VisasQ and Coleman Research Group Integrated Terms and Conditions

Please read these terms and conditions (the “Terms”) carefully as this is a legally binding contract between you and VisasQ, Inc. and its subsidiaries and affiliates, including Coleman Research Group, Inc. (collectively the “Company”). These Terms govern your relationship with the Company, the Company’s clients and other parties. The most recent and up-to-date version of these Terms is located on our website (English language version at: https://service.visasq.com/term_en) and will supersede all prior versions of the Terms previously in effect between you and the Company.

Chapter 1 – Terms Applicable to All Experts in All Regions

Section 1 – General Provisions

Article 1 Definitions

Capitalized terms used herein are defined in the Definitions section found in the Appendix to these Terms.

Article 2 Introduction

The Company operates a network of industry experts with specialized knowledge in a variety of industries around the world. The Company offers a wide variety of executives, professionals, consultants and businesspeople with a diverse range of backgrounds and experience levels across various industries and specialties the opportunity to register as an Expert in the Expert Network and provide services to or for the benefit of Clients and VisasQ lite Clients. The Company’s Clients may include investment management institutions, consulting firms, market research firms, corporations, or banking or securities firms that conduct research for various purposes. These services may include phone or video consultations and responding to surveys or providing other consulting work.

Article 3 Purpose and Application of the Terms

These Terms set out the terms and conditions applicable to Members. Members shall fully adhere to the Terms when using the Services or the Expert Network.
Any other rules, notes, usage guidelines, announcements, FAQs, etc. concerning the Terms, the Site, the Services and/or the Expert Network may be posted on the Site from time to time and shall be deemed incorporated into these Terms by reference and followed as if they were a part of these Terms.

Section 2 – Participation in the Expert Network and Membership Registration

Article 4 Participation in the Expert Network

Experts may participate in the Expert Network only if they are not restricted from doing so by contractual, fiduciary or other obligations, and have obtained all necessary approvals. It is each Expert’s responsibility to determine if they are eligible to join the Expert Network, and by doing so, are representing that they are not restricted by any agreements or policies they are subject to and that they have obtained all necessary approvals.
Experts are prohibited from participation in the Expert Network if they are named on the Excluded Parties List System (now consolidated at SAM.gov) maintained by the U.S. General Services Administration, the Specially Designated Nationals list maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control, or any other similar list maintained by the U.S., or other nation or NGO.

Article 5 Membership Registration

As set forth in the Definitions, Members shall consist of Experts and VisasQ lite Clients. VisasQ lite Clients may consist of individuals, or corporate entities, etc.
When applying for registration, all Members shall only do so for and on behalf of themselves.
Members shall register with their true name and provide accurate current and historical information regarding their education, experience, employment and any contractual or other obligations they may be subject to. Members agree to update this information in a timely manner with the Company in the event this information changes, and to ensure that such information is up to date prior to providing any Consultations. The Company may request Members to submit official documents for the purpose of confirming their information when applying to join the network or during the course of their participation.
Members represent and warrant to the Company that all of the following items are true and accurate:
1. All information they provide to the Company for membership registration;
2. They have never been convicted or accused of a felony or of a violation of the Financial Instruments and Exchange Act (Japan) and the Securities Exchange Act (US), among others;
3. They have never been the subject of an investigation by a securities regulator or other regulatory authority (state, federal or foreign), or a defendant in any proceeding where theft, fraud or violation of laws or regulations, including the taking of a false oath, the making of a false report, perjury, bribery or conspiracy to commit any such offense, as alleged by the government;
4. They have never been accused of violating any fiduciary duties or duties of confidentiality or loyalty;
5. If a Member holds a professional license, they have never been subject to any disciplinary actions with respect to that license by any country, state, federal, or professional body in the past 5 years; and
6. They are not a minor as defined by the laws of any relevant jurisdiction.
Members further agree that in the event they are, or ever have been, the subject of a conviction or accusation in relation to items (ii)-(iv) of this provision, or the subject of disciplinary action with respect to a professional license as described in item (v) of this provision, they will promptly disclose that information to the Company, and that they will promptly disclose to the Company any status changes with respect to these representations. The Company reserves the right to verify this information independently.
The Company may decline an application for membership registration, or limit or terminate an existing membership, delete all or part of the registered information and/or messages exchanged between the Member and the other parties, without notification or explanation. Such reasons may include but are not limited to:
1. Any of the representations or warranties made in the preceding paragraph are false;
2. There is or has been a violation or suspected violation of the Terms;
3. False or inaccurate information has been used for the membership application or a false statement has been made during registration;
4. Failing to respond to the Company’s attempts to contact the Member;
5. The Company, in its sole discretion, determines that there is a possibility that the Member is an employee, director, officer or otherwise belongs to a company which provides services similar to the Company’s Services; or
6. The Company, in its sole discretion, otherwise determines the Member is not appropriate to participate in the Expert Network.
Members may terminate their membership by following and completing the termination procedures set forth by the Company; provided, however, that under the following circumstances such Member may be temporarily blocked from terminating the membership, and the Company may contact such Member to confirm their status:
1. If there is an uncompleted Consultation in which the Member is an Expert or a VisasQ lite Client;
2. If there is an uncompleted Consultation in which the Member is communicating with an Expert as a representative of the Corporate Client Using Team-Plan;
3. If there is a completed Consultation in which the Member is an Expert or a VisasQ lite Client but the respective payments have not yet been made; or
4. If there is a completed Consultation in which the Member participated as a representative of the Corporate Client Using Team-Plan but the respective payments have not yet been made.
Members alone are responsible for the management of their IDs and passwords throughout their membership. Under no circumstances shall IDs and passwords be transferred or loaned to any third party. When the ID and the password input in the Site for log-in match with the registered ID and the password, the Member shall bear responsibility for any actions taken using the account ID.

Article 6 Change in Registered Information

Members must promptly notify the Company and update their registered membership information if there is any change to the registered information.

Section 3 – Relationship of Parties

Article 7 Relationship of Parties

Experts acknowledge and agree that they will participate in Consultations in their individual capacity as an independent contractor and not as an agent or representative of any other entity or individual, unless otherwise agreed in writing by the Company. Except as expressly agreed in writing, Experts will not have any right or authority to negotiate any agreement or otherwise incur any obligation on behalf of the Company or to make any representation or warranty on behalf of the Company, or any Client or VisasQ lite Client. An individual’s status as an Expert does not create an employment, agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between them and the Company, or any Client or VisasQ lite Client. Further, Experts shall not represent themselves as being an employee of the Company, its Clients or VisasQ lite Clients to any person or entity and they shall not be eligible for any employment benefits based on their participation in a Consultation.
Experts hereby acknowledge and agree that any Client for whom they perform Consultations hereunder is an intended third-party beneficiary of these Terms and has the same rights and expectations as the Company with respect to an Expert’s representations, warranties and covenants hereunder and any breach thereof.
Members further agree that, at the Company’s request, they will cooperate fully with the Company in connection with any inquiry or investigation (whether formal or informal), and any defense or prosecution of any claims or actions.

Section 4 – Consultations

Article 8 Consultation Acceptance and Scope

Experts are free to accept or decline any offer to participate in a Consultation in their sole discretion; provided, however, that they may accept only those Consultations (a) that do not present a conflict of interest; (b) that relate to matters that they are permitted to discuss under applicable law and subject to any obligations they may have (including contractual, employment, or otherwise), and (c) that relate to topics about which they are sufficiently knowledgeable.
Experts agree not to accept any engagements in relation to their participation in the Expert Network unless the information the Expert has provided to the Company is accurate, complete, and up to date.
Experts are never obligated to accept any project requests. In turn, the Company makes no representations regarding the frequency, quantity or type of invitations to projects or Consultations that Experts will receive or will be selected to participate in.
All interactions between an Expert and a Client or a VisasQ lite Client must be set up through the Company or its systems. Experts are not permitted to share their contact information (including phone numbers or email addresses) directly with Clients or VisasQ lite Clients without the Company’s prior written consent. If an Expert is contacted directly by a Client or a VisasQ lite Client, the Expert is prohibited from providing Consultations to the Client or the VisasQ lite Client without having first arranged the Consultation through the Company. Experts are not eligible to receive payment from the Company for any such services, regardless of whether such a Consultation is a follow-up from a past or recent Consultation arranged through the Company and any such actions could result in suspension or removal from the Expert Network.

