These Terms of Service were last modified on Oct 1, 2020.
KAMARQ’s subscription service (the “Service”) is a fixed-fee subscription service whereby RESALTAR JAPAN K.K. (“we,” “us,” “our” or “KAMARQ” as applicable) shall make furniture and other related items available to registered users (“you” or “your” as applicable), subject to these Terms of Service (the “Terms”).
Please read these Terms carefully as they form a binding legal contract with us. Your use of our website (the “Site”) for the designed purpose of joining our furniture and other related items subscription service is conditioned upon your acceptance of the following Terms.
Subject to these Terms, we shall lease or sublease our products (furniture, interior design products, and other related items) to you (collectively, “Lease”), while you shall rent or accept the sublease of these items from us (collectively, “Renting,” or simply “Use”). And those under 13 years old shall not allowed to use the service.
2. Rental Agreement
2.a. In accordance with these Terms, you agree that in order to rent or exchange any of our products, a Rental Agreement must be signed by you, the lessee, and us, the lessor. The Rental Agreement shall include the classification, product name, minimum usage period, monthly subscription fee, deposit amount, place of use, delivery location, and other required terms for each of the specified products (collectively, the “Products”), which will be agreed upon separately for each item.
2.b. The Rental Agreement shall come into force upon our notification by email or other appropriate means of our intent to fulfill your order, following your placement of an order on the Site. We reserve the right to deny provision of our Service, at our sole discretion, if we have reasonably established that your order does not fulfill one of the following conditions:
(i) you have accumulated payment arrears toward us in the past,
(ii) you have provided false or incorrect information as part of your order,
(iii) you are underage and have not obtained the consent of a lawful guardian, or
(iv) any other verified violation of trust.
2.c. The provisions established in the Rental Agreement shall take precedence over these Terms to the extent that said provisions expressly exclude the application of these Terms, or, that said provisions are inconsistent with these Terms.
You acknowledge and agree that we may at times sublease furniture or other related products that are the property of a third party in order to include them in our Service. Save for cases where our responsibility is clearly established, we shall not be liable for the termination of the Rental Agreement between you and us when resulting from the termination of our contract with the third party.
4. Delivery Of Products
4.a. Following the formation of the Rental Agreement, we will deliver the Products specified in the Rental Agreement to you at a delivery location agreed upon in the Rental Agreement, at a time notified to you separately from the Rental Agreement. Delivery of the Products will be conducted by our designated contractor; hence, we will assume all costs related to the delivery of the Products. However, should you request us to assembly or install the Products, you shall bear all costs related to the aforementioned services.
4.b. You shall indemnify us for any damages arising at delivery from (i) your refusal to accept the Products without reasonable basis, (ii) your refusal to inspect the Products without reasonable basis, or (iii) your delay of the delivery process without reasonable basis.
5. Usage Period
5.a. The usage period is not specified in the Rental Agreement. In the event that you wish to terminate your subscription or exchange the Products by ordering new ones from KAMARQ on the Site, you may cancel the Rental Agreement at any time, and at your own discretion, by using the designated form on our website.
5.b. Notwithstanding the previous clause, to prevent misuse and/or abuse of our service, we require a minimum usage period of 12 months (collectively, "Term of Use") before you can replace, exchange or return, starting from 1st day of the month-after the delivery of your Products. Should you want to cancel the Rental Agreement before the end of the Products’ Term of Use (including termination for the purpose of exchanging the Products for new ones from KAMARQ), you shall indemnify us of the Rental Agreement early cancellation fee as publicly defined on our Site.
5.c. In the event of your withdrawal from the Service, or in the event that we terminate your subscription following a breach of these Terms, all Rental Agreements in effect at that time will automatically be canceled.
6. Usage Fee
6.a. You shall pay a deposit by credit card through our designated method at the time of your order. The fee will be calculated based on the type and number of products you wish to rent. Your subscription to our Service will begin once your order has been received.
6.b. You shall pay the monthly subscription fee set forth in the Rental Agreement. Starting with the month following the month of delivery and until the month you return the Products to us, the monthly fee will be due and payable on the first day of the following month, for each month of the aforementioned period. As set forth in the Rental Agreement, we will not provide prorated fees based on a daily rate even in the case that return of the Products occurs before the end of the month.
6.c. You are liable to pay the monthly subscription fee even in the event that you do not use the Products or become unable to use the Products during the usage period, and regardless of the reasons for your failure to use the Products.
