iDCP

iPark Digital Community Platform Terms of Use

These terms of use ("Terms of Use") establish the conditions for use of the iPark Digital Community Platform (iDCP) (the "Platform"), which is managed, operated, and provided by iPark Institute, Co. Ltd. (the "Company"), and the relationship of rights and obligations between Users (as defined in Article 3) of the Platform and the Company. Customers who wish to use the Platform should carefully read these Terms of Use and the privacy policy separately prescribed by the Company ("Privacy Policy") before doing so.

Article 1 (Agreement to and Applicability of these Terms of Use)

  • 1. Users shall use the Platform in accordance with these Terms of Use, and shall not use the Platform unless they agree to these Terms of Use.

  • 2. When a User registers for member registration pursuant to Article 5, the User is deemed to have agreed to these Terms of Use at the time of such member registration.

  • 3. Rules, regulations and other provisions regarding the Platform that are posted on the Platform from time to time shall constitute a part of these Terms of Use. If there is any discrepancy between the provisions of these Terms of Use and the provisions of the aforementioned rules, regulations or provisions, these Terms of Use shall prevail.

Article 2 (Amendment of these Terms of Use)

  • 1. The Company may change the provisions of these Terms of Use as the Company deems necessary. However, in the case of changes that require the consent of Users under applicable laws and regulations, the Company shall obtain User consent in a manner prescribed by the Company.

  • 2. When the Company amends these Terms of Use pursuant to the preceding paragraph, the Company shall specify the effective date of the revised Terms of Use, and shall notify Users or announce that such amendment will be made, via the Internet or other appropriate means, together with the details of the amendment and its effective date.

  • 3. Notwithstanding the provisions of the preceding two paragraphs, if a User uses the Platform after the User has been notified of the amendment to these Terms of Use or such amendment has been made known to the User pursuant to the preceding paragraph, the User shall be deemed to have agreed to the amended Terms of Use.

Article 3 (Definition of Terms)

In these Terms of Use, the following terms shall have the following meanings:

  • (1) "User"
    A corporation, organization, institution or other legal entity that submits an application to the Company to use the Platform and has completed the member registration pursuant to Article 5.

  • (2) "Authorized User"
    An individual who uses the Platform and is authorized by the User pursuant to the provisions of Article 6, Paragraph 2.

  • (3) "User ID"
    A code designated by a User and used to identify a User and any Authorized Users.

Article 4 (Service Details)

  • 1. The Platform aims to match the technologies of startups, academia, and the like with global VCs and pharmaceutical companies, and is a cloud-based software that provides a matching platform to realize such aims. The Company primarily provides the following services on the Platform:

    • - Information structuring and drafting by AI based on information uploaded to the Platform
    • - Matching search function
    • - Recommendation function
    • - Chat function
    • - NDA (non-disclosure agreement) signing function
    • - Report viewing function

  • 2. Users shall use the Platform at their own discretion and responsibility, based on the characteristics of the Platform.

Article 5 (Member Registration)

  • 1. Customers wishing to use the Platform ("Prospective Users") must register their membership prior to using the Platform by filling in the required information on the registration page of the Company's website (https://ipark-dcp.com/signup).

  • 2. Users may select the membership types set out below on the Platform. Prospective Users shall select their applicable membership type when registering their membership. However, that if the Company determines after a membership registration is complete that the membership type selected by the User does not match their actual circumstances, the Company shall change the membership type and notify the User thereof.

    • - Startup
    • - Academia
    • - VC
    • - Pharmaceutical company
    • - Service provider (only browsing function is available)

  • 3. Upon completion of the member registration as set forth in Paragraph 1, a usage agreement for the Platform ("Platform Usage Agreement") based on these Terms of Use shall be established between the relevant User and the Company.

  • 4. Each User agrees that the fact that the User is a member of the Platform may be displayed by the Company on the Company's website and in its advertising and other media (including the display of the User's name and logo).

Article 6 (Usage Restrictions)

  • 1. The Platform is provided for the User's own business use, and the User shall not sell the contents provided to the User or any Authorized Users on the Platform to third parties or otherwise use any content for any purposes other than for the User's own business activities.