Article 9 Agreement to a Consultation

An Expert shall be deemed to have accepted a Consultation when the Expert accepts the Consultation request as described on the Site or via other methods, including but not limited to the forum of the Consultation, amount of Remuneration, and date, time and expected duration.

Article 10 Duration of Consultation; Extension

The expected duration of the Consultation will be agreed upon between the Expert and the Client, VisasQ lite Client, or the Company in advance.
Consultations may be extended beyond the originally agreed upon duration upon Client or VisasQ lite Client’s request and Expert’s consent.

Article 11 Identification of Parties

An Expert’s name and professional background information will be shared with Clients on an as-needed basis, as determined by the Company. A full description of the use of personal data by the Company and the rights and obligations in relation thereto are described in Section 8 and the Company’s privacy policy which is conveniently found on the Company’s corporate website. When participating in Consultations, Experts are expected to use their true name and accurate professional background. Clients may identify themselves to Experts when they are participating in the Consultations, though some Clients prefer to remain anonymous.

Section 5 – Payments

Article 12 Expert Rates

The Company appreciates and values Experts’ time and expertise. Experts will receive Remuneration from the Company in exchange for their provision of Consultations to the Client or the VisasQ lite Client at the mutually agreed upon rates on a project-by-project basis. Experts understand and agree that, where applicable, they authorize the Company to receive and process Remuneration from a Client or a VisasQ lite Client on behalf of the Experts.
Unless an Expert has received prior written authorization from the Company, the Expert will not be compensated for any time in preparation for a Consultation, or for any expenses actually incurred or expected to be incurred by the Expert, including but not limited to transportation fees and telephone call fees in relation to the Consultation.
Members acknowledge and agree that if the actual length of a Consultation is shorter than, or exceeds the originally scheduled duration, then Experts will be paid for the actual duration of the Consultation; provided, however, if the originally scheduled duration of the Consultation is exceeded, then Experts shall allow for an unpaid five (5) minute leeway period, when required under the circumstances, to wrap up the Consultation, as determined by the Company in its discretion.

Article 13 Conditions of Payment

If an Expert is employed, they must follow their employer’s policies that may relate to payment from the Company.
Experts acknowledge and agree that the Company will compensate an Expert only for the Consultations that are either arranged by the Company through its systems, or explicitly approved in advance by the Company. Experts agree not to accept any compensation other than that provided by the Company for their work performed for Clients, without first obtaining the express written consent of the Company.
Experts understand and agree they have no right to payment for a Consultation to the extent the Company determines, in its sole discretion, they have violated these Terms or the Company’s compliance rules, including but not limited to providing false or incorrect information in Experts’ profile or when responding to vetting questions creating or using multiple accounts, or breaching their confidentiality obligations. To the extent Experts have already received payment for Consultations involving such violations, the Company shall have the right to recover such payments in full.
If, at any time, an Expert becomes concerned with questions posed by a Client or a VisasQ lite Client, or believes that a Client or a VisasQ lite Client may be attempting in any way to influence the Expert’s decisions (including, but not limited to, attempts to influence which drugs to prescribe, devices to use, or services to provide), or believes a Client or a VisasQ lite Client may be marketing products or services, the Expert must decline to answer any such questions and inform the Client such questions or conduct would cause the Expert to violate these Terms. To encourage Experts to err on the side of caution when participating in Consultations, in the event that an Expert takes the aforementioned steps, and the Client continues to pursue such conduct or line of questioning, then the Expert must discontinue the engagement and should immediately contact the Company’s Compliance Department at: [email protected]. In such an event, the Company may, in its sole discretion, determine that Experts are be eligible for payment for the full amount of time scheduled for the engagement. Experts agree to fully cooperate with the Company’s Compliance Department in any inquiry concerning actual, alleged or potential violations of these Terms and Conditions, or any applicable law.
If a Client or a VisasQ lite Client disputes an Expert’s request for payment or the quality of their work on a Consultation within one-week after the completion of the Consultation, the Company may seek to confirm the substance of the Expert’s participation in the Consultation and their interaction with the Client or the VisasQ lite Client and withhold payment until such dispute is resolved. Experts agree that the Company has the sole and final authority to resolve such a dispute in its reasonable discretion and to refund Remuneration to the Client or the VisasQ lite Client as required, and Experts agree to be fully bound thereby.
To the extent any Expert attestations are required in connection with a Consultation, those attestations must be provided in order to receive payment.

Article 14 Invoicing and Receipt of Payment

To receive payment an Expert must submit an invoice or a completion report through the Site in accordance with the procedures specified by the Company and within 90 days following the completion of a Consultation. Experts may then select a payment method from the available options provided by the Company. The Company may require that Experts utilize a third-party payment processor offering various transfer methods. Experts can generally expect to receive payment no later than the end of the month following the month the Company receives a timely and proper invoice or completion report.
Invoices or completion reports sent more than 90 days after the completion of the Consultation will not be honored, to the extent permitted by applicable laws. In addition, Experts acknowledge and agree that an Expert’s right to receive Remuneration will be also void if (i) the Expert does not select a method of receiving the Remuneration or, if the Expert selects bank transfer as a receiving method, but does not provide valid information for their bank account within 90 days from the completion of the Consultation; or (ii) the Expert does not submit necessary documents, including but not limited to requested identity verification documents, to the Company within 90 days from the completion of the Consultation.
This Article 14 applies generally to Experts participating in Consultations; provided, however, the terms and conditions in Chapter 2 shall also apply to Consultations between an Expert and a VisasQ lite Client.

Article 15 Tax

Members are responsible for paying and/or reporting any applicable taxes in their jurisdiction on payments or Services they receive in accordance with applicable tax law and any other regulations. Region-specific tax information can be found in Chapter 3 of these terms.
If payment for a Consultation is subject to a withholding tax requirement, the Company will calculate the amount of withholding tax, deduct it from the payment, and notify the Expert.
As a condition to payment, Experts shall provide the Company all necessary information for tax purposes, including their names, addresses, and identification numbers upon request.

Article 16 Waiving Right to Payment

In some cases, Experts may wish to waive their right to receive payment for a Consultation. If so, Experts should notify the Company of their choice at the time they submit an invoice or a completion report. In case Experts explicitly state that they will not submit an invoice or a completion report within 90 days from the completion of the Consultation, such statement shall be regarded as waiving their right to receive payment for a Consultation. In such cases, the Expert’s right to payment will constitute a receivable, also known as a Service Usage Fee, which will be regarded as having been paid by the Experts to the Company.
The Company may then use such Service Usage Fees in its sole discretion, including for charity or non-profit donation. The Company may, in its discretion, publicly disclose information relating to these donations, including donation recipient information, or reserve the right to keep information about the donation status of any Service Usage Fee private.

