Terms & Conditions
Please be aware that Registered Users of this service need to read and agree to the Terms.
Please be aware that Registered Users of this service need to read and agree to the Terms.
- 1．The Terms aim to define the conditions of use of the Service and the rights and obligations between HB and the Registered Users and shall apply to all situations related to the use of the Service.
- 2．Other than the Terms all other clauses and rules defined by HB or mentioned on HB website（https://www.honeybirdapp.com/) regarding the use of the Service including posts, help and FAQ sections (the “Other Rules”) shall be considered as part of the Terms.
- 3．Should the Terms and the Other Rules differ, the Other rules shall prevail.
Unless the context requires otherwise, the defined words or expressions in the Terms shall have the meanings set out below
- （1）”HB” shall mean Honeybird LLC
- （2）”The Service” shall mean the service named Honeybird which HB provides through its website (this shall survive any change of the name or the relevant content of the service regardless the reason of such change)
- （3）”HB Website” shall mean the domain https://www.honeybirdapp.com/ (this shall survive any change of the name or the relevant content of the service regardless the reason of such change)
- （4）”Terms” shall mean the conditions of use of the Service and the rights and obligations between HB and the Registered Users
- （5）”The Other Rules” shall mean all other clauses and rules defined by HB or mentioned on HB website（https://www.honeybirdapp.com/) regarding the use of the Service including posts, help and FAQ sections
- （6）”Registered Users” shall mean all individuals or companies who are registered and use the Service
- （7）”Salesperson Users” shall mean individuals or companies who are registered and use the service as freelance salespersons
- （8）”Maker Users” shall mean individuals or companies who are registered and use the service as products manufacturers and/or product distributors, wholesalers.
- （9）”Retailers” shall mean all the boutiques and shops and other retailers which the Salesperson Users are approaching offline or online to pitch products.
- （10）”Subscription Contract” shall mean the contract, in the context of the use of The Service, related to the Terms between HB and the Registered Users.
- （11）”IP Rights” shall mean patent rights, utility model rights, design rights, trademark rights, copyrights and other intellectual property rights (including already acquired rights and pending ones)
- （12）”Posted Content” shall mean the content Registered Users posted on the website (including but not limited to text, pictures, video or a combination of these)
- （13）”Personal Information” shall mean information about a living individual, which can identify the specific individual by name, date of birth or other description contained in such information (including information that can be compared with other information and thereby identify the specific individual).
- （14）”Users Information” shall mean activity record or any information which was created or accumulated by the Registered Users usage of The Service or of any service provided by a company HB partners with.
3. Brief description of The Service
1 - The Service consists of a platform for freelance salespersons, manufacturers, product makers and HB Website shall provide the following functions. For further details on such functions please refer to HB Website
- （1）Product search：Salesperson Users can search the product that Maker Users have registered online on HB Website.
- （2）Order Information handling：Information related to orders from Retailers after Salesperson users pitched the products will be handled on the website.
- （3）Shipping instructions：Instructions from Salesperson Users to Maker Users to ship products (based the shipping method(s) made available by the Maker Users) can be made through HB Website
- （4）Payment processing：Payment from the Retailers to the Maker Users can be made through HB Website.
- （5）All functions related to the above
2 - Below are functions which shall not be provided by HB Website and as such activity or activity’s results related to such function shall be the sole responsibility of the Salesperson Users or the Maker Users and HB will not bear any responsiblity regarding these.
- （1）Sales pitching：Sales pitching from the Salesperson users to the Retailers shall be made by the Salesperson Users.
- （2）Ordering：Receiving orders from the Retailers shall be handled by the Salesperson Users
- （3）Shipping：Actual shippping of products to Retailers shall be handled by Maker Users.
- 1 - The Service consists of a platform for freelance salespersons, manufacturers, product makers and HB Website shall provide the following functions. For further details on such functions please refer to HB Website
- 1 - People who wishes to use The Service (the “Service Applicants”) agree to comply with the Terms and can apply to register to The Service by providing certain information (the “Registering Information”) to HB. HB shall decide what information shall be included in the Registering Information and the means to provide such information.
- 2 - HB shall have the right to decide whether to accept or not registration application from Service Applicants as per clause 1) and will notify the Service Applicants in case the application is accepted. Such notification shall complete the registration process whereby the Service Applicants become Registered Users.
