Terms of service

1. Application of These Terms

These Tokyo Dealers Stock Terms of Service (the “Terms”) apply to all use of the Service, as defined below, provided by Dealers Stock Inc. (“we,” “us,” or “our”).

Users must use the Service in accordance with these Terms and may not use it unless they agree to them. A User is deemed to have agreed to these Terms when using the Service.

Users must also comply with the Service Information described below.

If a translation of these Terms is prepared, the Japanese version will prevail in the event of any inconsistency.

2. Definitions

“Artwork” means fine art and other products sold through the Service.
“Artwork Page” means a page on Our Website containing information about an individual Artwork.
“Our Website” means the website operated by us at https://tokyodealersstock.com, including any replacement domain.
“Sales Contract” means a contract for the sale and purchase of an Artwork between us and a User under these Terms.
“Anti-Social Forces” means organized crime groups, their members or associates, related companies, corporate racketeers, groups claiming to advocate social or political causes, special intelligence violent groups, and equivalent persons or organizations.
“Laws and Regulations” means laws, regulations, notices, policies, guidelines, and other judicial or administrative rules.
“Service Agreement” means the agreement governing use of the Service between us and a User under these Terms.
“Service” means the service provided by us under the name Tokyo Dealers Stock, including any renamed service.
“Service Information” means notices, guidelines, manuals, precautions, our Shipping Policy, our Return and Refund Policy, and other information concerning use of the Service that we notify to Users or publish on Our Website.
“User” means a person who applies to use the Service in the manner specified by us after agreeing to these Terms and whose application we accept.
“User Information” has the meaning given in Section 4.

3. Formation of the Service Agreement

The Service Agreement is formed when we accept an application submitted in our prescribed manner. We may decline an application at our discretion and are not required to disclose the reason.

4. User Information

Users must provide the information we specify when applying to use the Service and promptly notify us of any changes. We are not liable for loss caused by a failure to provide such notice.

We handle personal information in accordance with our Privacy Policy, and Users consent to such handling.

Notwithstanding other provisions of these Terms, we may freely use information acquired in connection with use of the Service after statistically processing it.

Users must promptly provide materials, information, or other cooperation reasonably requested by us. We are not liable if we cannot provide the Service because a User fails to do so.

5. Conditions of Sale

Artworks are generally works circulated on the secondary market and are ordinarily unique. If more than one User applies to purchase the same Artwork, we will sell it only to the User whose Sales Contract is formed first.

Users acknowledge that, due to the nature of pre-owned artworks, an Artwork may have minor scratches, stains, soiling, discoloration, age-related deterioration, or damage to framing, mounting, or accessories arising during creation, storage, display, or circulation.

Users also acknowledge that color, texture, and other visual characteristics shown on an Artwork Page may differ from the actual Artwork because of photography, display devices, or other circumstances.

6. Authenticity and Artwork Information

We make commercially reasonable efforts regarding authenticity, meaning that an Artwork is an original work by the artist identified on its Artwork Page, but we do not guarantee authenticity in every case. Information including the artist, year, materials, dimensions, provenance, and seals represents our opinion based on materials available to us and our research and does not establish the existence of an appraisal by a particular institution. Users purchase Artworks at their own responsibility with an understanding of these points, and we accept no liability for resulting loss.

7. Formation of a Sales Contract

A User must apply to purchase an Artwork by the method we specify. A Sales Contract is formed when we send notice accepting the application. An automated acknowledgment of receipt does not constitute acceptance.

We may decline an application or cancel a Sales Contract if the Artwork has already been sold; an Artwork Page contains an error; we reasonably determine that the User has breached or may breach these Terms; delivery, export, or import is restricted by applicable law because of the User's country or other circumstances; or we otherwise reasonably determine that the transaction is inappropriate. If we have received payment, we will refund it and will have no further liability.

8. Payment

The sale price is shown on the Artwork Page. Users must pay by a method and by the deadline specified by us. Payment processing may be outsourced, and Users must comply with the payment provider's terms.

Prices and payments may be displayed or processed in a currency converted at the exchange rate determined by our payment platform according to the User's country or region. We do not guarantee that rate. Exchange rates for refunds are governed by our Return and Refund Policy.

If a User delays payment of any amount due under these Terms, the User must pay late charges at 14.6% per year, calculated on a 365-day basis, together with the outstanding amount.

9. Customs and Taxes

We pay customs duties, import VAT, and other public charges imposed in the User's country on import. If a carrier or another third party asks a User to pay such an amount, the User must contact us promptly before paying. If the User has already paid, we will reimburse the amount after receiving supporting documentation.

10. Delivery, Title, and Risk

After payment is completed, we ship the Artwork through a carrier selected by us in accordance with our Shipping Policy. Users acknowledge that delivery may be delayed by shipping conditions, customs procedures, traffic, weather, natural disasters, or other causes.

