Terms of Service

1.These Terms of Service apply to all relationships relating to the use of the Used Car Auction Agent service "STREMA" (the "Service") provided by STREMA Inc. (the "Company").

2.Any rules, notes, guidelines, and other provisions separately established by the Company with respect to the Service (the "Individual Provisions") shall constitute part of these Terms of Service.

3.If the provisions of these Terms of Service differ from those of the Individual Provisions, the Individual Provisions shall prevail.

1."User" means an individual or corporation that agrees to these Terms of Service and receives the Service.

2."Consumer" means a User who falls under the definition of a consumer set forth in Article 2, Paragraph 1 of the Consumer Contract Act.

3."Auction" means a used car auto auction venue in Japan at which the Company holds membership.

4."Venue Rules" means the rules established by the operator of an Auction concerning listing, bidding, winning bids, payment settlement, filing of claims, and other transactions.

5."Buying Service" means the service under which the Company, based on the User's entrustment, wins a vehicle at an Auction in its own name and for the account of the User, and delivers it to the User.

6."Selling Service" means the service under which the Company, based on the User's entrustment, lists the User's vehicle at an Auction in its own name and for the account of the User, and sells it.

7."Subject Vehicle" means a vehicle that is the subject of the Buying Service or the Selling Service.

8."Individual Contract" means an entrustment contract for the Buying Service or the Selling Service individually concluded between the Company and a User based on these Terms of Service.

1.The Buying Service and the Selling Service are services under which the Company, in its own name and for the account of the User, purchases or sells Subject Vehicles through an Auction or by other methods prescribed by the Company, and, depending on their nature, the provisions on commission agency business (toiya) under Article 551 et seq. of the Commercial Code and the provisions on mandate or quasi-mandate shall apply. The Service does not guarantee the purchase or sale of a Subject Vehicle or the achievement of any other particular result.

2.The sales contract for a Subject Vehicle is concluded at the Auction between the Company and the venue operator or another member. The Company shall transfer to the User the rights acquired through such sale in accordance with these Terms of Service, and the User shall bear the obligations and costs associated therewith.

3.The Company is not the seller of the Subject Vehicle and does not bear liability as a seller for non-conformity with the contract with respect to the quality, performance, or condition of the vehicle itself. However, within the conditions and scope set forth in these Terms of Service and the Venue Rules, the Company shall, for the benefit of the User, file claims and exercise other rights as reasonably necessary, and shall deliver to the User any money or other benefits obtained thereby after deducting the costs and other amounts set forth in these Terms of Service. The Company does not guarantee that such exercise of rights will result in a return, cancellation of the contract, price reduction, compensation, or any other particular result.

4.Notwithstanding the preceding two paragraphs, where the Company itself, as seller, sells to a User a vehicle that the Company has acquired or holds for its own account and not for the account of the User, such transaction shall constitute a sales contract between the Company and the User, and the Company shall bear liability as seller under laws and regulations and such sales contract.

5.Pursuant to the proviso of Article 553 of the Commercial Code, the Company and the User agree that, even if an auction venue operator, a lister, a winning bidder, or any other counterparty to a transaction fails to perform its obligations, the Company shall not be responsible for performing such obligations on behalf of that counterparty or for guaranteeing their performance. However, this shall not apply where damage is caused to the User by the willful misconduct or gross negligence of the Company, or in any other case where the Company cannot be exempted from liability under laws and regulations.

1.Any person wishing to use the Service shall agree to these Terms of Service and apply for use by the method prescribed by the Company.

2.The Company may decline to approve an application if it determines that the applicant falls under any of the following items.