Section 6 – Expert Conduct

Article 17 General Rules

During participation in the Expert Network, Experts agree to act in good faith, in a professional manner in all communications, and to the best of their ability and owe a duty to provide Consultations and all Services with the due care of a prudent expert in accordance with the subject matter thereof.
Experts acknowledge that the Company maintains a zero-tolerance approach to behavior or language the Company in its sole discretion deems hostile, aggressive, abusive, or which may constitute discrimination or harassment, including sexual harassment, or which is otherwise inappropriate. Members must treat all Company personnel and the other parties to the Consultations with equal respect regardless of race, ethnicity, national origin, age, religion, sexual orientation, marital status, gender or disability.
Experts must represent that they have completed the Company’s annual compliance training and have read and understand all the materials prior to a Consultation or any services provided by them.
Experts must not mislead or deceive the Company’s employees, Clients, VisasQ lite Clients or third parties regarding their expertise and relevant experience, and Experts must not accept opportunities that are outside of their areas of experience. Additionally, Experts must provide accurate, up to date and verifiable information regarding their career history, legal name, affiliations and professional experience. Accordingly, Experts are required to update the Company if such information changes prior to a Consultation.
Experts are required to provide their own insights and thoughts based on their knowledge and expertise. As such, Experts must not take the work or ideas of any third party and pass it off as their own when participating in any of the Services. Experts further represent and agree that they will not use information directly or exclusively from AI Tools to generate or draft responses to questions, whether written or oral, during their participation. Experts may only share any third-party information if they have the required authorization and where they have made it clear that such information is not their own.
During participation in the Services, Experts must not disclose any confidential information, including, for example, any material non-public or proprietary information, commercial secrets, or any information covered by any nondisclosure agreement(s) to which the Expert is a party, regardless of its source (i.e., present or previous employment relationships, directorships, consulting engagements, etc.).
Experts will not participate in any Consultation that would cause them to breach any agreement, legal obligation, duty, or obligation of any kind to which they are currently subject, including any policy, or code of conduct, or code of ethics of any company for which they are a current or previous employee, director, officer or trustee.
Experts must be available and on time for scheduled Consultations. Experts must be prepared to share their expertise and perspectives on the topic of the Consultation. Should an Expert need to reschedule, they must immediately contact the Company or the VisasQ lite Client, as applicable to do so.
Experts agree that they will not provide any false or misleading information of any kind to the Company or the other party of Consultation.

Article 18 Experts’ Confidentiality Obligations to Company, Clients and VisasQ lite Clients

Experts must hold all Proprietary Information (as defined for purposes of these Terms) in strict confidence and shall not disclose any Proprietary Information to any third party.
All rights in and to Proprietary Information shall remain vested with the disclosing party. Experts shall not use Proprietary Information for any purpose other than strictly as needed in connection with their participation in the Consultations. Experts explicitly agree not to disclose or to attempt to use or personally benefit from (e.g., by using to trade securities or make investment decisions) any Proprietary Information that is disclosed to or known by them because of their participation in the Expert Network until such time as the information has become publicly available through no fault or action of their own. The obligations of this Article with respect to Proprietary Information shall survive any termination or expiration of these Terms.
During the course of a Consultation or other project work, Experts may work with or be introduced to other Experts. Experts must abide by the same duties of confidentiality to other Experts as they would to the other party of the Consultation.

Article 19 Conflicts of Interest

Experts must not participate in Consultations with any competitors of any company for which they are an employee, director, officer or trustee if the project or Consultations are focused on an Expert’s current employer or the industry thereof.
The Company will not knowingly recommend an Expert for any Consultation if:
1. Their current employer is the target of a potential investment in connection with the research or the project;
2. The research or the project focuses on their current employer or the industry thereof, and the Client or the client of the Client is a competitor of the Expert’s current employer; or
3. If the research or the project is related to any other topic which they have indicated to the Company that they are not permitted to discuss.
Furthermore, if an Expert determines at any time that their participation in any Consultation could result in a violation of any of these terms and conditions or may otherwise present a conflict of interest, they must immediately terminate their participation in such Consultations and notify the Company.
Experts who are attorneys cannot participate in Consultations that are about past or current clients which they have represented. Experts who are auditors cannot participate in Consultations that are about their clients they’ve worked with in past three (3) years.
Experts who were formerly employed in a finance or accounting role at a publicly traded company are prohibited for a period of six (6) months from participating in any Consultation the subject matter of which is their former employer.

Article 20 Rules for Avoidance of Violations of Laws and Regulations

Experts are responsible for compliance with all applicable laws, rules and regulations, and any contractual relationships or fiduciary duties that are binding on them.
While participating in a Consultation, Experts agree not to provide any investment advice to the Company, its Clients or VisasQ lite Clients, including, without limitation, any ratings or securities recommendations. Experts further agree to refrain from providing any “professional” advice (including, but not limited to, legal, medical, or accounting advice).
Experts who are employed in an official capacity, whether for a government, government instrumentalities, a government owned or controlled entity, a political party, a political candidate, a party official, or a public international organization (e.g., WHO, World Bank, United Nations, etc.), agree and acknowledge that they are prohibited from discussing any legislation, regulation, policy, contracts, or other business that they are in a position to vote upon or otherwise influence. Experts further agree that they will promptly notify the Company if they become employed in the capacity described in this paragraph, or become an elected official, political candidate, or similar.
Experts are prohibited from providing and/or receiving anything of value to or from any government official (including any employee or representative of a government-owned entity), or any other person or entity, in return for an unfair business advantage, any type of favorable treatment, to induce or reward the improper performance of a function or activity, or other improper benefit to the Company or its Clients. Experts must be aware of and comply with the Company’s training on international anti-bribery/anti-corruption laws and regulations, including, but not limited to, the U.S. Foreign Corrupt Practices Act (FCPA), the National Public Service Act of Japan, the Penal Code of Japan, and the U.K. Bribery Act.
Experts who are healthcare professionals participating in any clinical trials must not discuss patient specific information or trial information not yet publicly available. Data Safety Monitoring Board Members, Scientific Advisory Board members, and trial sponsor employees are not permitted to participate in Consultations about ongoing trials they are involved in or unpublished information they have access to.

Article 21 Healthcare Providers (HCP’s) as Experts

HCP Experts represent and warrant the following:

HCP is not currently excluded, debarred, suspended, or otherwise ineligible to participate in Federal or state health care programs or in Federal or state procurement or non-procurement programs.
HCP is not currently under any loss or restriction of any professional license, nor of any related certifications, rights, or privileges.
HCP has never been and is not currently debarred under the U.S. Generic Drug Enforcement Act of 1992, 21 U.S.C. §335(a) and (b), as it may be amended from time to time.
HCP has not been convicted of, nor is HCP currently under investigation for a criminal offense that falls within the scope of 42 U.S.C. §1320a-7(a) (regarding mandatory exclusions from Medicare and state healthcare programs), but for which HCP has not yet been excluded, debarred, suspended, or otherwise declared ineligible.
HCP does not appear on either the Department of Human Health & Services/Office of Inspector General List of Excluded Individuals/Entities, found at http://exclusions.oig.hhs.gov/ nor the General Services Administration’s List of Parties excluded from Federal Programs.
Remuneration for participating in the healthcare project represents the fair market value of the services to be provided by HCP negotiated in an arms-length transaction with the Company, Clients or VisasQ lite Clients based on HCP’s skills and experience. Remuneration has not been determined in a manner which (i) takes into account the volume or value of referrals or business which may otherwise be generated between HCP and any the Client, or (ii) constitutes or may be construed in any manner as an obligation or inducement for HCP to refer patients or to order any product for patients.
HCP acknowledges that if any adverse event information is disclosed by the HCP, the Company or its Clients may be legally required to disclose this information and the HCP’s identity and contact information in order to comply with any applicable statute, regulation or administrative agency rule, and the HCP will assist the Company in complying with adverse event reporting requirements under applicable laws.
HCP will immediately notify the Company in the event any of the representations in this Article cease to be true.