  • 2. Users may only allow the Platform to be used by their directors, officers or employees whom the User has permitted and invited to use the Platform at its own responsibility as the User's Authorized Users, and shall not allow any other third parties to use the Platform.

  • 3. Users shall make the conditions set forth in these Terms of Use known to their Authorized Users and shall ensure that the Authorized Users comply with such conditions. The actions (including non-action) of any User's Authorized Users shall be deemed to be the actions of the User itself in terms of any obligations borne by the User under these Terms of Use.

Article 7 (User ID)

  • 1. Any person who has been invited by a User and wishes to become an Authorized User of such User shall complete a member registration by entering the e-mail address and password designated by the User. The e-mail address used at the time of membership registration shall thereafter be treated as the User ID for such Authorized User, which shall be used together with the password when logging in.

  • 2. Users shall be responsible for managing their Authorized Users' User IDs and passwords to prevent unauthorized use.

  • 3. Users may not, under any circumstances, disclose, lend, or transfer their own or their Authorized Users' User IDs or passwords to any third parties.

  • 4. The Company shall not be liable for any damages incurred by the User or Authorized Users due to unauthorized use of User IDs or passwords. The Company may deem that all acts of use on the Platform performed after the Company has authenticated the User ID of a User or its Authorized Users are attributable to such User.

Article 8 (Fees and Payment Methods)

  • 1. After completing the member registration, the User may use the services on the Platform free of charge for the duration of the period separately prescribed by the Company.

  • 2. After the free period as set forth in the preceding paragraph expires, Users shall pay to the Company the usage fees, expenses, and the like separately prescribed by the Company ("Usage Fees") via credit card payment (only Users who have been approved by the Company as "Academia" may select the invoice payment option) or other means approved by the Company. In addition, upon agreeing to these Terms of Use, the User shall be deemed to have agreed to the fees and payment methods based on the details separately presented by the Company.

  • 3. Regardless of the usage period by the User on the Platform, the Company shall not be obligated to refund any Usage Fees that have already been incurred, except for reasons attributable to the Company.

  • 4. In the event that a User does not pay Usage Fees for the Platform by the prescribed payment due date, the User shall pay late payment fees calculated in accordance with the method specified by our designated consumer credit company (Stripe). In such cases, the User shall bear the various expenses for such late payments.

Article 9 (Profile Posting)

  • 1. After registering as a member, a User may create and post a User profile (including, but not limited to, company and technical information that will become seeds) on the Platform by entering the information specified separately by the Company in the relevant section of their My Page.

  • 2. If the Company determines that a User's profile contains inappropriate content, the Company may delete such information without the User's prior consent.

Article 10 (Profile Viewing and Communication Between Members)

  • 1. After registering as a member, Users and Authorized Users may search for the member information of other Users registered on the Platform and view the profiles of such Users on the Platform. However, Users and Authorized Users shall use the information they view in such profiles only within the Platform and shall not disclose it to any third party other than its own third parties (for Users, this includes their Authorized Users, and for Authorized Users, this includes the User to which the Authorized User belongs as well as other Authorized Users of such User).

  • 2. Users and Authorized Users may contact other Users by clicking on the message button for such User displayed on the Platform. However, a User or Authorized Users' to contact other Users shall be limited to use within the Platform (except for the cases provided for in Article 10-2, Paragraph 2).

  • 3. The Company shall not be responsible for any contact between Users (including, but not limited to, communications on the Platform), nor be involved in any subsequent communications, discussions, negotiations, agreements, progress statuses, or the like, or in the content of any of the foregoing, and the Company shall not be liable for any disputes, damage, or other disadvantages to Users or Authorized Users arising from such contact or communication.

Article 10-2 (Compliance with Laws and Regulations concerning

Communication between Members)

  • 1. The Platform is provided for the purpose of posting User profiles and supporting matching with other Users. Users may not use the Platform for the purpose of soliciting the acquisition or selling of shares, etc., or for conducting other acts restricted by the Financial Instruments and Exchange Act (including any related laws and regulations, rules prescribed by the Japan Securities Dealers Association, guidelines, supervisory policies, and the like) ("Investment Solicitation"), and Users may not post on their profiles or communicate with other Users any content for the purpose of or that constitutes Investment Solicitation. Users shall not conduct any Investment Solicitation when providing information to the Company and shall take care to ensure that their statements do not contain any contents that could conflict with the Financial Instruments and Exchange Act or any other related laws and regulations.

