Article 1 (Purpose)

These Terms of Use (hereinafter referred to as the “Terms”) set forth the terms and conditions governing the use of the auction operated by YOUGO Co., Ltd. (hereinafter referred to as the “Company”) known as “KISHUN AUCTION,” as well as the conditions of transactions conducted therein.

Article 2 (Definitions)

Unless otherwise noted in the provisions of these Terms, the terms used in these Terms shall have the meanings set forth below:

1. KISHUN AUCTION Online Site: The online site on which the Company operates KISHUN AUCTION (URL: https://kishun-auction.com/); provided, however, that if there is any change to its name, URL, or other details, the term shall include the online site after such change.

2. Member: A person who has applied for membership in KISHUN AUCTION pursuant to the KISHUN AUCTION Member Terms (hereinafter “Member Terms”) and whose application has been accepted by the Company.

3. Listed Item: An item consigned for sale in KISHUN AUCTION by a Seller.

4. Seller: A Member who has listed a Listed Item.

5. Bidder: A Member who places a bid on a Listed Item.

6. Winning Bidder: A Member who successfully wins the auction for a Listed Item.

7. Auctioned Item: A Listed Item that has been successfully auctioned to a Winning Bidder.

8. Consignment Transaction: A sales contract between the Seller and the Company regarding the Listed Item.

9. Purchase Transaction: A sales contract between the Winning Bidder and the Company regarding the Auctioned Item.

10. Hammer Price: The price of the Auctioned Item.

In addition to the definitions set forth in the preceding paragraph, the definitions of terms set forth in the Member Terms shall also apply to these Terms.

Article 3 (Listing)

1. A Member may list Listed Items with the Company, by the method prescribed by the Company, during the listing period prescribed by the Company.

2. In making a listing under the preceding paragraph, the Seller shall entrust to the Company the sales operations for the Listed Item (hereinafter referred to as the “Listing Services”).

3. The specific contents of the Listing Services entrusted to the Company by the Seller are as follows. The Company shall perform the Listing Services with the due care of a prudent manager.

   1. Inspection of the Listed Item (hereinafter referred to as the “Inspection”)

   2. Posting of the Transaction Information of the Listed Item on the KISHUN AUCTION Online Site

   3. Storage of the Listed Item during the listing period

   4. Delivery of the Auctioned Item to the Winning Bidder

   5. Other services incidental to the preceding items

4. The Seller may set, with respect to the Listed Item and within the scope designated by the Company, a condition on the hammer amount to be posted on the KISHUN AUCTION Online Site (hereinafter referred to as the “Reserve Price”). The Seller shall check the Transaction Information posted by the Company on the KISHUN AUCTION Online Site pursuant to item (2) of the preceding paragraph by the start of bidding, and shall notify the Company if the Seller has any objection. If no objection is raised by the Seller by the start of bidding, the Seller shall be deemed to have approved the posting of the Transaction Information, and the Seller shall be responsible for such Transaction Information.

5. The Seller may not cancel a listing after the listing without the consent of the Company; provided, however, that this shall not apply where the Seller has paid the listing cancellation fee separately prescribed by the Company.

Article 4 (Inspection)

1. The Company may establish its own standards for the Inspection.

2. If, as a result of the Inspection by the Company, the Company determines that a Listed Item is an item whose listing is prohibited by the Company or an item that does not meet the Company’s standards, the Company may refuse to permit the listing, without bearing any liability and without prior notice to the Seller.

3. Even after listing, if it is found that a Listed Item is an item that does not meet the Company’s standards, the Company may cancel the listing, without bearing any liability and without prior notice to the Seller.

4. If, in the course of the Inspection by the Company, any article left inside a Listed Item (excluding accessories of such Listed Item) is found, the Seller shall be deemed to have abandoned ownership of such article, and the Company may dispose of such article at its discretion. If any dispute arises with a third party in connection with the Company’s disposal of such article, the Seller shall resolve such dispute at its own cost and responsibility and shall not cause any damage to the Company.

5. The Seller shall not raise any objection to the results of the Inspection by the Company or the measures under the preceding three paragraphs.

