Terms and Conditions
Effective Date: 18 November 2016
These Terms and Conditions set forth the terms and conditions for providing the Services (as defined below), and the rights and obligations between the Company and registered users of the Services. You must read and agree to the entire Terms and Conditions before using the Services.
Article 1 Applicability
1. The purpose of these Terms and Conditions is to set for the the terms and conditions for providing the Services and the rights and obligations between the Company and the Registered Users (as defined below), and these Terms and Conditions shall apply to all aspects of the relationship between you and the Company in connection with the Services.
2. Any rules for use of the Services posted on our website at https://www.miignon.com shall constitute an integral part of these Terms and Conditions.
3. If there is any conflict between these Terms and Conditions and the Rules or any other description of the Services not provided for herein, these Terms and Conditions will prevail.
Article 2 Definitions
For purposes of there Terms and Conditions, the following terms have the following meanings.
(1) “Service Agreement” means not only these Terms and Conditions but also any other agreements relating to the Services to be executed between the Company and the Registered User.
(2) “IP Rights” means copyrights, patents, trade marks, utility rights, design rights and other intellectual property rights (including rights to obtain or to apply for registration of such rights).
(3) “Posted Data” means any content, including but not limited to text, images, animation and other data, that is posted or otherwise transmitted by the Registered User hereunder.
(4) “Company” means ETSURI LTD.
(5) “Website” means such website as may be from time to time operated by the Company, whose domain name is miignon.com (or if such website’s domain name or content has been modified for any reasons, such modified website).
(6) “Registered User” means any person or entity that has been registered as a user of the Services pursuant to Article 3 (Registration).
(7) “Services” means any and all services provided by the Company under the name Etsuri (or if such name of the content of such services has been modified for any reasons, such modified services).
Article 3 Registration
1. A person wishing to use the Services (a “Candidate”) may apply to the Company for registration to use the Services by agreeing to comply herewith and providing certain information as specified by the Company (the “Registration Information”) in accidence with such manner as may be prescribed by the Company.
2. In order to access certain features of the Company Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a user of the Services (“User”) who has registered an account on the Website or App (“Account”), or has a valid account on the social networking service (“SNS”) through which the User has connected to the App (each such account, a “Third-Party Account”).
3. The Company shall determine whether to register a Candidate who made an application pursuant to the first paragraph of this Article 3 (an “Applicant”) in accordance with the Company’s criterion, and shall notify the Applicant of it’s approval, if the Company determines to do so. The Applicant’s registration as a Registered User shall be completed upon the notice by the Company pursuant to this paragraph.
4. Upon completion of the registration pursuant to the foregoing paragraph, the Service Agreement shall become effective between the Registered User and the Company, allowing the Registered User to use the Services pursuant to these Terms and Conditions.
5. The Company reserves the rights to refuse registration or re-registration of any Applicant without any obligation to disclose the reasons, in the event that:
(i) Any or all of the Registration Information provided by the Applicant to the Company is found to be false, inaccurate or omitted:
(ii) The Applicant is a minor, adult ward, or person under curatorship or assistance, for which approval has not been obtained from such Applicant’s legal representative,guardian, curator or assistant;
(iii) The Applicant was determined by the Company to (i) constitute an organized crime group or a member thereof, rightist organization anti-social force, or other similar person or entity (“Antisocial Force”), (ii) have any interaction or involvement with an Antisocial Force, or (iii) assist or be involved in the maintenance, operation or management of an Antisocial Force by way of finance or other means;
(iv) The Applicant was determined to have been in violation of any agreements with the Company, or to have involvement with a defaulting party of any such agreements;
(v) The Applicant has suffered any of the measures under Article 10; or
(vi) In addition to the foregoing the Company deems the registration inappropriate.
Article 4 Access Through a SNS
If you access the Services through a SNS, you may link your Account with Third-Party Accounts, by allowing the Company to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to the Company and/or grant the Company access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by such third-party service providers. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the App. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND COMPANY DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.