  • 2. The Platform does not handle any Investment Solicitation. If, as a result of contact between Users and any subsequent communications, discussions, or negotiations, Users decide to communicate or hold discussions, etc. with each other regarding content that includes information exchanges beyond the items described in the information posted on their profiles, such Users shall conduct those information exchanges outside of the Platform

  • 3. If a User conducts any Investment Solicitation on the Platform in breach of the provisions set out in the preceding two paragraphs, or the Company otherwise determines that a User has engaged in conduct that could conflict with laws or regulations, the Company may temporarily suspend all or part of such User's use of the functions on the Platform or may terminate such User's Platform Usage Agreement without issuing any prior notice thereof.

Article 11 (Establishment and Maintenance of User Environment)

  • 1. Users shall, at their own expense and responsibility, set up facilities for their Authorized Users and maintain the operating environment necessary to use the Platform in accordance with the conditions determined by the Company on the Platform.

  • 2. Users shall, at their own cost and responsibility, connect their Authorized Users' equipment to the Internet using telecommunications services provided by telecommunication carriers or similar providers in order to use the Platform.

  • 3. If there is a malfunction in any equipment of the User, or with the Internet connection or operating environment of the Platform as provided in the preceding paragraph, the Company shall not be obligated to provide the Platform and its functions to such Users.

Article 12 (Supervisory Responsibility)

  • 1. With respect to the use of the Platform, Users shall cause their Authorized Users to comply with these Terms of Use and shall be responsible for their Authorized Users' declarations of intent, notifications, and all other acts.

  • 2. If a User becomes aware of any violation of these Terms of Use by any of its Authorized Users, the User shall promptly notify the Company of such violation.

Article 13 (User Obligations)

In using the Platform, Users shall comply with the following and cause their Authorized Users to do the same. In addition, the Company shall not be liable for any damages or other disadvantages incurred in relation to the following User obligations:

  • (1) Users shall be responsible for controlling the information they provide and/or receive and use on the Platform (including, but not limited to, entering into NDAs and filtering with respect to whether information constitutes Designated Confidential Content meaning information the User has registered as Designated Confidential Content on the Platform); the same applies hereinafter.

  • (2) Users who wish to view Confidential Information (defined below) shall execute a written NDA in advance with the User who owns such Confidential Information by using the NDA templates ("Template") provided on the Platform by the Company, VC, or pharmaceutical company members, or otherwise execute such NDA outside of the Platform. If Users execute an NDA outside of the Platform, the Users party to such NDA shall each notify the Company to the effect that the NDA was executed via the method prescribed by the Company.

  • (3) Use of the Template shall be at the sole risk of each User. Users shall sufficiently review the Template, and if any modification to the Template is needed, the User shall be responsible for modifying and/or entering into an NDA outside of the Platform.

  • (4) If the information provided to the Platform by a User includes information on such User or its directors, officers or employees, the User shall obtain their permission to post such information on the Platform.

  • (5) When using the Platform, each User shall comply with applicable laws and regulations as well as the internal rules of the Company and any industry organizations to which the User belongs.

  • (6) When handling personal information on the Platform, Users shall comply with the Act on the Protection of Personal Information and other related laws and regulations that may apply to the handling of personal information and shall obtain, use, and manage such information lawfully and perform the necessary procedures at their own responsibility.

  • (7) If any of the basic information (e.g., trade name, name, address) of a User or Authorized User entered at the time of member registration is subsequently changed, the User and Authorized User shall update the changed information on the Platform without delay.

  • (8) If the Company requests a User or Authorized User to disclose information that the Company deems necessary for the operation of the Platform, the User shall comply with the request and cooperate with the Company's investigation or cause its Authorized User to do the same.

Article 14 (Prohibited Acts)

  • 1. In using the Platform, Users shall not engage in any of the following acts, and shall not allow their Authorized Users to engage in the same.

