MEMBER TERMS｜KISHUN AUCTION

MEMBER TERMS

KISHUN AUCTION

Article 1 (Purpose)

These Member Terms (hereinafter referred to as the “Member Terms”) set forth the eligibility requirements for participation in, and the operational rules, etc. of, the auction operated by YOUGO Co., Ltd. (hereinafter referred to as the “Company”) (such auction, hereinafter referred to as “KISHUN AUCTION”).

Article 2 (Definitions)

Unless otherwise separately defined in these Member Terms, the terms used herein shall have the meanings set forth below.

KISHUN AUCTION Online Site: The online site operated by the Company for KISHUN AUCTION (URL: https://kishun-auction.com/). If the name, URL, or other details thereof are changed, such changed online site shall be included.
Handled Products: Products whose listing has been approved by the Company for KISHUN AUCTION and which are posted on the KISHUN AUCTION Online Site.
Member: A person who has applied to the Company for membership in KISHUN AUCTION in accordance with Article 5, Paragraph 1 of these Member Terms, and whose application has been accepted by the Company.
Transaction Information: All information exchanged in KISHUN AUCTION, including but not limited to information regarding Handled Products, bids on and winning bids for Handled Products, participants, and sellers of Handled Products.

Article 3 (Operation)

The Company shall operate KISHUN AUCTION on the KISHUN AUCTION Online Site and shall provide Members with an environment in which they may use KISHUN AUCTION, subject to the conditions designated by the Company, by connecting from terminal devices (including hardware and software) managed by the Members to servers designated by the Company via telecommunication lines.
The names of the auction events held in KISHUN AUCTION and the principal categories of products handled in each event shall be as follows. The date and time of each event shall be notified by the Company to the Members by the method set forth in Article 26 (Notices).
1. Event Name: Gem Auction
2. Main Handled Products : Gemstones and Precious Metals
The Company shall operate KISHUN AUCTION in accordance with these Member Terms and the latest terms, rules, and manuals listed in the “KISHUN AUCTION Rules and Regulations List” separately provided on the KISHUN AUCTION Online Site (hereinafter collectively referred to as the “Rules, etc.”).
The Company may outsource operations relating to KISHUN AUCTION to third parties.

Article 4 (Amendment, etc. of the Rules, etc.)

The Company may, at its discretion and to the extent not contrary to applicable laws and regulations, add to, amend, or abolish the Rules, etc. at any time (hereinafter collectively referred to as “Amendments, etc.”).
If the Company makes any Amendments, etc. pursuant to the preceding paragraph, it shall notify Members of the following matters:
1. The fact that the Rules, etc. will be amended, etc.
2. The content of the Rules, etc. after such Amendments, etc.
3. The effective date of such Amendments, etc.
4. Any other necessary matters
A Member shall be deemed to have agreed to the application of the Rules, etc. after such Amendments, etc. if any of the following applies:
1. The Member uses the KISHUN AUCTION Online Site after receiving the notice set forth in Paragraph 2; or
2. Where the Company allows withdrawal by Members who do not agree to the Rules, etc. after such Amendments, etc. by specifying a withdrawal period, the Member fails to submit a notice of withdrawal within such period.

Article 5 (Membership Screening)

