VisasQ Terms of Use

Users of VisasQ services are responsible for compliance with all applicable laws, rules and regulations.

This English translation is for reference purposes only. If there is any conflict between the Japanese version and the English version, the Japanese version shall prevail.

Chapter 1 - General Provisions

Article 1 Purpose and Application of these Terms

  1. These VisasQ Terms of Use (these "Terms") set out the terms and conditions applicable to Users of all services offered by VisasQ Inc. (or its direct and indirect subsidiaries. "VQ" or the "Company") to Registered Members or Users, including but not limited to, access to the Site (defined in Article 3 of these Terms) or any other services provided through any other means by the Company. (collectively the "Service"; the main contents of which are referred to in Article 7 of these Terms). Users shall fully understand and agree to these Terms when using the Service. By accessing and using the Service, Users are agreeing to be bound by these Terms.
  2. Any other rules, notes, usage guides, announcements, frequently asked questions, etc. posted on the Site, at any time and from time to time, concerning the Service shall constitute a part of these Terms.

Article 2 Amendments to Terms of Use

  1. The Company may amend these Terms from time to time in its sole discretion. If these Terms were to be amended, the Company will post to the Site the fact of such amendment, the details of the amended Terms, and the timing of the effect of such amended Terms. The latest Terms will go into effect on the effective date of the amended Terms.
  2. Use of the Service after any amendments have been posted will constitute User’s agreement to the latest Terms.

Article 3 Definitions

  1. "Site" means website and mobile app operated by the Company, and includes other contents provided by the Company such as other related websites in connection with the Service and messages delivered by the Company.
  2. "Registered Members" are individuals or corporations who have agreed to the terms or agreements specified by the Company and who use the services prescribed in such terms or agreements (including the “Service” prescribed in these Terms).
  3. "Individual Members" are individuals who have agreed to these Terms and have completed membership registration specified for the use of the Service, and whose membership has been approved by the Company.
  4. "Corporate Members" are corporations who have agreed to the terms or agreements specified by the Company and have completed specified application for the use of services prescribed in such terms or agreements, and whose usage of such services has been approved by the Company.
  5. "Users" are any individuals or corporations who use the Service, which includes Registered Members, individuals or corporations who use the Service without membership, and visitors to the Site.
  6. "Requesters" are Individual Members seeking business related information, knowledge, experience or advice (collectively "Knowledge") through the Service.
  7. "Advisors" are Individual Members who provide their Knowledge through the Service.
  8. "Clients" are Corporate Members who have agreed to the General Conditions for Use of Full-Support Services “VQ” and have completed specified application for the purpose of seeking Knowledge through Full-Support Matching, and whose use of such Full-Support Matching has been approved by the Company.
  9. "Knowledge Sharing Transaction" means transaction in which Advisors provide their Knowledge in interviews, conference calls, video conference calls, writing, questionnaires or by any other means, including but not limited to Spot Consultation (includes time-charge Knowledge Sharing Transaction) to Requesters, Corporate Members or the Company who seek Knowledge.
  10. "Matching" means the conclusion of agreement for Knowledge Sharing Transaction prescribed in Article 8 Paragraph 1 of these Terms.
  11. "Self-Matching" is a type of transaction in which Requesters, Team-Plan Corporate Members or Group Management Function Corporate Members and Advisors engage in Matching mainly using the Site, and engage in Knowledge Sharing Transactions.
  12. "Full-Support Matching" is a type of transaction where the Company conducts Matching upon request from the Client via the Service, and the Client and the Advisor engage in Knowledge Sharing Transactions. Team-Plan defined in Paragraph 17 and Group Management Function defined in Paragraph 21 of these Terms are not included in this (Full-Support Matching) transaction type.
  13. "Company-Requested Transaction" is a type of transaction where the Company and the Advisor engage in Knowledge Sharing Transaction upon request from the Company. This transaction type includes the Company’s usage of Self-Matching and Full-Support Matching in the case where the Company seeks Knowledge.
  14. "Remuneration" means financial compensation which Advisors receive from the other party of the Knowledge Sharing Transaction, and includes Advisor Usage Fee defined in the following Paragraph and cancellation fee which the Advisor receives pursuant to these Terms.
  15. "Advisor Usage Fee" means fees which Advisors owe to the Company as financial compensation for the Matching service.
  16. "Service Usage Fee" means fees which Requesters or Corporate Members owe to the Company.
  17. "Team-Plan" is a service which can be used by corporations for the purpose of seeking Knowledge through Self-Matching and those who have completed such service usage application specified by the Company. This service includes permission to share information about the Knowledge Sharing Transactions between the registered Team-Plan Individual Members who seek Knowledge.
  18. "Team-Plan Corporate Members" are Corporate Members who use the Team-Plan service by agreeing to these Terms and Team-Plan Terms of Use.
  19. "Team" is a unit of Team-Plan usage constructed of Team-Plan Individual Members defined in Paragraph 20 of this Article.
  20. "Team-Plan Individual Members" are Individual Members who have been approved to join the Team by the Team-Plan Corporate Member and contacts Advisors as representatives of the Team-Plan Corporate Member in relation to Knowledge Sharing Transactions. The Account Administrator of Team-Plan is a Team-Plan Individual Member who has the authority to conduct internal administrative work for the Team-Plan Corporate Member and the Team. The Account Administrator of Team-Plan also has the authority to approve the Team to engage in Knowledge Sharing Transactions.
  21. "Group Management Function" is a service to be used by corporations when using Self-Matching transaction by agreeing to the Group Management Function Terms of Use. This service includes issuing transaction information for remuneration and Service Usage Fee payment, and allowing Knowledge Sharing Transaction information to be shared between those who have applied to the usage of Group Management Function. The Company’s approval is required to use this Group Management Function and credit card or Paid Settlement Service (defined in Article 9 Paragraph 2 of these Terms) is not available.
  22. "Group Management Function Corporate Members" are Corporate Members who use the Group Management Function by agreeing to the Group Management Function Terms of Use.
  23. "Group" is a unit of service usage constructed of Group Management Function Individual Members defined in Paragraph 24 of this Article.
  24. "Group Management Function Individual Members" are Individual Members, including the Manager of Group Management Function who have been approved to join the Group by the Group Management Function Corporate Member and contacts Advisors as representatives of the Group Management Function Corporate Member in relation to Knowledge Sharing Transactions. The Account Administrator of Group Management Function is a Group Management Function Individual Member who has the authority to conduct internal administrative work for the Group Management Function Corporate Member and the Group. The Account Administrator of Group Management Function also has the authority to approve the Group to engage in Knowledge Sharing Transactions.

