with any term or condition of these Terms of Service.

6.2 You agree not to:

• (a) upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
• (b) violate any laws, including without limitation any laws and regulation in relation to export and import restrictions, third party rights or our Prohibited and Restricted Items policy;
• (c) upload, post, transmit or otherwise make available any Content featuring an unsupervised minor or use the Services to harm minors in any way;
• (d) use the Services or upload Content to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
• (e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
• (f) remove any proprietary notices from the Site;
• (g) cause, permit or authorize the modification, creation of derivative works, or translation of the Services without the express permission of Brandlux;
• (h) use the Services for the benefit of any third party or any manner not permitted by the licenses granted herein;
• (i) use the Services or upload Content in a manner that is fraudulent, unconscionable, false, misleading or deceptive;
• (j) open and/or operate multiple user accounts in connection with any conduct that violates either the letter or spirit of these Terms of Service;
• (k) access the Brandlux platform, open a user account, or otherwise access your user account using an emulator, simulator, bot or other similar hardware or software;
• (l) manipulate the price of any item or interfere with other User’s listings;
• (m) take any action that may undermine the feedback or ratings systems;
• (n) attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof);
• (o) harvest or collect any information about or regarding other Account holders;
• (p) upload, email, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
• (q) upload, email, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• (r) upload, email, post, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other unauthorised form of solicitation;
• (s) upload, email, post, transmit or otherwise make available any material that contains software viruses, worms, Trojan-horses or any other computer code;
• (t) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other Users of the Services are able to type;
• (u) interfere with, manipulate or disrupt the Services or servers or networks connected to the Services;
• (v) take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services;
• (w) use the Services to intentionally or unintentionally violate any applicable local, state, national or international law;
• (x) use the Services in violation of or to circumvent any sanctions or embargo;
• (y) use the Services to violate the privacy of others or to “stalk” or otherwise harass another;
• (z) infringe the rights of Brandlux, including any intellectual property rights and any passing off of the same thereof;
• (aa) use the Services to collect or store personal data about other Users in connection with the prohibited conduct and activities set forth above; and/or
• (bb) list items which infringe upon the copyright, trademark or other intellectual property rights of third parties or use the Services in a manner which will infringe the intellectual property rights of others.

7. VIOLATION OF OUR TERMS OF SERVICE

7.1 Violations of this policy may result in a range of actions, including, without limitation, any or all of the following:

• Listing deletion
• Limits placed on Account privileges
• Account suspension and subsequent termination
• Criminal charges
• Civil actions, including without limitation a claim for damages and/or interim or injunctive relief

7.2 If you believe a User on our Site is violating these Terms of Service, please contact help@Brandlux.com.

8. REPORTING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT

8.1 As stated above, Brandlux does not allow listings that violate the intellectual property rights of brands or other intellectual property rights owners (“IPR Owner”).

8.3 If you are an IPR Owner or an agent duly authorised by an IPR Owner (“IPR Agent”) and you believe that your right or your principal’s right has been infringed, please notify us by submitting the online form and provide us the documents requested below to support your claim.

8.4 Complaints under this Section 8 must be provided in the form prescribed by Brandlux, which may be updated from time to time.

9. PURCHASE AND PAYMENT

9.1 Brandlux supports one or more of the following payment methods in each country it operates in:

• (i) Credit Card: Card payments are processed through third-party payment channels.
• (ii) Bank Transfer: Buyer may make payments through an Automated Teller Machine or internet bank transfer to our designated Brandlux Guarantee Account.
• (iii) Instalment Purchase Plan: Buyers may pay via instalment for orders exceeding $500.

9.3 Brandlux takes no responsibility and assume no liability for any loss or damages to Buyer arising from shipping information and/or payment information entered by Buyer or wrong remittance by Buyer in connection with the payment for the items purchased.

10. SELLER WALLET

10.1 Your Account allows the storage of money you receive from your sales proceeds made on the Platform (“Seller Wallet”).

10.2 You may transfer funds from your Seller Wallet to your linked bank account (“Linked Account”) by submitting a transfer request. Brandlux shall only process such transfers on business days.