Section 7 – Member Conduct

Article 22 Prohibited Conduct

Members must not infringe on any rights of the other party to a Consultation or any other third party, regardless of whether they are individuals or corporations (including, but not limited to, intellectual property rights, copyrights, privacy rights, name rights, portrait rights, or reputations). Members must not breach their duty of confidentiality or the internal regulations of their employers or any other organization with whom Members are affiliated.
Members must not commit any action that obstructs the Company’s business or operations, including but not limited to the following:
1. Registering, posting, or displaying false information on the Site;
2. Registering multiple membership accounts or allowing third parties to use one’s account;
3. Transferring the right to participate in Consultations to third parties without obtaining prior written consent from the Company;
4. Providing Consultations to the VisasQ lite Clients introduced by the Company without paying Service Usage Fees to the Company;
5. Intentionally providing false answers or dishonest responses to any question;
6. Asking questions that would cause the Experts to violate the Terms;
7. Engaging in acts that affect the Company’s system, including but not limited to, sending computer viruses or acts involving unauthorized access to the Site;
8. Circumventing the Company through conduct such as contacting the other party of Consultation outside of the Site, accepting payment of any fees directly from Clients and/or VisasQ lite Clients or avoiding use of the payment systems required by the Company; and
9. Any other acts that obstruct the Company’s business operations or reflects negatively on the Company’s reputation.
Notwithstanding the foregoing, with regard to Expert placement services and/or VisasQ lite services, item (viii) above will not apply if referral fee is paid from the Client or the VisasQ lite Client to the Company in accordance with the means stipulated by the Company.
Members must not use the Expert Network for purposes other than those permitted by the Company. Prohibited uses of the Expert Network include but are not limited to:
1. Promoting or providing political or religious ideas (except where expressly authorized by the Company in advance);
2. Engaging in any form of multi-level marketing businesses or pyramid scheme businesses or engaging in soliciting such business, product sales, or any other act of solicitation that the Company determines to be an inappropriate use of the Expert Network;
3. Leading Members to affiliate websites, including posting links on the Site that are not in accordance with the purpose of the Site;
4. Copying, altering, editing, deleting, combining with other programs, reverse-engineering, disassembling, decompiling, or creating mirror sites of the Site in whole or in part;
5. Obtaining information relating to the Service by accessing the Service via scraping, crawling (crawler, robot, spider, or related programs) or other means; and
6. Any other use that the Company deems inappropriate in its sole discretion.

Article 23 Non-Solicitation and Non-Circumvention

Members agree not to, directly or indirectly: (i) contact the other party originally introduced to them through the Consultation when they did not have a prior relationship, (ii) solicit the other party for engagements outside of the Expert Network, (iii) or provide the other party with any unsolicited information or gifts, without the prior written consent of the Company.
Members agree, during their participation and for a period of one (1) year from their participation in Consultation with the other party who is first introduced to them through the Services, not to circumvent the Company by soliciting, negotiating with or entering into any agreement or arrangement (whether oral or in writing) with the other party without the prior written consent of the Company.

Section 8 - Personal Information, Privacy and Security

Article 24 Personal Information, Privacy and Security

The sections within these Terms regarding Personal Information use, privacy and security are made for summary reference purposes only. In the event that information contained within these Terms conflicts with information contained within the Company’s Privacy Policy, the terms of the Company’s Privacy Policy will prevail. The Company’s Privacy Policy is available on the Company’s website and may change from time to time without prior notice. Members are encouraged to review the Company’s Privacy Policy periodically.
In the course of the provision the Services and the Company’s compliance with its contractual and legal obligations, the Company will process Members’ Personal Information in accordance with all applicable data protection laws and the Company’s Privacy Policy, which may be updated from time to time.
The Company’s Privacy Policy details its i) collection and creation of Member personal data, ii) the categories of personal data processed, iii) the purposes and lawful basis for the processing of personal data, iv) the disclosure of personal data to third parties, including processors, the international transfer of personal data, v) the data security measures taken by the Company, vi) the Company’s compliance with all applicable laws and principles, vii) Member data privacy rights, and viii) contact information for Members who have a question or who wish to exercise any applicable data protection right.
To register in the Expert Network, Members are required to provide us with certain Personal Information about themselves. Members acknowledge and agree that the Company uses the Members’ Personal Information to match Experts’ expertise to the needs of our Clients or VisasQ lite Clients, to market the Company’s Services to our Clients, VisasQ lite Clients or potential Clients, to confirm Members’ employment and education information, to conduct background reviews (including through the use of third-party services), and for other business purposes. Members further agree that the Company may disclose Member’s Personal Information to Clients, VisasQ lite Clients, potential Clients and other third parties as reasonably required to fulfill such purposes. The Company will not sell Expert information to a third-party marketer.
Members agree that the Company can use their Personal Information to contact them (by phone, email, SMS text message, instant messaging applications, voice over IP service, or other means) about Consultations opportunities and other Consultation-related matters in accordance with the Company’s Privacy Policy and applicable laws.
Members agree that the Company may retain, in a manner consistent with the Company’s Privacy Policy, their Personal Information if they have participated in Consultations and their participation as a Member ends.
The Company may check the message exchanges between the parties from time to time to ensure that illegal or inappropriate messages are not exchanged.

Section 9 - Intellectual Property

Article 25 Intellectual Property

All materials set forth on the Site and provided in relation to the Services, regardless of whether they are specifically marked, are protected by copyright and other intellectual property laws. Members may not use such materials, in any way other than for their personal use in connection with their Consultations, without the express permission of the Company.
Experts may from time to time be asked to create materials or content in connection with the Consultations. In the event that Experts create, generate, author or contribute to any such Works as part of their participation in the Consultations, Experts acknowledge and agree that all rights therein, including, without limitation, copyright rights, shall be the sole and exclusive property of the other party to the Consultation: the Client, the VisasQ lite Client, or the Company, as applicable, and such party’s rights to the Works will be fully and freely assignable in such party’s sole discretion.
If for any reason the Works would not be considered the exclusive property of the other party of the Consultation, Experts hereby sell, assign, and transfer to the other party of the Consultation, its successors and assigns, the entire worldwide right, title and interest in and to the Works, including rights in the Works now existing, or which may hereafter come into existence. Such rights shall include but not be limited to (i) all copyrights in the Works and all derivative Works and any registrations and copyright applications relating thereto, or any renewals and extensions thereof, (including rights of ownership, use, or display) (ii) right to prepare derivative materials, (iii) right to publication, republication, distribution, performance or reproduction in any medium now existing or which may exist in the future (including but not limited to print; electronic display, distribution and storage; compact disks; tapes; digital distribution and on the internet) or in any manner whatsoever, solely within the discretion of the Company. Such rights shall be considered together with all exclusive rights granted to an independent contractor under the copyright laws of Japan, the United States, international copyright conventions and other applicable laws. Such rights shall further include the right to request and receive documents the Company deems necessary to record any of these grants with the Japan Agency of Cultural Affairs, the United States Copyright Office or elsewhere, and all rights in and to all Works based upon, derived from, or incorporating the Works or any part thereof. Experts further assign to the other party of the Consultation all of their worldwide rights to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the Works, and in and to all rights corresponding to the foregoing throughout the world. The assignment also includes the right to defend and enforce the Works in any and all appropriate forums. The aforesaid shall collectively be deemed the Assigned Interests.
Experts agree to execute all papers and to perform such other proper acts as the Company may deem necessary to secure for the Company, the other party of the Consultation or their designee the rights herein assigned. Experts hereby appoint the Company as attorney in fact, with full authority to enforce the Assigned Interests, as the Company would do if this assignment were not being made.
Notwithstanding the preceding paragraphs, Experts shall retain copyrights of the works that are created by Experts independently and unrelated to any requests from Clients, VisasQ lite Clients, or the Company. However, in the event Experts provide such retained works to Clients, the VisasQ lite Clients or the Company, or incorporate such retained works into Works as defined herein in connection with the Consultations, Experts shall agree to grant the Client, the VisasQ lite Client, the Company or their designated third-party, global, non-exclusive, royalty-free, sub-licensable and transferable use of such retained works including but not limited to, copying, distribution, creation of derivative works, indications, publications, adaption, and availability by transmission, for any purpose, unless otherwise agreed in writing between the parties.
Members acknowledge and agree that, even if Works are considered exclusive property of a Member, the Company may make use of such Works including but not limited to, copying, analyzing, aggregating, and creating of derivative works, etc. for the purpose of improving the Expert Network or the Services.
Experts represent and warrant that information or materials posted or provided by the Experts in connection with the Consultations do not infringe upon any third-party rights, or that Experts have obtained the necessary permission or licenses to such information and/or materials and therefore those are provided royalty-free for use by Clients, VisasQ lite Clients, or the Company.
Experts acknowledge and agree that Clients, VisasQ lite Clients, the Company or a third party who was designated by those parties may freely use, without any charge, the ideas, the concepts, the know-how, or the technology provided by the Experts in the course of the Consultations for the purpose of developing new inventions, making improvements, manufacturing, or promoting sales, etc.
Experts acknowledge and agree that Clients, VisasQ lite Clients and/or the Company may, at its sole discretion, elect to record and/or transcribe the Consultations and that any such recording or transcript will belong in right or title to the Clients, the VisasQ lite Clients and/or the Company who record and/or transcribe it. Experts further acknowledge and agree that Expert’s participation in the Consultations may be monitored by the Company and/or the Clients and their respective compliance departments without announcement. Experts will have no access or control over any such recording or transcription.