Article 5 Change to Registration Information
The Registered User shall promptly notify the Company of any change to the Registration Information in accordance with such manner as prescribed any the Company.
Article 6 Password and User ID Management
1. The Registered User shall be responsible for keeping and maintaining its password and user ID for the Services in an appropriate manner, and may not cause a third party to use, or provide, transfer, change the name of, sell or otherwise dispose of, the same.
2. The Registered User shall be, and the Company shall in no event, be liable for damages arising out of inappropriate management, misuse, or use of the Registered User’s password or user ID by a third party.
Article 7 Fees and Payment Method
1. In consideration of the Services hereunder, the Registered User shall pay to the Company such a fee as may be established by the Company and indicated on the Website, pursuant to the payment method as designated by the Company.
2. If you purchase any of our paid Services, you agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide the Company with a valid credit or debit card (Visa, MasterCard, or any other issuer accepted by us) or Stripe account (“Payment Provider”), or purchase order information as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit or debit card or Stripe account, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing the Company with your credit or debit card number and associated payment information, you agree that the Company is authorised to immediately invoice your Account for all fees and charges due and payable to the Company hereunder and that no additional notice or consent is required. You agree to immediately notify the Company of any change in your billing address or the credit or debit card used for payment hereunder. The Company reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Company Properties or by e-mail delivery to you.
3. You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you create your Account and select your annual package (each, a “Service Commencement Date”). Except as set forth in the Terms, all fees for the Services are non-refundable. No contract will exist between you and the Company for the Services until the Company accepts your order by a confirmatory e- mail, SMS/MMS message, or other appropriate means of communication.
4. Your subscription will continue indefinitely until terminated in accordance with the Terms. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at the Company’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at any time prior to the Renewal Commencement Date by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please log in and go to the “Billing” page on your “Settings” page. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize the Company to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if the Company does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that the Company may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
5. The Company’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to the Company, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify the Company for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that the Company is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Article 8 App Stores
You acknowledge and agree that the availability of the App is dependent on the App Store from which you received the App license. You acknowledge that the Terms are between you and the Company and not with the App Store. The Company, not the App Store, is solely responsible for the Company Properties, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Company Properties, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Company Properties, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.
Article 9 Indemnification
You agree to indemnify and hold the Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Company Properties; (b) your violation of the Terms; or (c) your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you.
Article 10 Prohibited Actions
When using the Services hereunder, the Registered User may not conduct any of the following acts or any act that the Company determines fall under any of the following;
(1) acts that violate any laws or regulations or that are associated with criminal activity;
(2) acts that defraud or threaten the Company, other Registered User or other third parties;
(3) acts against public order and good morals;
(4) acts that infringe any IP Right, portrait rights, privacy rights, reputation or other rights or profit of the Company, other Registered Users or other third parties;
(5) acts to transmit to other Registered Users, through the Services, any of the following or any transmissions that the Company determines includes under any of the following;
- Excessively violent or cruel content;
- Making unjustified accusations against other user(s).
- Engaging in a pattern of behaviour that constitutes harassment of a targeted person or persons, such as. by making threats, repeated annoying and unwanted contacts, repeated personal attacks, or posting personal information.
- Hate speech, racial, sexual, homophobic, ageist, religious, political, ethnic, or other epithets directed against another contributor.
- Using someone's affiliations as a means of dismissing or discrediting his or her views. Pointing out a relevant conflicts of interest is not included.
- Personal attacks, including hurtful, insulting, or hostile comments.
