Terms of service

MILESTONE INC. TERMS AND CONDITIONS

Customers who intend to use our online distribution service (including API provision service, hereinafter referred to as "Milestone Distribution Service" or the “Service") must comply with and agree to all terms and conditions (Milestone Terms and Conditions, hereinafter referred to as these "Terms and Conditions" or these "Terms"). This contract represents the mutual agreement between the Customer and Milestone, Inc. ("Milestone", "we", "our" or "us") both parties and will be applied when the Customer uses the Service.

Milestone Distribution Service is exclusively available to distributors, wholesalers, retailers, and business entities. Personal use of Milestone Distribution Service is prohibited; therefore, individuals who intends to purchase products for personal use may not enter into these Terms.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING MILESTONE DISTRIBUTION SERVICE.

RULES

1. Definition and Terminology

Terms used in this contract are defined as the following.

  • "Customer" or "you" refers to those who are eligible to sign this contract.
  • "Suspension/termination of service action" refers to partial, all, temporarily or complete suspension/termination of Milestone Distribution Service.

2. Create and Manage of Milestone Distribution Service Account

  1. To use Milestone Distribution Service, the Customer shall register an official account. Official account registration is only available for those who have met all requirements stated in this contract. After official account registration, if the information provided by the Customer is found to be false or misleading, the account will be suspended or terminated.
  2. Upon agreeing and complying with all terms and conditions in these Terms, you must also provide authentic and accurate information. Should an error or mistake be found in the registered information, it is your responsibility to promptly notify us to make the necessary changes.
  3. Milestone Distribution Service is provided to the Customer based on the information you submitted during registration. Milestone will not be responsible for any loss, damages, costs, or expenses involving the Customer due to missing or false information.
  4. You are solely responsible for managing and updating your account regularly. Lending, sharing, or selling of your user account in the Milestone Distribution Service is strictly prohibited.
  5. Your account activity and access will be considered valid if the matching account information is presented. Please notify us promptly if you believe your account has been hacked or used without authorization. Milestone will not be held responsible for any loss or damage potentially caused by a third party.

3. Purchase Order

  1. The order of the product (the “Product”) through Milestone Distribution Service shall be separately agreed upon by the parties in accordance with this Agreement. Additional terms and conditions—including, but not limited to, product name, type, quality, standards, quantity, delivery date, delivery location, delivery method, unit price, and payment method—shall be explicitly stated in these Terms as well as in any individual purchase orders entered into between us and you for each respective transaction ("Purchase Order").
  2. A Purchase Order for the sale and purchase of the Product shall be deemed executed upon the submission of the product name, quantity, unit price, and other pertinent order details by the Customer to us via Milestone Distribution Service, contingent upon our acceptance of such order. Notwithstanding the above, the absence of a formal notice of acceptance or rejection from us subsequent to the receipt of the order details shall not be construed as an acceptance of the order by us. 

4. Receipt and Inspection

  1. Upon receipt of the Product from us, the Customer is obligated to conduct a thorough inspection of the Product without delay. In the event that the Product is found to be delivered in error, insufficient in quantity, damaged, defective, or otherwise not conforming to the specifications outlined in the Purchase Order pertaining to the type, quality, standard, or quantity of the Product (hereinafter referred to as "Non-Conformity to the Order"), the Customer must notify us in writing within fourteen (14) days after the Product is delivered. Failure to provide such notice within the stipulated period shall constitute a waiver of any claim regarding the Non-Conformity to the Order.
  2. In the event that the Company acknowledges Non-Conformity to the Order upon receipt of the notification as stipulated in the preceding paragraph from the Customer, the Company shall, at its sole discretion, take such remedial actions as it deems appropriate, including but not limited to the retrieval of any excess delivery, the fulfillment of any shortage, or delivering replacement products.
  3. Should the Customer fail to notify us of any Non-Conformity to the Order regarding the Product within the inspection period stipulated in Paragraph 1, the Product in question shall be deemed accepted and passed the inspection. 
  4. In the event that all or any part of the Product is lost, damaged, or deteriorated while the Customer maintains possession of the over-delivered or rejected Product, the Customer shall assume full liability for any such loss, damage, or deterioration.