Section 10 - Responsibility of Members to the Company

Article 26 Indemnification

Members agree to indemnify and hold harmless the Company and where applicable, the Company’s clients and their respective successors and assigns (and its and their officers, directors, employees, sublicensees, customers and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys’ fees and court costs) arising out of or in connection with (a) their willful misconduct or gross negligence in their performance of a Consultation hereunder, or (b) their breach or violation of any and all provisions of these Terms.

Section 11 - No Warranty; Limitation of Liability

Article 27 Disclaimer; Limitation of Liability; No Warranty to Members

In no event shall the Company be liable to a Member or any other party for any damages resulting from or relating to their participation as a Member, the performance of any services as an Expert, or the business operations of the Company, including without limitation for any incidental, consequential, punitive, or special damages regardless of the theory of liability and even if the Company was informed of the possibility of such damages, and Members are solely responsible for their actions. Notwithstanding the foregoing, in no event shall the cumulative liability of the Company to any Member for all claims arising from or relating to these Terms, including without limitation, any cause of action sounding in contract, tort, or strict liability, exceed the total amount of all fees paid by such Member to the Company during the twelve (12)-month period prior to the act, omission or event giving rise to such liability. The Company shall have no obligation to defend Members, provide Members with legal counsel, or pay legal costs and expenses on a Member’s behalf.
The Company does not make any guarantee or warranty to Members regarding (i) the accuracy, legality, or appropriateness of information provided by other Members or Clients, (ii) non-infringement of third-parties’ rights through the Consultations, (iii) specific usefulness of the content or the quality of the Consultation, or (iv) the Experts’ skills, qualifications or expertise.
While the Company may check the career backgrounds and qualifications of Experts, the Company does not make any guarantee or warranty to Members regarding the results of such career background and qualifications checks.
The Company does not guarantee or warrant to the Members that the Service or the Site is free of any detrimental effects, such as computer viruses.
The Company is not responsible or liable for any loss or damage arising from Members’ experience with the Services or the Site, including but not limited to any loss or damage resulting from termination, suspension, or interruption of the Services or the Site. The Company may change the content of, terminate, suspend, or interrupt use of the Services or the Site at any time and without advance notice to Members.
The Company is not responsible or liable for any loss or damage arising from the following:
1. Any disputes arising in connection with a Consultation among Members or between the Member and the other party of the Consultation;
2. Loss of any data, including but not limited to, information registered or exchanged in connection with the Expert Network;
3. Any issue arising from unlawful or unauthorized access to the Site or the Company’s systems, or computer viruses; or
4. Any issue arising from access to the Site or emails sent by the Company including computer viruses alleged to have been obtained from such emails or the Site;

Section 12 - Miscellaneous

Article 28 Modification

The Company may, in its sole discretion, modify these Terms from time to time by posting the modifications on the Site. Unless otherwise specified by the Company when posted, all modifications will be effective upon posting. If Members do not agree to any modifications, their only recourse will be to terminate their participation as a Member. If Members continue to participate as a Member after any modification becomes effective, then their participation will constitute acceptance of such modification. The Company reserves the right to terminate in its sole discretion any person’s participation as a Member at any time and for any reason or no reason whatsoever.

Article 29 Severability

If any provision of these Terms is held unlawful, invalid or unenforceable in whole or in part under applicable laws and regulations for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in these Terms or with regard to any specific Member, will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or with regard to any other Members, or of rendering any other provisions of these Terms invalid or unenforceable whatsoever.

Article 30 Survival

Article 18 (Expert’s Confidentiality Obligations to Company, Clients and VisasQ lite Clients), Article 22 (Prohibited Conducts), Article 23 (Non-Solicitation and Non-Circumvention), Article 25 (Intellectual Property), Article 26 (Indemnification), Article 27 (Disclaimer; Limitation of Liability; No Warranty to Members), Article 29 (Severability), this Article (Survival), Article 32 (Use of the Name of the Company, Etc.), Article 34 (Entire Agreement), Article 35 (Right to Injunction), Article 36 (Governing Law and Jurisdiction), Article 38 (Text-based Responses (Additional Research)), Article 42 (Intellectual Property), Article 47 (Services), Article 59 (Tax) and Article 61 (Tax) shall survive the termination of membership of Member, termination of the use of Service.

Article 31 Anti-Corruption Representations

Members represent the following:
1. They are not a member of an anti-social force or an organized crime group, or a member of a company whose managers, officers or employees are closely related to an anti-social force or organized crime group;
2. Any business partners they may have are not involved with an anti-social force or organized crime group; and
3. They will not cooperate or maintain involvement in an anti-social force or organized crime group, including via the provision of funds or favors, etc. to anti-social forces or organized crime groups.
Members represent that they will not engage in any of the following actions, whether through their own conduct or via a third party:
1. The use of threatening language or acts of violence;
2. The issuance of unjust requests beyond the legal obligations the other party owes;
3. Acts that damage the Company’s credibility through the spread of maliciously false information;
4. Acts that obstruct the other party’s business; or
5. Other actions similar to any of the preceding items.
Members represent that they will not receive anything of value from any government official (including any employee or representative of a government-owned entity), or any other person or entity, in return for an unfair business advantage or any type of favorable treatment, or to induce or reward the improper performance of a function or activity, or other improper benefit to the Company or its Clients.
Members represent that they are aware of and will comply with and complete all training on international anti-bribery/anti-corruption laws and regulations, including, but not limited to, the National Public Service Act of Japan, the Penal Code of Japan, the U.S. Foreign Corrupt Practices Act (FCPA), and the U.K. Bribery Act as required by the Company from time to time.
The Company may cancel uncompleted Services without warning the Member in advance if the Member has been suspected of violating any provision of this Article.
The Company shall not be held responsible for any damage incurred by the Member in case uncompleted Services are cancelled pursuant to the preceding paragraph.

Article 32 Use of the Name of the Company, Etc.

Members may not use the Company’s name, trademarks, logos, and service marks without written approval by the Company.
Members shall obtain prior written approval from the Company when using the Company’s name, trademarks, logos, and service marks or representing their relationship with the Company in advertisements, business cards, and in mailed materials. Such use of the Company’s name, trademarks, logos, and service marks or representation of their relationship shall be in accordance with manners expressed in the written approval by the Company.
All materials set forth on the Site, regardless of whether they are indicated as such, are protected by copyright and other intellectual property rights. Members may not use such materials, in any manner other than in the manner necessary in their performance of Consultations, unless expressly approved by the Company in written form.

Article 33 Assignment

The Company may transfer its status, rights and obligations under these Terms including registered information on the Site and other information to third parties if the business regarding the Service have been transferred to third parties. By agreeing to these Terms, Members agree in advance to such transfers. The transfer of business prescribed in this Article is not limited to sales of assets, but shall also include company splits, assignments, mergers and acquisitions, and any other forms of transaction in which rights and obligations are transferred to a third party.
Members may not subcontract, assign or delegate any rights or obligations under these Terms to any third party unless expressly approved by the Company in written form. Any purported subcontract, assignment and delegation shall be null and void.

Article 34 Entire Agreement

Subject to Article 3, these Terms constitute the entire agreement between the Company and Members in connection with the Expert Network and the Service. Any previous representations, discussions and writings between the Company and Members regarding the Service are superseded by these Terms in the event of any conflict.