- computer viruses or other hazardous computer programs;
- content that damage the reputation or the credit of the Company, other users of the Services or other third parties;
- excessively indecent content;
- content that encourages discrimination;
- content that encourages suicide or self-mutilation;
- antisocial content;
- content for the purpose of disbursing information, such as chain mails;
- content for the purpose of encountering unacquainted persons of the opposite sex;
(6) acts that place an excessive burden on the network or system of the Services;
(7) acts that threaten to interrupt the operation of the Services;
(8) acts to access or attempt to access the system or network of the Services improperly;
(9) acts to impersonate a third party;
(10) acts to use the user ID or password of other users of the Services;
(11) acts of exploration, advertisement, soliciting or marketing without the Company’s prior consent;
(12) acts to collect information of other users of the Services;
(13) acts that cause disadvantage, damage or uncomfortable feelings to other users of the Services or other third parties;
(14) acts that violate the Rules;
(15) acts to provide Antisocial Forces with profit;
(16) acts that are intended to encounter unacquainted persons of the opposite sex;
(17) Posting spam
(18) Posting copyrighted works
(19) acts that, directly or indirectly, evoke or facilities acts listed in the preceding items; or
(20) other acts that the Company deems to be inappropriate.
Article 11 Suspension of the Services
1. The Company shall be entitled to, without any advance notice to the Registered User, suspend or discontinue the Services, in whole or in part, in the event that:
i) Inspection or maintenance of the computer system for the Services needs to be performed due to urgent circumstances;
ii) Computers or communication lines have been disrupted due to an accident;
iii) The Company becomes unable to provide the Services due to force majeure, including but not limited to earthquake, lightning, fire, storm and flood damage, power blackout and other natural disasters; or
(iv) The Company determines that suspension or discontinuance is required for other reasons.
2. Under no circumstances shall the Company be liable for any damages incurred by the Registered User arising out of any measures taken by the Company pursuant to this Article 10.
Article 12 Ownership of Rights
1. Any and all IP Rights related to the Website and the Services are expressly reserved by the Company or the Company’s licensor. Nothing contained herein shall be constructed as granting to the Registered User a license of the IP Rights owned by the Company or the Company’s licensor.
2. The Registered User hereby represents and warrants to the Company that it has lawful rights to post or otherwise transmit the Posted Data, and that the Posted Data so posted does not infringe any third party’s rights.
3. The Registered User hereby grants to the Company a worldwide, non-exclusive, royalty-free, and sublicensable and transferable license to use, reproduce, distribute, make, express and create derivative works of the Posted Data. In addition, the Registered Users a non-exclusive license to use, reproduce, distribute, make, express and create derivative works of the Posted Data posted or otherwise transmitted by the Registered User using the Services.
4. The Registered User hereby agrees not to exercise moral rights against the Company or any other person who succeeded to the same from the Company or a licensee thereof.
Article 13 Registration Cancellation
1. The company may, without prior notice or demand, delete the Posted Data, or temporarily suspend the use by the Registered User of the Services, cancel the Registered User’s registration as such or terminate the Service Agreement, in the event of any of the following:
(i) The Registered User failed to comply with any of provisions hereof.
(ii) Any of the Registration Information is found to be false;
(iii) The Registered User underwent payment suspension or became insolvent, or a petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other similar procedure was filed against the Registered user;
(iv) The Registered User has not used the Services for  months, or more;
(v) The Registered User has not responded to inquiries from the Company or other communications requiring its response for [30 days] or more;
(vi) The Registered User falls under any of the subparagraphs of Article 3.4; or
(vii) In addition to the foregoing, if the Company determined that it is not inappropriate for the Registered User to use the Services, maintain its registration as a Registered User, or have the Service Agreement remain in effect.
2. If one or more of events specified above occurred, all amounts owned to the Company by the Registered User shall be automatically accelerated, and the Registered User shall immediately pay to the Company such amounts in full.
3. The Company shall not be liable for any damages incurred by the Registered User arising out of, or in connection with, any actions taken by the Company pursuant to this Article 10.
Article 14 Withdrawal
1. The Registered User may withdraw from the Services and cancel its registration as a Registered User by giving notice to the Company to that effect and pursuant to such manners as specified by the Company.
