Article 1. Purpose
- These Terms sets forth the terms and conditions of use of the Service. All users who register as the Users of the Service under these Terms shall use the Service in accordance with the terms and conditions set forth herein, such as age, environment etc.
- These Terms shall apply to all agreements between the Seller and Buyer (as defined in Article 2).
Article 2. Definition
The following terms as used in these Terms, shall have the meanings set forth below.
- “Application” refers to the website that provides the Service.
- “User” refers to the Buyer, Seller, and any other person who desires to use the Service and the Application in the Service.
- “Seller” means a User who registers as a seller in accordance with these Terms and provides consultation service for a fee.
- “Buyer” means a User who registers as a buyer in accordance with these Terms and uses the consultation service.
- “Consultation Service” means service for which a person consults with the Seller through a video call and the Seller responds to the person’s request.
- “User Agreement” means an agreement concluded between the Seller and the Buyer with these Terms as the contractual terms, in which the Seller provides consultation service for a fee using the Service and the Buyer accepts it.
- “Consultation Fee” means the consideration that the Buyer should pay to the Seller for the Consultation Service.
- “Commission” means the consideration that the Seller should pay to the Company for using the Service for providing the Consultation Service for a fee.
- “Listing” means that the Seller lists the Consultation Services that the Seller intends to provide on the Application in accordance with the method specified by the Company, and makes it possible for the User to view and order it.
- “Purchase” means that the Buyer orders a Consultation Service, the Seller accepts it, and the Buyer thereby obtains the right to receive the Consultation Service.
Article 3. Contents of the Service
The Service is an online service where the Seller offers a Consultation Service on the Application, the Buyer finds the desired Consultation Service and purchases it, and the Seller thereby provides the said Consultation Service through a video call using the internet. In addition to this, the Service also provides ancillary services such as chatting between the Users, etc.
Article 4. Buyer Registration
- Any person who intends to become a Buyer on the Service shall register online as a Buyer in accordance with the procedure set out by the Company upon agreeing to these Terms. Minors, adult guardians, persons under curatorship and persons under assistance shall not be able to register as Buyers if they have not been entered through a legal representative or if they have not obtained prior consent of the legal representative.
- In the event of a change in the information registered in accordance with the preceding paragraph, the Buyer is obligated to immediately carry out procedure for changing the registered information.
- The Company may, at its discretion, refuse to register a Buyer in which case the Company would be under no obligation to disclose the reason for such refusal.
- The Buyer may not use, lend, transfer, buy or sell, or pledge its registered account on the Service to a third party.
- The Company shall be entitled to cancel the Buyer’s registration without any notice in the event that the Buyer violates any of these Terms.
Article 5. Seller Registration
- A person who intends to become the Seller on the Service may apply for Seller registration in accordance with the procedure specified by the Company, upon agreeing to these Terms (The person who applies for the registration hereunder is referred to as the “Applicant”).
- The Applicant shall register its information specified by the Company, such as name, address of country of residence, date of birth, etc., on the Application specified in the preceding paragraph.
- The Company shall confirm and register the Application specified in paragraph 1; provided however, if the Company determines that the Applicant falls under any of the following items, or for any other reason that the Company may think at its discretion is fit for refusal, the Company shall not approve the Seller’s registration.
- if the Applicant is already registered as the Seller;
- if the Applicant is under 18 years of age and cannot obtain the consent of the parent or guardian;
- if the Applicant has been suspended from using the Service or otherwise punished by the Company in the past;
- if the contents of the registration in paragraph 2 contains inaccurate or false information;
- if the Applicant has committed or is deemed by the Company to have committed an act that interferes with or is likely to interfere with the operation of the Company, the provisions of the Service or the use of the Service by other Users.;
- if the Applicant is a member of a crime group, etc. as defined in Article 21 (1) or falls under any of the items of the said Article;
- if the Applicant has committed an act falling under Article 21(1); or
- if the Company otherwise deems the person to be not suitable.