• The applicant has provided false information in the application
• The applicant has previously violated these Terms of Service or a contract with the Company
• The applicant is found to fall under, or to be involved with, Anti-Social Forces or the like as defined in Article 12, Paragraph 1
• The applicant is a minor, an adult ward, a person under curatorship, or a person under assistance, and has not obtained the consent of a legal representative or the like or completed other necessary procedures
• There are other grounds equivalent to the preceding items, and the Company determines, based on reasonable grounds, that it is not appropriate to provide the Service

3.If the Company does not approve an application pursuant to the preceding paragraph, the Company shall notify the applicant to that effect. However, the Company shall not be obligated to disclose the reasons for non-approval.

1.Based on the User's entrustment, the Company performs the Buying Service, the Selling Service, and services incidental thereto.

2.The Company does not guarantee that a winning bid or a sale will be achieved at an Auction.

3.The Company may change, add to, or discontinue the content of the Service. In such case, the Company shall give advance notice of the details and timing of such change, addition, or discontinuation by posting on the Company's website or by other appropriate means.

4.Any change, addition, or discontinuation under the preceding paragraph shall not affect the content of Individual Contracts already concluded.

1.As consideration for the Service, the User shall bear the agency fee separately determined by the Company, as well as the winning bid amount, auction venue fees, transport fees, transfer of registration costs, and other actual costs (collectively, the "Service Fees").

2.Before an Individual Contract is concluded, the Company shall present to the User, by means of a quotation or otherwise, the amount of the agency fee and the items and amounts of actual costs that can be estimated as of the time the Individual Contract is concluded. However, except where a quotation or other document expressly states that an amount is fixed, the amounts of actual costs shall be approximate amounts as of the time of quotation. If actual costs increase or decrease due to changes in charges by auction venues, vehicle transport operators, or other third parties, the condition or location of the Subject Vehicle, the storage period, registration conditions, or other circumstances that are difficult to reasonably determine as of the time the Individual Contract is concluded, the User shall bear the reasonable actual costs actually incurred. If an increase in such actual costs becomes known, the Company shall notify the User promptly, to the extent reasonable.

3.Service Fees already received by the Company shall not be refunded, except as otherwise provided in these Terms of Service. However, in the event that the Service is not provided due to reasons attributable to the Company, and with respect to any remaining balance after deducting actual costs and other expenses that the Company has already disbursed or for which the Company has incurred a payment obligation to a third party, the Company shall settle and refund such amounts.

4.If the User delays payment of the Service Fees, the User shall pay the Company late payment damages at the rate of 14.6% per annum from the day following the payment due date until the date on which payment is made in full.

5.Where the Company owes the User monetary obligations such as sale proceeds, refunds, or settlement amounts, the Company may, to the extent permitted by laws and regulations, set off such obligations against any monetary obligations owed by the User to the Company that have become due, including Service Fees, advances, expenses, and damages, in their equivalent amounts.

1.When applying for the Buying Service, the User shall present the vehicle model, model year, mileage, maximum budget, and other conditions required by the Company.

2.The Company shall bid in accordance with, and within the scope of, the maximum budget and other conditions presented by the User and the User's individual instructions. Except as otherwise provided in the Individual Contract or the User's individual instructions, the bid price, bidding method, timing of bids, continuation or cessation of bidding, and other matters relating to the conduct of bidding shall be determined by the Company at its reasonable discretion. The Company shall not bid in excess of the maximum budget presented by the User.

3.The transaction under the Individual Contract becomes final when a winning bid is confirmed, and the User may not cancel such winning bid. However, this shall not apply where a winning bid contrary to the User's instructions is made due to reasons attributable to the Company.

4.The contents of auction listing sheets and inspection sheets are based on the evaluation of each auction venue, and the Company does not guarantee their accuracy. However, this shall not apply where the Company has incorrectly communicated the contents of a listing sheet or the like to the User.

