Marketplace Terms of Use

Renesas Marketplace Terms of Use

October 16, 2017
Renesas Marketplace

This agreement specifies the terms and conditions governing the purchase of any applicable commercial product or service (hereinafter referred to as "product or service") on the Electronic Commerce (EC) store (hereinafter referred to as "the EC store") managed by Renesas Electronics Corporation (hereinafter referred to as "Renesas"), the operator of Renesas Marketplace, by users of the EC store (hereinafter referred to as "users"), as well as certain other non-sales interactions between Renesas and users.

Note that this agreement applies in tandem, as a single entity, with the Renesas Web Site Terms of Use. However, in the event that terms and conditions in this agreement differ from the Renesas Web Site Terms of Use, this agreement shall take precedence.

Furthermore, in the event that an applicable usage agreement for a product or service, as referred to below in Article 1, differs from the terms and conditions in this agreement or the Renesas Web Site Terms of Use, the applicable usage agreement shall take precedence.

1. Entry of Required Information and Management of Personal Information

Article 1: Use and Entitlement

By purchasing a product or service in the EC store, users agree to be bound by the terms and conditions of this agreement and to submit certain required information in accordance with procedures prescribed by Renesas.
When a user applies for or signs up for a product or service offered on the EC store in accordance with the procedures prescribed by Renesas, and if Renesas approves the application following a review, then an agreement regarding the product or service that was applied for (including the purchase agreement stipulated in Article 3 below, hereinafter referred to as the "usage agreement") shall go into effect between the user and seller including a third party (hereinafter referred to as "seller") who sells any commercial product or service at the EC store.

Renesas might not accept a user's application for one or more of the reasons listed below. Once a usage agreement is in effect, Renesas and seller may terminate or cancel said usage agreement without any notice or forewarning. In such a case, Renesas and seller assumes no responsibility for damages to the user caused by the termination or cancellation of the user's usage agreement.

  • Renesas and seller determines that the application includes information that is untrue (including false statements, errors, or omissions).
  • Renesas and seller determines that the user has faced suspension or termination of a usage contract in the past as a result of unauthorized use or other misconduct.
  • Renesas and seller determines that the user failed to satisfy the payment terms stipulated in a usage contract in the past or currently, or that there is a likelihood of payment default by the user in the future.
  • The user's payment is not approved by a credit card company, settlement agency, or financial institution, or the credit card submitted by the user has been suspended by the credit card company, settlement agency, or financial institution, or the credit card submitted by the user is not usable, regardless of the reason.
  • The user stops payment or becomes insolvent, or a legal action such as seizure, garnishment, injunction, or attachment (whether provisional or otherwise) is filed against the user, or proceedings such as bankruptcy, civil rehabilitation, special liquidation, or corporate reorganization are initiated by or against the user.
  • Renesas determines that the user's creditworthiness has deteriorated, for example because the user's drafts or checks are no longer being honored.
  • The user violates any of the provisions of this agreement.
  • The user behaves in a way that is contrary to public order and morals or contrary to the principles of good faith and fair dealing.
  • The user fails to respond within 30 days to an inquiry or request for information from Renesas.
  • Renesas determines that accepting the user's application or continuing the user's usage agreement would seriously impede Renesas' ability to conduct its business operations or to continue offering usage agreements.

Article 2: Management of Personal Information

Renesas will maintain and manage all personal information (as stipulated in Article 2, Paragraph 3 of Japan's "Act on the Use of Numbers to Identify a Specific Individual in Administrative Procedures") that is submitted by a user of the EC store in accordance with the provisions posted in the EC store's Privacy Policy. Furthermore, Renesas will not make use of a user's personal information outside of the uses specified in the Privacy Policy.

2. Terms and Conditions of Sale

Article 3: Establishment of a Purchase Agreement

A purchase agreement between seller and a user who purchases a product or service from the EC store (hereinafter referred to as the "purchaser") shall take effect after the purchaser's order application has been completed and has been reviewed and accepted by Renesas.

Article 4: Rejection of Application and Revocation of Approval

Notwithstanding the provisions of the preceding Article, Renesas might reject a purchaser's order application or revoke its prior approval of an application for one or more of the reasons listed below. In such a case, Renesas and seller assumes no responsibility for damages caused to the user by the rejection or revocation of the user's application.