- When the Company approves the Application referred to in paragraph 1, a User Agreement is established between the Applicant and the Company, which provides that the Applicant can as a Seller, provide Consultation Service to the Buyer using the Service.
- In the event that the Company does not approve the Application for registration under paragraph 1 of this Article, the Company shall be under no obligation to disclose to the Applicant the reason for refusal.
- If the Company requests the Seller to submit information for registration, the Seller shall promptly comply with the request and submit all the necessary information. In the event that there are any changes or corrections to be made in the information submitted, the Seller shall promptly notify the Company of such changes or corrections.
- The Company may cancel the Seller’s registration without giving any notice, if the Seller falls under any of the items of Article 5 (3), or violates any of the Terms herein.
Article 6. Listing of Consultation Services.
- The Seller shall list the Consultation Services in accordance with the procedures specified by the Company. The Company may establish and review, at its own discretion, criteria for Listing method, and may limit such Listing if the Seller does not meet the criteria.
- The Seller may not list the Consultation Services for consultations that fall under any of the following items (hereinafter referred to as “Prohibited Consultations”). If the Seller lists a Consultation Service that falls under the Listing of Prohibited Consultations, the Seller shall be deemed to be in breach of these Terms irrespective of the Seller’s intention or negligence.
- the content of the Consultation Services is in conflict with the law;
- where the Seller intends to sell a specific product or service;
- services that instigate or conspire to instigate illegal acts;
- material that is obscene in nature;
- material related to child pornography;
- treatment of specific diseases or other medical practices; or
- any other material that the Company may deem inappropriate.
- The Seller shall describe the content of the Consultation Service that it intends to list on the Service, by using a method specified by the Company. The Seller shall not provide any false or exaggerated description of the Consultation Service.
- The Seller may not list Consultation Service with the intention of selling it only to specific Users. The Company may, at its discretion, determine whether or not Listing of the Consultation Service is intended for sale exclusively to other specific Users based on the terms and conditions of the Listing, or any other circumstances
- If the Company determines on the basis of reasonable grounds that the Listing of Consultation Service violates or is inappropriate under these Terms, the Company may at its discretion, in addition to the measures stipulated in Article 6 (1), cancel the Listing or any orders, purchases, etc. that have been placed for Listing. The Company shall not be liable for any damages incurred by the Seller or the Buyer as a result of measures taken under this paragraph.
- The Company shall not be liable for any damages incurred by the Users or any third party as a result of the Consultation Services listed and provided by the Seller except in cases where such damage is caused by the Company’s intentional or negligent actions.
Article 7. Purchase of Consultation Services
- If the Buyer wishes to purchase the Consultation Service provided by the Seller, the Buyer shall place an order in accordance with a method specified by the Company. In the event that the Buyer is a minor, adult ward, person under curatorship or person under assistance, the Buyer alone cannot place an order unless it is done so through the legal representative or with the prior consent of the legal representative.
- The Company may suspend or cancel the order, purchase or post-purchase use of the Consultation Service on the basis of violation of these Terms, system failure, or for any other reason that the Company may think is appropriate. In such case, the Company shall not assume any liability to the Seller or the Buyer.
- The Buyer shall not place an order under paragraph 1 for purpose of use without the intention to consult, for purpose such as filming, etc., for mischief or harassment, or for any other purpose that the Company does not consider to be legitimate. In addition, the purpose stated hereunder will be determined by the Company based on the User’s usage and other circumstances.
- A User Agreement of the Consultation Service between the Seller and the Buyer shall be established when the Buyer has completed the Purchase procedure under paragraph 1, and the Seller has accepted the purchase that is placed, and a video call has commenced between the Buyer and the Seller. The User may not assign, offer as security or otherwise dispose of the rights and obligations arising under these Terms for use to a third party.
- The Seller and the Buyer shall not be able to cancel the User Agreement mentioned in the preceding paragraph after it has been concluded, except upon mutual agreement between the Seller and the Buyer.
- In the event that an issue arises between the Seller and the Buyer regarding the Consultation Service, etc., it shall be resolved between the Users concerned; provided however, the Company at its discretion, may enter into discussions.