10.3 Sellers are entitled to one (1) free Withdrawal Request per week (“Weekly Withdrawal Limit”). Brandlux may impose a fee of JPY 1,000 for each additional Withdrawal Request made in excess of the Weekly Withdrawal Limit (“Withdrawal Fee”).

11. BRANDLUXPAY

11.1 Where you have both an Account with Brandlux and an account with Japan Brand Co. Ltd.. (“BrandluxPay”), you authorise Brandlux to disclose such information to BrandluxPay as is necessary for BrandluxPay to provide the Services to you.

12. BRANDLUX GUARANTEE

12.1 Brandlux Guarantee is a service provided by Brandlux or its authorised agent to protect purchases.

12.2 After Buyer makes payment for his/her order (“Buyer’s Purchase Monies”), Buyer’s Purchase Monies will be held in Brandlux Guarantee Account until criteria are met as outlined in this section.

13. BRANDLUX COINS REWARD SYSTEM

13.1 Users may earn loyalty points (“Brandlux Coins”) by buying merchandises on the Site using the Brandlux Guarantee system or through participation in other Brandlux activities.

13.5 The Brandlux Coins you redeem or donate will be deducted from your Brandlux Coins balance. Each Brandlux Coins comes with an expiry date.

14. BRANDLUX COINS MARKETING SERVICES

14.1 Sellers may purchase Brandlux Coins for gratuitous distribution to Buyers for marketing purposes under the “Marketing Centre” section of the Seller Centre.

15. BRANDLUX COINS CASHBACK VOUCHER

15.1 Users may receive a voucher entitling them to additional Brandlux Coins (the “Brandlux Coins Cashback Voucher”) on eligible purchases on the Site.

16. DELIVERY

16.1 Brandlux will inform Seller when Brandlux receives Buyer’s Purchase Monies. Unless otherwise agreed with Brandlux, Seller should then make the necessary arrangements to have the purchased item delivered to Buyer and provide details such as the name of the delivery company, the tracking number, etc. to Buyer through the Site.

16.2 Seller must use his/her best effort to ensure that Buyer receives the purchased items within, whichever applicable, the Brandlux Guarantee Period or the time period specified (for offline payment) by Seller on Seller’s listing.

16.3 Users understand that Seller bears all risk attached to the delivery of the purchased item(s) and warrants that he/she has or will obtain adequate insurance coverage for the delivery of the purchased item(s). In the event where the purchased item(s) is damaged, lost or failure of delivery during the course of delivery, Users acknowledge and agree that Brandlux will not be liable for any damage, expense, cost or fees resulted therefrom and Seller and/or Buyer will reach out to the logistic service provider to resolve such dispute.

16.4 For Cross-Border Transaction. Users understand and acknowledge that, where a product listing states that the product will ship from overseas, such product is being sold from a Seller based outside of Japan, and the importation and exportation of such product is subject to local laws and regulations. Users should familiarise themselves with all import and export restrictions that apply to the designating country. Users acknowledge that Brandlux cannot provide any legal advice in this regard and agrees that Brandlux shall not bear any risks or liabilities associated with the import and export of such products to Japan.

16.5 Where the Buyer elects to have a purchased item delivered by any other shipping method, the fee payable to the delivery company (“Shipping Fee”) shall be borne by the Buyer, Seller and Brandlux in such proportions as may be determined by Brandlux and published on the Site from time to time.

17. CANCELLATION, RETURN AND REFUND

17.1 Buyer may only cancel his/her order prior to the payment of Buyer’s Purchase Monies into Brandlux Guarantee Account.

17.2 Buyer may apply for the return of the purchased item and refund prior to the expiry of Brandlux Guarantee Period, if applicable, subject to and in accordance with Brandlux’s Refunds and Return Policy.

17.6 Refunds to Buyers shall be made to their BrandluxPay wallet within one (1) to seven (7) day(s) of the return or refund request being approved.

18. SELLER’S RESPONSIBILITIES

18.1 Seller shall properly manage and ensure that relevant information such as the price and the details of items, inventory amount and terms and conditions for sales is updated on Seller’s listing and shall not post inaccurate or misleading information.