Article 5 (Formation of Consignment Transaction)

1. If a Purchase Transaction is formed, the Company shall promptly notify the Seller, and on the date of such notice, the Consignment Transaction shall also be formed in accordance with the contents of the Purchase Transaction.

2. Notwithstanding the preceding paragraph, if the first-ranked bid price is below the Reserve Price, the Company shall consult with the Seller on whether or not the Purchase Transaction is to be formed, and the Seller may refuse the formation of the Purchase Transaction.

3. Notwithstanding the preceding two paragraphs, if the Company determines that any one of the following items applies, the Company may, at its discretion, withhold the formation of the Consignment Transaction.

   1. Where a bid has been placed at a price significantly deviating from the market price

   2. Where a bid has been placed for an improper purpose

   3. Where it is found that the Bidder has violated these Terms, the Member Terms, or other rules

   4. Where the Company otherwise determines that the bid is inappropriate

Article 6 (Settlement of the Payment Amount)

1. The Seller shall pay to the Company, as consideration for the Listing Services, each of the fees stated in the “Fee Schedule” prescribed by the Company. Except where otherwise designated by the Company, the Seller shall not be exempted, in any case whatsoever, from paying any fee once it has accrued.

2. The Company shall pay to the Seller the amount obtained by deducting the fees set forth in the preceding paragraph from the price under the Purchase Transaction (hereinafter referred to as the “Purchase Price”) (such amount, hereinafter referred to as the “Payment Amount”), within three (3) bank business days from the day following the date on which the Company confirms receipt of the full amount of the Invoiced Amount (as defined in Article 17, Paragraph 1) from the Winning Bidder, by way of transfer to the bank account designated by the Seller. The transfer fees shall be borne by the Company.

3. The Company shall issue a settlement statement in order to clarify the breakdown of the Payment Amount. The settlement statement shall state the Purchase Price, the fees, and other matters necessary for settlement. If the Seller has any objection to the contents of the settlement statement, the Seller shall notify the Company immediately after receipt of the settlement statement.

4. If the Seller owes any monetary obligation to the Company, the Company may set off the amount of such obligation against the Payment Amount, at the corresponding amounts, regardless of whether or not such obligations are due.

Article 7 (Transfer of Ownership and Risk)

1. The risk of loss of or damage to a Listed Item shall be borne by the Seller before the Inspection set forth in Article 4 of these Terms, and shall be borne by the Company after the Inspection.

2. Ownership of the Auctioned Item shall transfer from the Seller to the Company, and immediately thereafter from the Company to the Winning Bidder, at the time the Winning Bidder pays the full Invoiced Amount to the Company and the Company receives the same.

Article 8 (Handling of Return Negotiations)

1. If the Company receives from a Winning Bidder, in accordance with Article 20 of these Terms, notice of a petition for a return negotiation (hereinafter referred to as the “Negotiation”), the Company shall promptly notify the Seller of the fact and contents of the petition.

2. In the case of Paragraph 1 of this Article, where the Company, in relation to the conduct of the Negotiation between the Company and the Winning Bidder, gives the Seller a substantial opportunity to participate and the authority to make decisions, and provides necessary assistance to the Seller, the Seller shall bear, in relation to the Company, the same liability as the Company bears in relation to the Winning Bidder, in accordance with the contents agreed between the Company and the Winning Bidder. The costs required for the Negotiation shall be borne by the Seller; provided, however, that this shall not apply where the Negotiation has arisen due to reasons attributable to the Company.

3. Even where given the opportunity or authority under the preceding paragraph, the Seller may not directly conduct a Negotiation or settlement with the Winning Bidder.

Article 9 (Warranty Liability)

1. In view of the fact that the Seller delivers the Listed Item to the Company as is, notwithstanding the provisions of the main clause of Article 562, Paragraph 1 of the Civil Code, and except as provided in Article 8 of these Terms, the Seller shall not be liable to the Company for any warranty with respect to the kind or quality of the Listed Item.