- The Seller and Buyer agree that the Company may record and store video calls relating to the Consultation Services for a necessary period, and delete them at its discretion.
Article 8. Payment of Consultation Fee
- Upon execution of the User Agreement, the Buyer shall pay the Consultation Fee in a manner specified by the Company.
- The Seller shall determine in advance the amount of the Consultation Fee specified in the preceding paragraph, by registering in accordance with the calculation and registration method specified by the Company; provided however, the Company may request a change on the grounds that the consultation determined by the Seller is unreasonably high or low, and the Seller must comply with such request.
- The Company shall secure credit in relation to the prescribed payment method for payment of the Consultation Fee by the Buyer, and the Seller shall commence the video call and start providing the Consultation Service after securing the credit line.
- If the Company fails to confirm the securing of the credit line referred to in the preceding paragraph within the time specified by the Company, the User Agreement shall cease to be effective retrospectively to the time of its execution.
- The Buyer shall pay the Consultation Fee immediately after the provision of Consultation Service has been completed. The Company is not a service provider and thus shall not issue to the Buyer, a receipt or any other proof of payment of the Consultation Fee. Moreover, neither the Seller nor the Company shall bear any fees or other costs necessary for the payment of the Consultation Fee.
- In the event that the Buyer fails or delay to make necessary payment in accordance with these Terms, or if the use of the payment method such as credit card entered in the Service is suspended, the Company may, without giving notice to the Buyer, take measures stipulated in Article 4 (5), and also suspend the use of the Service by the Buyer. If the Buyer fails to pay the Consultation Fee or any other obligation by the due date, the Buyer shall be liable to pay late damages at an annual rate of 14.6% per annum.
- The Company may entrust the collection of unpaid claims, if any, to a third party.
- Upon conclusion of the User Agreement for the Consultation Service, if the Buyer fails to pay the Consultation Fee by the specified deadline, or if the Seller fails to provide the Consultation Service, or in any other case that the Company deems it necessary for proper operation of the Service, the Company may cancel the User Agreement of the said Consultation Service, or at its discretion may compensate the User for amount equivalent to the Consultation Fee while maintaining the User Agreement. In addition, if the Company compensates the User for the amount equivalent to the Consultation Fee, the Company may acquire a right of recourse in respect of the claim (including the right to claim damages) held by the User against the other party to the User Agreement, or may assign such claim from the User and seek measures to fulfil countervailing requirements such as notice of transfer.
Article 9. Receiving Consultation Fee on behalf of the Seller
- The Seller may authorize the Company to receive on its behalf the Consultation Fee paid by the Buyer. The Company shall, on receiving the Consultation Fee on behalf of the Seller, hand over the Consultation Fee to the Seller in accordance with these Terms.
- The Seller agrees that in order for the Company to receive the amount of Consultation Fee referred to in the preceding paragraph, the Company may enter into a credit card or other settlement merchant agreement, a blanket merchant agreement, or any other agreement necessary for settlement with a credit card company, payment operators, collection agent, etc., and shall authorize to receiving payment of the Consultation Fee on its behalf from credit card companies, payment operators, collection agents etc. for the relevant settlement, etc.
- The Seller agrees to transfer the amount of the Consultation Fee to the Company if required by the Agreement for payment services that the Company concludes with the payment operators, collection agents etc.
Article 10. Commission Fees, etc.
- Upon execution of the User Agreement for the Consultation Services entered in, the Seller shall pay to the Company the Commission Fees which are the amount of the Consultation Fee multiplied by the rate separately determined by the Company, as well as the consumption tax and other value-added tax.
- The Commission Fee referred to in the preceding paragraph shall be deducted from the Consultation Fee received by the Company on behalf of the Seller in accordance with the preceding Article (including the Consultation Fee received from the credit card company, payment operator, collection agent, etc.), and the Seller agrees in advance to the collection of such fees under the said method by the Company.