    • (1) Violating these Terms of Use

    • (2) Entering or disclosing false or inaccurate information

    • (3) Acts that infringe on the intellectual property rights, portrait rights, privacy rights, reputation, or other rights or interests of the Company, other Users, or Authorized Users, or other third parties (including acts that directly or indirectly cause such infringement)

    • (4) Using the Template for purposes other than management of Confidential Information on the Platform

    • (5) Acts contrary to the intended purpose of use of the Platform (including, but not limited to, contacting third parties for sales or other purposes unrelated to the purpose of the Platform by using profile information or other member information)

    • (6) Using information obtained through the Platform for communication between Users or Authorized Users outside of the Platform

    • (7) Acts that interfere with the operation of the Platform, acts related to criminal acts or other violations of laws and regulations, or acts contrary to public order and morals

    • (8) Acts that cause or may cause disadvantage or damage to the Company or third parties

    • (9) Acts that unfairly damage or may damage the honor, rights, or credibility of others

    • (10) Acts that violate laws or regulations, or internal rules of the Company or industry associations to which Users belong

    • (11) Acts that obstruct or may obstruct the use of the Platform by other Users or Authorized Users

    • (12) Unauthorized publication, disclosure, provision, or leakage of Confidential Information or personal information of the Company or third parties to other third parties

    • (13) Transmitting information that contains computer viruses or other harmful computer programs

    • (14) Unauthorized access to the Company's systems, falsification of program code associated with such access, intentional falsification of location information, cheating by using specifications of communication devices or other applications, distribution of computer viruses, or any other acts that interfere with the normal operation of the Platform

    • (15) Unauthorized access to hardware or software comprising the Platform, cracking, or other acts that interfere with or damage such facilities, etc.

    • (16) Reverse engineering, decompiling, disassembling, or the like of the Platform

    • (17) Using or attempting to obtain another User's or Authorized User's User ID

    • (18) Acts that violate the provisions regarding the exclusion of anti-social forces set forth in Article 24

    • (19) Any other acts that the Company deems inappropriate

  • 2. In the event that the Company deems that a User's or Authorized User's conduct on the Platform falls under or is likely to fall under any of the items of the preceding paragraph, the Company may delete all or part of the information provided to the Platform by such Users or Authorized Users without prior notice thereto. The Company shall not be liable for damage or other disadvantages incurred by the User or an Authorized User thereof based on actions taken by the Company pursuant to this paragraph.

Article 15 (Measures, etc. for Violations of these Terms of Use)

  • 1. In the event that the Company determines that a User falls under any of the following items, the Company may, without prior notice or demand, temporarily suspend the use of the Platform or terminate the Platform Usage Agreement with respect to such User.

    • (1) The User has breached or may breach any provisions of these Terms of Use

    • (2) The User is unable to perform all or part of its obligations, or when the User clearly indicates its intention to refuse to perform all or part of its obligations

    • (3) The User is unable to perform a part of its obligations or clearly indicates its intention to refuse performance of a part of its obligations, and the purpose of the contract cannot be achieved only with the remaining part of the obligations.

    • (4) The purpose of these Terms of Use cannot be achieved unless performance is made on a specific date or within a specific period of time under these Terms of Use, but the User fails to perform when that period elapses

    • (5) In addition to the cases listed in each of the preceding items, it is clear that the User has not performed its obligations and it is unlikely that the User will perform sufficiently to achieve the purpose of the contract

    • (6) Falsehoods in the information provided to the Company or requested by the Company from the User in connection with use of the Platform are found

    • (7) The User uses or attempts to use the Platform for any purpose or in any manner that may cause damage to the Company, other Users, or any third parties

    • (8) The User interferes with the operation of the Platform by any means whatsoever

    • (9) The User becomes insolvent, ceases to make payments, or petitions for the commencement of or files for bankruptcy, civil rehabilitation or similar proceedings

    • (10) The User dishonors a bill or check drawn or accepted by the User, or the User is subject to suspension of transactions by an electronic exchange or any other similar measure

    • (11) A petition for seizure, provisional seizure, provisional disposition, compulsory execution, or auction is filed against the User

    • (12) The User is subject to tax delinquency enforcement measures

    • (13) In the event of the User's death or commencement of guardianship, conservatorship, or assistance

    • (14) The User does not respond to communications from the Company for a considerable period

  • 2. In no event shall the Company be liable for any damages incurred by the User as a result of actions taken by the Company in accordance with this article.