7. Use and Misuse of the Products
7.a. Starting from the Products’ delivery as stipulated by the preceding article, you shall use the Products at your registered address in the State of New York, United States of America in accordance with normal usage, with due care and diligence.
7.b. During usage of the Products, you shall not engage or prepare to engage in any of the following actions, unless expressly permitted by KAMARQ beforehand.
(1) Sale, gift or other transfer of the Products’ usage rights
(2) Sublease of the Products to a third party (excluding relatives living with you), or any endeavor aimed at deriving a revenue from the Products
(3) Mortgage of the Products, or any use of the Products as security interest
(4) Damage or destruction of the Products; remodeling, rearranging or any other endeavor aimed at altering the Products from their original state (including repair and remodeling by third parties). However, wear and tear resulting from normal and reasonable usage of the Products is permitted.
(5) Fixing the Products to real or personal property, unless the Products can be easily removed without damage.
(6) Disposal of the Products
(7) Transfer of the Products to a location different from the address you have registered with us
(8) Transfer of the Products out of the State of New York, United States of America
(9) Use of the Products for a purpose or through a method contrary to the specifications of their instruction manual
(10) Use of the Products for a purpose significantly different from their original intent
(11) Use of the Products in a manner that (i) infringes our copyright, design right, trademark right, patent right or any other similar right, (ii) damages our name or our credibility, or (iii) violates any socially accepted ethical norms of behavior
7.c. In the event that a third party claims rights to the Products or that there is a risk of infringement of our property rights resulting from your foreclosure or safeguard, you shall claim and show proof of our rights over the Products and notify us immediately of the third party’s claim. In the event that one of your creditors requires compulsory execution on part or all of the Products, we reserve the right to request you to incur the expenses necessary for the cancellation of its execution.
7.d. You shall not request us to reimburse you for any necessary or useful expense incurred for the enjoyment of the Products. In addition, we will not bear any responsibility as to the maintenance, inspection, or repair of the Products, unless otherwise specified in these Terms or in the Rental Agreement.
7.e. We reserve the right to ask you to affix to the Products a display or sign (“Sign”) testifying of our or a third party’s rights on the Products. Upon receiving our request, you shall affix the Sign and maintain it in place for the remaining of your usage period.
8. User and Product Information
8.a. You shall notify us promptly should any of the following conditions apply.
(1) When changing your name, title or company name
(2) When changing your registered address
(3) If you are a corporation, when changing directors or general managers
(4) When damaging, destroying or involving the Products in an accident
(5) When physical or human damage arose as a result of the usage or storage of the Products
(6) When you lost possession of the Products due to theft, fraud, of any other similar circumstance
(7) If a dispute arose with a third party concerning and not limited to the infringement of patent rights, design rights, trademark rights, copyright or any intellectual property right, or know-how; or if you discovered an infringement of our rights by a third party
8.b. You shall inform us of the state of usage or storage of the Products if requested by us.
9. Quality Assurance
9.a. In the event of damage, breakdown, malfunction or any other defect in the Products (excluding flaws such as the occurrence of wood knots or grain, deterioration of wood, or light scratches on the surface) that occurred before delivery as specified in clause 4.a., and provided that the aforementioned defect does not result from negligence on your part, we will provide you with a substitute item as soon as we receive your notification. Regardless of attribution of fault, we shall bear no responsibility other than provision of a substitute item.
9.b. If you notify us within fifteen (15) days upon delivery of any damage, breakdown, malfunction, or other defect in the Products, we shall decide to either provide you with a substitute item or conduct the necessary Products repair at no charge. However, this shall not apply should any of the following conditions be met.
(1) You engaged in one of the actions described in clause 7.b.
(2) The defect occurred due to negligence on your part
(3) You are unable to present a written warranty
(4) The defect occurred as a result of fire, storm or flood damage, abnormal voltage use, seismic activity, lightning or any other natural disaster
(5) Any other unreasonable conduct on your part as determined by KAMARQ in its sole discretion
10. Loss or Damage to the Products occurring during Delivery and Return
10.a. Destruction of the Products within the period between delivery and return will result in immediate termination of the Rental Agreement. In the event that the Products are lost as a result of conditions beyond our or your control such as, but not limited to, an earthquake, a volcanic eruption or a tsunami, neither you nor KAMARQ will bear responsibility for the resulting damage.
10.b. When one part of the Products was damaged due to conditions beyond your control, the provisions of the Rental Agreement, including the fixed monthly subscription fee, will continue to be applicable as before, and neither you nor KAMARQ shall bear responsibility unless the provisions specified in the preceding article apply. In such case, you may request us to perform the necessary repair works for a fee.