5. Transfer of Ownership and Risk 

  1. The Customer shall assume all risks of loss or damage to the Product subsequent to its receipt. 
  2. The ownership of the Product shall transfer from us to the Customer upon the successful completion of the inspection as stipulated in Paragraph 1 of the preceding section.

6. Payment Terms 

  1. The payment terms for the Purchase Order shall be determined in accordance with the separate terms agreed upon by and between the parties.
  2. If you fail to remit payment for the goods or any other amounts due by the designated due date set forth by the Company, you shall incur a late payment charge at an annual interest rate of fourteen-point six percent (14.6%) until the payment is made in full. 
  3. You hereby acknowledge and agree to be solely responsible for the payment of any taxes, customs duties, value-added taxes, and similar levies that arise from your use of the Milestone Distribution Service or pursuant to any Purchase Order. This includes any other fees imposed by governmental authorities in your place of residence or location, in accordance with applicable tax laws. In the event that the Company, at its discretion, elects to pay any such taxes or fees on your behalf, you authorize us to charge you an amount equal to those taxes or fees.

7. Handling of Personal Information

Your personal information will be handled under the guideline of Milestone Inc. Privacy Policy.

8. Intellectual Property Rights

Copyright for all images (including shapes and pictures), videos, written content, trademarks, portraits, programs, and all other copyrighted materials in our service is owned by us or by third parties licensing such materials (original authors and other copyright holders). Unauthorized use of copyrighted content from our websites and our printed materials is strictly prohibited, except for personal use or other cases permitted by the Copyright Act of Japan.

9. Prohibited Actions

In compliance with Milestone Distribution Service Terms and Conditions, the Customer and third party are prohibited from engaging in any of the following actions.

  1. Violation of any Terms and Conditions stated in this contract;
  2. Use of an account other than your own;
  3. Registering and providing false information;
  4. Acts that violate laws, court rulings and regulatory binding administrative measures or acts that encourage and promote any actions listed above;
  5. Slander, scam, blackmail and obstruction of business to Milestone, Milestone’s customers and affiliated third party;
  6. Damage or infringement of intellectual property, right of publicity, privacy rights, reputation, credibility of Milestone, Milestone’s customers and affiliated third party;
  7. Using Milestone Distribution Service for any purpose other than placing and considering orders;
  8. Disclosing or providing information (including product descriptions, quotations, and wholesale price, but not limited to the following) to a third party regarding products on Milestone Distribution Service;
  9. Reverse engineering and any type of source code analyzing acts intended to interfere with, disrupt, impair, or limit the normal operation or functionality of the Milestone Distribution Service (including its content, features and infrastructure);
  10. Acts imposing threat to Milestone’s server;
  11. Acts that disrupt the smooth operation of the Milestone Distribution Service such as unauthorized access to Milestone and third-party systems or unlawful data tampering;
  12. Providing profit for organized crime groups and affiliated groups;
  13. Disobeying request, demand and mandatory measures from Milestone; or
  14. Other acts deemed inappropriate by Milestone.

10. Suspension and Termination of Account

  1. Should any of the following acts be committed, your account may be suspended or terminated at the discretion of Milestone.
    1. Violation of any Terms and Conditions stated in this contract;
    2. Failure to settle any debts owed to Milestone;
    3. Purchases deemed as personal use;
    4. Failure to respond to Milestone inquiry within thirty (30) days;
    5. Not placing a Purchase Order through the Services for more than sixty (60) days.
    6. Connection with or providing profit for organized crime groups and affiliated groups;
    7. Action required to ensure and maintain Milestone Distribution Service; or
    8. Other acts deemed inappropriate by Milestone.
  2. Your account that was suspended or terminated due to violation of rules stated in these Terms is subject to the following penalties. Forfeit of all in-stock, pre-order products, increase in wholesale rate etc. Milestone will not be held responsible for any loss, damages, costs or expenses due to suspension or termination of your account.