Chapter 2 – Membership Registration

Article 4 Membership Registration

  1. Individuals are only permitted to apply for registration to become Individual Members for and on behalf of oneself.
  2. Individual Members must register with their true name. The Company may ask to submit official documents for identification confirmation purpose.
  3. Individual Members must register their latest career information in official names.
  4. Individual Members who apply for membership registration must represent and warrant that all of the following is true.
    1. information provided for membership registration;
    2. have not been found guilty of any crime such as theft or fraud, have not been accused of violating confidentiality duties, fiduciary duties or duty of loyalty, and have not violated the Financial Instruments and Exchange Act; and
    3. is not a minor.
  5. The Company may decline membership registration of Individual Members without notifying the reason if any of the following applies to applicants who apply for membership registration:
    1. if there was violation of these Terms in the past or if membership of the Service has been terminated by the Company in the past;
    2. if there is threatened violation of these Terms;
    3. if false information is used for membership application or if false statement has been proved regarding materials represented and warrantied in Paragraph 4 of this Article;
    4. if the Company otherwise determines that an applicant is not appropriate to be an Individual Member.
  6. Individual Members are solely responsible for the management of IDs and passwords set during membership registration. Under no circumstances shall IDs and passwords be transferred or loaned to any third party. When the ID and the password inputted for logging in to the Site match the registered ID and the password, the Company will consider that the access has been made by the Individual Member himself/herself who has registered the ID.
  7. Individual Members may terminate membership upon completing specified procedure; provided however, such Individual Members cannot terminate membership when they are under the following circumstances. The Company may contact Individual Members who have terminated membership to confirm the status:
    1. if there is any uncompleted Knowledge Sharing Transaction in which an Individual Member is a Requester or an Advisor;
    2. if there is any uncompleted Knowledge Sharing Transaction in which an Individual Member is contacting Advisors as a representative of the Team-Plan Corporate Member in connection with such Knowledge Sharing Transaction; or
    3. if there is any completed Knowledge Sharing Transaction in which an Individual Member is a Requester or an Advisor, and the payment/receiving of Remuneration or other items have not been completed.

Article 5 Changing Registered Information

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

Chapter 3 – Rules Concerning Use of the Service

Article 6 Use of the Service

  1. The Service can only be used by the Registered Member himself/herself.

Article 7 Content of the Service

  1. The Company provides Registered Members and Users with tools and platform for Knowledge Sharing Transactions through the Site and the Service. “Matching Service” means, collectively, the services as described in Article 7 Paragraph 2 Item 1, 2 and 6, and Article 7 Paragraph 3 Item 2, 3, 4 and 8.
  2. Below are the main contents of the Service provided by the Company to the Requesters, Team-Plan Corporate Members and Groups Management Function Corporate Members:
    1. provide tools to select and engage in Matching with Advisors;
    2. provide tools to conduct Knowledge Sharing Transactions, if necessary;
    3. provide optional paid-services;
    4. remuneration payment to Advisors entrusted on behalf of Requesters, Team-Plan Corporate Members and Group Management Function Corporate Members;
    5. Advance payment of Remuneration to Advisors on behalf of Requesters, Team-Plan Corporate Members or Groups Management Function Corporate Members; and
    6. any other services necessary for Requesters, Team-Plan Corporate Members and Group Management Function Corporate Members to conduct Knowledge Sharing Transactions.
  3. Below are the main contents of the Service provided by the Company to the Advisors.
    1. provide Advisors with opportunities to register information to the Company’s database, and manage its database which includes such registration information and other information;
    2. provide tools to match with Requesters, Corporate Members or the Company;
    3. provide Advisors with opportunities to share Knowledge;
    4. conduct trainings necessary for Knowledge sharing to Advisors such as those on compliance with laws and regulations;
    5. provide tools to conduct Knowledge Sharing Transactions, as needed;
    6. receive Remuneration on behalf of Advisors;
    7. Advance payment of Remuneration to Advisors on behalf of Requesters or Corporate Members; and
    8. any other services necessary for Advisors to conduct Knowledge Sharing Transactions.
  4. Registered Members may post information necessary for matching on the Site to access the Service. The Company may delete any contents without notifying the Registered Member who posted the contents or otherwise take any other necessary measures against the Registered Member such as limitation of use of Service, if the contents posted by the Registered Member are deemed by the Company to correspond to any of the following:
    1. if posted contents violate laws and regulations or other public orders and morals;
    2. if posted contents violate or threatens to violate these Terms;
    3. if the Company deems that the posted contents do not accord with the Service’s operating policy; or
    4. if posted contents are otherwise deemed inappropriate by the Company.
  5. Advisors must agree to the followings as premises for conducting Knowledge Sharing Transaction.
    1. carefully read Advisor training materials the Company posts on the Site at least once a year; and
    2. Advisor career/job history information registered to the Site and Advisor profile information which is reasonably accessible to the public may be provided from the Company to Clients.
  6. Registered Members who use any other optional paid-services provided by the Company have the obligation to pay the Company the amount prescribed as fees for such optional paid-services. Registered Members may use such optional paid-services once the Company has verified the payment for such optional paid-services or once the Company is able to confirm orders for optional paid-services using means specified separately by the Company.
  7. (This Paragraph is intentionally omitted: Not applicable to Advisors who conduct Full-Support Matching Knowledge Sharing Transaction.)
  8. (This Paragraph is intentionally omitted: Not applicable to Advisors who conduct Full-Support Matching Knowledge Sharing Transaction.)
  9. (This Paragraph is intentionally omitted: Not applicable to Advisors who conduct Full-Support Matching Knowledge Sharing Transaction.)