2. Upon withdrawal, all amounts then due and payable from or to the Registered User, if any, shall be automatically accelerated, and the Registered User shall immediately pay to the Company such amounts in full.
3. Treatment of user information after the withdrawal shall be subject to the provisions of Article 15.
Article 15 Service Modification and Termination
1. The Company shall be entitled to at any time modify or terminate the Services in its own discretion. The Company shall notify in advance the Registered User of any intended termination by the Company of the Services.
2. The Company shall not be liable for any damages incurred by the Registered User arising out of, or in connection with, any actions taken by the Company pursuant to this Article 12.
Article 16 Disclaimer and Waiver of Warranties
1. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES (including but not limited to any representation or warranty (i) of fitness or suitability for a particular purpose contemplated by the Registered User, (ii) that the Services have expected functions, commercial value, accuracy, or usefulness, (iii) that the use b the Registered User of the Services complies with the laws and regulations applicable to the Registered User or any internal rules established by industrial organizations, and (iv) that the Services will be free of interruption or defects).
2. Under no circumstances shall the Company be liable for any damages incurred by the Registered User arising out of discontinuance, suspension, termination, unavailability, or modification by the Company of the Services, cancellation or loss of messages or information transmitted by the Registered User to the Services, deletion of the registration of the Registered User, loss of registered data or failure of or damage to equipment through the use of the Services, or otherwise in connection with the Services (“Damages”)
3. The Company shall not be liable for any amount exceeding the consideration paid by the Registered User to the Company for the immediately previous [12 months] in relation to Damages incurred by the Registered User that are attributable to the Company for any reasons whatsoever. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, FUTURE DAMAGES AND LOST PROFITS.
4. The Company shall not in any way be liable for transactions, communications or disputes arising between the Registered User and other Registered Users or a third party in connection with the Services or the Website.
Article 17 Confidentiality
The Registered User shall keep confidential any and all non-public information disclosed by the Company to the Registered User for which the Company has imposed on the Registered User a confidentiality obligation in connection with the Services, unless the Registered User has obtained prior written approval from the Company.
Article 18 Treatment of User Information
2. The Company may, in its sole discretion, use or make public any information or data provided by the Registered User to the Company as statical information in a form that cannot identify an individual, and the Registered User may not challenge or dispute such use.
Article 19 Amendments
The Company reserves the right to amend or change these Terms and Conditions. In the event of any amendment or change to these Terms and conditions, the Company shall notify the Registered User thereof. If the Registered User uses the Services, or fails to take steps to cancel its registration within the time specified by the Company after the notice set forth above, the Registered User shall be deemed to have agreed to such amendment or change to these Terms and Conditions.
Article 20 Notice
Any inquiries with respect to the Services or other communications or notices from the Registered User to the Company, or the notices concerning any amendment to those Terms and Conditions or other communications or notices from the Company to the Registered User shall be made in accordance with the procedures specified by the Company.
Article 21 Assignment
1. The Registered User shall not assign, transfer, grant security interests in or otherwise dispose of its status under the Service Agreement or its rights or obligations under these Terms and Conditions without the prior written consent of the Company.
2. In cases where the Company has assigned the business regarding the Services to a third party, the Company may, as part of such assignment, assign to such third party its tat us under the Service Agreement, its rights and obligations under these Terms and Conditions, and the Registration Information and other information relating to the Registered User, and the Registered User hereby agrees to such assignment in advance. For the purposes of this Article 18.2, the business assignment referred to above shall include, in addition to the usual form of business assignment, a split of the Company or any other form of restructuring of the Company that would result in a business transfer.
Article 22 Severability
If any provision of these Terms and Conditions or part thereof is held to be invalid or unenforceable under the laws of the United Kingdom or other laws or regulations, the remaining provisions hereof shall remain in full force and effect.
Article 23 Governing Laws and Jurisdiction
1. These Terms and Conditions shall be governed by the Laws of the United Kingdom. If there are sales of goods in the Services, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.