Merchant Terms of Service and Agreement

Please read these Merchant Terms of Service and Agreement (these "Terms") carefully before using the websites, products, services, and applications (collectively, the "Services") offered by Daiikichi PLT ("Daiikichi," "we," and "us") in addition to the additional terms and conditions of other programs or services ("Additional Terms") and our policies and guidelines ("Policies") referenced herein or otherwise made available by Daiikichi.

All Additional Terms and Policies are hereby specifically incorporated herein by reference and the Terms, together with all Additional Terms and Policies, form the entire agreement between you and Daiikichi (the "Agreement") with respect to the subject matter hereof and supersede all prior agreements. To the extent that the Terms conflict with any other Additional Terms or Policies provided by or through us, the Additional Terms or Policies, respectively, shall control to the extent of the conflict. Any additional terms and conditions you may propose in any order confirmation or other documentation are rejected and shall have no effect unless expressly agreed to by us in a separate written agreement with you.

By registering as a merchant, distributor, or seller ("you" or "Merchant") to sell services or products ("Products") on the Services or otherwise using the Services in any manner, you agree to be bound by and comply with this Agreement. Should you register an account, make purchases or otherwise use our Services in a capacity other than as a merchant, seller, or distributor (e.g., as a purchasing user), you agree to be bound by Daiikichi's Terms of Use and Privacy Policy, which govern such conduct. If there is a conflict between those Terms of Use and these Terms, these Terms shall control to the extent of the conflict.

Daiikichi may change these Terms or the Additional Terms and Policies, including by introducing entirely new terms on subjects not previously addressed, at any time in our sole discretion. Daiikichi will provide 30 days' advance notice of any material changes if required by Applicable Laws to do so. Notice will be provided via electronic mail, the Daiikichi Merchant Dashboard or other commercially reasonable means. You are responsible for reviewing such notice and any applicable changes. Regarding any such change, you agree that your continued use of the Services after receipt of such notice shall constitute your acknowledgement and acceptance of any and all such changes, and it shall also constitute adequate consideration to support such changes, which shall automatically be incorporated into this Agreement as of the effective date stated in the change. If you do not agree to any of the changes, do not continue to use or access the Services, and Daiikichi reserves the right to remove your account and terminate your access to the Services.

Unless otherwise permitted by Applicable Laws, you agree that any change will only apply to Disputes that arise after the effective date of such change unless you have expressly agreed to such change.

1. Daiikichi Is a Marketplace

You understand and agree that one of the Services Daiikichi offers is an online marketplace for connecting Daiikichi users to purchase the Products that you list and sell on the Services. When a user purchases a Product from you, you are responsible for all processing, shipping, returns, and customer service related to the order as set forth in the Agreement. All transactions with Daiikichi users are between you and the user, and you will be the seller of record. Daiikichi is not a party to any transaction although we will provide certain services in connection with the transaction, as set forth in the Agreement.

You use the Services at your own risk. Daiikichi is not responsible or liable for any content, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, products, services, listings, links, or information posted or provided by you, other merchants, or other third parties on or through any of the Services.

2. Merchant Requirements

Eligibility:

You represent and warrant that: (a) you are at least 18 years old (or the age of majority set by Applicable Laws, if greater than 18), (b) you can form legally binding contracts under relevant Applicable Laws, and (c) all registration information you submit is accurate, truthful, and correct.

Daiikichi may, in its sole and absolute discretion, refuse to offer access to or use of the Services to any person or entity or change its eligibility criteria at any time as provided herein. If your use of the Services is prohibited by Applicable Laws, your right to access the Services is revoked and you may not use the Services.

Compliance:

You represent and warrant that you will comply with all applicable laws, rules, regulations, ordinances, orders, licenses, permits, judgments, decisions, and other requirements, of any governmental authority, whether domestic, international, federal, state, local or provincial, and whether in effect now or in the future and as may be amended from time to time ("Applicable Laws") including with respect to e-commerce, privacy, intellectual property, customs and global trade, trade sanctions, forced labor, minimum wage requirements, use of the Services, consumer and product safety, product testing, labeling, pricing, marketing, packaging, sale and provision of any Products by you, representations, warranties and quality assurance of any Products provided by you, online conduct, and acceptable content. Including, but not limited to all Merchant Policies whether in existence now or later introduced.