- 3 - Registration process completion as defined in the previous clause shall mean that the Subscription Contract is established between HB and the Registered Users, hence the Registered Users shall be able to start using The Service.
4 - HB has the right to refuse applications for (re-)registration from Service Applicants in the following cases and is under no obligation to disclose details regarding the reason for such refusal.
- （1）When there are any untruths, errors, or omissions in part or all of the Registering Information.
- （2）When the Service Applicants are either minors, adult wards, persons under curatorship, persons under assistance and have not received consent from their legal representative or curator at the time of applying for registration.
- （3）When the Service Applicants are or are associated with anti-social forces or there are concerns they might support or take part in any way or shape in such anti-social movement.
- （4）When the Service Applicants have violated or were associated with violations of the Terms in the past.
- （5）When the Service Applicants were sanctionned with any of the measure mentionned in clause 13).
- （6）When, in other cases, HB deems the registration is not appropriate.
5. Change to the Registering Information
In case there is a change in the Registering Information, such change shall be reported with no delay to HB and HB shall decided the means through which such report shall be made. In absence of such report, Registered Users in question acknowledge the fact that they might no longer be able to use The Service.
6.（Handling of ID, password, etc）
- (1) In cases where passwords are issued to Registered Users when using The Service, Registered Users are solely responsible for the handling and storing of such passwords or IDs, registered email addresses etc. (“Private information”) and shall not lend, sell, assign, transfer the title, or make these available to any third party
- (2) Registered Users shall be solely responsible for any damages arising from a negligence to properly handle or storage their Private Information or their computer, cellphone etc.
- (3) In case of divulgation or unauthorized use of Private Information or in case there is concern it may be happening the Registered Users shall immediately report it to HB and follow instructions from HB. In such case, HB shall be able to end the use of the Private Information.
7. Service usage fee and payment method
- (1) HB shall determine the fee to be borne by the Registered Users to use The Service as defined on HB Webiste page (https://www.honeybirdapp.com/faqs)
- (2) HB shall determine the method of payment of such fee as defined on HB Webiste page (https://www.honeybirdapp.com/faqs).
- (3) In case of payment delay, an annual penalty charge of 14.5% of the fee amount shall be paid by the Registered Users.
8. Service usage
- (1) Registered Users shall be able to use The Service as determined by HB and for the time period their registration is valid and as long as such usage falls within the purpose defined in and does not violate the Terms.
- (2) Registered Users shall bear all costs (purchase and maintenance of computer, software, internet access, etc) for them to be able to receive the provision of The Service.
- (3) If any Registered Users defames others, infringes the privacy of others, discloses personal data of a third party without permission, takes any action against the Copyright Act, or otherwise infringes any right of others, the applicable Registered User or related end-user shall settle the problem at his/her own responsibility and cost.
9. Use of The Service by Salesman Users
- (1) Salesman Users can access information about products registered by Maker Users via The Service and choose which product they will pitch to to Retailers. Information about product sample availability (to be provided by Maker Users) is also available on The Service as well as how to request such sample.
- (2) Sales approach to Retailers shall be made directly by and at Salesman Users’ sole discretion and are outside of The Service scope. HB shall not be liable for such approach and any resolution of conflict arising from such approach is the Salesman Users’ sole responsibility.
- (3) Order placing from Retailers shall be collected by Salesman Users and is outside of The Service scope. HB shall not be liable for such order placing process and any resolution of conflict arising from such process is the Salesman Users’ sole responsibility.
- (4) Shipping instructions from Salesman Users to Maker Users, based on order placing made directly from Retailers to Salesman Users, can be made via The Service. Such shipping instructions shall be made based on information available on HB Website (https://www.honeybirdapp.com/app/products)
- (5) Payment from the Retailers to the Maker Users shall be made via The Service from the Retailers to the Maker Users. Salesman Users shall request the Retailers which placed an order to register to The Service.
- (6) After such registration (as per the previous clause) is completed, Retailers shall proceed with the payment as per instructions on HB Website (https://www.honeybirdapp.com/faqs).
- (7) Salesman Users commission fee shall be paid to Salesman Users once the payment from Retailers to Maker Users has been completed and verified by HB as per instructions on HB Website (https://www.honeybirdapp.com/faqs)
10. Use of The Service by Maker Users
- (1) Maker Users can register, via The Service, information about products they would like to be pitched to retailers. Salesman Users shall choose the product they will pitch to the Retailers based on such product information.