Article 16 (Disclaimer)

  • 1. The Company makes no warranty to Users regarding the feasibility of achieving open innovation through the use of the Platform, or the accuracy, truthfulness, completeness, validity, usefulness, legality, or otherwise of any content or information, including member information, posted on or otherwise provided through the Platform, nor does the Company warrant any effects resulting from the use of the Platform. The Company shall not be liable even if a User or a third party incurs damage resulting from or in connection with the use of the Platform or the information thereon.

  • 2. Users acknowledge in advance that they may not be able to use all or part of the Platform depending on the system environment of their computer terminals. In such cases, the Company shall not be obligated to refund the Usage Fees.

  • 3. Users agree in advance that the Company shall be exempt from liability for any failures caused by the services or products provided by telecommunications carriers, hardware providers, or other third parties, or by the computer terminals, communications environment, or any other aspects of the usage environment of the User or any Authorized User.

  • 4. With regard to the Template provided on the Platform, the Company makes no warranties of any kind, including as to its accuracy, eligibility, or usefulness, and shall have no obligation to modify or update the Template to reflect any amendments to applicable laws or regulations. In addition, the Company shall not provide any explanations, advice, negotiation, mediation, or performance of any other acts in connection with the use of the Template, and the responsibility for a User's use of the Template belongs to such User. The Company shall not be liable whatsoever to compensate for any damages incurred by Users in connection with the use of the Template.

  • 5. Compensation for damages the Company bears to Users shall be limited to the Usage Fees paid by the User to the Company within the preceding one-year period, irrespective of whether the cause of such claim for compensation results from any default, liability for contractual non-conformity, infringement of intellectual property rights, unjust enrichment, tortious act, or any other reason.

Article 17 (Damages)

  • 1. Users shall indemnify the Company for any damages incurred by the Company as a result of the User violating these Terms of Use or in connection with its use of the Platform.

  • 2. If a User receives a claim from or has a dispute with another User or any third party in relation to the Platform, the User shall immediately notify the Company of the details of the claim or dispute, handle the claim or dispute at the User's expense and responsibility, and, upon the Company's request, report the progress and results thereof to the Company.

  • 3. If the Company receives any claim from another User or any third party for infringement of rights or any other reason in connection with the User's use of the Platform, the User shall indemnify the Company for any amounts the Company is forced to pay to such third party based on such claim. This obligation shall not apply to the extent such damages are caused by the Company's willful misconduct or negligence.

Article 18 (Confidentiality)

  • 1. "Confidential Information" means information identified as Designated Confidential Content on the Platform when Users or Authorized Users register on the Platform. However, the following information shall not constitute Confidential Information.

    • (1) Information that the receiving party already possessed at the time of its disclosure

    • (2) Information that was already publicly known at the time of its disclosure

    • (3) Information that became publicly known after its disclosure for reasons not attributable to the receiving party

    • (4) Information that the receiving party obtained from a duly authorized third party not subject to an obligation of confidentiality

    • (5) Information that the receiving party independently developed or created without utilizing any disclosed Confidential Information

  • 2. When a User provides or receives, or causes an Authorized User to provide or receive, Confidential Information on the Platform, the User shall manage the Confidential Information (including, but not limited to, entering into the necessary NDAs) at its own responsibility. The Company shall not be involved in any way in the handling or arrangement of Confidential Information by Users and shall not be liable for any damages or other disadvantages incurred.

  • 3. Confidential Information is used as input to the matching logic when a User or Authorized User conducts a search for other Users or Authorized Users; however, except for the User or Authorized User who provided the Confidential Information, other Users and Authorized Users may not view the contents of the Confidential information.

  • 4. Users who wish to view Confidential Information shall execute a written NDA in advance with the User who owns such Confidential Information in accordance with Items (2) and (3) of Article 13. After the Company confirms on the Platform that such NDAs have been executed, Users who are parties to the NDAs may view each other's Confidential Information.