Article 8 Knowledge Sharing Transaction

  1. Agreement to engage in Knowledge Sharing Transactions as indicated on the project request pages or via other methods shall be concluded between the Requester, Corporate Members or the Company and the Advisor when the Advisor agrees to the content of the transaction including the content of Knowledge to be shared by the Advisor, the method of Knowledge sharing, Remuneration amount and the date and time of the transaction via method specified by the Company such as entering information to the project request pages on the Site by Requesters, Corporate Members or the Company.
  2. Remuneration amount indicated in the previous Paragraph is financial compensation for Knowledge Sharing Transactions and in principal, there is no financial compensation for Advisors’ preparation time, transportation time or standby wait time in connection to Knowledge Sharing Transactions. Such Remuneration amount does not include miscellaneous expenses such as transportation fee and telephone call fee in relation to Knowledge Sharing Transactions; provided, however, the above shall not apply if there is separate agreement between the Requesters, Corporate Members or the Company.
  3. If a Knowledge Sharing Transaction time is to be extended than the agreed time, mutual agreement between the Requester or the Corporate Member and the Advisor is required. Remuneration amount for such extended time shall be determined upon mutual agreement between the Requester or the Corporate Member and the Advisor, and if any payment is agreed as a result, the Requester or the Corporate Member shall promptly pay such amount via the Site or the Company.
  4. Individual Members shall engage in Knowledge Sharing Transactions after disclosing their true name and career information to the other party of the Knowledge Sharing Transaction via specified method. Team-Plan Corporate Members or Group Management Function Corporate Members shall engage in Knowledge Sharing Transactions after disclosing names of Team-Plan Individual Members or Group Management Function Individual Members who is contacting as representatives of their corporations, and names of Team-Plan Corporate Members or Group Management Function Corporate Members to the other party of the Knowledge Sharing Transaction via specified method.
  5. If there is any conflict between the agreement based on Paragraph 1 of this Article and these Terms, these Terms shall prevail.

Article 9 Requester Settlement Method

  1. Except when otherwise specified by the Company, Requesters shall pay Advisor Remuneration or advance payment based on entrustment agreement for advance payment prescribed in Article 13 of these Terms and the Company Service Usage Fee to the Company using the credit card settlement service provided by Stripe or PayPal’s settlement service. Upon completion of payment of Remuneration from the Requester to the Company, the Requester’s payment obligation to the Advisor will extinguish.
  2. Except when otherwise specified by the Company, Team-Plan Corporate Members shall pay Advisor Remuneration or advance payment based on entrustment agreement for advance payment prescribed in Article 13 of these Terms and the Company Service Usage Fee to the Company using the credit card settlement service provided by Stripe or settlement service provided by Raccoon Financial, Inc. (“Paid Settlement Service”). Upon completion of payment of Remuneration from the Team-Plan Corporate Member to the Company, Team-Plan Corporate Member’s payment obligation to the Advisor will extinguish.
  3. The above Paragraphs will also apply mutatis mutandis to cases where Requesters or Corporate Members pay cancellation fees. Upon completion of payment of Remuneration from the Requester or the Corporate Member to the Company, the Requester’s or Corporate Member’s payment obligation to the Advisor will extinguish.

Article 10 Paid Settlement Service

(This Article is intentionally omitted: Not applicable to Advisors who conduct Full-Support Matching Knowledge Sharing Transaction.)

Article 11 Refunds After Completion of Knowledge Sharing Transaction

  1. Refund requests shall be made within one (1) week from the completion date of the Knowledge Sharing Transaction, and Requesters or Corporate Members may apply for refunds to the Company during this period. The Company will determine whether there is sufficient reason to accept the requested refunds. Advisors shall agree to the refunds of Remuneration and Service Usage Fees to the Requesters or Corporate Members if the Company determines there is sufficient reason to accept the refunds. In this case, the Company shall not charge Advisors for usage fees. If Advisors do not respond to contact from the Company within one (1) week, the Company will deem that there is sufficient reason to accept the refunds and may refund Remuneration and Service Usage Fees to the Requesters or Corporate Members without confirmation and consent from the Advisors.
  2. Notwithstanding the provision of the preceding Paragraph, the Company will not accept refunds even if Requesters or Corporate Members request refunds after Knowledge Sharing Transactions if the Company determines that any of the following applies:
    1. transactions that fall under prohibited matters in Article 31 of these Terms;
    2. transactions which no consent is obtained from the Advisors nor prior notification is made under Article 19 of these Terms for third party participation in Knowledge Sharing Transactions;
    3. transactions intended for sales activity to Advisors;
    4. transactions intended for introduction of other Advisors or business partners;
    5. transactions which current employment information is suppressed intentionally, and Advisors are unable to determine conflict of interest such as competitiveness in advance;
    6. Advisors are requested to provide different contents during Knowledge Sharing Transactions than what has been agreed with the Advisors in advance and was unable to provide Knowledge for to such reason;
    7. Remuneration refunds for the time period which no transaction was conducted in the case where the transaction ended shorter than the time period agreed prior to such transaction;
    8. any other acts or transactions deemed inappropriate by the Company.
  3. In the case where the Company receives a refund request after the completion of Knowledge Sharing Transaction from the Requester or the Corporate Member, the Company may act in accordance with Paragraph 1 of this Article, or in the case where the Company determines that it is appropriate to accept the refund for reasons attributable to the Company or any other reason, amount equivalent to the remuneration amount prescribed in Article 12 paragraph 2 of these Terms will be paid to the Advisor and may refund the Requester or the Corporate Member an amount no greater than the settlement amount made by the Requester or the Corporate Member.

Article 12 Receiving of Remuneration

  1. Advisors agree to entrust receiving of Remuneration to the Company.
  2. The Company shall deliver to Advisor Remuneration paid by the Requesters or Corporate Members for the Advisors based on the entrustment specified in the previous Paragraph. The remuneration to be paid (“Remuneration Payment Amount”) is the amount after deduction of usage fees which shall be paid to the Company from the Advisors.
  3. Advisors shall report the Company promptly after completion of Knowledge Sharing Transactions using method specified by the Company to receive Remuneration Payment Amount. The Remuneration Payment Amount shall be delivered with the method selected by Advisors from the available settlement methods indicated by the Company on the last day of the following month after the reporting of the completion of Knowledge Sharing Transactions (or the following working day if the said last day of the following month is a financial institution holiday in Japan). For the avoidance of doubt, remuneration payment is interest free. Notwithstanding the foregoing, in the case where Remuneration is refunded to Requesters or the Corporate Members under the provisions in these Terms, or in the case where Advisors have not conducted Knowledge Sharing Transaction, Advisors shall agree that completion report of Knowledge Sharing Transaction may be cancelled by the Company.
  4. The provision in the previous Paragraph applies mutatis mutandis, and in accordance with these Terms, Advisors shall report the completion of Knowledge Sharing Transactions to the Company also for cases where the Advisors is entitled to receive cancellation fees.
  5. The Company will bear transfer fees for payments to financial institutions within Japan for remuneration to Advisors; provided, however, Advisors are responsible for the actual re-transfer fee per transfer from the second and subsequent transfers, if re-transfer is caused by incorrect bank account information registered by Advisors or otherwise attributable to Advisor. Such re-transfer fees are paid to the Company by deducting the re-transfer fees from the Remuneration Payment Amount. If Advisors wish the remuneration to be sent to a bank account outside of Japan, Advisors are responsible for all fees related to remuneration transfer from the first transfer.
  6. Advisors’ right to receive payments prescribed in Paragraph 3 and Paragraph 4 of this Article will be ineffective and Advisors will not be entitled to exercise the right, and Remuneration Payment Amount will not be delivered from the Company to the Advisors if:
    1. the Advisor does not report the completion of a Knowledge Sharing Transaction as set out in Paragraph 3 or Paragraph 4 of this Article or if the Advisor explicitly states that such completion will not be reported within a year after the completion date or the scheduled date of the Knowledge Sharing Transaction despite notices sent by the Company;
    2. the Advisor does not select method of receiving remuneration as set out in Paragraph 3 or Paragraph 4 of this Article or if the Advisor explicitly states that such Remuneration receiving method will not be selected within a year after the completion date or the scheduled date of a Knowledge Sharing Transaction despite notices sent by the Company;
    3. the Advisor selects bank transfer as method of receiving remuneration but does not notify valid bank account or if the Advisor explicitly states that such valid bank account will not be specified within a year after the completion date or the scheduled date of a Knowledge Sharing Transaction despite notices sent by the Company; or
    4. the Advisor does not submit necessary documents such as identity verification documents to the Company within a year after the completion date or the scheduled completion date of a Knowledge Sharing Transaction despite the Company’s request to submit necessary documents.