- (2) Information about products which the Maker Users would like to be pitched to Retailers will be provided on HB Website (https://www.honeybirdapp.com/app/products)
- (3) When the Maker Users receive shipping instructions from Salesman Users, Maker Users shall ship the product in question to the Retailers. The actual shipping of the product is out of The Service scope, hence HB shall not be liable for such shipping and any resolution of conflict arising from such approach is the Maker Users’ sole responsibility.
- (4) Payment to the Maker Users from the Retailers shall be made via The Service as per instructions on HB Website (https://www.honeybirdapp.com/faqs).
11. (Prohibited conducts and matters)
1 - In the context of the use of The Service by Registered Users, any conduct which is listed below or which HB determines to be corresponding to any of the conduct below shall be prohibited
- （1）Any criminal act or any act which violate or might violate any laws, regulations, or ordinances
- （2）Any act that relates or might relate to scam or threat towards HB another user of The Service or any other third party (“The Parties”)
- （3）Any act that is or might be offensive to public order and morals.
- （4）Any act that might damage or infringe the intellectual property rights, publicity rights, privacy rights, reputation or other rights or interest of The Parties
（5）In the context of communicating with other users of The Service, any of the conduct which is listed below or which HB determines to be corresponding to any of the conduct below
- a) Excessively violent or brutal words or expressions
- b) Information related to computer viruses or other malicious software programs
- c) Defaming or discrediting expressions towards The Parties
- d) Excessively obscene words or expressions
- e) Words or expressions encouraging discrimination
- f) Words or expressions encouraging suicide or parasuicide
- g) Words or expressions encouraging inappropriate use of drugs
- h) Antisocial words or expressions
- i) Words or expressions requesting the diffusion of chain emails to third parties
- j) Words or expressions causing discomfort
- k) Words or expressions with a view to meet, for personal purpose, a person with whom you have no personal acquaintance.
- （6）Any act that put excessive load on network of The Service
- （7）Any act that may interfere with the proper working of The Service
- （8）Any act that relates to an illegal access or an attempt of an illegal access to HB network or system
- （9）Impersonating other people
- （10）Using the ID of another user of The Service
- （11）Any advertisement via The Service which has not been approved by HB beforehand
- （12）Collecting information from other users of The Service
- （13）Any act that may cause prejudice, damage or discomfort to The Parties
- （14）Any act that may conflict with the rules mentionned on HB website
- （15）Any act that may benefit to anti-social forces
- （16）Any act with a view to meet, for personal purpose, a person with whom you have no personal acquaintance
- （17）Any act which facilitates or fosters any of the previously mentionned prohibited conduct.
- （18）Any other act deemed unappropriate by HB
- 2 - In the context of the use of The Service by Registered Users, any conduct mentionned in the clause 11)1. or which HB determines to be corresponding to such conduct can be sanctioned by HB, without prior notice, with the deletion of part or all of the information, words or sentences related to such conduct. HB shall not be liable for any damage caused by such deletion
- 3 - In the context of the use of The Service by Registered Users, any conduct mentionned in the clause 11)1. or which HB determines to be corresponding to such conduct can be sanctioned by HB, without prior notice, with the restriction or the shut-off of the use of the Service for the user in question. HB shall not be liable for any damage caused by such restriction or shut-off.
- 1 - In the context of the use of The Service by Registered Users, any conduct which is listed below or which HB determines to be corresponding to any of the conduct below shall be prohibited
12. Shut-off of The Service
1 - Any situation which is listed below or which HB determines to be corresponding to any of the situation below may result, without prior notice, in the total or partial halt or the shut-off The Service
- （1）Any planned or emergency maintenance or backup work on the computer or system supporting the Service.
- （2）Any computer, communication line, etc. breakdown or failure
- （3）Any overload caused by a concentrated and large amount of access to The Service
- （4）Any force majeur case such as earthquake, lightning, fire, blackout or other natural disaster that causes the impossibility to operate or provide The Service anymore
- （5）Any other case where HB deems necessary to halt or shut off The Service
- 2 - HB is not liable for any potential damage to Registered Users or another third party caused by any measure mentionned in clause 12)
- 1 - Any situation which is listed below or which HB determines to be corresponding to any of the situation below may result, without prior notice, in the total or partial halt or the shut-off The Service
13. Restricted use and deregistration
1 - Any behavior listed below can be sanctioned by HB, without prior notice or disclosure, with the deletion of the data related to the use of The Service, or the deregistration, temporary ban or the Subscription Contract termination of the concerned Registered Users
- （1）Violation of any clause of the Terms
- （2）Any misstatement within the Registering Information
- （3）Application for or allegations of insolvency, corporation reorganization procedures, civil rehabilitation procedures, liquidation procedures or other similar procedures.