- In order for the Company to hand over to the Seller, the Consultation Fee received by the Company from the Buyer in respect of a transaction for which the settlement of the Consultation Fee has been completed, the Company shall pay the balance (hereinafter referred to as the “Deposit”) after deducting Commission Fee as mentioned in the preceding paragraph by way of transfer to the financial institution accounts registered by the Seller (limited to financial institutions located in Japan, the United States, France, Germany, Italy, Spain or any other country or region designated by the Company; hereinafter referred to as the “Registered Account”) in a manner prescribed by the Company, and in accordance with the following provisions. The handling charges for the remittance (including fees for foreign remittances; the same shall apply hereinafter in this article) shall be borne by the Seller in accordance with the following items. The remittance shall be made in the currency of the country in which the Registered Account is located (hereinafter referred to as “Remittance Currency”). If the currency selected by the Seller at the time of registration of the Consultation Fee under Article 8 (2) (hereinafter referred to as the “Consultation Fee Currency”) is different from the Remittance Currency, the Seller shall bear the fee required for the exchange of the Consultation Fee Currency to the Remittance Currency.
- if the total amount of Deposits for the Consultation Service for which the settlement of the Consultation Fee has been completed by the current month and which has not yet been delivered to the Seller is 8,000 JPY, 80 USD or 80 EUR or more depending on the Seller's Remittance Currency, or an amount separately specified by the Company, the Company shall pay the amount by the end of the following month. The Company shall bear the fees required for the remittance.
- if the total amount of Deposits for the Consultation Service for which the settlement of the Consultation Fee has been completed by the current month and which has not yet been delivered to the Seller is less than 8,000 JPY, 80 USD or 80 EUR, or an amount separately specified by the Company depending on the Seller's Remittance Currency, and exceeds 5,000 JPY, 50 USD or 50 EUR, or an account separately specified by the Company depending on the Seller's Remittance Currency, and the Seller requests for payment to be made, Seller shall notify the Company to that effect in a manner prescribed by the Company by the last day of the current month, and the Company shall make the payment on the last day of the following month. The Company shall bear the fees required for the remittance.
- if the total amount of Deposits for the Consultation Service for which the settlement of the Consultation Fee has been completed by the current month and which has not yet been delivered to the Seller is less than 5,000 JPY, 50 USD or 50 EUR or an amount separately specified by the Company depending on the Seller's Remittance Currency, and exceeds 1,000 JPY, 10 USD or 10 EUR, or an amount specified by the Company depending on the Seller's Remittance Currency, and the Seller requests for payment to be made, Seller shall notify the Company to that effect in a manner prescribed by the Company by the last day of the current month, and the Company shall make the payment on the last day of the following month. In this case, the Seller shall bear 1,000 JPY to cover the remittance fee, and the Company shall bear the remaining remittance fee.
- The Company shall not deliver the Deposit unless it falls under any of the items in the preceding paragraph.
- If the Company does not receive the Consultation Fee from the Buyer, the Company shall not be obligated to transfer the Deposits to the Seller.
- The Company may withhold the transfer of the Deposits if the Seller has not registered a valid Registered Account, in which case paragraph 2 of this Article shall apply from the month in which the Seller registers a valid Registered Account.
- In the event that the Seller makes an error in entering the Registered Account and requires a reversal in the remittance procedure, the Seller shall bear the fee for the reversal.
- The Buyer acknowledges that in the event of a system failure or any other reason, the Company may change the remittance method or postpone payment under paragraph 3 of this Article without giving any notice.
Article 11. Evaluation
- The Buyer shall promptly evaluate the Seller regarding the Consultation Service provided in accordance with a method prescribed by the Company.
- Upon Buyer’s evaluation of the Seller, the Seller shall promptly evaluate the Buyer in accordance with the method prescribed by the Company.
Article 12. Management of User Information and Device
- The User shall provide at its own expense and responsibility, all the necessary device, means of communication and such environment required to receive the Service. All communication costs required to use the Service shall be borne by the User.