Representations and Warranties:

You represent, warrant, covenant, promise, and guarantee that during the period of registration and this Agreement: (a) you are legally established in accordance with Applicable Laws, validly existing, and in good standing; (b) you have all the necessary legal qualifications, rights, capabilities, and authorities to enter into this Agreement, fulfil duties accordingly, and grant rights, licensing and authority required by this Agreement, and have the permissions, approvals, and licenses required by your business and the sale of the items in all relevant countries; (c) you and your Affiliates (as defined below) will comply with all Applicable Laws to fulfil your rights and duties under this Agreement; (d) you are in full compliance with all Applicable Laws when offering or fulfilling any Products for sale on the Services; (e) you shall maintain such records required by Applicable Laws and shall promptly on request make them available for inspection by Daiikichi or any relevant authority that is entitled to inspect them; (f) you shall monitor any changes in the Applicable Laws which may impact the sale of your Products on the Services; (g) you shall directly notify Daiikichi by email and in writing of any investigation and potential claim that are instigated by any regulator in relation to your Products offered on the Services; (h) you shall promptly remove any and all Products from the Services if they infringe or otherwise violate any Applicable Laws, Merchant Policies (unless Daiikichi in its sole discretion has permitted eligible merchants the ability to sell restricted items in specific regions based on new or additional requirements being met), or are otherwise prohibited; and (i) you and your financial institution(s) are not subject to Sanctions or otherwise designated on any list of prohibited or restricted parties or Affiliates of any such party, including the lists maintained by any applicable government authority.

"Affiliate" shall mean, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with, that person or entity.

Beta Programs

From time to time, Daiikichi may, in its sole discretion, invite you to participate in a pilot or trial program or to use beta features that are in development and not yet available to all merchants (the "Beta Programs"). The Beta Programs may be subject to additional terms and conditions, which Daiikichi will provide to you prior to your use of the Beta Programs. Such Beta Programs and all communications or materials (oral or written) relating to Beta Programs will be considered Confidential Information and subject to the confidentiality provisions in these Terms. You agree that you will not make any public statements or disclose your participation in any of the Beta Programs without Daiikichi's prior written consent. Daiikichi makes no representations or warranties regarding the Beta Programs. Daiikichi may change, cancel, or discontinue the Beta Programs at any time, in Daiikichi's sole discretion. To the extent permitted by applicable law, Daiikichi will have no liability for any harm or damage arising out of or in connection with the Beta Programs.

Password and Account Security:

You are required to keep your account (including any sub-account) and password secure and are responsible for all activity, liability, and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Daiikichi of any unauthorized use or access of your password or your account or any other breach of security of your account. You also agree that Daiikichi cannot and will not be liable for any loss or damage arising from your failure to keep your account secure or any unauthorized access of or other breach of security of your account. You agree not to share your login credentials with any third parties. You agree not to use the same login credentials for your account that you use for any other platform. Daiikichi strongly encourages the use of two factor authentication to add an additional layer of security.

Account Information:

You must keep your account information up to date and accurate at all times, including a valid name, address, phone number, email address, and bank account information. To sell Products on the Services you must provide and maintain valid payment information. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of your credit card, and, in limited circumstances, to charge your credit card or debit your bank account for any sums payable by you to us (in reimbursement or otherwise). You also agree to provide Daiikichi any additional information, documents (including identity documents), or authorizations as may be necessary for Daiikichi to provide the Services or for you to fulfill your obligations under this Agreement

Account Transfer:

You may not transfer or sell your account, username, or associated payment provider or processor account to another party nor may you register multiple merchant accounts at any time. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement. Failure to abide by this section shall be considered a material breach of this Agreement and may result in your accounts being removed from the platform.

Right to Refuse Service:

Daiikichi reserves the right to cancel unconfirmed or inactive accounts, to refuse to offer and restrict, suspend, or disable any part of the Services to you, issue penalties, to cancel orders, remove your listings, and delete all data or other information associated with your account (including any materials you may have submitted to us), among other remedies or actions we may take pursuant to this Agreement or Applicable Laws, for any violation or suspected violation of this Agreement or Applicable Laws, with or without notice to you. We may also discontinue the Services or any part of the Services and delete all data or other information associated with your account (including any materials you may submit to us). We assume no liability for any information removed from the Services, and we reserve the right to permanently restrict your access to the Services or your account. You agree that you do not have any rights in the Services and that we have no liability to you if the Services are discontinued or if you are no longer able to access the Services or any information that was previously made available to you on the Services.