(1) STYLEM offers the following Services, which may only be used by users who are located in the United States and Canada, and those who have registered as Members on this Website in accordance with these Terms of Service:

i. the ability to purchase fabrics introduced on this Website (“Fabrics”); and

ii. the ability to purchase a license to use DIGITAL FABRIC (“DIGITAL FABRICS”) created by combining texture (image) data and physical property data that expresses the texture of the fabric.

(2) We may, in our sole discretion, determine all features and methods of providing the Services, including the right to refuse access to or use of the Services to anyone for any reason at any time, and the right to modify or discontinue the Services (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for, including without limitation, any modification, price change, suspension or discontinuance of the Services.

(3) You shall be responsible for all communication costs incurred in using the Services, such as sending/receiving emails, browsing the Website, and other necessary communication costs by information communication devices including cell phone.

(4) You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services or any contact on the Website through which the Services is provided, without express written permission by us.

(1) Users wishing to register as Members must follow the procedure prescribed by STYLEM in the ‘Member Registration and Login’ section in the ‘Customer Service’ provided on the Website and apply for membership registration. Proxy registration is not permitted.

(2) Please note that the membership is intended for ‘business purpose only’ and applies to corporations or business organizations that have agreed to these Terms of Service and have applied for and been registered as a Member in accordance with the procedure specified by STYLEM. Members may only use the purchased Fabric to create new products for sale or to create samples, and may also use DIGITAL FABRIC for the purpose of planning and developing product design.

(3) STYLEM reserves the right to refuse or immediately terminate a membership, at any time without prior notice, if any of the following conditions apply to a Member:

i. if Member is not located in the United States or Canada;

ii. if the application for membership is submitted under a fictitious name, or if Member has provided false or inaccurate information to STYLEM when applying for membership;

iii. if it becomes clear that Member has had its membership revoked or received some other form of censure for violating these Terms of Service or other regulations in the past;

iv. if Member engages in activities prohibited by these Terms of Service, or other regulations stipulated by STYLEM;

v. in the event of late payment or other default in payment of fees or other charges related to products and Services;

vi. if Member is our competitor or a potential competitor;

vii. if we determine that the purpose of use is to collect information to compete with us or our suppliers;

viii. if we determine that the purpose of use is other than considering the use of products and Services provided by us; or

ix. if we deem any other act of Member as inappropriate.

Personal information contained in Member information will be handled appropriately in accordance with the privacy policy established by STYLEM and applicable laws and regulations.

(1) If there is a change in the registered information, the Member must promptly notify STYLEM using the method specified by STYLEM in the ‘Member Registration and Login’ section in the ‘Customer Service’.

(2) STYLEM shall not be liable for any failure to provide the Services or any hindrance to the transaction due to the changes in registration details.

(1) You need to register your ID (your email address) and password when registering as a Member. Member shall properly manage the registration ID and password at its own risk.

(2) A Member shall use its ID and password only for business purpose, and must not transfer, loan, or otherwise provide them to a third party for the use of third party.

(3) We assume no responsibility, whatsoever, for any damage incurred by a Member as a result of the use of ID and password by a third party, whether by theft or any other reason, unless there is intentional or gross negligence on us. Members whose ID and password were used shall be solely responsible for the consequences of such misuse.

(4) If a third-party leakage or unauthorized use of the ID and password is discovered by Member, Member shall contact us immediately.

(5) STYLEM will consider the use of the Services using the ID and passwords as actions of the registered Member unless and until Member provides valid notification to the contrary. Subject to applicable law, any and all liability for the consequences of such use shall belong to such registered Member.

(1) Members who wish to cancel their membership should complete the withdrawal procedure as prescribed by STYLEM in the ‘Member Registration and Login’ section in the ‘Customer Service’. You will no longer be able to log in to your account, and all functions will no longer be available once your withdrawal request has been accepted.

(2) The handling of personal information after termination of membership shall be in accordance with the provisions of Article 3 of these Terms of Service. We are not obligated to continue to retain the personal and account information for Members who have terminated their membership unless required by our privacy policy and/or applicable law.

(3) In the event that any of the following events arise, STYLEM may, at its discretion, cancel the membership registration of Member:

i. if Member violates any of the provisions of these Terms of Service;

ii. if it is found that there are false facts in Member’s registration details;

iii. if Member suspends payment or becomes insolvent, or if a petition is filed for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings or similar proceedings;

iv. on the occurrence of any event detailed under Article 2, paragraph 3;

v. when there has been no purchase history of products offered under the Service for more than one (1) year; or

vi. when STYLEM reasonably considers that the continuation of membership registration is inappropriate.