- The User shall be responsible for managing user information and telecommunication device. The User shall be liable for any damages caused by inadequate management of user information and telecommunication device, errors in use or use by a third party, etc. The Company shall not be liable for any damages unless the damage is intentional or negligent on part of the Company.
- In the event that there arises a risk on use of the user information or telecommunication device by a third party, the User shall immediately notify the Company and follow the Company’s instructions.
Article 13. Maintenance
The Company may suspend or change the Service for maintenance, etc. without giving notice to the User.
Article 14. Intellectual Property Rights, etc.
- The User agrees to grant the Company the right to use all copyrights (including the rights stipulated in Articles 27 and 28 of the Copyright Act) for all posts made by the User using the chat service, review posting service, and any other posting function of the Application, and all expressive materials posted or transmitted on the Application for any purpose whatsoever, free of charge and without limitation, for any purpose.
- The Seller agrees in advance that the Company may publish without any charge, in any form and medium, and use (including licensing to third parties) regardless of the time and purpose (including, but not limited to, public transmission, broadcasting, advertisement, promotion of the Service, etc.), photographs, illustrations, or any other image of the Seller registered by the Seller on the Service, the Seller’s name (including pseudonyms, etc. The same shall apply hereinafter in this Article), background and any other information regarding Seller’s profile including the Seller’s portrait, images and audio during video calls and other expressions of the Seller. The Company shall not be liable for any damage caused to the Seller as a result of such use, unless there is a reason attributable to the Company.
- The User may not reproduce, reprint, publicly transmit, modify or otherwise use all information and content provided in the Service, regardless of the method or mode (hereinafter collectively referred to as the “Company’s Content”, excluding the information and Content provided by the Seller itself on the Consultation Service), beyond the scope of private use as stipulated under the Copyright Act.
- The Company and the licensors licensed by the Company shall own all the copyrights, patent, utility models, trademark, design and any other intellectual property rights related to the Company’s Content, including the right to register these rights (hereinafter collectively referred to as “Intellectual Property Rights”). The User owns no right in the Intellectual Property Rights and shall not copy, distribute, reprint, transfer, publicly transmit, modify, adapt or otherwise use Company’s Content, irrespective of whether or not Intellectual Property Rights exists.
- In the event that the User violates any provisions of this Article, the User shall resolve at its own expense and responsibility, issue that may arise as a result of such violation, and take appropriate measures to prevent any disadvantage, burden or damage to the Company.
- The User shall not exercise moral rights (including right to publish, right to display the name, and the right to preserve identity) against the Company, a third party who have legitimately acquired rights from the Company, or any person who have inherited the right from the third party, in relation to any posted content or other works on the Service that could be considered copyrighted works.
Article 15. Prohibited Matters
- The Company prohibits the User to perform the following acts when using the Service:
- acts that violate these Terms;
- act that infringes or may infringe the intellectual property rights, patent rights, utility model rights, design rights, trademark rights, copyrights, portrait rights, or any other property or personal rights of the Company, the licensors licensed by the Company and other third parties;
- acts that cause or may cause disadvantage or damage to the Company or a third party;
- acts that unreasonably damage or may damage the honor, rights or credibility of others;
- acts that violate laws and regulations;
- acts that offend or may offend public order and morals, or acts that provide other Users or third parties with information that may offend public order and morals;
- criminal acts, acts leading to or encouraging criminal acts, or acts that may lead to or encourage criminal acts;
- providing information that is or may be contrary to the facts;
- unauthorized access to the Company’s system, falsifying program code, falsifying information relating to location, etc., cheating using communication device specifications and other applications, distribution of computer viruses or other acts that interfere with or may interfere with the normal operation of the Service;
- use macros and functions, tools, etc. that automate operations;
- acts that damage or may damage the credibility of the Service;
- acts that may adversely affect the mind, body and healthy development of adolescents;
- acts of using the Service by impersonating a third party through the use of another User's account or by any other means;
- holding multiple accounts as a Seller or a Buyer;
- performing Seller’s registration or Buyer’s registration through an agent;
- lending, transferring, buying or selling, or collateralizing your status as a registered Seller or Buyer or your account, to a third party;
- using a credit card in another person’s name when paying the consultation fee or other financial obligations for the Service by a credit card;
- transacting directly with other Users without using the Service, or to pay the consultation fee by a method different from the method specified by the Company;
- posting reviews in order to artificially raise or lower the rating of the Seller's or Buyer's reputation, or for any other purpose that the Company may deem unfair;
- recording video calls on the Consultation Service without the Company’s permission;
- acts that lead to or may lead to crimes such as fraud, abuse or sale of controlled drugs, illegal sales of deposits bank accounts and mobile phones;
- acts relating to or suspected of being connected with criminal proceeds, terrorist financing, etc.; or
- other acts that the Company may deem inappropriate.