Title to and risk of loss of or damage to an Artwork transfer to the User upon delivery. If the User refuses or is unable to receive it without reasonable grounds, title and risk transfer when we tender delivery. If the Artwork is returned to us in that situation, we may charge the User for reshipment and storage.

11. Returns and Refunds

Returns and refunds are governed by these Terms and our Return and Refund Policy.

12. Import Restrictions

Users are responsible for checking and complying with the laws of their country concerning import of an Artwork, including import controls, cultural property rules, and the Convention on International Trade in Endangered Species of Wild Fauna and Flora. We are not liable if an Artwork cannot be imported or is confiscated, destroyed, or otherwise disposed of under such rules.

13. Changes to These Terms

We may amend these Terms where the change conforms to Users' general interests, or where it does not conflict with the purpose of the Service Agreement and is necessary, appropriate, and reasonable. We will notify Users of the amended terms and effective date at least 14 days in advance. The amendment takes effect after that notice period. A Sales Contract already formed remains governed by the Terms in effect when it was formed.

14. Management of IDs and Passwords

Users are fully responsible for the use and management of IDs and passwords issued to them. Use through those credentials is deemed use by the relevant User. Users may not allow a third party to use their credentials or transfer, pledge, or otherwise dispose of them.

15. Prohibited Conduct

Users must not engage in, induce, or prepare for any of the following:

Violating applicable Laws and Regulations, including those governing foreign exchange, foreign trade, cultural property, exports, or imports
Using the Service as a means to commit a crime
Providing, transmitting, or displaying false or incomplete information
Failing without reasonable grounds to pay after applying to purchase an Artwork
Seeking or obtaining a return or refund through a false statement
Acquiring information about another User or a third party beyond what is necessary to use the Service
Transmitting or displaying personal information beyond what is necessary to use the Service
Conduct contrary to social norms or public order and morals, or content reasonably considered offensive
Infringing intellectual property or other rights of us, another User, or a third party
Posting tools or programs that disrupt or damage software or hardware
Reverse engineering, decompiling, disassembling, disrupting, or damaging the Service, servers, or networks
Using unintended behavior, altered data, or unauthorized programs to benefit oneself or another person, or developing, distributing, using, encouraging, soliciting, or assisting tools for such misuse
Using the Service for a purpose different from its intended purpose
Using another User's credentials or obtaining credentials from another User
Providing direct or indirect benefits to Anti-Social Forces in connection with the Service
Damaging the reputation or credit of us, another User, or a third party
Transmitting obscene, fraudulent, violent, or threatening material
Posting or displaying information that directs Users to sites we consider inappropriate, including adult sites, one-click fraud sites, or sites distributing malicious programs
Copying, reproducing, reposting, or redistributing the Service or its information without our prior written consent, whether or not protected by copyright
Any other conduct we reasonably consider inappropriate

16. Representations and Warranties

Users represent and warrant that information they provide, transmit, or display does not violate or threaten to violate law or third-party rights; is not false or incomplete; is not contrary to social norms or public order and morals; is not reasonably offensive; does not endorse, glorify, or encourage crime or Anti-Social Forces; does not damage the reputation or credit of any person; and is not otherwise reasonably considered inappropriate by us.

A User must compensate us for all loss caused by breach of these representations and warranties.

17. Termination or Suspension of the Service

We may terminate the Service at our discretion after giving prior notice by a method we consider appropriate.

We may suspend all or part of the Service without prior notice for scheduled or emergency maintenance; excessive access or unexpected system load; protection of User security; interruption of telecommunications services; computer viruses or cyberattacks not preventable through reasonable measures; epidemics, fire, power outage, natural disaster, or other force majeure; or another reasonably necessary cause.

We are not liable for loss caused by such measures, except with respect to delivery under an existing Sales Contract.

18. Cancellation of Registration and Related Measures

Without prior notice, we may cancel a User's registration or all or part of a Sales Contract if the User fails to pay, engages in prohibited conduct, or otherwise breaches these Terms; has previously been suspended or deregistered from this or another service we provide; becomes subject to attachment, provisional attachment, injunction, tax collection, or another governmental disposition; becomes subject to bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation proceedings; dissolves, other than through merger, or transfers all its business; suspends payment, including because a bill or check is dishonored; has its business suspended or license or registration revoked by a regulator; does not use the Service for at least six months; fails to respond for at least 30 days after we request a response; or is otherwise reasonably considered unsuitable to use the Service.

We may also cancel registration on at least seven days' notice. Instead of cancellation, we may suspend all or part of the Service for a period we determine. If a ground above occurs, all amounts owed to us become immediately due. We are not liable for loss caused by measures under this section.

19. Withdrawal

A User may withdraw from the Service by giving notice through the procedure specified by us.

20. Content and Specifications

We may change the content and specifications of the Service, including support, without prior notice, and Users may not object to such changes.

21. Outsourcing

We may outsource all or part of operations relating to the Service to a third party at our discretion.