11. Customer’s Responsibilities

The Customer is responsible for compensating any loss or damage incurred by Milestone due to their violation of these Terms or any misconduct on their part.

12. Disclaimer and Limitation of Liability

The Customer shall agree to and comply with the following rules:

  1. Milestone will not be held responsible for the loss of data or damage resulting from disconnections, unresponsiveness, or any issues caused by the Internet, computer system, or unauthorized access occurring in the Milestone Distribution Service.
  2. Milestone will not be held responsible for any losses, damages, costs, or expenses arising from disputes between the customer and a third party regarding Milestone Distribution Service.

  3. The details of wholesale products available through our Services may change frequently, including alterations to product names, specifications, and sales prices, based on the manufacturer's decisions. These updates will be made promptly. For the most current information, visit each manufacturer's website. We are not responsible for any loss of profit or damage resulting from product information displayed on our platform Services.

13. Change or Suspension of the Service etc.

  1. We reserve the right to modify, amend, or alter all or any part of Milestone Distribution Service without prior notice at our sole discretion.
  2. Milestone is not obligated to provide prior notice to the Customer regarding temporary suspension of the Service due to any of the following: 
    1. Server inaccessibility due to excessive traffic;
    2. Periodic or urgent server maintenance;
    3. Internet service inaccessibility due to the Internet service provider;
    4. Fire, power outage, or any natural disasters that causes suspension in Milestone Distribution Service;
    5. In case Milestone Distribution Service becomes unavailable due to laws and regulations; or 
    6. Other reasons resulting in suspension of service.
  3. Milestone will not be held responsible for any loss, damages, costs, or expenses due to the reasons stated in this article.

14. Changes to these Terms and Conditions

  1. These Terms and Conditions may be changed from time to time. Any changes will take effect from the time they are posted on our website. Please check the latest version of the Terms and Conditions when using Milestone Distribution Service. 
  2. Milestone will not be held responsible for any loss, damages, costs or expenses due to changes made in Terms and Conditions.

15. Termination of these Terms and Conditions

  1. You may terminate these Terms by deleting your customer account. These Terms shall be deemed terminated in case the customer account has been deleted.
  2. If deemed necessary, Milestone reserves the right to revoke your customer account. We may terminate these Terms by providing notice to the Customer through a method we consider appropriate.

16. Measures after the Termination of these Terms and Conditions 

  1. In the event these Terms are terminated, you will no longer be able to obtain information on or use Milestone Distribution Service, except in cases we allow the Customer to do so.
  2. Milestone will not be held responsible for any loss, damages, costs, or expenses after these Terms are terminated. In the case of dispute between the Customer and third party after termination of these Terms, you agree to waive the rights to make any claims.

17. Notification 

  1. Notification to the Customer regarding Milestone Distribution Service including notices, inquiries, consent, etc., will be posted on our website. In some cases, notifications will be directly sent to your registered email. Milestone will not be held responsible for any loss, damages, costs, or expenses due to transmission error of email etc.
  2. When the Customer using Milestone Distribution Service needs to send inquiries, notices, consents, or other correspondence, please use our INQUIRY FORM. Such inquiries are considered complete upon our receipt. Milestone will not be held responsible for any loss, damages, costs, or expenses due to missing, late, or unreceived inquiries.

18. Prohibition of Transfer of Rights

You are strictly prohibited from transferring or assigning this agreement to any third party without the consent of Milestone.

19. Severability Clause

Should any provision of this contract be deemed invalid or unenforceable for any reason, other provision of this contract will not be deemed invalid or unenforceable. If certain provisions of this contract are deemed invalid or unenforceable for any reason, this contract shall become effective and enforceable, limited to the necessary extent.

20. Governing Law and Jurisdiction

  1. This Agreement shall be governed by and interpreted by Japanese law.
  2. If any dispute arises between Milestone and the Customer, Yokohama District Court shall become the exclusive jurisdiction court of the first instance.
  • Published: May 25th, 2018
  • Amended: Jan 4th, 2024
  • Amended: April 1st, 2025