(4) STYLEM shall not be liable for any loss or damage incurred by Member as a result of withdrawal or cancellation of membership registration in accordance with the preceding paragraphs.

(5) In the event of withdrawal or cancellation of membership pursuant to this Article, Member will naturally lose the benefit of time in respect of all debts owed to us and shall immediately pay all such debts to us.

(1) STYLEM may issue coupons and gift cards (hereinafter referred to as “Coupons”) to its registered Members. The contents and terms and conditions of use of the Coupons shall be as specified in the ‘Order and Purchase’ section in the ‘Customer Service’.

(2) If we determine that Member falls under any of the following categories or is likely to do so, we may suspend or revoke Member’s use of Coupons:

i. if Member acquires a Coupon by an unlawful method, or uses it knowing that it is a Coupon obtained by an unlawful method;

ii. if Member violates any of the provisions of these Terms of Service; and

iii. in case of fraudulent use of Coupons.

(3) If the above applies or is likely to apply, we may temporarily suspend the use of Coupons by Members for the purpose of an investigation. In addition, even if the expiry date of the relevant Coupon is passed during the suspension of the use of the Coupon, we will not replace, reissue, redeem or refund the expired Coupon in any way whatsoever.

(4) If Member loses membership on this Website, all Coupons which Member holds will be forfeited. In such a case, Member shall not be entitled to make any claim against STYLEM for refund, redemption, refund, compensation for damages or any other claim under any name whatsoever.

(5) Members shall not transfer Coupons to a third party or may not establish a security right such as a pledge.

(6) STYLEM does not offer cash refunds or exchange Coupons for gift cards. However, cash refunds may be made when it is legally necessary.

Members shall not engage in any of the following acts, or any acts that may lead to such, when using the Services:

i. acts that interfere with the smooth operation of the Services;

ii. resale of unprocessed Fabric;

iii. registration of false membership information;

iv. acts of impersonating STYLEM or a third party or intentionally disseminating false information;

v. use of Services for a purpose other than the intended purpose of the Services;

vi. acts of accessing this Website by unauthorized means;

vii. interfering with or attempting to disrupt the Services by distributing a virus or harmful code into our platforms or other programs;

viii. acts that may infringe the copyright or other intellectual property rights of Website that provide the products and Services;

ix. acts that may slander and defame STYLEM, its officers and employees or third parties, or harass, harass, threaten or otherwise cause inconvenience;

x. acts contrary to applicable laws and regulations; or

xi. any other acts that STYLEM reasonably deems inappropriate.

(1) In any of the following cases, we may suspend all or part of the Services without any prior notice to Members:

i. when carrying out maintenance of this Website;

ii. in the event of system malfunction due to natural disasters, power outages, fire, telecommunications carriers' line failures, etc.; or

iii. when STYLEM reasonably deems it necessary to suspend the Services for administrative, operational or technical reasons.

(2) STYLEM shall not be liable for any damages incurred by Members due to the suspension of the Services pursuant to the preceding paragraph.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to this Website. It is Member's responsibility to check this Website periodically for changes. The modified terms will come into effect as soon as they are posted on this Website. The Member's continued use of or access to this Website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes. 

This Website contains hyperlinks to other websites owned and operated by third parties; and such hyperlinks are not our recommendations. Members should ensure that the confidentiality and security terms of the applicable third-party site are acceptable to Members before providing any information on such a site. STYLEM has no control over third-party websites and their contents and does not take responsibility for any loss or damage that may arise from Member's use of them.

(1) Unless otherwise specified herein, all intellectual property rights (including but not limited to copyrights, design rights, patent rights, utility model rights, trademark rights, and know-how) and other rights contained in the Services belong to STYLEM or the supplier of products. Except for use permitted by trademark law, copyright law, etc., or where permission is stated within this Website, the use, reproduction, modification, analysis, transmission, transfer, lending, licensing, exporting, etc., of the information, whether commercial or non-commercial, and in any medium, is prohibited without prior authorization from STYLEM.

(2) All industrial use rights related to the designs, trademarks, specifications, etc., of the products sold on this Website belong to STYLEM or the supplier of products. Any infringement of rights, including the manufacture and sale of counterfeit products, shall result in legal actions, including injunction and claims for damages.

Members shall maintain in confidence and shall not disclose to any third party, any and all information obtained from this Website with respect to, including without limitation, products and Services provided by STYLEM (“Confidential Information”). 

(1) We do not guarantee, represent or warrant that Member's use of our Services will be uninterrupted, timely, secure, or error-free.

(2) We do not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

(3) Members agree that from time to time, we may remove the Services for indefinite periods of time or cancel the service at any time, without notice to Member.