22. Intellectual Property and License

Patents, copyrights, design rights, utility model rights, trademarks, and other intellectual property relating to the Service belong to us or the relevant right holder. Permission to use the Service does not grant any license beyond what is necessary to use it.

Users retain intellectual property rights in text, images, video, and other information they transmit or display, but grant us all rights necessary to use that information solely to provide and improve the Service.

Users receive a non-exclusive right to use the Service only for its intended purpose and may not sublicense it. Users may not reproduce, adapt, publicly transmit, or otherwise use content or information distributed through the Service beyond what is necessary to use it. The right to use the Service ends when registration is cancelled or the Service Agreement ends.

23. Disclaimers and Limitation of Liability

The Service is provided “as is” with functions available at the time of provision. We make no warranty that it will meet a particular purpose, include expected functions, achieve expected results, operate without defects, or produce any particular result.

A dispute between a User and a third party must be resolved at the User's responsibility and expense, without burdening us, and the User must compensate us for resulting loss. Users are responsible for backing up their data, and we are not liable for loss or damage to data.

Users are responsible for confirming compliance with laws and self-regulatory rules applicable to them. We do not guarantee the accuracy, currency, legality, completeness, or usefulness of information on linked third-party websites and are not liable for loss arising from them.

We are not liable for loss caused by viruses or cyberattacks not preventable through reasonable measures, epidemics, fire, power outage, natural disaster, or other force majeure.

Because the Service concerns artworks, information on an Artwork Page may include nudity or other images, video, or text that could conflict with public order or morals. We may display such material without alteration and are not liable for resulting loss.

Where we are liable for loss caused by our ordinary negligence, our liability is limited to fees actually received from the User during the three months preceding the event giving rise to liability and to direct and actual loss. We are not liable for indirect or special loss, including lost profits or business opportunities. Provisions excluding our liability apply where we are considered free from intent or negligence.

24. Third-Party Services

The Service may integrate with services operated by third parties such as Shopify, but we do not guarantee continued integration. Users use third-party services at their own responsibility, and we are not liable for resulting loss. Use is governed by the terms and agreements between the User and the third-party provider, which Users must review and comply with.

25. Confidentiality

Users and we must not, without the other party's consent, use information identified as confidential when disclosed (“Confidential Information”) for purposes other than use or provision of the Service, or disclose or leak it to a third party.

Confidential Information does not include information that was public when disclosed; later became public through no fault of the recipient; was already known to the recipient; was lawfully obtained from an authorized third party; or was independently created or developed. Personal information remains Confidential Information even if one of these exceptions applies.

Confidential Information may be disclosed as required by law or by a court or government authority. We may also use and provide it to third parties to the extent permitted by Section 14.

26. Notices

We may notify Users by posting on the Service or Our Website, or by sending email or documents to the email address or postal address registered in User Information, or by another method we consider appropriate. A posted notice takes effect when posted; an email or written notice takes effect when sent.

27. Term

The term of the Service Agreement is separately specified by us when a User applies under Section 3. It ends when the User withdraws, registration is cancelled, or the Service ends. Existing Sales Contracts survive termination and remain governed by the Service Agreement.

28. Exclusion of Anti-Social Forces

Users represent, warrant, and covenant that neither they nor their parent companies, subsidiaries, affiliates, officers, or key employees are or have a socially reprehensible relationship with Anti-Social Forces, and that five years have passed since any such status ceased. Users must not, directly or through a third party, make violent or unreasonable demands beyond legal responsibility; use threatening conduct or violence in a transaction; spread rumors, use fraud, or use force to damage our credit or obstruct our business; or engage in equivalent conduct.

If a User breaches this section, we may cancel registration or all or part of a Sales Contract and claim compensation for all loss. We are not liable for loss caused to the User by such cancellation.

29. Survival

Even after the Service Agreement ends, Sections 1, 2, 4, 5.2 and 5.3, 6, 7.3, 8, 10 through 12, 14.1, 15, 16, 17.3, 18, and 22 through 32 remain effective. Section 25 survives for three years after termination.

30. Assignment

Without our prior consent, Users may not assign, transfer, pledge, or otherwise dispose of any right, obligation, or contractual position under the Service Agreement. If we transfer the business relating to the Service, we may transfer our contractual position, rights, obligations, User Information, and other information about Users to the transferee, and Users consent in advance.

31. Severability

If any provision or part of these Terms is held invalid or unenforceable, the remaining provisions remain valid and enforceable. We and Users will endeavor to preserve an equivalent effect consistent with the purpose of the affected provision and agree to be bound by the modified Terms. Invalidity or unenforceability with respect to one User does not affect validity or enforceability with respect to other Users.

32. Governing Law and Jurisdiction

These Terms are governed by the laws of Japan. The Tokyo District Court or Tokyo Summary Court has exclusive agreed jurisdiction as the court of first instance over all disputes relating to these Terms.