5.After receiving delivery of the Subject Vehicle, the User shall promptly check its condition, and if the User discovers any discrepancy from the descriptions in the listing sheet or inspection sheet, any defect, or any other matter that may be the subject of a claim under the Venue Rules, the User shall notify the Company of the details and provide the photographs, videos, and other materials requested by the Company by the deadline separately specified by the Company. Upon receiving such notice and materials, the Company shall file claims and take other measures as reasonably necessary, to the extent that rights can be exercised under the Venue Rules. However, the Company does not guarantee that such claim will be accepted or upheld, or that a return, cancellation of the contract, price reduction, compensation, or any other particular result will be obtained. If the User fails to give notice or provide the necessary materials by the deadline prescribed by the Company and, as a result, it becomes impossible to file a claim or otherwise exercise rights under the Venue Rules, the Company shall not be liable for any damage incurred by the User as a result. However, this shall not apply where this is due to reasons attributable to the Company.

6.If the User fails to pay the Service Fees after a winning bid, the Company may, after issuing a demand specifying a reasonable period, terminate the Individual Contract and dispose of the Subject Vehicle at its discretion. In such case, the Company may apply the proceeds obtained from such disposal to the User's obligations and, if there is still a shortfall, claim the shortfall from the User.

1.The User warrants that the User has legitimate ownership of, or authority to dispose of, the Subject Vehicle. If the Subject Vehicle is subject to retention of title, a lease, a pledge, or any other restriction of rights or security interest, the User shall notify the Company thereof in advance.

2.The User shall notify the Company in advance of the repair history, accident history, defects, modifications, actual mileage, and other material matters of the Subject Vehicle.

3.The reserve price for a listing shall be determined through consultation between the User and the Company.

4.The Company shall keep the Subject Vehicle entrusted to it by the User for the Selling Service with the due care of a prudent manager.

5.The Company shall pay the User the remaining balance of the sale proceeds after deducting auction venue fees, the agency fee, and other Service Fees, by bank transfer to a financial institution account designated by the User, within 14 days after payment is made by the venue operator to the Company. Bank transfer fees shall be borne by the User.

6.If, after the sale, the winning bidder files a claim within the period specified in the Venue Rules, the User shall accept a price reduction, return, re-inspection, or the like in accordance with the Venue Rules.

7.If a claim, price reduction, return, re-inspection, or the like arises from insufficient or incorrect disclosure by the User, the costs arising therefrom shall be borne by the User, even after the termination of the Individual Contract. However, this shall not apply to any portion attributable to reasons for which the Company is responsible.

1.The Subject Vehicle shall be delivered at a location designated by the Company or at a location designated in advance by the User.

2.Ownership of a Subject Vehicle under the Buying Service shall transfer from the Company to the User when the User has paid the Service Fees in full.

3.The User shall bear the risk of loss, damage, and any other risk relating to the Subject Vehicle arising after the completion of delivery of the Subject Vehicle. Loss, damage, delay, or other accidents occurring in the course of vehicle transport or other handling by third parties before the completion of delivery shall be governed by Paragraph 7.

4.The User shall, at the User's own responsibility, promptly submit to the Company the documents required for the transfer of registration.

5.Storage fees, re-transport fees, and other costs arising from the User's delay in submitting documents shall be borne by the User. However, this shall not apply to any portion attributable to reasons for which the Company is responsible.

6.The automobile tax (type-based portion), automobile weight tax, compulsory automobile liability insurance premiums, recycling fees, and other taxes, public charges, and the like relating to the vehicle shall be apportioned based on the delivery date, by the method separately determined by the Company.

7.Where the Company acts as an intermediary for, or arranges, the vehicle transport or other carriage of the Subject Vehicle by a third party, such carriage shall be performed by a vehicle transport operator or other third party. The Company shall not be liable for any loss, damage, delay, or other harm to the Subject Vehicle due to reasons attributable to such third party, except where the Company has failed to exercise due care with respect to the receipt, storage, or delivery of the Subject Vehicle, the selection of the carrier, or any other aspect of acting as an intermediary for or arranging the carriage. Where the Company is able to make a claim against such third party for damages, insurance proceeds, or otherwise, the Company shall exercise the necessary rights to a reasonable extent in accordance with the terms of carriage, insurance conditions, and other applicable conditions, and shall deliver to the User any money or other benefits obtained thereby after deducting the reasonable costs required for such procedures.