  • 5. The Company shall strictly and properly manage Confidential Information that comes to be held by the Platform, and shall not disclose or leak it to any third parties or use it for any purpose other than the operation of the Platform without the prior consent of the User who provided the Confidential Information.

  • 6. Notwithstanding Paragraph 1, the Company may make public or disclose Confidential Information to the minimum extent necessary in accordance with laws, court orders, regulatory authorities, financial instruments exchanges, or any other judicial decisions, rules, or orders of public bodies with regulatory authority. In the event of such publication or disclosure, the Company shall notify the provider of such Confidential Information to that effect without delay.

  • 7. In the event of termination of the Platform Usage Agreement due to termination of the Platform system, withdrawal of Users from the Platform, or other reasons, the Company shall promptly return or dispose of Confidential Information.

Article 19 (Ownership of Intellectual Property Rights)

  • 1. Copyright in works and content, including information, images, logos, and other materials ("Works"), that the User posts on the Platform or provides to the Company for posting on the Platform shall belong to the User or to any third party that has granted the User a license to use such Works. Notwithstanding the foregoing, the User hereby grants the Company a royalty-free, perpetual, worldwide license, in advance, to use such Works within the scope necessary for the operation of the Platform and related purposes, and agrees not to exercise any moral rights in connection with such use. If a User posts or uses the Works of a third party on the Platform, the User shall, at its own responsibility, take all measures required in order to post or use such Works on the Platform, such as obtaining the necessary permissions, and the User warrants that any Works it posts on the Platform do not infringe any rights of any third parties. If a lawsuit or claim is brought against the Company by a third party for reasons such as a User's failure to implement the abovementioned measures or otherwise, the User shall resolve the matter at its own responsibility and expense. If the Company responds to such lawsuit or claim based on an agreement with the User, the User shall indemnify and hold harmless the Company from and against any damages, losses, and expenses incurred by the Company in connection therewith.

  • 2. Other than the Works set forth in the preceding paragraph, any Works arising in connection with the Platform ("Company Works") shall, in principle, be owned by the Company or by any third party that has granted the Company a license to use such Company Works. Unless permitted under the Copyright Act or otherwise authorized in writing by the Company or any third party that has granted the Company a license to use such Company Works, Users shall not use, reproduce, reprint, or otherwise exploit, in whole or in part, any Company Works.

  • 3. Users shall not reproduce, alter, remove, or otherwise modify Company Works without prior written consent of the Company, and in the event that new Works are created as a result of modifications made with the Company's prior written consent, the rights to such Works (including the rights stated in Articles 27 and 28 of the Copyright Act) shall solely belong to the Company. Notwithstanding the foregoing, a User may use (reproduce, translate, and adapt) any Templates that the User itself has provided in Japan and abroad.

  • 4. All rights, including patent rights, utility model rights, design rights, and trademark rights, to any and all inventions, ideas, designs, trademarks, trade names, and other items indicating products or services used in business activities, as well as trade secrets and other technical or business information useful in business activities that constitute the Platform, shall belong to the Company.

  • 5. With respect to the ownership and attribution of ownership, intellectual property rights, and other rights, as well as the terms and conditions of use, of any Works, ideas, know-how, or other materials provided to or received from other Users through the use of the Platform, the User shall make appropriate arrangements directly with other such Users, and the Company shall not be involved in any manner whatsoever (provided, however, that this shall not preclude the involvement of the Company's staff in the provision of the Platform where the Company, at its sole discretion, determines that such involvement is necessary). In relation to this paragraph, the Company shall not be liable for any damages or other disadvantages incurred by Users in connection with such arrangements.

Article 20 (Handling of Personal Information)

The Company shall handle personal information appropriately in accordance with the Privacy Policy stipulated by the Company.

Article 21 (Withdrawal and Cancellation of Membership)

  • 1. Users may terminate the Platform Usage Agreement by submitting a request for cancellation in accordance with the cancellation procedures prescribed by the Company on the Platform at least 30 days prior to their desired termination date, and such termination shall become effective upon approval of such request by the Company. In such case, the User may not demand a refund of the Usage Fees paid.