A person who wishes to become a Member of KISHUN AUCTION may apply for membership with the Company in accordance with this Article and other procedures prescribed by the Company, after confirming and agreeing to all of the Rules, etc., provided that such person satisfies all of the following conditions:
1. The applicant is either a sole proprietor who is a resident (regardless of nationality), a Japanese corporation, or a foreign company continuously conducting transactions in Japan;
2. The applicant has obtained a secondhand goods dealer license pursuant to Article 3 of the Secondhand Goods Business Act of Japan; and
3. The delivery destination for products is located within Japan.
The Company shall conduct membership screening, at its discretion, with respect to applications that satisfy all of the items in the preceding paragraph. The result of the screening shall be notified only with respect to whether membership is accepted or rejected and any conditions thereto.
As a result of the membership screening, the Company may, where the Company deems it necessary in light of the financial standing or other circumstances of the applicant, approve membership on the condition that the applicant provides a transaction security deposit in an amount designated by the Company by the date specified by the Company.
If a Member fails to perform any obligation owed to the Company under the Rules, etc. by the due date thereof, the Company may appropriate all or part of the transaction security deposit to the payment of such obligation. In such case, upon the Company’s request, the Member shall provide, by the date specified by the Company, an additional amount to cover the shortfall in the transaction security deposit caused by such appropriation.
No interest shall accrue on the transaction security deposit. If a Member withdraws from membership, the Company shall, in accordance with the procedures prescribed by the Company, return to such Member the balance of the transaction security deposit after deducting the amount appropriated under the preceding paragraph and the amount of any other obligations owed by the Member to the Company.
An applicant shall not raise any objection to the results of the membership screening under Paragraph 2. The Company shall have no obligation to disclose the specific screening criteria or the reasons for approval or rejection.
If an applicant is approved for membership as a result of the screening conducted by the Company, the applicant shall pay the admission fee stated in the “Fee Schedule” prescribed by the Company by the date specified by the Company. If such admission fee is not paid by the specified date, the Company may revoke its approval and reject the membership application. Once received, the admission fee shall not be refunded by the Company for any reason whatsoever.

Article 6 (Issuance of Member ID, etc.)

The Company shall issue to each Member a Member ID and other information necessary for the use of KISHUN AUCTION (hereinafter collectively referred to as the “Member ID, etc.”).

Article 7 (Rights of Members)

Members may browse the KISHUN AUCTION Online Site, search Transaction Information, and participate in KISHUN AUCTION (including listing items and making winning bids).

Article 8 (Annual Membership Fee)

A Member shall pay the annual membership fee stated in the “Fee Schedule” prescribed by the Company during the period in which such Member remains a Member. Once received, the annual membership fee shall not be refunded by the Company for any reason whatsoever.

Article 9 (Responsibilities of Members)

A Member shall manage the Member ID, etc. with the care of a good manager, shall not disclose the same to any third party without just cause, and shall immediately report to the Company in the event of leakage, loss, or the like.
A Member shall bear all responsibility for any use of the KISHUN AUCTION Online Site (including listing, winning bids, registration, browsing, deletion, and transmission of Transaction Information) performed after authentication using the Member ID, etc., and for the results thereof.
Terminal devices and telecommunication lines used by the Member to connect to the KISHUN AUCTION Online Site shall be secured and maintained at the Member’s own responsibility and expense, and the Company shall bear no responsibility therefor.
If, in connection with the use of KISHUN AUCTION, a Member causes damage to a third party due to reasons attributable to the Member, or if a third party makes any claim, complaint, dispute, lawsuit, or the like (hereinafter collectively referred to as “Claims, etc.”), the Member shall resolve the same at its own responsibility and expense.
In addition to the foregoing, each Member shall be obligated to comply with all of the Rules, etc.
If the Company incurs any damages, losses, or expenses (hereinafter collectively referred to as “Damages, etc.”) due to the Member’s willful misconduct or negligence, the Member shall be liable to compensate the Company for such Damages, etc., including reasonable attorneys’ fees.

Article 10 (Prohibited Acts)

A Member shall not, by itself or through a third party, engage in or cause any act that falls under, or may fall under, any of the following:

Allowing any person other than a Member (including a person whose rights have been suspended pursuant to Article 11 of these Member Terms; the same shall apply in this Article) to use the KISHUN AUCTION Online Site or participate in or use KISHUN AUCTION;
Using another Member’s Member ID, etc. to use KISHUN AUCTION;
Obtaining another Member’s Member ID, etc. by any means, or disclosing or providing Member ID, etc. to any third party;
Negotiating or concluding the sale and purchase of Handled Products between Members without going through KISHUN AUCTION, by any means whatsoever;
Listing any stolen goods, lost property, or products that violate or may violate the Copyright Act, Design Act, or any other applicable laws and regulations, or making a winning bid for such products despite knowing or being able to know that they are such products;
Listing products on which a security interest has been created for a third party, or which are subject to lease or loan for use;
Listing products with respect to which the Member does not have lawful authority to sell;
Purchasing or winning a bid for a product listed by the Member itself;
Accessing the KISHUN AUCTION Online Site, listing products, or placing bids for purposes contrary to the purpose of KISHUN AUCTION (including, but not limited to, advertising, promotion, solicitation, or business activities using Member information, as well as downloading, copying, public transmission, or distribution of the KISHUN AUCTION Online Site) or for any improper purpose;
Providing false, inaccurate, misleading, or otherwise inappropriate information as Transaction Information;
Reusing Transaction Information without the Company’s consent or disclosing it to persons other than Members (including making it public to unspecified third parties through websites, social media, or otherwise);
With respect to all tangible and intangible components constituting or attached to the KISHUN AUCTION Online Site (including but not limited to networks, systems, and equipment; hereinafter collectively referred to as the “Facilities, etc.”), engaging in any of the following acts:
1. Unauthorized access, cracking, or any other act that interferes with or imposes an excessive burden on the Facilities, etc.
2. Any act in violation of laws, regulations, or public order and morals
3. Analysis, reverse engineering, or any other act to obtain source code
4. Incorporating all or part of the KISHUN AUCTION Online Site into another online site, application, or software
5. Inputting unauthorized data or commands
Engaging in any act in violation of laws and regulations applicable to Members in using the KISHUN AUCTION Online Site (including laws and regulations outside Japan);
Making slanderous, threatening, intimidating, discriminatory, insulting, or violent statements or conduct toward the Company or any third party, or making unreasonable demands beyond the Company’s legal responsibility;
Downloading Transaction Information, mechanically obtaining the same by programs or otherwise (including scraping), or otherwise collecting or accumulating the same without authorization by any means whatsoever;
Any act that impairs the normal operation of KISHUN AUCTION or any other act deemed inappropriate by the Company; or
In addition to the foregoing items, any act that violates the Rules, etc., or any act that the Company deems likely to violate the Rules, etc.

Article 11 (Suspension of Member Use)

If any of the following applies, the Company may, at its discretion, suspend the Member’s use and other rights as a Member, or take any measures necessary for the smooth operation of KISHUN AUCTION (hereinafter referred to as “Suspension of Rights, etc.”):
1. The Member fails to perform any payment obligation under the Rules, etc. by the due date;
2. The Member violates the Rules, etc.; or
3. The Company otherwise determines that the Member’s use of KISHUN AUCTION is inappropriate.
A Member may not raise any objection to any Suspension of Rights, etc. under the preceding paragraph. The Company shall have no obligation to disclose the specific criteria for such Suspension of Rights, etc. or the reasons for such determination.
The Company shall bear no liability for any Damages, etc. incurred by a Member as a result of any Suspension of Rights, etc. under Paragraph 1.

Article 12 (Maintenance of the KISHUN AUCTION Online Site)

The Company may temporarily suspend the KISHUN AUCTION Online Site for maintenance work at regular times or as necessary. In principle, the Company shall notify Members in advance of such maintenance work; provided, however, that if prior notice cannot be given due to emergency or unavoidable circumstances, the Company shall notify Members promptly once such notice becomes possible.
The Company shall bear no liability for any Damages, etc. incurred by Members under the preceding paragraph.

Article 13 (No Warranty for the KISHUN AUCTION Online Site)

The Company does not warrant that the software constituting the KISHUN AUCTION Online Site is free from bugs or other defects, or that the KISHUN AUCTION Online Site is suitable for any specific purpose of use by a Member. In addition, the Company does not warrant the proper operation of the KISHUN AUCTION Online Site where other software is used or operated in combination on the terminal device used by the Member.
In the event that a material defect is found in the KISHUN AUCTION Online Site, the Company’s responsibility shall be limited to commercially reasonable efforts to correct the KISHUN AUCTION Online Site or remove such defect.
The Company may, at its discretion, add to or modify part of the KISHUN AUCTION Online Site for the purpose of adding or improving functions. The Company does not guarantee that all functions or performance of the KISHUN AUCTION Online Site before such addition or modification will be maintained after such addition or modification.

Article 14 (Suspension or Discontinuation of KISHUN AUCTION)

If circumstances arise that make it difficult for the Company to continue KISHUN AUCTION, the Company may temporarily suspend or discontinue KISHUN AUCTION after notifying Members in advance whenever possible.
The Company shall bear no liability for any Damages, etc. incurred by Members as a result of such suspension or discontinuation under the preceding paragraph.