18.6 Seller acknowledges and agrees that Seller will be responsible for paying all taxes, customs and duties for the item sold and Brandlux cannot provide any legal or tax advice in this regard.

19. PAID ADVERTISING

19.1 Brandlux will be launching keyword advertising and/or other advertising services (hereinafter referred to as “Paid Advertising”) on its Paid Advertising Site on an ongoing basis.

19.9 IF, NOTWITHSTANDING ANYTHING IN THESE TERMS OF SERVICE, BRANDLUX IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE) IN RELATION TO ANY PAID ADVERTISING SERVICE, THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE AMOUNT PAID BY YOU FOR THE PAID ADVERTISING SERVICE IN QUESTION ONLY.

20. TRANSACTION FEES

20.1 Brandlux charges a fee for all successful transactions completed on the Site (“Transaction Fee”). The Transaction Fee is borne by the Seller, and is calculated at three point four percent (3.4%) (charges by payment gateway) of the Buyer’s Purchase Monies, rounded up to the nearest cent. The Transaction Fee is subject to SST (“Tax Amount”), and the Seller is responsible for such Tax Amount.

20.2 For Sellers located outside of Japan, Brandlux charges a fee for all successful transactions completed on the Site (“Cross Border Fee”).

21. DISPUTES

21.1 In the event a problem arises in a transaction, the Buyer and Seller agree to communicate with each other first to attempt to resolve such dispute by mutual discussions, which Brandlux shall use reasonable commercial efforts to facilitate. If the matter cannot be resolved by mutual discussions, Users may approach the claims tribunal of their local jurisdiction to resolve any dispute arising from a transaction.

21.2 Each Buyer and Seller covenants and agrees that it will not bring suit or otherwise assert any claim against Brandlux or its Affiliates in relation to any transaction made on the Site or any dispute related to such transaction.

22. FEEDBACK

22.1 Brandlux welcomes information and feedback from our Users which will enable Brandlux to improve the quality of service provided.

23. DISCLAIMERS

24. EXCLUSIONS AND LIMITATIONS OF LIABILITY

25. LINKS TO THIRD PARTY SITES AND SHARING VIDEOS FROM YOUTUBE

25.1 Third party links provided throughout the Site will let you leave this Site. These links are provided as a courtesy only, and the sites they link to are not under the control of Brandlux in any manner whatsoever and you therefore access them at your own risk.

26. YOUR CONTRIBUTIONS TO THE SERVICES

26.1 By submitting Content for inclusion on the Services, you represent and warrant that you have all necessary rights and/or permissions to grant the licenses below to Brandlux.

27. THIRD PARTY CONTRIBUTIONS TO THE SERVICES AND EXTERNAL LINKS

27.1 Each contributor to the Services of data, text, images, sounds, video, software and other Content is solely responsible for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with their Content contribution.

28. YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

• (a) you possess the legal capacity (and in the case of a minor, valid parent or legal guardian consent), right and ability to enter into these Terms of Service and to comply with its terms; and
• (b) you will use the Services for lawful purposes only and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations.

29. FRAUDULENT OR SUSPICIOUS ACTIVITY

If Brandlux, in its sole discretion, believes that you may have engaged in any potentially fraudulent or suspicious activity and/or transactions, we may take various actions to protect Brandlux, other Buyers or Sellers, other third parties or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability.

30. INDEMNITY

You agree to indemnify, defend and hold harmless Brandlux, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the “Indemnified Parties”) from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses.

31. SEVERABILITY

If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.

32. GOVERNING LAW

These Terms of Service shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, to the extent applicable, are expressly disclaimed.

33. GENERAL PROVISIONS

33.1 Brandlux reserves all rights not expressly granted herein.

33.2 Brandlux may modify these Terms of Service at any time by posting the revised Terms of Service on this Site.

33.8 You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation the UK Bribery Act, the US Foreign Corrupt Practices Act and the Singapore Prevention of Corruption Act and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.

33.9 If you have any questions or concerns about these Terms of Service or any issues raised in these Terms of Service or on the Site, please contact us.