Article 13 Entrustment Agreement for Advance Payment

  1. In the case where the actual payment timing of amount equivalent to Advisor Remuneration from the Corporate Member to the Company (which receives such Remuneration on behalf of the Advisor) is later than the timing the Company is scheduled to deliver the amount equivalent to such Advisor Remuneration (“Deferred Payment”) to the Advisor, the Corporate Member shall entrust advance payment of the amount equivalent to Advisor Remuneration to the Company.
  2. If an individual payment of the amount equivalent to Advisor Remuneration is a Deferred Payment, entrustment for advance payment for such individual payment shall be concluded between the Company and the Corporate Member without any indication of intent. In this case, this Article shall take precedence over other provisions of these Terms.
  3. Upon completion of advance payment of Remuneration from the Company to the Advisor based on the entrustment agreement for advance payment specified in the previous Paragraph, the Corporate Member’s payment obligation to the Advisor will be extinguished, and at the same time the Corporate Member shall bear the obligation to pay the amount equivalent to the advance payment to the Company.
  4. Notwithstanding the provisions of Article 12 Paragraph 2 of these Terms, when the Company makes advance payment of Remuneration based on the entrustment agreement for advance payment specified in Paragraph 2 of this Article, the Company will deliver the Advisor the amount of money calculated by deducting usage fees which the Advisor owes to the Company from the amount equivalent to the Advisor Remuneration which is paid advance by the Company.
  5. Each Provision in the preceding Paragraphs shall apply mutatis mutandis in the case where the actual payment timing of cancellation fee from the Corporate Member to the Company (which receives such cancellation fee on behalf of the Advisor) is later than the timing the Company is scheduled to deliver the amount equivalent to such cancellation fee.
  6. In the case where the Company makes advance payment of Remuneration based on the entrustment agreement for advance payment specified in Paragraph 2 of this Article, “Remuneration Payment Amount” means the amount specified in Paragraph 4 of this Article.

Article 14 Tax

  1. Registered Members are responsible for paying or reporting any applicable taxes in accordance with Japanese tax law and any other applicable tax law.
  2. If Self-Matching transactions are subject to withholding tax for Requesters, Team-Plan Corporate Members or Group Management Function Corporate Members, Requesters, Team-Plan Corporate Members or Group Management Function Corporate Members shall indicate the Remuneration after deduction of withholding tax on the Site, and notify Advisors of such withholding tax. Requesters, Team-Plan Corporate Members or Group Management Function Corporate Members shall pay the Company the amount after the deduction of withholding tax they have indicated and shall agree to comply with its duties such as any withholding tax payment and delivery of the certificate of the withholding tax payment.
  3. If Full-Support Matching transactions subject to withholding tax for the Company is requested to Advisors, the Company shall indicate the Remuneration Payment Amount after deduction of withholding tax, and the Company shall notify Advisors of such deduction of withholding tax.
  4. If Advisors agree to engage in any transactions subject to withholding tax, Advisors shall agree to provide necessary information such as their names, addresses, and identification numbers (including "my-number" in Japan) upon request by Requesters, Team-Plan Corporate Members, Group Management Function Corporate Members or the Company.
  5. Advisors engaged in services and professions whose remuneration is subject to withholding tax (including but not limited to, certain types of personal services such as attorneys, certified public accountants, and judicial scriveners) shall inform Requesters, Team-Plan Corporate Members or Group Management Function Corporate Members in the case of Self-Matching transactions, or the Company in the case of Full-Support Matching type prior to matching.
  6. Of the following financial compensation subject to consumption tax under these Terms, consumption tax is included in financial compensation paid by Requesters, Team-Plan Corporate Members or Advisors, and consumption tax is not included in financial compensation paid by Group Management Function Corporate Members.
    1. Advisor Remuneration paid to the Company prescribed in Article 3 Paragraph 14 of these Terms.
    2. Cancellation fee prescribed in Article 20, 23 and 25 of these Terms.
    3. Fees for optional paid-services provided by the Company prescribed in Article 7 Paragraph 6 of these Terms.
    4. Advisor Usage Fee prescribed in Article 3 Paragraph 15 of these Terms.
    5. Service Usage Fee prescribed in Article 3 Paragraph 16 of these Terms.

Article 15 Receiving No Remuneration

  1. Before or after the execution of Knowledge Sharing Transaction, Advisors may choose the Provision of Services with no Remuneration. The ”Provision of Services with no Remuneration” means that upon notification from the Advisor to the Company that the Advisor will not receive the Remuneration via method specified by the Company on the Site or other methods, such amount equivalent to the Remuneration for Advisors will be treated as Service Usage Fee which the Requesters or Corporate Members shall pay to the Company retrospectively as of the time when the Knowledge Sharing Transaction agreement is concluded.
  2. Advisors who choose the Provision of Services with no Remuneration set forth in the previous Paragraph shall notify the Company that he/she will not receive any remuneration via method specified by the Company on the Site.
  3. If Advisors wish to make the notification specified in the previous Paragraph after the completion of Knowledge Sharing Transaction, he/she shall make such notification when reporting the completion of the Knowledge Sharing Transaction to the Company as specified in Article 12 Paragraph 3 of these Terms.
  4. If Advisors choose the Provision of Services with no Remuneration based on Paragraph 2 and 3, such amount equivalent to the Remuneration will be treated as Service Usage Fee which Requesters or Corporate Members shall pay to the Company retrospectively as of the time when the Knowledge Sharing Transaction agreement is concluded.
  5. Requesters or Corporate Members shall agree that the amount equivalent to the Remuneration for the Advisors will be treated as Service Usage Fee which Requesters or Clients shall pay to the Company if the Advisors choose the Provision of Services with no Remuneration.
  6. The Company may freely dispose of Service Usage Fee received from Requesters or Corporate Members based on the previous Paragraph at its sole discretion, including donations to non-profit corporations.
  7. The Company may disclose information relating to donations prescribed in the previous Paragraph, including donation recipient information.
  8. Advisors may not make inquiries to the Company about the donation status of Service Usage fee to non-profit corporations.