- 2.The User must properly manage their passwords, User names and other Registered Account information (hereinafter referred to as “Account Information” in this Article) at their own risk, and the Company shall not be liable for any damage caused by the loss, fraud or theft of the Account Information by Users.
- The User shall immediately notify the Company of any loss, fraud, theft or of any associated relating to the Account Information and shall comply with the Company’s instructions.
- If the Company considers that the User's actions fall under any of the items specified under paragraph 1 of this Article, the Company may, without prior notice, take any or all of the following measures:
- restrictions on the use of the Service;
- cancellation of registration; or
- any other action that the Company reasonably deems necessary
Article 16. Termination
- The Company may terminate all agreements relating to the Service and cancel the registration without any notice, etc., if the User falls under any of the following items:
- if the registration information contains false information;
- if the User has been terminated or deregistered by the Company in the past;
- if the heirs of the User inform the Company that the User has died, or if the Company is able to confirm the fact of the User’s death;
- if a minor uses the Service without the consent of a legal representative;
- if an adult guardian, person under curatorship or person under assistance uses the Services without the consent of the adult guardian, guardian or assistant, etc.;
- if the User does not respond to the request from the Company in good faith; or
- vany other cases where the Company deems it inappropriate.
- In addition to the cases specified in each item of the preceding paragraph, the Company may terminate all or part of the agreement related to the Application and have the registration cancelled by giving the User a 30 days’ notice in advance. Moreover, if the User wishes to terminate its registration, the User may do so through the withdrawal procedure established by the Company.
- In the event of the measures referred to in paragraphs 1 and 2, the User shall forfeit the benefit of the term and immediately fulfill all obligations owed to the Company.
Article 17. Non-Warranty / Disclaimer
- The Company shall not be liable to the User if the content of the Consultation Service that does not match with the description of its content, or it does not conform to the User Agreement or otherwise.
- The Company shall not be liable for the Consultation Service and related correspondence between the Seller and the Buyer, other than as specified for in the preceding paragraph. The Company shall not be liable for any damage incurred by the User or a third party as a result of the User's order, purchase, etc.
- The Company is not liable to the Seller for the recovery of the Consultation Fee from the Buyer.
- The Company does not guarantee the accuracy, up-to-dateness, usefulness, reliability, legality, suitability for a specific purpose, or non-infringement of the rights of third parties regarding the content of the Service and the consultation.
- While using the Service, the User may be transferred from the Service to other services operated by third parties involved in the Service (hereinafter referred to as “External Service”). In such cases, the User will use the Service as well as the External Service after agreeing to the terms and conditions of use of the External Service at its own responsibility and expense. In addition, the Company does not guarantee the completeness, accuracy, validity, etc. of the contents of External Services.
- The Company shall not be liable for any damage caused by the User’s failure to change its registration information.
- The User must use the Services within the scope of the law. The Company shall not be liable for any infringement of Japanese or foreign laws and regulations by User in connection with the use of the Service.
- The Company does not guarantee that the Service will not be interrupted, discontinued or otherwise disturbed. In addition, the Company may suspend or change the Service for maintenance, etc. without notifying the User, for which the Company accepts no responsibility.