Article 35 Right to Injunction

Members shall acknowledge that any violation or breach of any of these Terms may cause irreparable harm to the Company’s and/or Clients’ business, and remedies at law will be inadequate. Therefore, Client and/or the Company shall be entitled to injunctive relief to prevent a Member’s prospective or continuing breach and to maintain the status quo pending legal procedures provided for below.

Article 36 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Japan.
Any disputes that arise in relation to these Terms, the Service or the Site, shall be subject to the exclusive jurisdiction of the Tokyo District Court.

Chapter 2 – Terms Applicable to Each Service in All Regions

Each section of This Chapter 2 applies only to the services described in the Articles of “Applicable Services” in all regions. If there is any conflict or inconsistency between the terms set forth in each section of Chapter 2 and in Chapter 1, the terms in Chapter 2 will prevail.

Section 1 – Interview

Article 37 Applicable Services

The terms and conditions of this section are applicable to Consultations provided in the course of any Interview. The terms and conditions of this section do not apply to Consultations and Services provided through VisasQ lite.

Article 38 Text-based Responses (Additional Research)

Members acknowledge and agree that text-based responses provided by the Experts in the course of or as an extension of an Interview shall form part of the Works and be treated in accordance with Article 25 (Intellectual Property), Paragraph 5.

Article 39 Participation of the Third Parties

Experts acknowledge and agree that third parties relating to Clients, including Client’s affiliates or Client’s clients, may participate in interviews without prior consent from or notification to Experts on the condition that (i) such third parties have agreed to confidentiality obligations at least as restrictive as those owed by Clients and, (ii) Clients have notified the Company of the names of such third parties in advance, and (iii) the Company has agreed to such third parties’ participation in the interviews.

Section 2 – Survey

Article 40 Applicable Services

The terms and conditions of this section are applicable to Services provided in the course of Survey.

Article 41 Validity of Answers

Experts acknowledge and agree that the Company has authority to determine whether the answers of Experts are invalid under any of the following circumstances:
1. If Experts do not fully answer the questionnaire;
2. If Experts fail to answer the questionnaire within the due date;
3. If Experts do not have experience to be qualified as an expert;
4. If Experts use AI tools for generating responses to the questionnaire; or
5. If the Company determines that the answers are evidently incorrect or inappropriate or otherwise if it is deemed that Expert fails to perform consistent with their obligations.
If the answers of Experts are regarded as invalid, the Experts may not be entitled to receive a part or all of the proposed Remuneration.

Article 42 Intellectual Property

Members acknowledge and agree that answers provided by the Experts in the course of Survey shall form part of Works and be treated in accordance with Article 25 (Intellectual Property).

Section 3 – Continuous Consultation

Article 43 Applicable Services

The terms and conditions of this section are applicable to Consultations provided in the course of Continuous Consultation.

Article 44 Contents of Consultation

Experts shall agree with the other party to the Consultation on the following items for the contents of the Consultation before engaging in such Consultation:

Subject matter and scope of the Consultation;
Place of service;
Duration of Consultation (start date and end date);
Expert’s Remuneration rate;
Other terms and conditions of payment; and
Any other terms Experts, the other party of Consultation or the Company deem necessary.

Article 45 Participation of the Third Parties

Experts acknowledge and agree that third parties relating to Clients, including Client’s affiliates or Client’s clients, may participate in Consultation without prior consent from or notification to Experts on the condition that (i) such third parties have agreed to confidentiality obligations at least as restrictive as those owed by Clients under these Terms, (ii) Clients have notified the Company of the names of such third parties in advance, and (iii) the Company agrees to allow such third parties to participate in the interviews.

Section 4 – VisasQ lite

Article 46 Applicable Service

The terms and conditions of this section will apply to all of the Consultations and the Services provided in the course of VisasQ lite service and any other self-matching services that the Company may designate in its discretion from time to time. For the avoidance of doubt, the terms in this section are applicable not only for Experts but also for the VisasQ lite Clients, etc.

Article 47 Services

The Company provides Experts and VisasQ lite Clients, etc. with the tools, platform and other necessary services for them to participate in Consultations.
The main contents of the VisasQ lite services provided by the Company to VisasQ lite Clients, etc. are as follows:
1. Tools to select and engage in matching with Experts;
2. Tools to participate in a Consultation, if necessary;
3. Payment method options;
4. Payment of Remuneration to Experts on behalf of VisasQ lite Clients;
5. Advance payment of Remuneration to Experts on behalf of VisasQ lite Clients; and
6. Other services necessary for VisasQ lite Clients, etc. to participate in Consultations.
The main contents of the VisasQ lite services provided by the Company to Experts are as follows:
1. Platform through which to register information with the Company’s database;
2. Tools to match and communicate with VisasQ lite Clients, etc. and the Company;
3. Tools to conduct the Consultation;
4. Trainings necessary for the Consultation, such as compliance training;
5. Platform to receive Remuneration, including advance payment arrangements; and
6. Other services necessary for Experts to provide Consultations to VisasQ lite Clients, etc.
Team-Plan Members acknowledge and agree that their information registered in the Site, including but not limited to their name, career history and contact information, will be disclosed to or shared with the Corporate Client Using Team-Plan that the Team-Plan Members belong to.
If a Team-Plan Member uses the Services as an Expert, such use of the Services will not be disclosed to or shared with the Corporate Client Using Team-Plan that such Team-Plan Member belongs to or other Team-Plan Members and shall be regarded as an individual use of the Services.
To use VisasQ lite services, Members are eligible to post on the Site necessary information to match with the other party of the Consultation; provided, however, that Members acknowledge and agree that, if the contents posed by the Member are deemed by the Company, in its sole discretion, to fall within any of the following categories, the Company may remove or delete any of such information without notifying the Member who posted the contents or otherwise take any other necessary measures against the Member including restricting the use of the Service:
1. Violation of laws and regulations in the Company’s discretion;
2. Violation or threat of violation of the Terms;
3. If the Company deems that the posted contents are not in compliance with the Company’s policies; or
4. If posted contents are otherwise deemed inappropriate by the Company.
VisasQ lite Clients, etc. acknowledge and agree that the details of their requests posted on the Site by using the Site’s function for recruiting Experts may be publicly disclosed and used for the Company’s advertisement or social networking services, etc.; provided, however, that the names and career histories of individual VisasQ lite Clients, or the names of Corporate Clients Using Team-Plan, will not be used for the Company’s advertisement or social networking services, etc.
VisasQ lite Clients, etc. acknowledge and agree that the employers of the Experts, if any, do not make any guarantee or warranty to VisasQ lite Clients regarding the Experts’ Consultation, the accuracy, legality, or appropriateness of information provided by the Experts, or any conduct of the Experts, and therefore in no event shall they be liable therefore. VisasQ lite Clients, etc. further acknowledge and agree that the Consultations performed by the Experts constitute their own views and are not made on behalf of their employers, and that VisasQ lite Clients shall not make any claim or request against the employers of the Experts regarding the accuracy, legality, or appropriateness of information provided by the Experts or any potential damages arising from the Consultations.
Corporate Clients Using Team Plan shall participate in a Consultation only after disclosing (i) the Corporate Client’s name, and (ii) the names of the Team-Plan Members participating in the Consultation.

Article 48 Coupon

Experts acknowledge and agree that the Company conducts advertising campaigns for the Services by issuing to VisasQ lite Clients coupons that may be used only for VisasQ lite services and that reduce the amount of Remuneration to be paid from the VisasQ lite Client to the Expert and so reducing the amount of Remuneration in accordance with the terms and conditions of such coupon.
In case where the amount of Remuneration has been reduced by the usage of coupon, the Company shall pay to the Expert an amount equivalent to the reduced amount as a fee for cooperating with the Company’s advertising campaign.