1.The User may cancel an application by the method prescribed by the Company only before the Company begins bidding. In such case, the User shall bear the actual costs actually incurred by the Company up to that point.

2.The User may terminate an Individual Contract to the extent permitted by laws and regulations. However, such termination shall not affect the validity of any sales contract or other transaction concluded by the Company in its own name with an Auction or any other third party before the termination.

3.If the termination under the preceding paragraph is made after a transaction has been concluded through bidding, a winning bid, listing, sale, or otherwise by the Company, the User shall bear the vehicle price, fees, cancellation charges, penalties, transport fees, storage fees, re-listing costs, and all other reasonable costs and damages that the Company has already borne or will bear based on such transaction. Where it is deemed reasonable for the Company to dispose of the Subject Vehicle, the Company may dispose of it by an appropriate method and apply the proceeds of such disposal to the User's obligations.

4.If the User is a Consumer, the damages or penalties borne by the User under the preceding paragraph shall not exceed the extent permitted under the Consumer Contract Act and other mandatory laws.

5.The User may not request that the Company accept a return or exchange of a Subject Vehicle acquired through the Service on the grounds of its quality, performance, condition, or the like. However, this shall not preclude the Company's exercise of rights under Article 3, Paragraph 3, and shall not apply where there are reasons attributable to the Company or where the Company is the seller.

1.In using the Service, the User shall not engage in any act that falls under, or is likely to fall under, any of the following items.

• Acts that violate laws and regulations or public order and morals
• Acts related to criminal activity
• Acts that infringe the rights, interests, or reputation of the Company, other Users, or third parties
• Acts of registering or providing false information
• Acts of reselling or re-marketing the Service, or otherwise using it for commercial purposes, without the Company's consent
• Acts that interfere with the Company's business or damage the Company's credibility
• Acts of providing benefits to, or otherwise being involved with, Anti-Social Forces
• Other acts equivalent to the preceding items that are reasonably deemed to interfere with the proper operation of the Service

2.The Company may suspend the provision of the Service to a User who has violated the preceding paragraph, or terminate the contract based on these Terms of Service or any Individual Contract. Even in such case, the Company's right to claim damages against the User shall not be impaired.

1.The User represents and warrants that neither the User nor its officers or other persons substantially involved in its management fall under, and will not in the future fall under, any of the following: an organized crime group (boryokudan), a member of an organized crime group, a person for whom five years have not passed since ceasing to be a member of an organized crime group, a quasi-member of an organized crime group, a company affiliated with an organized crime group, a corporate racketeer (sokaiya) or the like, a person engaging in criminal activities under the pretext of social campaigns or the like, a specialized intelligent crime group or the like, or any other person equivalent to any of the foregoing (collectively, "Anti-Social Forces").

2.The User shall not, whether by itself or through a third party, engage in violent demands, unreasonable demands beyond legal responsibility, threatening words or deeds or the use of violence, acts of damaging the Company's credibility or interfering with the Company's business by spreading rumors or by using fraudulent means or force, or any other acts equivalent to any of the foregoing.

3.If the User violates either of the preceding two paragraphs, the Company may immediately terminate all or part of the contract based on these Terms of Service and any Individual Contract, without any demand or other procedure.

4.Even if the User incurs damage as a result of termination under the preceding paragraph, the Company shall not be liable, except where such damage is due to reasons attributable to the Company. In such case, the Company may claim from the User compensation for any damage incurred by the Company as a result of such termination.

1.The Company may suspend or interrupt the provision of all or part of the Service if it determines that any of the following grounds exists. In such case, the Company shall endeavor to notify Users in advance to the extent possible.