2. Notwithstanding the preceding paragraph, the Seller warrants to the Company that the Listed Item is genuine, does not violate any laws or regulations, lawfully belongs to the Seller, and is not a stolen item, lost property, or otherwise subject to any third-party rights.

3. The Seller shall compensate the Company for any damages incurred by the Company as a result of a violation of the preceding paragraph (including costs of responding to claims from third parties and attorneys’ fees).

Article 10 (Cancellation of the Consignment Transaction after Negotiation)

1. If a Purchase Transaction is cancelled in accordance with Article 22 of these Terms, the Consignment Transaction shall be cancelled by a notice from the Company to the Seller.

2. If the Consignment Transaction is cancelled pursuant to the preceding paragraph, the Seller shall refund the Payment Amount to the Company within three (3) bank business days after the date of the notice under the preceding paragraph. If the Seller fails to make the refund by such time limit, the Seller shall pay to the Company the Payment Amount together with late damages at the rate of 14.6% per annum. The remittance fees shall be borne by the Seller.

3. The Company shall return the Auctioned Item to the Seller after receiving the Auctioned Item from the Winning Bidder and confirming the refund of the Payment Amount from the Seller. The risk of loss of or damage to the Listed Item shall transfer to the Seller upon delivery of the Listed Item from the Company to the Seller.

Article 11 (Reduction of the Hammer Price)

1. The Company may, in accordance with Article 23 of these Terms, agree with the Winning Bidder on a reduction of the Hammer Price in settling a Negotiation. Where the Company has made such agreement, the Company shall promptly notify the Seller thereof, the reduction of the Hammer Price shall also be reflected in the price under the Consignment Transaction between the Seller and the Company, and the Seller shall not raise any objection to such settlement.

2. Where the agreement under the preceding paragraph has been made, the Company may, at its option, deduct the amount of such reduction from subsequent Payment Amounts to the Seller, or separately request payment thereof.

Article 12 (Damages in Connection with Negotiations)

The Company shall compensate the Seller for damages only where the Seller has incurred damages as a result of loss, damage, misplacement, or any other damage to the Auctioned Item arising, due to reasons attributable to the Company, in the course of a Negotiation, in the course of the return shipment of the Auctioned Item in connection with a Negotiation, or in other similar processes; provided, however, that the period of the Company’s liability shall be limited to the Negotiation Acceptance Period, and the scope of liability for damages and the amount of damages shall be governed by Article 22 of the Member Terms.

Article 13 (Other Cancellation, etc. of Consignment Transactions)

1. After the formation of a Consignment Transaction, the Seller may not cancel the Consignment Transaction except as provided in these Terms or where the Company consents.

2. If a Member violates these Terms or has been compulsorily withdrawn pursuant to Article 16 of the Member Terms, the Company may, at its option, cancel the Consignment Transactions or the Purchase Transactions relating to such Member.

Article 14 (Preview)

1. A person who intends to bid on a Listed Item may view the actual Listed Item (hereinafter referred to as the “Preview”) during the period prescribed by the Company and by the method prescribed by the Company.

2. A person who conducts a Preview shall pay the fee separately prescribed by the Company.

Article 15 (Bidding)

1. A Bidder may place a bid on each individual Listed Item during the bidding period prescribed by the Company and by the method prescribed by the Company. No bid may be placed at a price below the starting bid price prescribed by the Company.

2. Even where a Bidder has placed a bid based on, for example, misidentification of the Listed Item or an error in entering the bid price, the Bidder may not cancel such bid.

3. If the Company determines that a Bidder falls under any one of the following items, the Company may, at its discretion, cancel the bid.

   1. Where the Bidder has placed a bid at a price significantly deviating from the market price

   2. Where the Bidder has placed a bid for an improper purpose

   3. Where it is found that the Bidder has violated these Terms, the Member Terms, or other rules

   4. Where the Company otherwise determines that the bid is inappropriate

Article 16 (Winning Bid)

1. After the expiration of the bidding period prescribed by the Company, the Company shall implement approval of the bid (hereinafter referred to as the “Bid Approval”) for the Bidder who has placed the first-ranked bid at or above the Reserve Price for each Listed Item, and shall notify the result thereof. If the Hammer Price falls below the Reserve Price, the Company shall consult with the Seller on whether or not to grant the Bid Approval, implement the Bid Approval based on the result of such consultation, and notify the result thereof.