10.c. You shall have no claim on payments by insurance companies received by us for the damage, breakdown or malfunction of the Products.
11. Damages and Restitution
11.a. In the case of a violation of our or your own declarations, pledges or obligations as prescribed by these Terms and the Rental Agreement, the party liable shall compensate the other party for any damages, loss or cost incurred as a result of the violation.
11.b. In the event that damage is caused to a third party as a result of the Products themselves or their installation, usage or storage of the Products, you shall compensate said third party for any damages caused to them, and settle matters of responsibility without our assistance
12. Force Majeure
In the event of any delay or failure to perform all or part of our obligations under these Terms or the Rental Agreement as a result of conditions beyond our control such as, but not limited to, natural disasters, war, and other acts of God; inevitable accidents in transit or storage, labor disputes, or the enactment or revision of ordinances, orders or dispositions by government authorities; a delay in order fulfillment or delivery resulting from governmental interference; and in particular, if we are unable to conduct delivery as prescribed in clause 4.a. for the aforementioned reasons, we shall not be deemed responsible or liable for damages to you for any damages resulting from force majeure. Our failure to perform our obligations under these Terms and the Rental Agreement as a result of such inevitable conditions shall not constitute a breach of these Terms or the Rental Agreement, and our responsibility shall be limited to ensuring the provision or replacement of the Products you have ordered in accordance with these Terms.
13. Security Interest and Liens
13.a. We reserve the right to grant the rights under these Terms and the Rental Agreement as security interest to a third party (including the right to request payment for usage of the Products) or to transfer such rights. Before doing so, we shall however ask for your express consent.
13.b. We reserve the right to use our position as conferred by the Products or these Terms as security interest to a third party or to transfer such rights. Before doing so, we shall however ask for your express consent.
14.a. We reserve the right to unilaterally terminate all or part of these Terms and the Rental Agreement without notice if you engage in any of the prohibited conducts listed below.
(1) If you refuse to accept delivery of the Products without reasonable reasons, or if we were unable to perform delivery of the Products due to conditions attributable to you
(2) If you default on your monthly subscription payment to us
(3) If you undergo or declare bankruptcy, civil rehabilitation, corporate reorganization, liquidation, or any other proceeding attributable to commercial mismanagement as defined under domestic or international law
(4) If you decide or are ordered the dissolution of your company, unless dissolution occurs as part of a merger
(5) If we receive an injunction to suspend transactions with you from a clearing house or other relevant financial institution
(6) If we initiate a debt settlement procedure with the relevant court following payment defaults on your part
(7) If we receive official notification from tax authorities of your failure to pay taxes or a declaration of provisional seizure, provisional disposition, compulsory execution, auction sale or any other official declaration resulting from delinquent management on your part
(8) If any of the personal or company information submitted to us as part of your subscription order is false or incorrect, as prescribed in clause 2.b.
(9) If we become unable to reach you using reasonable means
(10) When you fail to execute payment of all or part of the monthly subscription fee as specified in clause 6.a. for two (2) or more consecutive months
(11) If you are in breach of these Terms or the Rental Agreement, and you fail to remedy said breach within ten (10) days upon receipt of our notice of breach
14.b. If we decide to unilaterally terminate the Rental Agreement by invoking the preceding clause before the minimum usage period for the Products as stipulated in the Rental Agreement, you will be liable to indemnify us by paying the Rental Agreement cancellation fee as calculated in clause 5.b. The amount due will be the total amount of the deposit collected as per clause 6.a. However, if the amount of the deposit does not fully cover the damages caused to KAMARQ by your breach of these Terms, we reserve the right to engage separately in legal proceedings to recover compensation for said damages or to claim a guarantee against said damages.
15. Return of the Products
15.a. When the Rental Agreement expires as a result of your intention to return the Products or to exchange them for new ones (excluding cases detailed in clause 10.a.), and regardless of the circumstances in which said return or exchange occurs, you shall have the Products delivered back to us as is through a method of our choice.
15.b. In the event that personal or company data has been recorded or otherwise contained in the Products, this data shall be erased before you return the Products to us. You shall defend and hold harmless KAMARQ, its directors, officers, employees, and agents, for any damages to you resulting from failure to erase the aforementioned data and (i) its leak to the public, or (ii) its use by a third party.
15.c. If you delay return of the Products, you shall compensate us accordingly. The amount payable will be prorated in accordance with the number of days you have delayed execution, based on the amount of your monthly subscription fee. You shall not interfere with or refuse to cooperate with KAMARQ or an agent mandated by KAMARQ intervening to recover the Products.