- （4）6 months of non-use of The Service
- （5）Failure to reply to an inquiry from HB within 14 days.
- （6）Any of the situations described in clause 4)
- （7）Any other case where HB determines that it is not appropriate for the Registered Users to continue to be able to use The service, to continue to be registered, or for the Subscription contract to continue to exist,
- 2 - In any of the cases described in the previous clause, should the concerned Registered Users still have obligations towards HB, these would become immediately due and payable.
- 3 - HB is not liable for any potential damage to Registered Users or another third party caused by any measure mentionned in clause 13) .
- 1 - Any behavior listed below can be sanctioned by HB, without prior notice or disclosure, with the deletion of the data related to the use of The Service, or the deregistration, temporary ban or the Subscription Contract termination of the concerned Registered Users
14. Termination of registration
- (1) Registered Users can decide to terminate their registration to The Service via a means defined by HB.
- (2) At the time of the termination of registration, should the concerned Registered Users still have obligations towards HB, these would become immediately due and payable.
- (3) Handling of information of Registered Users after the termination of their registration shall be ruled by the clause 21)
15. Business outsourcing to Third Parties
- (1) HB may decide, to the extent necessary, to outsource part or all of the handling of The Service to a third party chosen by HB. Registered Users shall agree with such outsourcing.
- (2) HB may decide, to the extent necessary, to partner up with web service provider to provide The Service. Such web service provider may require Registered Users to comply with certain rules and Registered Users within the context of the use of The Service shall agree with such rules
16. Change of The Service’s content and termination
- (1) HB can decide to stop providing The Service or change its content at its sole discretion and has no obligation to notify Registered users prior to doing so.
- (2) HB will however endeavor to notify beforehand its intent to perform such operation (stop providing The Service or change its content) to Registered Users via a means that HB shall define.
- (3) HB is not liable for any potential damage to Registered Users, or another third party caused by any measure mentionned in clause 16) .
17. Rights’ Attribution
- (1) Copyrights and all other intellectual property rights related to HB Website and The Service shall belong to HB or the Licensor from which HB obtained its licences, and the Subscription Contract based on the registration process as defined in the Terms does not constitute a licence agreement from HB or the licensor for the Registered Users to be able to use such intellectual property.
- (2) Registered Users shall own the legal rights related to the Posted Content they post and represent and warrant that such right does not infringe on the intellectual property rights of any third party.
- (3) Registered Users grant HB a worldwide, non-exclusive, assignable, royalty-free, perpetual and irrevocable license to use, copy, publicly perform, display, distribute and modify the Material, and to prepare derivative works thereof, or incorporate the Posted Content into other works as well as sublicense the same.
- (4) Registered Users shall not assert their moral rights of author towards HB or any third party that would have succeded or been granted its rights from HB.
18. HB’s warranty and disclaimer
- (1) HB makes no guarantee regarding The Service as to its accuracy, usefulness, reliability, suitability to the purposes for which the Registered Users use it or that it complies with any particular law, regulation or industry code that may apply to the Registered Users.
- (2) Registered Users shall be solely responsible to investigate if needed (at their own cost if any cost is required) and ensure that their use of The Service complies with any particular law, regulation or industry code that may apply to them.
- (3) HB makes no guarantee outside of the scope of what is defined in the Terms regarding information that Registered Users have obtained directly or indirectly from us and which relates to The Service or other Registered Users
- (4) Transactions, communications and disputes between Registered Users or with a third party even when related to The Service or HB website shall be dealt with and resolvedby Registered Users and HB shall not bear no responsiblity regarding these.
- (5) HB shall not be liable for any damage caused by an (temporary) interruption of The Service, its (temporary) unavailability, change in content, deletion of Registered Users’ messages or information, deregistration, electronic device breakdown or damage or any other damage caused by the use of The Service (“Users Damage”)
- (6) HB shall not be liable for information related to any link redirecting to other websites on HB website or reversely any link on other websites redirecting to HB website
19. Compensation of damages
- (1) Registered Users shall compensate HB for any damage cause by a violation of the Terms or any other damage caused in the context of the use of The service
- (2) HB shall not compensate for any damage suffered by Registered Users in the context of the use of The Service. Regardless of this clause and under consumer protection laws, should HB have to compensate for damages Registered Users suffered, the indemnity shall be limited to the total amount received by HB from Registered Users as fees to use The Service for the period of one month prior to when the damage occured.