(4) A Member expressly agrees that their use of, or inability to use, the Services is at their sole risk. The Services and products delivered to a Member through the Services are (except as expressly stated by us) provided 'as is' and 'as available' for their use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall STYLEM, its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers, or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation, lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based on contract, tort (including negligence), strict liability or otherwise, arising from a Member's use of any of the Service or any products procured using the Service, or for any other claim related in any way to a Member's use of the Services or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Services or any content (or product) posted, transmitted, or otherwise made available via the Services, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our maximum liability shall not in any case exceed the actual price paid by Members in respect of the products purchased hereunder.

Members agree to indemnify, defend and hold harmless STYLEM and its affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, against any and all losses, damages, costs, liabilities and expenses (including without limitation reasonable attorneys’ fees and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of:

i. any breach by Member of any provision of these terms and conditions; or

ii. use of this Website; or

iii. violation of any law or the rights of a third party.

(1) STYLEM shall not be liable in the event it is prevented, interrupted or delayed in whole or in part, from performing its obligations under these Terms of Service by circumstances beyond its reasonable control, including without limitation, war, invasions, riots, terrorist acts, lockouts, labor strike or other civil disorder, fire, flood, earthquake, natural disasters, or other act of God; epidemics, pandemics, or such other events deemed equivalent other applicable law (“Force Majeure”). STYLEM will inform Members of the occurrence of such an event as quickly as possible.

(2) STYLEM and/or Member will be able to cancel the order, after notification, if the Force Majeure lasts for longer than sixty (60) days following its initial occurrence. Neither Party will have the right to claim damages or compensation.

Any notices, communications, and support provided by STYLEM to Members regarding the Services shall be made via e-mail, telephone, or registered mail.

In the event that any provision of these Terms of Service is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service. Such determination shall not affect the validity and enforceability of any other remaining provisions. 

(1) The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms of Service for all purposes.

(2) These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use the Services or when you cease using this Website.

(3) If, in our sole discretion exercised reasonably, you fail or we suspect that you have failed to comply with any term or provision of these Terms of Service, we may also terminate these Terms of Service at any time without notice, and you will remain liable for all amounts due up to and including the date of termination. Additionally, we may deny you access to the Services (or any part thereof).

(1) These Terms of Service shall be governed by and construed in accordance with the laws of Japan.

(2) Any or all disputes, controversies, or differences arising from, in relation to, or in connection with these Terms of Service, shall be settled by arbitration in Tokyo, Japan, in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The award of the arbitrator shall be final and binding upon the parties hereto.

No delay or failure to take action under these Terms of Services shall constitute any waiver by STYLEM of any provision of these Terms of Service.

Any inquiries or questions about these Terms or Services should be sent to us via email, the Chat section on the Website, or the Inquiry Form on the Website.

(1) By registering as a Member of STYLEM, you have access to the following services in relation to the fabrics on the Website: 

i. purchase of Fabrics (sample length cutting orders);

ii. requesting sample book of the Fabrics; and

iii. accessing information related to Fabrics (such as unit sales price, inventory, quality inspection data, etc.)

(2) For more information on the contents, please refer to the  ‘Customer Service’.

Please note the following in advance of using the Services.

(1) We have made every effort to ensure that the colors of the Fabrics shown on this Website are as close as possible to the actual product. However, the colors may appear different from the actual fabrics depending on your device, monitor settings, room lighting, etc.

(2) Due to dyeing and processing batches, even Fabrics in the same SKU will vary in color and thickness. We cannot guarantee that the Fabric you purchase will be exactly the same color or thickness as displayed in the sample book.

(3) We do not warrant that the quality of any products, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

(1) Upon Member registration, all prices of the products shall be displayed for the Members.

(2) The product prices are subject to change without prior notice to Member.

(3) The product price does not include shipping, packaging, and other handling charges. For shipping and other handling charges for products, please refer to the specific commercial terms and conditions stipulated at the time of placing the order.

(4) Shipping to anywhere outside Japan may be subject to or incur local customs and duty charges, which are beyond our control and are based on the customs laws of the receiving territory. We are not obliged to indemnify such costs should they arise, and they will become a matter for the recipient.

(1) Members shall apply for the purchase of Fabrics in the manner prescribed by STYLEM and order the products. For details on how to order, please refer to the　‘Order and Purchase’ section in the ‘Customer Service’.