Chapter 4 – Self-Matching Knowledge Sharing Transactions

(This Chapter is intentionally omitted: Not applicable to Advisors who conduct Full-Support Matching Knowledge Sharing Transaction.)

Article 16 Completion of Matching Service

Article 17 Remuneration and Service Usage Fee

Article 18 Advisor Usage Fee

Article 19 Participation of Third Parties

Article 20 Cancellation and Changing Dates

Chapter 5 – Full-Support Matching Knowledge Sharing Transaction through Interviews

Article 21 Completion of Matching Service

  1. The Company shall explicitly indicate that the Knowledge Sharing Transaction is a Full-Support Matching conducted through interviews including face to face meetings and phone call meetings, and propose the project details and Remuneration Payment Amount to Advisors. If the Advisor agrees to the proposed Knowledge Sharing Transaction, the Transaction shall deem to be reserved when the Company notifies the Advisor of the date and time of such Knowledge Sharing Transaction agreed by both Advisors and Clients. The matching service provided by the Company to the Registered Members shall be deemed to be completed when the Knowledge Sharing Transaction begins.

Article 22 Participation of Client Related Persons

  1. Advisors shall agree that persons related to Clients may participate in Full-Support Matching Knowledge Sharing Transaction interviews without prior consent from Advisors (Only related persons who have agreed to the duty of confidentiality to an extent not less stringent than the duty of confidentiality Clients have agreed to with the Company and who have been given prior notice to the Company of such participation may participate).

Article 23 Cancellation

  1. If Clients wish to cancel a scheduled Full-Support Matching Knowledge Sharing Transaction interview, Advisors shall be notified of the cancellation via the Site from the Company. In such case, excluding cases where the Company determines there is sufficient reason such as cancellation due to force majeure or natural disasters, the Company shall pay Advisors the cancellation fees as follows on behalf of Clients with method selected by Advisors:
    1. Cancellation fee up until 2 days prior to the scheduled Knowledge Sharing Transaction date (JST): JPY 0;
    2. cancellation fee on the day before the scheduled Knowledge Sharing Transaction date (JST): 50% of agreed Remuneration Payment Amount; and
    3. cancellation fee on the scheduled Knowledge Sharing Transaction date (JST): 100% of agreed Remuneration Payment Amount.
  2. If Advisors wish to cancel a scheduled Knowledge Sharing Transaction, Advisors shall notify of the cancellation via the Site to the Company. In such case, there will be no cancellation fee for the Advisors including cancellation due to force majeure or natural disasters, and Advisors will not receive any Remuneration.

Chapter 6 – Full-Support Knowledge Sharing Transaction through Surveys (Paid Questionnaires)

Article 24 Completion of Matching Service

  1. The Company shall explicitly indicate that the Knowledge Sharing Transaction is a Full-Support Matching conducted through surveys (paid questionnaire) and propose the project details and full Remuneration Payment Amount. Knowledge Sharing Transaction agreement shall be concluded between the Advisor and the Client when such project detail information is indicated to the Advisor and the Advisor completes submitting the answers to the paid questionnaire using method specified by the Company within the due date. Advisors shall report the completion via the Site after submitting the answers to the paid questionnaire. The matching service provided by the Company shall be deemed to be completed once the Company validates the answers in accordance with the proviso of this Paragraph on behalf of Clients after receiving the report from the Advisors, and sends the valid answers to Clients on behalf of Advisors (including electronic method); provided however that if Advisor does not fully answer the paid questionnaire, if Advisor fails to answer the paid questionnaire within the due date, if Advisor does not have experiences qualified as answerer, if the Company determines that the answers are evidently incorrect or inappropriate or otherwise if it is deemed that Advisor fails to perform consistent with the purpose of its obligation, the Advisor may not be entitled to receive a part or all of the proposed Remuneration Payment Amount.

Article 25 Cancellation

  1. In the case where Knowledge Sharing Transactions are conducted as Full-Support Matching surveys (paid questionnaire), and the Advisors completes sending the answers to the Company and such answers are determined to be valid by the Company, Clients shall agree that they may bear the cancellation fee specified by the Company if the Clients notify the Company to cancel of the survey indefinitely due to Client circumstances, and the Company may deliver such cancellation fee to the Advisors.

Chapter 7 – Company-Requested Knowledge Sharing Transaction

Article 26 Terms applicable for Company-Requested Knowledge Sharing Transaction

  1. The Company shall notify the Advisor in advance of the type of transaction (whether it is a Self-Matching or Full-Support Matching) when requesting Knowledge Sharing Transactions through interviews to the Advisors. Corresponding provisions in these Terms shall apply mutatis mutandis for each Knowledge Sharing Transaction type.
  2. The provisions for Full-Support Matching Knowledge Sharing Transaction through surveys shall apply mutatis mutandis for Knowledge Sharing Transactions through surveys (paid questionnaire) requested by the Company to the Advisors.

Chapter 8 – Other Types/Formats of Knowledge Sharing Transactions

Article 27 Agreement on the Terms and Conditions and Conduct of Knowledge Sharing Transactions

  1. There may be cases where Requesters, Corporate Members or the Company requests Advisors for other types/formats of Knowledge Sharing Transactions that is not specified in these Terms. The Company shall provide the Service which includes proposal and agreement on various conditions such as the content of the Knowledge Sharing Transaction, Remuneration Payment Amount and cancellation policy. Advisors shall conduct such Knowledge Sharing Transaction in accordance with the agreed conditions.

Chapter 9 – General Rules of the Service

Article 28 Personal Information and Exchange of Messages

  1. Personal information will be protected in accordance with the Company’s Personal Information Protection Policy.
  2. Exchange of messages in connection to the Service is accessible to the parties exchanging messages and the Company. The Company may check from time to time to ensure that inappropriate messages are not being exchanged between the parties.