2. Upon the Bid Approval under the preceding paragraph, the Purchase Transaction shall be formed.

3. A Bidder shall follow the Company’s determination as to the validity or invalidity of bids. The Company shall not give any notice to Bidders who were unable to win a Listed Item, and shall have no obligation to respond to inquiries.

Article 17 (Settlement of the Invoiced Amount)

1. The Winning Bidder shall pay, as consideration for the use of the KISHUN AUCTION Online Site, the amount obtained by adding the fees separately prescribed by the Company to the Hammer Price (hereinafter referred to as the “Invoiced Amount”). Except where otherwise designated by the Company, the Winning Bidder shall not be exempted, in any case whatsoever, from paying any Invoiced Amount once it has accrued.

2. The Company shall issue a settlement statement stating the Hammer Price, the fees, and other matters necessary for settlement, in order to clarify the breakdown of the Invoiced Amount. If the Winning Bidder has any objection to the contents of the settlement statement, the Winning Bidder shall notify the Company immediately after receipt of the settlement statement. The Winning Bidder shall not be exempted from the obligation to pay the Invoiced Amount by the time limit set forth in the following paragraph, regardless of whether or not such an objection has been raised (if the objection is accepted, the Company shall subsequently refund and settle the excess amount).

3. The Winning Bidder shall pay the Invoiced Amount to the Company within three (3) bank business days from the day following the date of receipt from the Company of the settlement statement under the preceding paragraph (including electronic notification on the KISHUN AUCTION Online Site), by way of transfer to the bank account designated by the Company. The remittance fees shall be borne by the Winning Bidder.

4. If the Winning Bidder fails to pay the Invoiced Amount by the time limit under the preceding paragraph, the Winning Bidder shall pay to the Company the Invoiced Amount together with late damages at the rate of 14.6% per annum.

5. If the Company owes any monetary obligation to the Winning Bidder, the Company may set off the amount of such obligation against the Invoiced Amount, at the corresponding amounts, regardless of whether or not such obligations are due.

Article 18 (Shipment of Auctioned Items)

1. After confirming receipt of the Invoiced Amount from the Winning Bidder, the Company shall ship the Auctioned Item to the address designated by the Winning Bidder.

2. If there are two or more Auctioned Items, the Company may, at its discretion, ship the Auctioned Items together.

3. Unless otherwise designated by the Winning Bidder or unless there are other special circumstances, the Company shall ship and deliver the Auctioned Item by the packing method designated by the Company. If the Winning Bidder wishes to use a packing method or shipping method, etc. other than those designated by the Company, the Winning Bidder shall notify the Company by the shipping date after the winning bid of the Auctioned Item, and shall consult with the Company on the shipping method, etc.

Article 19 (Transfer of Risk)

The risk of loss of or damage to an Auctioned Item shall transfer from the Company to the Winning Bidder upon delivery of the Auctioned Item to the Winning Bidder.

Article 20 (Handling of Negotiations)

1. A Winning Bidder may file a petition for a Negotiation with the Company only where the negotiation requirements set forth in Appendix (1) (hereinafter referred to as the “Negotiation Requirements”) are satisfied, and only within the negotiation acceptance period set forth in Appendix (1) (hereinafter referred to as the “Negotiation Acceptance Period”); provided, however, that the Winning Bidder may not file a petition for a Negotiation if any one of the negotiation exclusions set forth in Appendix (2) applies.

2. Even where the requirements under the preceding paragraph are satisfied, the Winning Bidder may not directly conduct a Negotiation or settlement with the Seller.

3. The Company may request the Winning Bidder to submit materials necessary for determining whether the requirements for a Negotiation are satisfied.

4. The costs required for filing a petition for a Negotiation, including the costs required for submitting the materials set forth in the preceding paragraph, shall be borne by the Winning Bidder.

