VosCMS Terms of Service

Effective date: March 2, 2026

Article 1 (Purpose)

These Terms govern the rights, obligations, and responsibilities of 株式会社ザボスＥＣＯ研究所 (the "Company") and Users regarding the use of the marketplace "VosCMS Marketplace" (the "Marketplace") operated by the Company at market.21ces.com.

Article 2 (Definitions)

"Marketplace" means the online venue where third-party Developers sell plug-ins, widgets, skins, themes, and other items ("Items") for VosCMS to Buyers who can purchase, download, and use them.
"Developer" means an individual or legal entity that registers and sells Items in the Marketplace.
"Buyer" means an individual or legal entity that purchases or obtains Items via the Marketplace.
"User" collectively means Developers and Buyers.
"License" means the terms under which a Developer permits a Buyer to use an Item.
The Company acts as an intermediary providing the venue and payment processing, and is not, in principle, a party to any individual transaction.

Article 3 (Publication and Amendment)

The Company publishes these Terms on the market.21ces.com service screen. The Company may amend these Terms within the scope of applicable law; amendments will be announced 7 days in advance (or 30 days for material changes to User rights).

Article 4 (Rules Outside the Terms)

Matters not provided herein, and their interpretation, are governed by the laws of Japan, the Consumer Contract Act, the Act on Specified Commercial Transactions, separately published operational policies, and general commercial practice.

Article 5 (Registration)

A User may use the Marketplace by registering an account in accordance with the procedures prescribed by the Company.
Where the registration information is false or anti-social affiliation is found, the Company may refuse or revoke registration.
A minor User must register with the consent of their legal representative.

Article 6 (Developer Qualification and Review)

A User wishing to act as a Developer must submit prescribed documents (identification, business number, bank account, qualified-invoice issuer number (T-number), etc.) and undergo the Company's review.
Review is conducted at the Company's reasonable discretion, and the Company is not obligated to disclose individual reasons for the result.
Once approved, business information cannot be unilaterally changed by the Developer; changes require re-review upon application to the Company.

Article 7 (Item Listing and Review)

A Developer shall register the name, description, price, license terms, supported version, changelog, etc. of an Item in the form prescribed by the Company.
Items are made public after the Company's pre-review. The Company may refuse listing or unlist a published Item in the following cases: (1) infringement of third-party rights, (2) presence of malware/vulnerabilities, (3) violation of public order, (4) breach of these Terms, (5) other cases deemed inappropriate by the Company.
Where an Item's description differs from its actual functionality, the Developer must promptly correct it.

Article 8 (Purchase, Payment, and License Grant)

A sales contract is formed when a Buyer expresses intent to purchase an Item and payment is completed.
The sales contract is between the Buyer and the Developer; the Company intermediates payment and delivery.
Upon completion of purchase, the Buyer obtains the right to use the Item in accordance with the License of that Item.
Licenses vary per Item and are specified by the Developer at registration (e.g., GPL, MIT, proprietary).

Article 9 (Refunds and Cancellation)

Due to the nature of digital goods, refunds are not provided as a rule after download or license-key issuance. Exceptions where refunds are available:

Before download and license issuance (immediate cancellation after purchase).
Where the Item materially differs from its description or specification (within 7 days of purchase).
Where the Item is confirmed by the Company to contain malware or material defects.
Where there is a clear system error such as duplicate billing.

Refunds are processed by reversal to the original payment method per the payment provider's rules. The Company handles escrow adjustments (e.g., clawback if already paid out).

This article satisfies the disclosure requirements of Article 15-2 of Japan's Act on Specified Commercial Transactions.

Article 10 (Settlement)

The Company deducts a Marketplace fee (the current rate is published separately in the Company's fee schedule, with prior notice of any change) from confirmed Item revenue and settles the remainder to the Developer. Consumption tax is separated from the tax-included price.
Settlement is paid upon Developer's request, subject to a minimum amount (rzx_mkt_settings.min_payout_amount, default JPY 5,000).
Pursuant to Japan Income Tax Act §204, freelance Developers are subject to 10.21% withholding tax. For qualified invoice issuers (with T-number), consumption tax is paid by the Marketplace directly to the Japan NTA.
Payouts to overseas bank accounts are converted to USD and sent via PayPal. The conversion uses same-day rates; exchange-rate fluctuation is not passed through to Buyers or Developers.

Article 11 (Prohibited Acts)

Users shall not engage in any of the following:

Registering or paying under another's name.
Unauthorized copying, redistribution, or resale of Items.
Registering malware/vulnerabilities or spreading malicious code.
False reviews/reports, harassment of competing Developers.
Excessive load on the Company's systems or bulk trading by automated tools.
Distribution of illegal information via the Marketplace.
Other violations of applicable laws or these Terms.

Article 12 (Scope of the Company's Liability)

The Company is an intermediary in transactions through the Marketplace and does not warrant the quality, fitness, functionality, or non-infringement of third-party rights of any Item.

All liability concerning the content of an Item rests with the Developer.
The Company is, in principle, not liable for damages to Buyers arising from Items (data loss, system failure, business interruption, etc.).
However, where the Company has materially failed to conduct prior review, or where damages arise from the Company's willful misconduct or gross negligence, the Company shall bear responsibility in accordance with applicable laws.

Article 13 (Developer Obligations)

Developers must maintain quality so that Items operate as described, and must respond to Buyers' bug reports within a reasonable period.
Developers warrant that Items do not infringe third-party rights, and shall indemnify the Company and Buyers in the event of infringement.
Where the refund conditions under Article 9 apply, Developers must comply with the Company's determination of the refund.
Developers are responsible for their own tax obligations (income tax filing, consumption tax payment, etc.).

Article 14 (License and Intellectual Property)

Copyright and other IP in an Item belong to the Developer (or the original rights-holder who licensed the Developer).
Buyers may use, copy, and modify Items only within the scope of the License set by the Developer.
License violations constitute grounds for termination of the sales contract, and the Developer may claim damages.
Rights in the Company's logos, service names, and source code belong to the Company; Users may not use them without permission.
Where a Developer publishes its own individual terms or sales conditions ("Individual Terms") for a specific Item, those Individual Terms shall prevail over these Terms with respect to that Item, except for matters concerning Marketplace operations (payment processing, fees, settlement, refund procedures, identity verification, dispute desk, etc.). Individual Terms are valid only to the extent they do not conflict with these Terms; in case of conflict, the operational provisions of these Terms shall prevail.

Article 15 (Copyright of Postings)

Copyright in reviews, questions, answers, and other postings by Users belongs to the respective Users, but the Company has a non-exclusive royalty-free right to use them as necessary to operate the Marketplace.

Article 16 (Disclaimer)

The Marketplace is provided "AS-IS"; the Company disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement of third-party rights.

Service interruption due to force majeure (natural disasters, war, terrorism, government actions, network outages, payment provider outages).
Defects/fitness of Items themselves (Developer responsibility).
Issues attributable to the User's system environment or third-party software.
Disputes among Users or between Users and third parties.
Damages arising from the User's willful misconduct or negligence.

Article 17 (Limitation of Damages)

Where the User suffers damages attributable to the Company, the Company's liability shall be capped at the total fees paid by such Buyer to the Company in the preceding 6 months, or the total settlement amounts received from the Company by such Developer in the preceding 6 months. This limit does not apply in cases of the Company's willful misconduct or gross negligence.

Article 18 (Dispute Resolution and Jurisdiction)

Any dispute arising in connection with these Terms shall be governed by the laws of Japan, with the Fukuoka District Court having exclusive agreed jurisdiction.