Article 29 Duty of Confidentiality and Compliance Rules

  1. Advisors shall keep all information obtained from Requesters, Corporate Members, or the Company in connection with use of the Service before matching and Knowledge Sharing Transactions as confidential and shall not disclose or leak such confidential information to third parties without prior written consent (including electronic method) from the disclosing party. The duty of confidentiality set out in this Paragraph shall remain in effect until such confidential information becomes publicly known and made generally available to the public including after Advisors’ termination of membership. Advisors shall be deemed to have agreed to the Requesters’ and Corporate Members’ handling of information obtained through Knowledge Sharing Transactions in accordance with Paragraph 5 and 6 of this Article.
  2. Advisors agree that they will act sincerely and faithfully in accordance with these Terms and any applicable laws and regulations when participating in Knowledge Sharing Transactions. Advisors shall not provide any confidential information, including but not limited to, the below to Requesters or Corporate Members:
    1. any information which Advisors have duty of confidentiality to third parties;
    2. trade secrets of current or past employers, companies which Advisors have consulted in the past, or any other third parties;
    3. undisclosed information, including but not limited to, performance, strategies, work procedures, operations or products of companies or any other organizations for which Advisors currently work or of which Advisors take offices as directors; or
    4. information prohibited from disclosing under laws and regulations.
  3. Advisors shall decline Knowledge Sharing Transactions that applies to the following. In the case of Full-Support Matching Knowledge Sharing Transaction where Clients do not disclose their company names to the Advisors and the Advisors have accepted such circumstance for the scheduled Knowledge Sharing Transaction, the Company may confirm on behalf of the Advisors or together with the Advisors that the following does not apply based on Advisor information registered to the Site and Advisor profile information which is reasonably accessible to the public. If an Advisor may fall under or did fall under in the past to any of the following, he/she shall take appropriate actions such as notifying the Company or the Client of such information, and take necessary and sufficient measures to avoid falling under any of the following:
    1. Knowledge Sharing Transaction for Requesters or Corporate Members directly competing with companies or any other organizations for which Advisors currently work or of which Advisors take offices as directors;
    2. if an Advisor is an auditor or a former auditor, Knowledge Sharing Transaction in connection with companies which the Advisor or the Advisor’s employer is currently auditing, or Knowledge Sharing Transaction in connection with any other organizations which the Advisor or the Advisor’s employer has audited within the past three years;
    3. if an Advisor is an attorney, a judicial scrivener or an administrative scrivener, any cases and projects to which is not allowed to be introduced by third parties;
    4. any advice on investment such as securities; or
    5. any Knowledge Sharing Transaction that may violate internal rules of the Advisor’s employer.
  4. If Advisors are requested to provide information prescribed in Paragraph 2 of this Article or Knowledge Sharing Transactions prescribed in Paragraph 3 of this Article by Requesters or Corporate Members, Advisors shall cancel such Knowledge Sharing Transactions and report to the Company.
  5. Requesters and Corporate Members shall keep all Advisor personal and personal identifiable information (“Advisor Information”) obtained in connection with the Service as confidential and shall not disclose or leak such Advisor Information to a third party without prior written consent from Advisors; provided, however, for Full-Support Matching Knowledge Sharing Transactions, the Client may share such information with a third party without prior consent from the Advisors in the case where the Client imposes the confidentiality duty to the Company and the Advisors and ensures compliance of the prohibited matters prescribed in these Terms to the third party who the Client discloses such information, and is jointly and severally liable for the breach of these obligations, or in cases where such third party has agreed separately to an agreement prescribed separately by the Company. If a Corporate Member is a Team-Plan Corporate Member or a Group Management Function Corporate Member, third party in this Paragraph means corporations or individuals other than such Team-Plan Corporate Member or a Group Management Function Corporate Member and individuals who are employees of such Team-Plan Corporate Member or a Group Management Function Corporate Member are not included.
  6. Requesters and Corporate Members may disclose information provided by Advisors in connection with the Service (“Advisor Knowledge-based Information” which does not include “Advisor Information”) to specific third parties to the extent necessary, unless otherwise explicitly indicated by the Advisors to be treated confidential. Requesters and Corporate Members are prohibited from providing Advisor Knowledge-based Information to unspecified general public using methods such as, but not limited to, social media and web pages (e.g. SNS) which information may be shared with unspecified general public for any purpose without prior written (including electronic method) consent from individual Advisors.
  7. Requesters and Corporate Members shall not request information prescribed in Paragraph 2 of this Article or Knowledge Sharing Transaction prescribed in Paragraph 3 of this Article to Advisors.
  8. Some Clients may allow certain personnel in charge of Client’s compliance to participate in conference calls interviews with or without notifying the Advisor in accordance with their internal compliance rules. Advisors shall agree that Knowledge Sharing Transactions may be monitored for Client’s compliance purposes.
  9. Requesters and Corporate Members shall understand that if an Advisor is hired by a company or other third party (“Employer”), in principle, such Employer is not responsible and will not guarantee or give any warranty regarding any action taken by the Advisor, and shall agree to the followings.
    1. Knowledge provided by the Advisor and Advisor’s activities in the course of the Service are individual insights and do not represent his/her Employer.
    2. The Employer is not responsible for any damage or claims that arise from Knowledge Sharing Transactions. Requesters and Corporate Members shall not make any claims or requirements to the Employer.
    3. The Employer will not verify, guarantee or give any warranty regarding accuracy, legality, usefulness or appropriateness of actions taken by the Advisor or deliverables created by the Advisor and is not responsible for any content defect. Requesters and Corporate Members shall not request the Employer to verify or guarantee accuracy, legality or appropriateness of information created and delivered by the Advisor.

Article 30 Exclusion of Antisocial Forces

  1. Registered Members represent and warrant the following matters to the Company:
    1. there are no members of antisocial forces such as organized crime groups, companies closely related to an organized crime group, or corporate racketeers, etc. (hereinafter referred to as “Antisocial Forces”) among their officers and employees;
    2. members of Antisocial Forces are not substantially involved in their management;
    3. there are no Antisocial Forces (including parties substantially involved in Antisocial Forces) among business partners;
    4. they are not cooperating or involved in maintaining and operating Antisocial Forces such as providing funds or providing favors, etc. to Antisocial Forces;
    5. their officers do not have relations with Antisocial Forces that are socially reprehensible.
  2. Registered Members guarantee the Company that they shall not engage in acts corresponding to any of the following items themselves or using a third party:
    1. threatening language or acts of violence;
    2. unjust requests exceeding legal obligations;
    3. acts which damage the Company’s credibility by spreading false information or using fraudulent means;
    4. acts that interfere with the other party’s work;
    5. other acts similar to each of the preceding items.
  3. The Company may cancel uncompleted Services without warning the Registered Member in advance if the Registered Member has violated the preceding 2 paragraphs.
  4. The Company shall not assume indemnity liability for damage incurred to the Registered Member if uncompleted Services are cancelled pursuant to the preceding paragraph.