- The Company shall not be liable for any default, in whole or in part, of the Service or the Company’s obligations stipulated herein due to natural disasters, earthquakes, fires, strikes, suspension of trade, war, internal disturbances, epidemics of infectious diseases, unauthorized access, etc., and unauthorized access and orders or administrative guidance from national or local authorities or any other force majeure.
Article 18. Liability for Damages
- In the event that the User causes damage to the Company in connection with the violation of these Terms or the use of the Service, the User shall compensate the company for any damage (including lost profits and attorney's fees) that may have incurred.
- Notwithstanding any other provision of these Terms, except for the following paragraph, the Company shall be liable for any damages caused to the User due to reasons attributable to the Company only to the extent specified in each of the following items:
- if the damage is caused by the Company’s intentional or gross negligence: Full amount of the damages; or
- if the damage is caused by the Company’s due to minor negligence: Within the range of ordinary damages (excluding special damages, lost profits, indirect damages and attorney's fees) that were actually and directly incurred, and up to maximum 10,000 yen.
- Notwithstanding the preceding paragraph, if the User is a legal entity or an individual using the Service for business purposes, the Company shall not be liable for any damage suffered by the User in relation to the Service, unless the damage was caused intentionally or through gross negligence. In the event that the Company compensates for damages, the upper limit shall be the cumulative total of the usage fees for the most recent year from the date of occurrence of damage.
Article 19. Discontinuation of the Service
- The Company may delete information posted by the User on the Application, chat service messages, noticeboard entries, etc. without giving any prior notice to the User.
- The Company may discontinue the provision of the Service if the Company reasonably determine that the provision of the Service should be discontinued.
- In the case of the preceding paragraph, the Company accepts no liability whatsoever.
Article 20. Confidentiality
- The User shall not disclose or divulge any confidential information disclosed by the Company to a third party in connection with the provision of the Service. Confidential information shall include technical, business or managerial information of the other party disclosed in connection with the Service, whether in writing, electromagnetic data, verbal or any other form, or whether or not the that is designated as confidential information or explicitly stated or the scope is specified.
- The following information shall not constitute confidential information:
- information that the User already obtained prior to the disclosure;
- information that is already publicly available, or will become available at the time of disclosure through no fault of the User;
- information legally obtained from a third party after receiving disclosure;
- information independently developed without relying on the disclosed confidential information; or
- information required to be disclosed by law or court orders.
- In the event of termination of the Service, termination of these Terms, or any other reason, the User shall promptly return or dispose of the confidential information in accordance with the instructions provided by the Company. The User shall use dispose of the confidential information in such a manner whereby the confidential information cannot be re-used.
- The provisions of the preceding three paragraphs shall also apply to the confidential and privacy information which has been mutually disclosed in connection with the User Agreement between the Seller and the Buyer, and the Seller and the buyer shall be obliged to maintain confidentiality of such information.
Article 21. Elimination of Anti-Social Forces
- The User represents and warrants that it is neither (i) an organized crime group, (ii) a member of an organized crime group, (iii) a former member of an organized crime group for whom five years have not yet passed since leaving the organized crime group, (iv) a quasi-member of an organized crime group, (v) a company related to an organized crime group, (vi) corporate extortionists etc., (vii) socially motivated groups, or (vii) any other person equivalent thereto (collectively “Anti-Social Forces”), nor do they fall or will fall in the future under any of the following categories:
- any person having a relationship in which an Anti-Social Force is deemed to control the management thereof;
- any person having a relationship in which an Anti-Social Force is deemed to be substantially involved in the management thereof;
- any person having a relationship in which it is deemed to unjustifiably use an Anti-Social Force for the purpose of obtaining unfair profit for itself, the company or a third party, or causing damage to a third party;
- any person having a relationship in which it is deemed to provide funds or benefits to an Anti-Social Force or otherwise be involved with an Anti-Social Force; or
- any person where an officer or person substantially involved in the management thereof is engaged in a socially condemnable relationship with an Anti-Social Force.