  • The product or service that the purchaser has applied for is not in stock, has been discontinued, has no fixed restocking date, or is otherwise unavailable.
  • Renesas has decided to stop carrying or shipping the applicable product or service, for example because a serious defect has been found.
  • It is determined that the purchaser has submitted information that is untrue (including false statements, errors, or omissions).
  • The price displayed in the EC store for the product or service is clearly in error in terms of fair-market price.
  • The purchase is not approved by the applicable credit card company, settlement agency, or financial institution.
  • Renesas determines that it is in its best interests to reject the purchaser's order application or to revoke its previously granted approval of the application.

Article 5: Transfer of Ownership

Ownership of a product or service shall be transferred from seller to the purchaser at the time of payment by the purchaser for the product or service specified in the purchase contract.
If the product or service is a software product, only the ownership of the media for the relevant software product shall be transferred to the purchaser in accordance with the preceding paragraph. Copyrights and other intellectual property rights associated with the applicable software product itself shall remain the property of seller or of the original rights holders.

Article 6: Payment Methods

The EC store accepts the following forms of payment:

  • Credit card

Article 7: Shipment and Delivery Method

Products etc. are shipped from the seller to users. The delivery method will be notified to the user from Renesas. Renesas assumes no responsibility in the event of damage to the purchaser due to changes and delays from the delivery date that Renesas contacted as a delivery method.

Article 8: Delivery charge

Regarding the shipping fee of products etc., please check on the web page of each product.

Article 9: Warranty and Support

Renesas assumes no responsibility for any defects, disasters, accidents, disadvantages or other damages arising in connection with or arising out of products, etc.

Article 10: Returned or exchanged

This EC site does not correspond to processing of return / exchange. As for returns / exchanges, please do the processing directly between the user and the seller without going through this EC site.

Article 11: Cancellation of Purchase Agreement

If a purchase contract is terminated or canceled pursuant to a provision cited in Article 1, the purchaser as a matter of course loses the benefit of time in connection with any debts owed to Renesas and swller, and said purchaser must immediately make payment of the entire face value of those debts.

If a purchase contract is terminated or canceled pursuant to a provision cited in Article 1 and it is necessary to return the relevant product or service to Renesas and seller, the cost of the return of the product or service shall be born by the purchaser.

Article 12: Late Payment Charge

If a payment due date specified in the purchase agreement for a product or service has passed and the purchaser has not completed said payment, the purchaser shall pay Renesas a late payment charge of 14.6% of the outstanding balance (calculated on a daily basis prorated over a 365-day year) starting from the due date until the date the product or service is paid for in full.

3. Other

Article 13: Suspension or Restriction of the EC Store

Renesas reserves the right to restrict or suspend its EC store in whole or in part, without prior notification to users, for any of the reasons listed below.

  • In the event of power failure, shutdown for maintenance purposes, construction, malfunction, or similar event affecting the EC store's systems and equipment (including communications failure or preemption of communications in the public interest during an emergency).
  • If it becomes impossible to operate the EC store due to earthquake, lightning, fire, flood, power failure, natural disaster, strike, or other force majeure event, or due to the occurrence or risk of occurrence of interference or obstruction by third parties.
  • If Renesas determines that it is necessary to suspend or restrict the EC store for operational, technical, or other reasons.
  • For any other unavoidable reason.

Renesas reserves the right to change, supplement, or terminate its EC store in whole or in part at any time without prior notice. In such a case, Renesas assumes no responsibility for damages caused to users as a result of said changes, additions, or termination of its EC store.

Article 14: Intellectual Property Rights

All trademarks, copyrights, patents, and other intellectual property rights offered, used, or represented in the EC store shall remain the property of Renesas or seller, or of the original rights holder who has licensed said intellectual property rights to Renesas or seller. Users shall not reprint, reproduce, publish, modify, or redistribute the intellectual property offered, used, or represented in the EC store in whole or in part, either themselves or through a third party, without prior written permission from Renesas.

The rights and obligations under the terms of this agreement or a usage agreement are not transferable to a third party, in whole or in part, may not be made the subject of a pledge or other security interest, and may not be disposed of in any other way, without prior written permission from Renesas or deller.

Without any notification being required, seller may transfer, in whole or in part, its right to receive payment from a user for products and services under the terms of a usage agreement to a selected settlement agency or financial institution as the means for the user to pay for said products and services, or to seller's' leasing companies or suppliers of the products and services selected by the user. Furthermore, in the event that other business operations related to the EC store are transferred, seller reserves the right to transfer its rights and obligations under the terms of this agreement and any usage agreement, as well as its user registration data and other information, to another party in accordance with the relevant transfer of business operations, and the user shall be deemed to have agreed in advance to such transfer. Note that transfers of business operations referred to in this paragraph include not only ordinary transfers of business operations but also extraordinary transfers of business operations such as corporate breakup.