- 1 - All information related to HB’s technology, operation, business, financials, organization or other company information (“Confidential Information”) that HB may have provided or disclosed orally, by writing or other recording means or that Registered Users may have obtained in the context of the use of The Service shall not be used for any other purpose that in the context of the use of The Service and shall not be provided, disclosed or leaked to any other party without the prior written consent of HB.
2 - The below shall be excluded for the Confidential Information as defined in the previous clause.
- （1）Information that Registered Users already knew or information that was already publicly available before HB disclosed it.
- （2）Information that has come into the public domain after disclosure by HB to the receiving party but through no fault of the receiving party;
- （3）Information that was acquired, in a legitimate manner, from a party that has the right to provide or disclose such information and did not require confidentiality when providing or disclosing such information
- （4）Content developed independantly without relying on Confidential Information
- （5）Information that HB has recognized in writing to be not confidential
- 3 - Despite of clause 20)1. , Registered Users may disclose Confidential Information if required under the law, or because they are required to do so in court or by a government body. However in such case Registered Users shall notify HB of such disclosure with no delay.
- 4 - When requested to do so by HB, Registered Users shall, with no delay, dispose or return any of the Confidential Information and any support that might contain such Confidential Information.
21. Handling of Registered Users’ information
- (2) HB shall have the right to use and publish statistics or such related type of information regarding the contents, users’ information and data that are provided by the Registered Users as long as these statistics do not enable the identification of such Registered Users.
22. Effective period
The Subscription Contract between HB and the Registered Users shall be valid, during the period The Service is still provided, from the day the Registered Users has completed the registration process (as per clause 4 of the Terms) until such registration of the concerned Registered Users is canceled.
- (1) HB shall have the right, at its sole discretion, to change the content of the Terms.
- (2) In the case of a change of the Terms as per the previous clause, HB will notify such change to the Registered Users. After such notification, It will be assumed that Registered Users agree to the change, should the Registered Users not start the process of deregistration defined as per clause 14) and/or continue to use The Service.
24. Contacts and notifications
All contacts from Registered Users to HB regarding inquiries about The Service and any other inquiry, or notifications from HB to Registered users regarding a change in the Terms or regarding another related topic shall be done via a means defined by HB.
25. Transfer of Subscription Contract, etc.
- (1) Registered Users shall not transfer, assign, use as a collateral or perform any similar operation regarding the contractual status of their Subscription Contract or any of rights or obligations related to the Terms without a prior written consent from HB.
- (2) In case HB transfers the business related to The Service, HB shall have the right to also transfer, to the transferee, the contractual status of the Subscription Contract, the rights and obligations of Registered Users as well as the Registrering Information (including Personal & Private Information) and it is deemed that Registered Users agree to such clause. Such clause shall cover not only business transfers but also company splits and other related operations.
In the event that any (part of the) clause of the Terms is found to be invalid or unenforceable under consumer protection laws or any other ordinance the remaining clauses (including the remainder of the very clause that been found invalid or unenforceable) will remain in full force and effect.
27. Survival clauses
[Clause 6)2.], [Clause 7) only in the event there are arrears], [Clause 11)2. and 11)3.], [Clause 12)3.], [Clause 13)2. and 13)3.], [Clause 17)], [Clause 19)], [Clause 20)], [Clause 25)], [Clause 26)], [Clause 28)], [Clause 29)] shall survive even after the termination of the Subscription Contract and remain in full force and effect. However [Clause 20)] shall survive only 3 years after the termination of the Subscription Contract.
Any matter not stipulated in the Terms or any doubt arising with respect to any provision of the Terms shall be resolved, in good faith, upon mutual consultation.
29. Governing Law and Court of Jurisdiction
【Established on October 15, 2017】
- (1) The terms and the Subscription Contract shall be governed by Japanese law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply even in the event there is a transaction of products via The Service.
- (2) In the event of a dispute or conflict attributable to or with respect to the Terms the Tokyo District Court shall be the agreed court of first instance with exclusive jurisdiction.