Article 49 Non-Solicitation

Notwithstanding the terms set forth in Article 23 (Non-Solicitation), Experts and VisasQ lite Clients may enter into direct contracts, such as consulting agreements or outsourcing agreements, on the condition that (i) they obtain prior consent in a written form (including email) from the Company and (ii) the VisasQ lite Client pays a referral fee, the amount of which is determined by the Company in its sole discretion, to the Company in accordance with the procedures specified by the Company. Experts and VisasQ lite Clients may also enter into employment contracts on the conditions that (i) they obtain prior written consent from the Company and (ii) the VisasQ lite Client pays a referral fee to the Company, by executing and complying with the personnel referral agreement with the Company. When the Company receives requests from Experts or VisasQ lite Clients regarding direct contracts or employment contracts, it may offer to Experts or VisasQ lite Clients other types of consulting arrangement, including but not limited to Continuous Consultation.

Article 50 Participation of Third Parties

If a VisasQ lite Client, etc. wishes to have a third party participate in the Consultation between the VisasQ lite Client, etc. and an Expert, the VisasQ lite Client, etc. shall disclose to the Expert the identifiable information of the third party and obtain a prior consent from the Expert in writing (including but not limited to communication via the Site); provided, however, that a Team-Plan Member may have a third party who belongs to the same Corporate Client Using Team Plan attend the Consultation between the Team-Plan Member and an Expert, on the condition that the Team-Plan Member notifies the Expert of the attendance of such third party prior to Consultation.
In the case where a third party who participated in a Consultation breaches its confidential obligation or any other obligations under the Terms, the VisasQ lite Client continues to owe all of its obligations and responsibilities under these Terms to the Expert and/or the Company.

Article 51 Completion of Services

Experts acknowledge and agree that the Company’s Services for the Expert is deemed to have been completed when the VisasQ lite Client completes necessary payment procedures prior to the Consultation.

Article 52 Payment

VisasQ lite Clients shall pay to the Company the Remuneration agreed with the Expert at the time of completion of the Services as described in Article 51 (Completion of Services); provided, however, that in the case of a Corporate Client Using Team-Plan using Paid Services, the Corporate Client using Team-Plan shall pay Remuneration and Service Usage Fee to the Company.
Experts acknowledge and agree that they shall pay to the Company 30% of the Remuneration as a Service Usage Fee and that the Company will deduct the Service Usage Fee from the Remuneration it receives from the VisasQ lite Client upon the completion of the Services. The actual amount of money to be paid from the Company to the Expert shall be calculated by deducting the Service Usage Fees from the Remuneration. If Experts choose to waive right to payment in accordance with Article 16 (Waiving Right to Payment), the terms of “30%” in the preceding provision shall be replaced with “100%”.
Except when otherwise specified by the Company, VisasQ lite Clients shall pay or make an advance payment of Remuneration to the Company by using the credit card processing services provided by Stripe, Inc. or the payment services provided by PayPal Holdings, Inc. Upon completion of payment or advance payment of Remuneration from the VisasQ lite Clients to the Company, the VisasQ lite Client’s payment obligation to the Experts will extinguish.
Experts and Corporate Clients Using Team Plan acknowledge and agree that, if the Corporate Client Using Team Plan chooses to use Paid Services, the Expert obtains the right to claim the amount of money equivalent to the Remuneration against the Company in return for the Expert’s right of Remuneration against the Corporate Client Using Team Plan being transferred to the Company and from the Company to RACCOON FINANCIAL, Inc. in a sequential order. In such case, the Corporate Client Using Team Plan shall pay Remuneration to RACCOON FINANCIAL, Inc. when invoiced.

Article 53 Advance Payment

In the case where the timing of when the Company receives payment of Remuneration from a VisasQ lite Client on behalf of the Expert comes later than the timing the Company delivers to the Expert the amount of money calculated in accordance with Article 52, Paragraph 2, it is regarded that, without any indication of intent, the VisasQ lite Client shall entrust advance payment of the amount equivalent to such amount of money to the Company.
Upon completion of advance payment of the amount of money calculated in accordance with Article 52, Paragraph 2 from the Company to the Expert pursuant to the previous paragraph, the VisasQ lite Client’s payment obligation to the Expert will be extinguished, and at the same time the VisasQ lite Client shall bear the obligation to pay the Remuneration to the Company.

Article 54 Conditions of Payment and Tax

If a VisasQ lite Client disputes an Expert’s request for payment or the quality of their work on a Consultation within one-week after the completion of the Consultation, the Company may seek to confirm the substance of the Expert’s participation in the Consultation and their interaction with the VisasQ lite Client and withhold payment until such dispute is resolved.
Experts agree that the Company has the sole and final authority to resolve such a dispute in its reasonable discretion and to refund Remuneration to the VisasQ lite Client as required, and Experts agree to be fully bound thereby. The Company may contact the Experts from time to time to confirm whether there are reasonable grounds for the VisasQ lite Client’s claim. If Experts do not respond to the Company’s inquiries within one (1) week from receipt, the Company will deem that there are reasonable grounds for the VisasQ lite Client’s claim and may refund the Remuneration to the VisasQ lite Client. If the Company determines a refund of Remuneration to the VisasQ lite Client is appropriate, the Company shall not charge Experts for the Service Usage Fees.
Notwithstanding the provisions of the preceding paragraph, the Company will not refund Remuneration to the VisasQ lite Clients if the Company determines that any of the following circumstances exist:
1. The VisasQ lite Client breached these Terms;
2. The VisasQ lite Client asked the Expert questions beyond the scope of Consultation that was agreed between the parties in advance and the VisasQ lite Client is unable to provide justification for such out-of-scope questions;
3. The Consultation ended earlier than the originally agreed upon duration (through no fault of the Expert); or
4. The VisasQ lite Client’s claim for refund is otherwise deemed inappropriate by the Company.
Experts and VisasQ lite Clients shall register their country of residence on the Site in order to clarify whether or not the Consultation they are involved in constitutes a domestic transaction under the Consumption Tax Law of Japan. In addition, VisasQ lite Clients agree to submit, upon request by the Company, documents that can prove the country of residence of the VisasQ lite Clients. VisasQ lite Clients are prohibited from registering their country of residence with the Company for fraudulent purposes or knowingly registering information about their country of residence with the Company that is not true, and, if the Company or the Expert suffers any loss or damage as a result of such violation, the VisasQ lite Clients shall be liable for the cost of such loss or damage incurred by the Company.

Article 55 Suspension or Termination of the Consultation and the Services

The Company may interrupt, suspend, terminate or change the content of the Services without notifying Members in advance under the following circumstances:

System maintenance for the Service takes place;
The Company is unable to provide the Service due to force majeure such as power outages, disasters or natural disasters; or
As otherwise the Company deemed necessary by the Company.

Section 5 – Other Services

Article 56 Terms and Conditions for Other Services

Experts acknowledge and agree that the Company may introduce to Experts other types of consulting opportunities than those set forth in the Sections 1 through 4 of this Chapter 2. The terms and conditions for such services will be designated by the Company and agreed by and between the Experts and Clients.

Chapter 3 – Terms Applicable to Each Region

Each section of this Chapter 3 applies only to the Experts and the VisasQ lite Clients residing or locating in the region described in the title of the section. If there is any conflict or inconsistency between the terms set forth in each section of Chapter 3 and in Chapter 1 or 2, the terms in Chapter 3 will prevail as applicable to the Experts and the VisasQ lite Clients residing or locating in the region described in the title of the section.