- The User agree not to perform any of the following acts by itself or by using a third party:
- violent demands;
- unreasonable demands beyond legal responsibility;
- an act of making threatening words or behavior or using violence in relation to a transaction;
- spreading rumors, damaging the reputation of the other party by using fraudulent means or force, or obstructing other party’s business; or
- other acts equivalent to the foregoing.
- The Company may immediately terminate these Terms , in whole or part, without issuing any notice, in case it is found that the User is an Anti-Social Force or falls under any of the category stated under paragraph 1, commits any act falling under any of the category stated in the preceding paragraph, or makes a false declaration with respect to the representations and warranties under paragraph 1, regardless of whether or not the termination is attributable to the Company’s own negligence
- The Company shall not be liable to the User for any damage incurred by the User as a result of the Company’s termination of these Terms pursuant to the preceding paragraph.
Article 22. Notice
Any inquiries and other communications or notices from the User to the Company regarding the Service, as well as notices and other communications from the Company to the User regarding changes to these Terms shall be made by e-mail or any other means specified by the Company. Notices shall become effective upon transmission from the Company or User.
Article 23. Transfer of Title, etc.
Both the User and the Company shall neither assign, transfer, collateral, or otherwise dispose of all or part of the title under these Terms nor the rights and obligations based on these Terms to a third party without prior written consent of the other party: provided however, this shall not apply to share transfer, business transfer, merger, company split or other organizational restructuring.
Article 24. Handling of Personal Information
Article 25. Severability
The invalidity, illegality or unenforceability of any one or more of the provisions of these Terms shall in no way affect or impair the validity and enforceability of the remaining provisions hereof.
Article 26. Term
The term these Terms shall be from the time of execution of these Terms until the User withdraws itself from the Service. In the event of termination of these Terms, the provisions of Article 14 (Intellectual Property Rights, etc.), Article 16 (Termination) Paragraph 3, Article 17 (Non-Warranty/ Disclaimer) to Article 19 (Discontinuation of the Service), Article 21 (Elimination of Anti-Social Forces) paragraphs 3 and 4, Article 23 (Transfer of Title, etc.), Article 25 (Severability) to Article 30 (Others) shall continue in full force and effect.
Article 27. Modifications
- The Company may make changes to these Terms at any time in accordance with the provisions of Article 548-4 of the Civil Code, if any of the following items apply. The modified Terms shall thereafter apply to these Terms.
- when the modification of these Terms is compatible with the general interests of the User; or
- when the modification of these Terms is not contrary to the purpose for which these Terms were made and is reasonable in light of the necessity of the modification, the reasonableness of the modified content, and other circumstances pertaining to the modification.
- The Company shall specify the effective date of the modified Terms, and shall notify the Users of the contents and the effective date of the modified Terms at least two (2) weeks prior to the effective date, by displaying the modified Terms on the Service, or by any other method specified by the Company.
- Notwithstanding the provisions of the preceding two paragraphs, if the User uses the Service after notifying the modification of these Terms in the preceding paragraph, or if the User does not take necessary procedures for termination within the period specified by the Company, the User shall be deemed to have agreed to the modifications made to these Terms.
Article 28. Governing Law; Language
These Terms shall be governed and construed in accordance with the laws of Japan. These Terms shall be executed only in Japanese. Any translation hereof into English or any other language shall be deemed solely as reference materials.
Article 29. Jurisdiction
The Tokyo District Court shall have the exclusive jurisdiction in the first instance over all disputes arising in connection herewith.
Article 30. Others
- The User shall comply with any additional details of terms and conditions separately stipulated by the Company. In this case, such details of terms and conditions shall become an integral part of these Terms.
- The details of terms and conditions shall become effective from the time they are posted in the designated section on the Service by the Company.
- In the event of any inconsistency or conflict between the details of terms and conditions and these Terms, these Terms shall prevail.
- In the event that any matter is not stipulated under these Terms or any question arises regarding the interpretation of these Terms, the Company and the User shall consult with each other in good faith and make efforts to promptly resolve the matter.
Establishment / Enforcement: Aug. 21, 2022