Article 31 Prohibited Matters

  1. Users shall not engage in any of the following acts:
    1. acts that infringe Registered Members’ or any other third parties’ rights:
      1. acts that infringe the rights of third parties regardless of whether they are individuals or corporations (property rights, intellectual property rights, copyrights, privacy rights, name rights, portrait rights, or reputations.);
      2. acts that violate the duty of confidentiality such as leaking trade secrets, etc. (including without limitation, material non-public information that has the potential to affect stock prices, or clinical examination trial information.);
      3. acts that violate the internal regulations of Employers or any other organizations Users are affiliated to.
    2. acts that violate service operations:
      1. acts that register, post, or display false information;
      2. acts of intended unlawful usage of membership accounts such as registering multiple accounts or allowing third parties to use one’s account;
      3. acts that transfer the right to participate in Knowledge Sharing Transactions engaged through the Services to third parties without obtaining prior written consent from the Company;
      4. acts that provide Knowledge Sharing Transactions to Requesters and Clients whom the Company has introduced, without paying fees to the Company;
      5. acts that avoid payment of fees to the Company such as contacting Advisors outside of the Site on whom the User has received information such as their business experience and skills through the Service, entering into an agreement that eliminates the Company, or acts that avoid use of payment systems provided by the Company. Notwithstanding the foregoing, the above shall not apply to cases where referral fee (excluding tax, and payment due date is on the last day of the following month in which the agreement is concluded with the Advisor) is paid to the Company as follows:
        1. Self-Matching Knowledge Sharing Transactions

          Requesters, Team-Plan Corporate Members or Group Management Function Corporate Members and Advisors may directly enter into contracts such as consulting agreements and outsourcing contracts with written (may include emails) prior consent from the Company, and upon payment of referral fee (15% of the total contract amount with the other party) by the Requesters, Team-Plan Corporate Members or Group Management Function Corporate Members to the Company with procedures specified by the Company. In the case where the Requesters, Team-Plan Corporate Members or Group Management Function Corporate Members agree to employment contracts with the Advisors, referral fee shall be paid to the Company with procedures specified by the Company in accordance with the personnel referral agreement handled by the Company’s employment placement business.
        2. Full-Support Matching Knowledge Sharing Transactions

          similar arrangements are possible by agreeing to a contract which sets out the terms including referral fees through the Company.
        3. acts that violate the internal regulations of Employers or any other organizations Users are affiliated to.
        For any transaction type, in principle, the acts specified in the Paragraph (5). are prohibited for a period of one (1) year from the completion date of the last Knowledge Sharing Transaction between the concerned Requester or Corporate Member and the Advisor (provided however, if no Knowledge Sharing Transaction has been completed, the date the Company determines as reasonable as to when such Requester or the Corporate Member recognized the Advisor’s experiences, skills and etc). Requesters or Corporate Members and Advisors are jointly and severally liable for the breach of this prohibited matter.
      6. acts that intentionally provide false answers or dishonest responses to any question;
    3. acts that hinder the Company’s business:
      1. acts that hinder the Company from conducting business as it normally would, such as engaging in acts that affect the Company’s system, including but not limited to, sending viruses or making unauthorized access to the Site;
      2. acts that otherwise hinder the Service and the Company’s service operations or damage the Company’s reputation;
    4. Use of the Service that in not in accordance with its original purpose:
      1. acts that promote or provide political or religious ideas (except when the Company has given prior permission);
      2. engaging in any form of multi-level marketing businesses or pyramid scheme businesses and engagement in soliciting such business, product sales, marriage partner introductions, online dating services, or any other soliciting act that the company determines to be inappropriate use of the Service;
      3. acts that violate rules and regulations relating to illegal solicitation under Act on Regulation on Soliciting Children by Using Opposite Sex Introducing Service on Internet;
      4. acts that lead Users to affiliate websites such as posting links on the Site that is not in accordance with the purpose of the Site; or
      5. acts corresponding to corruption offenses prescribed in the Penal Code in Japan, acts involving the giving and receiving of unlawful money or goods for the purpose of facilitating the acquisition or maintenance of business that is prescribed in corruption and bribery prevention laws established by other countries (such as the US Foreign Corrupt Practices Act or the UK Bribery Act), or acts involving the provision of money or goods that affect judgments or decisions by government officials acting in a public position.
    5. acts that copy, alter, edit, delete, combine with other programs, reverse engineer, disassemble, decompile, or create mirror sites of the Service in whole or in part.
    6. acts that lead to obtaining information relating to the Service by accessing to the Service by scraping, crawling (crawler, robot, and spider, etc. programs) or other similar means.
    7. acts that violate or are likely to violate laws and regulations or public order and morals; or.
    8. any other acts deemed inappropriate by the Company.

Article 32 Limitation of Use and Termination of Membership Registration

  1. The Company may temporarily limit the use of the Service, delete all or part of the registered information and messages exchanged between Users or terminate membership and prohibit the use of the Services, without notifying the Registered Member if the Registered Member is deemed to correspond to any of the following:
    1. Registered Members who have violated these Terms (including breach of representations and warranties);
    2. Registered Members whose registration was previously deleted, or whose usage of the Services has been denied by the Company;
    3. Registered Members who do not respond to requests for any improvements, etc. from the Company;
    4. Registered Members who do not respond to contact from the Company to their registered information for a reasonable period;
    5. Registered Members who the Company otherwise determines not suitable for the Service.

Article 33 Suspension or Termination of the Services

  1. The Company may interrupt, suspend or terminate the Service without notifying Registered Members and Users in advance under the following circumstances:
    1. system maintenance relating to the Service;
    2. if the Company is unable to provide the Service due to force majeure such as power outages, disasters or natural disasters; or
    3. if otherwise deemed necessary by the Company.
  2. The Company may change the content of the Service or terminate the Service without notifying the Users in advance.