Article 15 (Voluntary Withdrawal)

A Member may withdraw from membership effective as of the last day of the month in which the notice of withdrawal is submitted (hereinafter referred to as the “Withdrawal Date”) by notifying the Company in accordance with the procedures prescribed by the Company.
A withdrawing Member shall perform all obligations owed to the Company or any third party under the Rules, etc. by the Withdrawal Date.
If, as of the Withdrawal Date, the withdrawing Member has not performed the obligations under the preceding paragraph, or if the Company determines prior to the Withdrawal Date that such failure is likely, the Company may separately designate the Withdrawal Date for such Member.

Article 16 (Compulsory Withdrawal)

The Company may compulsorily remove a Member from KISHUN AUCTION by giving notice to such Member if any of the following applies:
1. The Member violates the Rules, etc.;
2. The Member no longer satisfies any of the items set forth in Article 5, Paragraph 1 or the membership screening criteria prescribed by the Company;
3. The Member is subject to compulsory withdrawal, Suspension of Rights, etc., or any disposition equivalent thereto from an auction or other service operated by Kishun Co., Ltd., the parent company of the Company, or by any of its subsidiaries (including sub-subsidiaries) or affiliated companies;
4. An attachment, provisional attachment, provisional disposition, tax delinquency disposition, or other disposition by a public authority is imposed on important assets of the Member, or a petition is filed for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation;
5. The Member is dissolved or transfers all of its business, or resolves to do so;
6. A bill or check drawn or accepted by the Member is dishonored, or the Member otherwise enters into suspension of payments;
7. The Member is subject to an administrative suspension of business, revocation of business license, or revocation of business registration by a supervisory authority; or
8. The Company otherwise determines that there are grounds deeming the Member inappropriate as a Member.
Notwithstanding the preceding paragraph, if a Member violates all or part of the Rules, etc. due to reasons attributable to the Member, the Company may demand cure by specifying a due date, and if the Member fails to cure such violation by the due date designated by the Company, the Company may compulsorily remove the Member.
If a Member falls under any of the items of Paragraph 1, the Company may, at its discretion, provide information regarding such Member to the operators participating in the Auction Liaison Council as information regarding a violating business operator. The Member may not raise any objection to such provision of information.
The Company shall bear no liability for any Damages, etc. incurred by a Member as a result of the provision of information under the preceding paragraph.

Article 17 (Measures after Withdrawal)

A Member shall cease using KISHUN AUCTION as of the Withdrawal Date regardless of the reason for withdrawal, and may not thereafter use KISHUN AUCTION.
Regardless of the reason for withdrawal, the Company may delete all Transaction Information data of the withdrawn Member at the Company’s responsibility; provided, however, that this shall not apply to Transaction Information that the Company is legally required to retain.
The Company shall bear no liability for any Damages, etc. incurred by the withdrawn Member due to the deletion of Transaction Information pursuant to the preceding paragraph or due to the failure to provide Transaction Information pursuant to the following paragraph.
Notwithstanding the preceding paragraphs, if the Company receives notice from a Member at least thirty (30) days prior to the Withdrawal Date by the method prescribed by the Company, the Company may, at its discretion, provide Transaction Information for a fee. The conditions for such provision shall be determined upon mutual consultation.

Article 18 (Protection of Confidential Information)

A Member shall manage with the care of a good manager any information disclosed by the Company or another Member in connection with the use of KISHUN AUCTION (including but not limited to Transaction Information; hereinafter referred to as “Confidential Information”), and shall not leak or disclose such Confidential Information to any third party (excluding the Company’s parent company and its subsidiaries and affiliates, which shall not be deemed third parties) without the Company’s prior written consent. However, where a public authority makes a disclosure request with legally binding force, such information may be disclosed to the extent necessary to comply with such request, provided that the Company is promptly notified thereof.
The following information shall not constitute Confidential Information:
1. Information already publicly known at the time of disclosure;
2. Information that becomes publicly known after disclosure through no fault of the Member;
3. Information already possessed by the Member at the time of disclosure; and
4. Information lawfully obtained by the Member from a third party without any obligation of confidentiality after disclosure.
A Member shall not use Confidential Information for any purpose other than the purpose of using KISHUN AUCTION, nor shall the Member reproduce Confidential Information beyond the extent necessary for using KISHUN AUCTION.
The Company may disclose Transaction Information and other information disclosed by Members in connection with the use of KISHUN AUCTION to contractors engaged under Article 3, Paragraph 4. Provided, however, that the Company shall impose on such contractors confidentiality obligations equivalent to those imposed on the Company under the Rules, etc., and any breach thereof by such contractor shall be deemed a breach by the Company.
If the Company requests the return or destruction of Confidential Information, the Member shall comply therewith.