Article 21 (Warranty Liability)

In view of the fact that the Company delivers the Auctioned Item to the Winning Bidder as is, notwithstanding the provisions of the main clause of Article 562, Paragraph 1 and Article 565 of the Civil Code, and except as provided in the preceding Article, the Company makes no warranty whatsoever to the Winning Bidder, and shall not be liable to the Winning Bidder for any warranty, with respect to the kind or quality, or the safety or legality, of the Auctioned Item, or the reliability or accuracy of the descriptions of the Auctioned Item.

Article 22 (Cancellation of the Purchase Transaction after Negotiation)

1. Where the Company has received a petition set forth in Article 20, Paragraph 1 of these Terms and has obtained the consent of the Seller, the Purchase Transaction shall be cancelled as of the date of a notice to the Winning Bidder, by the Company giving such notice.

2. The Company shall refund the Invoiced Amount to the Winning Bidder promptly upon receiving the refund of the Payment Amount from the Seller pursuant to Article 10, Paragraph 2 of these Terms. The remittance fees shall be borne by the Company. If the Company is unable to receive the refund of the Payment Amount from the Seller, the Company shall not be obligated to refund the Invoiced Amount to the Winning Bidder.

3. The risk of loss of or damage to the Auctioned Item based on the cancellation under this Article shall transfer to the Company upon delivery of the Auctioned Item to the Company.

Article 23 (Reduction of the Hammer Price)

1. In lieu of the cancellation set forth in Article 22 of these Terms, the Winning Bidder and the Company may, upon consultation, settle the Negotiation by reducing the Hammer Price.

2. Where a reduction of the Hammer Price has been agreed in accordance with Paragraph 1 of this Article, the Company may, at its option, deduct the amount of such reduction from subsequent Invoiced Amounts to the Winning Bidder, or pay such amount to the Winning Bidder.

Article 24 (Damages in Connection with Negotiations)

The Company shall compensate the Winning Bidder for damages only where the Winning Bidder has incurred damages as a result of loss, damage, misplacement, or any other damage to the Auctioned Item arising, due to reasons attributable to the Company, in the course of a Negotiation, in the course of the return shipment of the Auctioned Item in connection with a Negotiation, or in other similar processes; provided, however, that the period of the Company’s liability shall be limited to the Negotiation Acceptance Period set forth in the Appendix, and the scope of liability for damages and the amount of damages shall be governed by Article 22 of the Member Terms.

Article 25 (Other Cancellation, etc. of Purchase Transactions)

1. After the formation of a Purchase Transaction, the Winning Bidder may not cancel the Purchase Transaction except as provided in these Terms or where the Company consents.

2. If a Winning Bidder has been compulsorily withdrawn pursuant to Article 16 of the Member Terms or has otherwise violated these Terms, the Company may, at its option, cancel the Purchase Transaction.

Article 26 (Notices)

Notices to be given by a Member to the Company as provided in these Terms may be given by notice on the KISHUN AUCTION Online Site or by email. Such notices shall become effective when received by the Company.

Article 27 (Governing Law and Jurisdiction)

These Terms shall be governed by and construed in accordance with the laws of Japan. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

Article 28 (Governing Language)

These Terms are prepared in Japanese, and the Japanese text shall be the official and authoritative version. Any translation of these Terms into English or any other language is provided for reference purposes only and shall have no legal effect. In the event of any discrepancy between the Japanese text and any translation, the Japanese text shall prevail.

Article 29 (Surviving Provisions)

Regardless of the reason for withdrawal, even after a Member has withdrawn from KISHUN AUCTION, the following provisions of these Terms shall remain in effect as follows, and shall bind the Company and such person.

1. Articles 5 through 9: until the performance of outstanding obligations based on the Consignment Transactions has been completed

2. Articles 16 through 19: until the performance of outstanding obligations based on the Purchase Transactions has been completed

3. Articles 10 through 13 and Articles 20 through 29: no time limit

Effective Date: July 21, 2026

Appendix

(1) Negotiation Requirements and Negotiation Acceptance Period

(2) Negotiation Exclusions