• When performing maintenance, inspection, or updates of systems
• When provision becomes difficult due to an earthquake, lightning, fire, power outage, spread of infectious disease, or other force majeure
• When operation becomes difficult due to the closure of an auction venue or other circumstances
• When there are other grounds equivalent to the preceding items and the Company determines, based on reasonable grounds, that the suspension or interruption of the Service is necessary

2.The Company shall not be liable for any damage incurred by Users or third parties as a result of suspension or interruption under the preceding paragraph, except where such damage is due to reasons attributable to the Company.

1.The Company does not guarantee the fitness for a particular purpose, usefulness, or certainty of the Service. However, this provision shall not preclude the performance of the obligations borne by the Company under these Terms of Service.

2.If the User incurs damage due to reasons attributable to the Company, the Company shall be liable for damages to the extent set forth in the following paragraph.

3.The scope of damages under the preceding paragraph shall be limited to direct and actual damages that would ordinarily arise, and shall not exceed the amount of the agency fee received by the Company in connection with the relevant Individual Contract. However, this shall not apply where the Company has acted with willful misconduct or gross negligence.

4.The Company shall not be liable for any dispute arising between a User and a third party, except where there are reasons attributable to the Company.

5.Where the User is a Consumer, the provisions of this Article and other provisions of these Terms of Service concerning the exemption or limitation of the Company's liability shall not apply to the extent that their effect is not recognized under the Consumer Contract Act or other laws and regulations.

1.The Company shall appropriately handle the personal information of Users obtained in providing the Service in accordance with its separately established Privacy Policy.

2.To the extent necessary for providing the Service, the Company entrusts the handling of Users' personal information to auction venue operators, vehicle transport operators, contractors for registration procedures, and other contractors. In such case, the Company shall exercise necessary and appropriate supervision over such contractors in accordance with the Act on the Protection of Personal Information.

1.In any of the following cases, the Company may amend these Terms of Service without the individual consent of Users, in accordance with Article 548-4 of the Civil Code.

• Where the amendment conforms to the general interests of Users
• Where the amendment does not contradict the purpose of the contract and is reasonable in light of the necessity of the amendment, the appropriateness of the amended content, the details of the amendment, and other circumstances relating to the amendment

2.In making an amendment under the preceding paragraph, the Company shall determine the content of the amended Terms of Service and their effective date, and shall, a reasonable period before the effective date, give notice of the fact of the amendment, the amended content, and the effective date by posting on the Company's website or by other appropriate means.

3.The amended Terms of Service shall take effect upon the arrival of the effective date set forth in the preceding paragraph.

4.The provisions of the preceding three paragraphs shall not apply to the provisions concerning the Subject Vehicle, the winning bid amount, and the Service Fees in Individual Contracts already concluded.

1.General notices concerning the Service as a whole shall be given by posting on the website or by other means.

2.Among the notices referred to in the preceding paragraph, important notices concerning the Individual Contract of a specific User shall be given by transmission to the email address registered with the Company or other contact prescribed by the Company, or by other appropriate means.

3.If there is any change in the registered information, the User shall promptly notify the Company of the change by the method prescribed by the Company. The Company shall not be liable for any disadvantage incurred by the User as a result of failing to make such notification.

The User may not, without the prior written consent of the Company, assign to a third party or provide as security its contractual position under these Terms of Service or all or part of its rights and obligations under these Terms of Service.

1.Even if any provision of these Terms of Service or any part thereof is held invalid or unenforceable under laws and regulations, the remaining part of such provision and all other provisions shall continue in full force and effect.

2.In the case of the preceding paragraph, the Company and the User shall consult in good faith and make the necessary amendments so as to achieve valid content that most closely reflects the intent of the part held invalid or unenforceable.

1.The laws of Japan shall be the governing law for the interpretation of these Terms of Service.

2.If a dispute arises between the Company and a User in connection with the Service, the district court or summary court having jurisdiction over the location of the Company's head office shall be the agreed court of jurisdiction for the first instance. However, where the User is a Consumer, this shall not preclude the User from filing an action with a court having jurisdiction under laws and regulations.