Article 19 (Protection of Personal Information, etc.)

If information provided by a Member contains personal information (meaning personal information as defined in the Act on the Protection of Personal Information; hereinafter referred to as the “Personal Information Protection Act”), the Company shall handle such personal information in accordance with the Company’s Privacy Policy and in compliance with the Personal Information Protection Act.
Except where permitted by law, the Company shall not disclose personal information to any third party without the consent of the individual concerned.

Article 20 (Ownership of Intellectual Property Rights / Use of Transaction Information)

All intellectual property rights, including copyrights, and all other rights relating to the Facilities, etc. (which include, without limitation, software programs of the KISHUN AUCTION Online Site, databases including Transaction Information, icons, images, text, manuals, and materials provided to Members) shall belong to the Company or to any third party that has licensed them to the Company.
The Company may use Transaction Information (excluding personal information), for the purposes of market analysis, product research, advertising and promotion, improvement of KISHUN AUCTION, and other related business activities, by the Company, its parent company, and its subsidiaries, including, without limitation, continuing to post Transaction Information on the KISHUN AUCTION Online Site after a Member’s withdrawal, and providing analyzed or processed information to third parties.

Article 21 (Exclusion of Anti-Social Forces)

A Member represents and warrants to the Company the matters set forth in each of the following items, and the parties mutually confirm that such representations and warranties constitute an essential element for the use of KISHUN AUCTION:
1. The Member is not an organized crime group, a member of an organized crime group, a person for whom five (5) years have not passed since ceasing to be a member of an organized crime group, a quasi-member of an organized crime group, company affiliated with an organized crime group, corporate racketeer, person advocating a social movement for illicit purposes, special intelligent violent group, or any other person equivalent thereto (collectively, “Anti-Social Forces”);
2. The Member has no relationship with Anti-Social Forces, including:
  1. A relationship in which Anti-Social Forces are used for the purpose of obtaining unjust benefits for oneself or a third party, or for the purpose of causing damage to a third party;
  2. A relationship in which funds or benefits are provided to Anti-Social Forces or in which the Member otherwise cooperates with or is involved in the maintenance or operation of Anti-Social Forces;
3. The Member’s officers (meaning directors, executive officers, corporate officers, auditors, advisors, chairpersons, and any other persons substantially involved in management, regardless of title) and employees are not Anti-Social Forces and do not have any socially condemnable relationship with Anti-Social Forces;
4. The Member does not allow Anti-Social Forces to use its name to enter into this agreement; and
5. The Member shall not, by itself or through a third party, engage in any of the following acts in connection with this agreement:
  1. Violent demands
  2. Unreasonable demands beyond legal responsibility
  3. Threatening behavior or use of violence in connection with transactions
  4. Spreading rumors, using fraudulent means, or using force to obstruct the other party’s business or damage the other party’s credit
  5. Any act equivalent to the foregoing
If a Member falls under any of the following, the Company may compulsorily remove such Member by notice:
1. It is discovered that the Member has made a representation contrary to the warranties in items a through c of the preceding paragraph;
2. It is discovered that the Member entered into the agreement in violation of the warranty in item d of the preceding paragraph; or
3. The Member has committed an act in violation of the warranty in item e of the preceding paragraph.
If the Company has reasonable grounds to suspect that a Member has violated any of the items of Paragraph 1, the Company may investigate whether such violation exists, and the Member shall cooperate with such investigation. In addition, if the Member becomes aware that it has violated, or may violate, any of the items of Paragraph 1, the Member shall immediately notify the Company thereof.
If a Member is compulsorily removed pursuant to Paragraph 2, such Member shall compensate the Company for any Damages, etc. incurred by the Company.
Even if a Member is compulsorily removed pursuant to Paragraph 2, the Member shall make no claim whatsoever against the Company for any Damages, etc. arising therefrom.