(2) Upon receipt of the order in the preceding paragraph, STYLEM will automatically send an email to the registered Member's email address acknowledging receipt of the order. The system only allows orders for products that are in stock, but due to the timing of your order, we may cancel your order if we run out of stock.. In the event that a product is found to be unavailable after the payment by Member, STYLEM will immediately inform the Member and, if necessary, process the refund as quickly as possible and at the very latest within fifteen (15) calendar days. In the case of payments made by debit or credit card, the date by which the refund amount shall be credited to the Member’s card shall depend on the card issuer. Please refer to ‘Refund Policy’ in the ‘Customer Service’ for the refund schedule for each payment method.

(3) Members are responsible for ensuring that all details submitted at the time of payment are accurate and complete to enable us to provide the Services Members require. These details include but are not limited to, name, address, contact telephone number, mobile number, email address, payment details, order details such as article number and quantity, and any uploaded content.

(4) The order must be made by the Member itself, and no transactions by proxy or in the name of a Member are permitted unless we permit in writing or expressly state otherwise. In the unlikely event that a proxy of the Member is permitted, all rights and obligations arising from the purchase of products shall belong to the registered Member. Our minimum order quantity per Fabric is 1 yard.

(1) A sample book is available for consideration of Fabric purchase. The Member can request only one sample book per Fabric.

(2) If we determine that the purpose of requesting a sample book is other than to consider the purchase of the Fabric in question, such as ordering the same product number several times or a large number of product numbers at once, we may cancel the request at our sole and absolute discretion.

(1) Delivery will take place, unless otherwise agreed, to the delivery address you provided, on a DDU basis (Incoterms 2020). The title and risk of loss or damage to the products shall be passed to Members upon receipt of the delivery.

(2) The products shall be shipped via DHL services, our logistics partner. We will make reasonable endeavors to dispatch the products on or before the date for dispatch set out in the order confirmation, depending on the product, the time the order was made, and the delivery address.

(3) Please note that delivery dates are stated in good faith and serve as a guide timeline. We do not warrant that the products will reach the designated place on a specific delivery date.

(1) When purchasing a product through the Website, Member shall pay, in addition to the price of the product, the consumption tax, the prescribed commission fee, and the prescribed shipping fees in advance, by the payment method selected at the time of order placement. Details of all these additional fees shall be indicated on the Website from time to time.

(2) Any and all payments on our Website shall be made by using Shopify Payments (credit/debit card) or PayPal. We do not accept payments through any other method. Please follow the links below for additional information on the payment methods for Shopify Payments and PayPal.

Shopify Payments https://help.shopify.com/en/manual/payments/shopify-payments

PayPal https://www.paypal.com/fi/webapps/mpp/ua/legalhub-full

(3) The sales contract between STYLEM and Member is deemed to be concluded upon the completion of payment. Notwithstanding the conclusion of a sales contract, in the event of fraudulent or inappropriate conduct by Member in relation to the use of the Service, STYLEM may take appropriate measures such as cancellation or termination of the contract in question.

(4) In the case of payment by credit or debit card, the contractual terms and conditions between Member and the card company or financial institution shall apply, and any dispute between Member and the card company, etc., shall be mutually resolved between them, for which STYLEM accepts no responsibility.

(1) Please note that, in principle, requests for changes or cancellations of orders cannot be accepted after the payment and order process has been completed.

(2) If we determine that there is a reasonable ground for such change or cancellation after consulting with Member, we may, at our sole discretion, accept such request for change or cancellation.

(1) Please check the ‘Product Precaution’ in the ‘Customer Support’ and accept the contents before placing your order. If defects exceeding our standards are found during the shipping inspection, we will ship the product at a length that includes an allowance for that amount in addition to the quantity ordered.

(2) Except as provided for in paragraphs 3 and 4 of this Article, we do not accept any request for exchange or return of products.

(3) Members shall immediately inspect the contents of the products upon arrival. In the unlikely event that the product Member received is defective, damaged, or otherwise different from the product Member ordered, Member must inform us within eight (8) calendar days of the receipt of the products, and we will replace or return the products with conforming or alternative products. Please note that any request for exchange shall be fulfilled subject to the availability of the product in the inventory on the date of receipt of returned products. 

(4) Notwithstanding the foregoing, we cannot accept returns for the following products:

i. where any irregularities or shortcomings considered by Member to be grounds for exchange or return are product characteristics described in the Fabric Terms of Sale or in the ‘Product Precaution’ in the ‘Customer Service’;

ii. products that have been delivered for more than eight (8) calendar days and no complaint has been received by us;

iii. product that has already been used (including washing, processing, marking, cutting, sewing, etc.);

iv. products that, due to Member actions, have odors adhering to them, are dirty or discoloured, or damaged/scratched; or

v. products whose condition at the time of return is significantly different from the time of delivery.