Article 15: Prohibitions

The user of the EC store is prohibited from engaging in acts or conduct that fall under any of the following classifications or other classifications deemed relevant by Renesas:

  • Acts that infringe or are likely to infringe the copyrights, portrait rights, trade secrets, property, privacy, and other rights of Renesas, Renesas group companies, or third parties
  • Acts of fraud, threat, or intimidation against Renesas, Renesas group companies, or third parties
  • Acts that slander or defame Renesas, Renesas group companies, or third parties, or that damage or compromise their honor or credibility, or acts that are likely to do so
  • Criminal activity or acts that lead to or are likely to lead to criminal activity
  • Acts of providing false information
  • Use or provision of computer viruses or other harmful computer programs, or information contrary to public order and morals, or other harmful information through the use of the EC store or in connection with the EC store or usage agreement
  • Acts that place an excessive burden on the EC store's networks, systems, or equipment
  • Unauthorized access or attempts to gain unauthorized access to the EC store or other Renesas networks, systems, or equipment
  • Acts in violation of public order and morals
  • Acts that interfere with the use or operation of the EC store or that are likely to do so.
  • Acts that cause nuisance, loss, or damage to Renesas, Renesas group companies, or third parties, or that are likely to do so
  • Acts that violate or are likely to violate laws or regulations
  • Acts that benefit criminal entities or antisocial forces
  • Other acts that Renesas deems inappropriate

Article 16: Disclaimer

With respect to the contents of the EC store, any product or service purchased through the EC store, or any information retrieved from the EC store, Renesas makes no guarantee as to its fitness for a particular purpose, its expected functionality, value, accuracy, or usefulness, its freedom from defects, or its compliance with any laws, regulations, or industry-internal rules applicable to the user.

Renesas assumes no responsibility for backing up data provided by the user, nor shall Renesas be held liable for any damages suffered by users related to the use of the EC store or its products or services, including loss or deletion of data or information provided by the user, failure or damage to the user's equipment due to use of the EC store or its products or services, or the suspension, termination, unavailability, or modification by Renesas of its provision of the EC store and usage agreements with users.

Even in cases relevant to the EC store or usage agreement where Renesas assumes liability, the liability assumed by Renesas shall be limited to the actual extent of damage caused directly to the user, and Renesas shall assume no liability for any incidental, indirect, special, or future damages, or damages related to lost earnings. Furthermore, with respect to liability directly attributable to the EC store or usage agreement, the total amount of liability assumed by Renesas shall be limited to the amount paid by the user to Renesas.

Renesas assumes no responsibility for inadvertent disclosure of a customer's personal information through delivery of an order confirmation or other necessary communication from Renesas in cases where the customer has provided the EC store with an incorrect mailing address, email address, or other contact information.

Article 17: Contact and Notification

Contact or notification from users to Renesas, including usage agreement inquiries, as well as contact or notification from Renesas to users, shall be made in the manner prescribed by Renesas.

Article 18: Jurisdiction

Tokyo District Court shall be the exclusive court of jurisdiction of the first instance for any disputes arising out of or related to this agreement or a usage agreement.

Article 19: Governing Law

This agreement and any usage agreement shall be governed by the laws of Japan.

Article 20: Separability

If any provision of this agreement is deemed invalid or unenforceable under the law, the remaining provisions of this agreement shall continue to remain in full force and effect. If only parts of a provision of this agreement are deemed invalid or unenforceable under the law, the remaining parts of the provision shall continue to remain in full force and effect.

Article 21: Agreement Scope and Modification

Renesas reserves the right to modify the terms and conditions of this agreement at any time in the manner prescribed by Renesas. In such a case, the modified terms and conditions shall apply to the user after Renesas notifies the user of the modifications in the manner prescribed by Renesas.

Renesas may establish individual riders (special terms and conditions) on other pages of the EC store website. In such a case, the riders shall constitute a part of this agreement, and in the event this agreement differs from a rider, the provisions of the rider shall take precedence.

Supplementary Provisions: This agreement shall take effect starting on October 16, 2017.

Unauthorized reproduction or transfer is prohibited.