Section 1 – Japan

Article 57 [Available in Japanese language only]

Article 58 Invoicing Procedures

For the Services other than VisasQ lite, Experts shall send to the Company a Qualified Invoice or a Classified Invoice by way of the Expert confirming the statement of account (pursuant to Article 30, Paragraph 9, Item 3 of the Consumption Tax Act of Japan, revised on October 1, 2023) as delivered by the Company to the Expert via the Site or other means specified by the Company.
For the VisasQ lite service, the Company delivers a Qualified Invoice or a Rate-classified Invoice to a VisasQ lite Client on behalf of an Expert. Experts and VisasQ lite Clients acknowledge and agree that the Company may issue and deliver, on behalf of Experts, any Qualified Invoice or other documents that Experts are required to issue and deliver as a result of their Consultation, and that RACCOON FINANCIAL, Inc. will not send a Qualified Invoice to VisasQ lite Clients.
Experts may not request Clients or VisasQ lite Clients to disclose their contact information for the purpose of delivering the Qualified Invoice, etc. to the Clients or the VisasQ lite Clients directly. Correspondingly, VisasQ lite Clients may not request the Experts to disclose their contact information for the purpose of obtaining a Qualified Invoice, etc. directly from the Experts.
Experts acknowledge and agree that, if they wish for their own Qualified Invoice Numbers (the registration number on the Qualified Invoicing Business Operator Registry (Article 57-2, Paragraph 4 of the Consumption Tax Act, as amended on October 1, 2023, as amended from time to time.)) to be described on a Qualified Invoice or statement of account, their registration numbers shall be registered in the Site. The registration of the Qualified Invoice Number in the Site will be completed when the number and name of the Qualified Invoicing Business is confirmed with the database of the National Tax Agency Japan.
In addition to the provisions of the preceding paragraphs, the Company may also set forth other matters relating to the operations of issuance and delivery of a Qualified Invoice, etc. in the “Frequently Asked Questions” and other web pages accessible to Experts and VisasQ lite Clients. In such cases, such provisions shall have the same force and effect as the provisions of these Terms, but in the event of any inconsistency between these Terms and the description in such web pages, the provisions of these Terms shall prevail. In the event of any question of interpretation, such provisions shall be reasonably interpreted by the Company, in its sole discretion.

Article 59 Tax

Experts shall provide the Company with all necessary information for tax purposes, including but not limited to their names, addresses, and identification numbers, including the Individual Number under the Act on the Use of Numbers to Identify a Specific Individual in Administrative Procedures (i.e. My Number) when requested by the Company.
In the case where a VisasQ lite Client is subject to a withholding tax obligation, the VisasQ lite Client shall indicate on the Site the amount of Remuneration as an amount of money from which withholding tax amount is already deducted, and the VisasQ lite Client shall so notify the Expert. VisasQ lite Clients shall pay to the Company the amount of money they have indicated on the Site and shall agree to comply with their duties such as any withholding tax payments and delivery of the certificate of the withholding tax payment.
Members acknowledge and agree that the following payments may be subject to consumption tax and that those payment amounts will include consumption tax if applicable:
1. Remuneration to be paid from VisasQ lite Clients to the Company;
2. Cancellation fees to be paid from VisasQ lite Clients to the Company;
3. Fees for the Paid Service; and
4. Service Usage Fees to be paid from Experts to the Company.
For the VisasQ lite service, Experts and VisasQ lite Clients acknowledge and agree that, if the Expert or the VisasQ lite Client is residing or locating outside of Japan, the Expert and the VisasQ lite Client conduct the Consultation online by using web-conference system, etc.

Section 2 – United States

Article 60 Member Acknowledgement

Members acknowledge and agree that the Company is not a registered investment adviser (as defined in the Investment Advisers Act of 1940, 15 U.S.C. §80b-1, et seq., and the rules and interpretations promulgated thereunder).

Article 61 Tax

The Company or its payment processor will provide Internal Revenue Form 1099 to Members as required.

Revised on October 1, 2023

Appendix

Definitions:

AI Tools:	Artificial intelligence tools such as chatbots, including, but not limited to, ChatGPT.
Assigned Interests:	Entire worldwide right, title and interest in and to the Works, including rights in the Works now existing, or which may hereafter come into existence, which shall include but not be limited to all copyrights in the Works and all derivative Works and any registrations and copyright applications relating thereto and any renewals and extensions thereof, including rights of ownership, use, display, to prepare derivative materials, publication, republication, distribution, performance and reproduction in any medium now existing or which may exist in the future (including but not limited to print; electronic display, distribution and storage; compact disks; tapes; digital distribution and on the Internet) and in any manner whatsoever, solely within the discretion of the Company, together with all exclusive rights granted to an independent contractor under the copyright laws of Japan, the United States, and international copyright conventions and the right to request and receive documents the Company deems necessary to record any of these grants with the Japan Agency of Cultural Affairs, the United States Copyright Office or elsewhere, and in and to all Works based upon, derived from, or incorporating the Works or any part thereof; all worldwide rights to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the Works, and in and to all rights corresponding to the foregoing throughout the world.
Cancellation Fees:	Cancellation fees which Experts may receive in accordance with the Terms.
Clients:	Corporations who seek business-related knowledge and expertise through participation in the Expert Network and who executes an agreement for the use of the Services, including but not limited to General Conditions for Use of Full-Support Services “VQ”, with the Company. For avoidance of doubt, VisasQ lite Clients are not included in this definition.
Company:	VisasQ, Inc., Coleman Research Group, Inc., VisasQ Singapore Pte. Ltd., VisasQ Hong Kong Limited, and Coleman Research Limited.
Consultations:	Consultations in which Experts provide their knowledge and expertise through participation in the Expert Network to Clients, VisasQ lite Clients or the Company.
Continuous Consultations:	Consultation in which Experts continuously provide their knowledge and expertise to Clients or the Company for a certain period of time, including but not limited to VisasQ partner.
Corporate Clients using Team Plan:	Corporations who have agreed to the Terms and other applicable terms and conditions relating to Team-Plan as specified by the Company and have completed the specified application for the use of the Services, and whose usage of the Services has been approved by the Company.
Expert Network:	Company’s expert network services platform.
Experts:	Individuals who provide their knowledge and expertise through participation in the Expert Network. Experts includes the individuals referred to as “Expert” in the services of VisasQ, Inc.
Healthcare Provider:	A person licensed to provide healthcare services directly or indirectly to patients, including but not limited to a physician, nurse, dentist, optometrist, technician, psychologist or lab specialist.
Interview:	A one-on-one Consultation between a Client and an Expert, including but not limited to VisasQ interview. For avoidance of doubt, this does not include Consultation provided through VisasQ lite.
Members:	Experts and VisasQ lite Clients.
Paid Services:	Deferred payment service provided by RACCOON FINANCIAL, Inc.
Personal Information:	Information that identifies, relates to, describes, references, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual.
Proprietary Information:	All information pertaining to the Company, its business or its Clients, VisasQ lite Clients, including but not limited to the following: The identity of Clients; Information about or the subject matter of projects, including but not limited to project vetting questions, invites and invitee lists; Information about any actual or potential business, investment or trading ideas, theses, decisions, or transactions of any Client or VisasQ lite Client; Materials and information provided to Experts by a Client; or Any other nonpublic or proprietary information of the Company, its Clients or VisasQ lite Clients. Proprietary Information shall not include information which (a) is or becomes publicly known without violation of these Terms; (b) Members show, through written records, was rightfully known by you without violation of any restriction; or (c) Members are legally obligated to disclose, provided, however, that prior to any such obligated disclosure, Members shall give the Company reasonable advance notice of such disclosure and shall cooperate with us in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Proprietary Information.
Remuneration:	Financial compensation which Experts receive from Clients, VisasQ lite Clients or the Company for the Consultation.
Service Usage Fees:	Fees the Experts incur to the Company for the use of the Expert Network.
Services:	Expert network services including interviews, surveys, or other services as described in these Terms.
Site:	Website and mobile application operated by the Company, and other related contents provided by the Company.
Survey:	Collection of data through a web-based platform and/or third-party interactions (telephone, in-person, etc.), including but not limited to VisasQ expert survey.
Team Plan:	A service which can be used by Corporate Clients Using Team-Plan and the individuals affiliated with Corporate Clients Using Team-Plan. The Team-Plan service includes permission to share information about Consultations between the registered Team-Plan Members.
Team Plan Member:	Affiliates of Corporate Clients who use the Team-Plan service, who have agreed to the Terms and other applicable terms and conditions relating to Team-Plan as specified by the Company.
Terms:	The Company’s Integrated Expert Terms and Conditions.
VisasQ lite Client:	Individuals or corporations who agree to the Terms and who use VisasQ lite services as a client. For avoidance of doubt, Clients are not included in this definition.
VisasQ lite Client, etc.:	VisasQ lite Client and Team-Plan Member.
Works:	Any work generated, authored, or contributed to by an Expert as part of the Expert’s participation in Consultations.