(5) Any decisions with respect to the exchange or return of the products pursuant to paragraphs 3 and 4 of this Article shall be made in good faith after discussing it with Member.

(6) STYLEM and Member shall decide on a case-by-case basis how to bear the shipping costs for returning the products, based on the content of the non-conformity of the products.

(1) STYLEM offers two types of DIGITAL FABRICS in formats u3ma and Zfab.

(2) Digital Content is purchased separately for each material and is sold in the form of a license. When Member pays for the purchase and downloads the content, they are granted the right to use the Digital Content.

(3) Purchased Digital Content (“Purchased Content”) may be used for commercial use an unlimited number of times and for an unlimited period of time within the scope set out in these License Terms, subject to compliance with these License Terms.

(1) By registering as a Member, you can purchase and download Digital Content from your account.

(2) Purchase and use of Digital Content, communication costs for downloading data, storage for storing data and 3D software for processing, etc., are not included in this Service and must be prepared by Member.

(3) Members may not transfer, sublease, or sublicense Purchased Content to third parties.

(4) Notwithstanding the preceding paragraph, if a Member uses Purchased Content in deliverables produced for their customers, they may allow the customer to use the Purchased Content only in such deliverables. Additionally, if a Member outsources the production of a product using the Purchased Content to a subcontractor, Member can only process the Purchased Content in the production outsourced to the subcontractor. In both cases, Member is responsible for ensuring compliance with the Terms of Service and other applicable law by the user and subcontractor.

(5) Even after STYLEM grants the right to use, the copyright and other rights related to the Purchased Content belong to STYLEM, and the rights are not transferred to Member or otherwise waived.

(6) The following acts are prohibited when using Purchased Content. If a Member is found to have committed any of these prohibited acts, legal actions may be taken, including injunction and claims for damages, and their membership registration may be canceled based on Article 2, paragraph 3 of the Terms of Service.

i. Use of obscene or offensive content.

ii. Use of logos, service marks, trademarks, designs, or other rights.

iii. Use of Purchased Content in any business or service that competes with us. Examples include:

(a) Distributing Purchased Content in a state where it can be obtained by unspecified third parties;

(b) Distributing Purchased Content in a form that allows free processing as material; or

(c) Transferring, subletting, or sublicensing Purchased Content, whether paid or free.

(1) The price displayed on the Website is the license fee for the Digital Content.

(2) Unless otherwise agreed, payment of the license fee for Digital Content must be made immediately in the manner specified in the ‘Digital Fabric’ in the ‘Customer Service’.

(3) Payment by credit card and debit card is subject to the terms and conditions of the contract between Member and the credit card company or financial institution. Any dispute between Member and the relevant credit card company shall be resolved between Member and the relevant credit card company, and STYLEM assumes no liability.

(4) Payment by PayPal or any other third-party payment provider is subject to the terms and conditions of the contract between Member and such payment provider. Any dispute between Member and the relevant payment provider shall be resolved between Member and the relevant payment provider, and STYLEM assumes no liability.

(1) Purchased Content cannot be returned or refunded due to the nature of digital data.

(2) However, STYLEM will accept requests for returns under the following circumstances:

i. If there is a physical defect or failure in the downloaded Purchased Content, we may, at our discretion, replace it with a non-defective or equivalent product, or cancel and refund the purchase. Such requests must be made within one (1) month of purchase, and the defects or failures must represent a significant deviation in quality from traditional industry standards.

ii. In the event of duplicate purchases or other unusual payments due to temporary server or line errors (limited to cases where multiple payments for the same content have been made within 24 hours), the relevant purchase can be canceled, and a refund shall be issued. Such requests must be made within one (1) week of the purchase.

(3) Refunds shall be made in the manner determined by STYLEM, and transaction fees paid at the time of purchase are non-refundable.

In addition to Article 14 (Disclaimer) of the Terms of Service, our responsibilities in relation to these License Terms are as follows:

(1) STYLEM shall not be liable for any loss of Purchased Content downloaded by Member to a computer or other device. Members shall be responsible for creating and maintaining backups of such data.

(2) STYLEM shall not be liable for any damages incurred by Member in connection with the use of the Purchased Content, a breach of the Terms of Service by Member, or in the Member’s processing of the Purchased Content.

(3) Members can download the Purchased Content, at any time they need, and as many times as they need by logging into their membership account. There is no set date or deadline for downloading the Purchased Content. However, in the event that the Services related to Digital Content are terminated by STYLEM, the Purchased Content shall no longer be available for download, and STYLEM shall not be held liable for any loss or expense incurred by the Member, including without limitation, making a refund, in whole or in part.