Article 22 (Disclaimer / Limitation of Damages)

The Company shall bear no liability whatsoever for any Damages, etc. incurred by a Member arising from or related to any of the following defects or failures, and the Member shall respond thereto at its own expense and responsibility:
1. Defects or failures caused by the Member’s terminal devices;
2. Defects or failures caused by malfunction of telecommunication lines of carriers or internet service providers, or other causes not attributable to the Company; and
3. Defects or failures caused by natural disasters, fires, riots, cyber terrorism, or any other force majeure events.
The Company shall be liable only to the extent limited in accordance with each provision of the Rules, etc. The Company shall bear no liability whatsoever for matters expressly stated in the Rules, etc. as not being guaranteed, not being the responsibility of the Company, or being the responsibility of the Member.
Even if the Company is liable to compensate a Member for Damages, etc. arising from or related to KISHUN AUCTION, regardless of whether the basis of the claim is contractual liability, tort liability, or otherwise, the Company shall not be liable for loss of business opportunity, special damages (regardless of foreseeability), lost profits, or damages arising from loss or destruction of Transaction Information. Furthermore, unless the Company has acted intentionally or with gross negligence, the total amount of the Company’s liability shall be limited to an amount equivalent to the annual membership fee actually paid by the Member to the Company for the most recent one (1) year.

Article 23 (Prohibition of Assignment of Rights and Obligations)

A Member may not cause a third party to succeed to the Member’s status under the Rules, etc., or assign, transfer, cause succession to, or create security interests over all or any part of the Member’s rights or obligations under the Rules, etc.

Article 24 (Entire Agreement)

The Rules, etc. constitute the sole and entire agreement between the Member and the Company regarding the use of KISHUN AUCTION, and the parties mutually confirm that, except where expressly provided otherwise in the Rules, etc., proposals and other documents, emails, and oral agreements previously submitted or made by the Company to a person wishing to become a Member shall not constitute any right or obligation of the Member or the Company.

Article 25 (Force Majeure)

If the operation of KISHUN AUCTION is hindered by natural disasters, enactment, amendment, or repeal of laws, regulations, or rules, failure of telecommunication lines, cyberattacks (including, but not limited to, theft or leakage of information, alteration of information, or loss of information or its availability), or any other force majeure event, the Company shall bear no liability whatsoever for any Damages, etc. incurred by Members due to such force majeure, notwithstanding these Member Terms or any other provisions.

Article 26 (Notices)

Any notices under the Rules, etc. and any other notices from the Company to Members under the Rules, etc. shall be given by posting on the KISHUN AUCTION Online Site, by sending to the email address notified by the Member to the Company, or by any other method prescribed by the Company. Unless otherwise provided in the Rules, etc., such notices shall become effective upon dispatch by the Company.

Article 27 (Language, etc.)

The Rules, etc. are prepared in Japanese, and the Japanese version shall be the official text. Even if a translation of the Rules, etc. is prepared, only the Japanese official text shall have effect as the Rules, etc., and the translation shall have no legal effect.
Where dates and times are specified in the Rules, etc., all such dates and times shall be based on Japan Standard Time (JST) and the time display shown on the KISHUN AUCTION Online Site.

Article 28 (Governing Law and Jurisdiction)

All matters relating to KISHUN AUCTION and the Rules, etc. shall be governed by the laws of Japan, and the Tokyo District Court shall have exclusive jurisdiction as the court of first instance by agreement.

Article 29 (Surviving Provisions)

Article 11, Paragraph 2; Article 12, Paragraph 2; Article 14, Paragraph 2; Article 16, Paragraph 2; Articles 17 through 20; Article 21, Paragraphs 4 and 5; Article 22; Article 25; and Articles 26 through 30 (including any other provisions separately specified in the Rules, etc.) shall survive withdrawal regardless of the cause thereof, and shall remain binding on the Company and the relevant person.

Article 30 (Consultation)

If any objection or question arises between the Company and a Member regarding the interpretation of the Rules, etc., or if any matter not provided for in the Rules, etc. arises, the parties shall consult with each other in good faith and seek an amicable resolution.

Effective as of March 6, 2026