15.d. In the event that return of the Products is made impossible due to conditions attributable to you, you shall compensate us by paying the Rental Agreement cancellation fee calculated based on the provision in clause 5.b. However, in the case that the amount of this Rental Agreement cancellation fee does not fully cover the damages incurred by us as a result of your failure to return the Products, we reserve the right to engage separately in legal proceedings to recover compensation for said damages or to claim a guarantee against said damages.
16. Unlawful Conduct
16.a. You hereby warrant that you are not currently engaged nor plan to engage in any of the following unlawful conducts in the future.
(1) Belonging to any social group that promotes the use of violence or terror; pertaining to an assembly, a company, a gang or an associate criminal organization related to the aforementioned violent groups; or, not having completed five (5) years since leaving a criminal or violent organization, or a crime syndicate
(2) Involvement in the management of a criminal organization, submission to a criminal organization for the management of your business, or other unlawful and antisocial relationship with a criminal organization
(3) Unlawful association with members of a criminal organization with an aim to cause harm to a third party or gain illicit profits from a third party or yourself
(4) Involvement in the provision of funds or other resources to criminal organizations
16.b. You hereby warrant that you are not engaged in any of the following prohibited activities.
(1) Acts of violent coercion
(2) Acts of unreasonable demands beyond your legal entitlement
(3) Use of threats, violence or intimidation in business transactions
(4) Acts of fraudulent defamation or spreading false rumors that obstruct our work or damage our work or credibility
(5) Any other action that is reasonably similar to the conducts described in items 16.b.(1) to 16.b.(4) above
17. Notices and other Communications
Any notice, notification or offer related to these Terms, the Rental Agreement or other binding contracts between you and KAMARQ shall be sent to you by means of email or postage using the contact information you have provided. The aforementioned notice, notification or offer shall be deemed to have arrived at the time when it should have reached you under normal circumstances, unless conditions beyond your control have arisen. Consequently, we shall not be liable for any cost, expense or damages caused to you as a result of delayed delivery or non-delivery of the notice, notification or offer.
18. Late Payments
In the event that either of the parties to these Terms and the Rental Agreement defer the payment of the monthly subscription fee or any other pecuniary obligation, the liable party shall pay to the other party (i) the past due amount in full, plus (ii) an accrued interest of 14.6% annually calculated from the due payment date’s following day to the day of payment of the principal, or, the maximum amount allowed by law, whichever is less.
19.c. In providing you the Service, we collect personal or company information from you as well as product usage information. In agreeing with these Terms, you acknowledge and agree that we are authorized to share whatever part of this information is necessary for the provision of the Service, and for the sole purpose of providing you the Service, to third parties such as, but not limited to, delivery services, leasing agents, factoring agents or settlement agents, each time it is required.
20. Transfer of Rights and Obligations
Unless expressly allowed in these Terms, the Rental Agreement or any other binding contract between you and KAMARQ, neither one of the parties to these Terms, the Rental Agreement and other binding contracts between you and KAMARQ shall pledge security interest against, pledge succession, or transfer to a third party any of the rights and obligations created by the aforementioned contracts without the explicit prior consent of the other party.
21. Changes to Terms of Service or the Rental Agreement
21.a. We reserve the right, at our sole discretion, and without prior notification to you, to update, change or replace any part of these Terms or the Rental Agreement.
21.b. In the event that we intend to make changes as described in the preceding clause 21.a., we shall notify you by email or other adequate means or post on our website all of the following information: (i) the effective date of change, (ii) the revised content of the Terms or Rental Agreement, and (iii) the reasons for the change, at least one (1) month in advance.
21.c. Your continued use of our Service will signify your agreement to the new Terms or Rental Agreement. In the case that you do not agree with a proposed change as prescribed by the preceding clause (21.b.), you may use KAMARQ’s unsubscribing form before the effective date of change.
22. Governing Law, Jurisdiction, and Venue
These Terms and the Rental Agreement (and the rights and obligations of the parties with respect to their relationship under these Terms and the Rental Agreement) are governed by and construed and enforced in accordance with the laws of Japan. Any dispute arising from or related to these Terms or the Rental Agreement shall be subject to the jurisdiction of the Tokyo District
In the event that a doubt on the content or the interpretation of one or more clauses contained in these Terms, the Rental Agreement or other binding contracts between you and KAMARQ arises, the parties involved shall attempt in good faith to settle the matter through mutual consultation.