Article 34 Limitation of Liability

  1. Registered Members are responsible for the accuracy of membership registration information or any other posted information in connection with the Service. The Company does not make any guarantees or give any warranty regarding accuracy, legality, or appropriateness of information provided by the Registered Members. Users are solely responsible for the use of the Service.
  2. The Company does not make any guarantees or give any warranty that there is no infringement of third Party’s rights and illegality of the Knowledge Sharing Transactions by the Advisors. The Company is not liable for any loss or damage incurred by Registered Members that arise from Knowledge Sharing Transactions by the Advisors except as due to the Company’s acts which constitute tort or breach of contract.
  3. The Company does not make any guarantees or give any warranty to Users regarding individual content or the quality of the Service, or the Advisor skills and qualifications, or whether the Advisors possess required information.
  4. The Company may check the career backgrounds and qualifications of Advisors which is introduced in seminars, blogs, and other media, but the Company does not make any guarantees or give any warranty to Users on such information.
  5. The Company will operate the Service in good faith and professional manner, but does not guarantee or give any warranty that the Service is free of any detrimental effects such as computer viruses.

Article 35 Disclaimer and Indemnification

  1. The Company is not responsible or liable to any loss or damage that arises from the following which Users experience from using the Service except as due to the Company’s acts which constitute tort or breach of contract:
    1. any trouble that arise in connection with the Service between Registered Members or between Registered Members or Users and third parties;
    2. if quality of services or information obtained through the Service do not meet Users’ expectations;
    3. any trouble that arises in association with use of websites other than the Company’s website linked to from the Site;
    4. loss of any data, including but not limited to, Service registration information or contents exchanged in connection with the Service;
    5. any trouble that arises from unlawful access to the Site or the Company’s system, or computer viruses;
    6. any trouble that arises 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;
    7. termination, suspension or interruption of the Service; or
    8. any damage or loss to Users that arise as a result of limitation or termination of the use of the Service in accordance to these Terms.
  2. The Company shall be liable for loss or damage to Users if damage incurred by the User arise from or in connection with the Company’s acts which constitute tort or breach of contracts. The Company’s liability under these Terms will in no event exceed the amount of loss or damage which is directly suffered by the User and would ordinarily arise from the Company’s acts which constitute tort or breach of contract except for those due to the Company’s gross negligence or willful misconduct.

Article 36 Intellectual Property

  1. Intellectual property rights and copyrights to all content relating to the Site and the Service shall all be attributed to the legitimate rights holder such as the Company or the content provider, etc. unless otherwise specified therein.
  2. Registered Members shall agree to grant the Company, global, non-exclusive, royalty-free, sub-licensable and transferable use of all copyright materials provided for the Service and in connection with the Knowledge Sharing Transactions, including but not limited to, copying, distribution, creation of derivative works, indications, publications, adaption, and availability by transmission, for any purpose. Registered Members shall not exercise the moral rights for such materials.
  3. All materials in connection with the Company’s services may not be used by third party other than the Company, without prior consent from the Company.
  4. Unless otherwise agreed in writing by the parties concerned, intellectual property rights and copyrights of deliverables provided from the Advisors based on request or direction from Requesters, Corporate Members or the Company in connection with Knowledge Sharing Transactions shall belong to Requesters, Corporate Members or the Company who have made such request or direction. Advisors shall not exercise the moral rights for such deliverables.
  5. Notwithstanding the foregoing, Advisors shall retain copyrights of works created solely by Advisors not based on request from Requesters or Corporate Members that is provided with Requesters or Corporate Members in connection with Knowledge Sharing Transactions; provided, however, unless otherwise agreed in writing (including electronic method) by the parties concerned, Advisors shall agree to grant the Requester, Corporate Member, the Company or their designated third-party, global, non-exclusive, royalty-free, sub-licensable and transferable use of such works including but not limited to, copying, distribution, creation of derivative works, indications, publications, adaption, and availability by transmission, for any purpose. Advisors shall not exercise the moral rights for such works.
  6. Advisors shall ensure that the use of information posted or provided by the Advisors in connection with the Services and Knowledge Sharing Transactions by the Requesters, Corporate Members or the Company will not infringe the third party rights in term of copyright and is royalty-free to Advisors or third parties for such use.
  7. Advisors agree that Requesters, Corporate Members, the Company or the third party who was designated by such Requesters, Corporate Members or the Company may freely use, without any charge, ideas, concepts, know-how, or technology provided by Advisors during Knowledge Sharing Transactions for the purpose of developing new inventions, making improvements, manufacturing, or promoting sales, etc.
  8. Unless explicitly denied by Advisors, Requesters, Corporate Members or the Company may record and transcribe details of Knowledge Sharing Transactions, and such records and transcriptions shall belong to Requesters, Corporate Members or the Company.

Article 37 Survival

  1. Article 29 (Duty of Confidentiality and Compliance Rules) Paragraph1, 5 and 6, Article 31 (Prohibited Matters) Paragraph 1 item 2. 5, Article 34 (Limitation of Liability), Article 35 (Disclaimer and Indemnification), Article 36 (Intellectual Property) and this Article (Survival) shall survive the termination of membership of Registered Members, termination of the use of Service, or termination of terms or agreements between Corporate Members and the Company.

Article 38 Use of the Company Name

  1. Registered Members shall obtain prior written approval from the Company for any use of the Company’s name or the Service name, and their relationship with the Site in any form, including but not limited to, advertisements, business cards, and mailed materials, except when in accordance with a method and indication details prescribed in advance by the Company.

Article 39 Transfer of the Service

  1. The Company may transfer its Service operations, its status, rights and obligations under these Terms including registered information on the Site and other information to third parties if the Service operations have been transferred to third parties. By agreeing to these Terms, Registered Members agree in advance to such transfers. The transfer of services prescribed in this Article is not limited to the transfer of service operations but shall also include company splits, and any other cases in which services are transferred to third party.

Article 40 Severability

  1. If any provision of these Terms is held invalid or unenforceable in whole or in part under applicable laws and regulations, all remaining provisions shall be valid in accordance with these Terms. Provision of these Terms that is held invalid or unenforceable may be applicable by replacing such provision with the valid provision which its intention is the closest, or by adding reasonable interpretation so that the provision will have the similar intention.
  2. If any provision of these Terms is held invalid or eliminated in whole or in part with a specific User, these Terms shall remain valid with any other Users.

Article 41 Governing Law and Agreed Jurisdiction

  1. These Terms shall be construed according to the laws of Japan.
  2. The Tokyo District Court shall be the exclusive agreed court with jurisdiction in the first instance with regards to any disputes that arise in relation to these Terms, the Site or the Service.

Updated August 6, 2018
Last updated: August 13, 2019
Last updated: January 14, 2020