  • 2. In addition to the cases set forth in Article 15, Paragraph 1, the Company may terminate the Platform Usage Agreement by notifying Users when the Company determines that it is difficult to continue operating or providing the Platform.

Article 22 (Modification or Suspension of Services)

  • 1. The Company may modify or add to all or part of the services of the Platform without prior notice to Users. However, the Company does not warrant that all functions or performance of the Platform prior to such modifications or additions will be maintained after such modifications or additions.

  • 2. In any of the following cases, the Company may suspend or discontinue all or part of the services of the Platform. In such cases, the Company shall make efforts to notify Users as far in advance as possible:

    • (1) Periodic or emergency inspection or maintenance of the computer systems related to the Platform

    • (2) Computers, communication lines, or the like are shut down due to an accident.

    • (3) The Platform cannot be operated due to force majeure, such as a fire, power outage, or natural disaster

    • (4) Any other cases where the Company reasonably determines it is necessary to suspend or discontinue the services of the Platform

  • 3. The Company shall not be liable for any damages or other disadvantages incurred by Users as a result of this article.

Article 23 (Outsourcing to Third Parties)

With respect to the provision of the Platform, the Company may, at its own responsibility, outsource all or part of its operations to third parties.

Article 24 (Exclusion of Anti-Social Forces)

  • 1. Users and the Company each represent and warrant that they are not, and will not in the future become, organized crime groups, members of organized crime groups, persons who ceased to be members of organized crime groups within the past five years, quasi-members of organized crime groups, companies affiliated with organized crime groups, corporate extortionists (sokaiya), individuals or groups purporting to conduct social movements or political activities for illicit purposes or by violent or illegitimate means, special intelligence violent groups, or any other persons or entities equivalent there to ("Anti-Social Forces"), and that they do not fall under any of the following items:

    • (1) Having a relationship in which Anti-Social Forces are deemed to control management

    • (2) Having a relationship in which Anti-Social Forces are deemed to be substantially involved in management

    • (3) Having a relationship that is deemed to involve unjustified use of Anti-Social Forces, such as for the purpose of seeking unjust profits for itself, one's own company or a third party, or for the purpose of inflicting damage on a third party

    • (4) Having a relationship that is deemed to involve Anti-Social Forces such as by providing funds or other benefits to Anti-Social Forces

    • (5) Having a relationship in which directors, officers, or any persons substantially involved in management has a socially reprehensible relationship with Anti-Social Forces

  • 2. Users and the Company pledge not to engage in any of the following acts by themselves or through a third party:

    • (1) Violent demands

    • (2) Unreasonable demands beyond legal responsibility

    • (3) Using threats or violence in connection with transactions

    • (4) Damaging the other party's credibility or obstructing the other party's business by spreading rumors or using deceptive means or force

    • (5) Any other acts similar to the foregoing

  • 3. If a User or the Company is found to be an Anti-Social Force or fall under any of the items of paragraph 1, or commits any act falling under any of the items of the preceding paragraph, or makes a false declaration regarding the representations and warranties under paragraph 1, regardless of whether the reason is attributable to the User or the Company, the Company may terminate the Platform Usage Agreement without any notice to the other party.

  • 4. If the Platform Usage Agreement is terminated in accordance with the preceding paragraph, the User and Company acknowledge and agree that they shall not be liable to compensate the other party for any damages incurred in connection with such termination.

Article 25 (Communication and Notification)

Inquiries regarding the Platform and other communications or notifications from Users to the Company, as well as notifications regarding amendments to these Terms of Use and other communications or notifications from the Company to Users, shall be made by e-mail or other methods determined by the Company. Notices to Users from the Company shall be deemed to have been delivered to the User immediately after the transmission thereof by the Company.

Article 26 (Assignment, etc. of Status)

Users may not assign, transfer, pledge, grant security interest in or otherwise dispose of their status under the Platform Usage Agreement or their rights or obligations under these Terms of Use, in whole or in part, to any third parties without the prior written consent of the Company.

Article 27 (Effective Period)

The period during which Users may use the Platform as members (meaning the term of the agreement for use of the Platform, "Effective Period") shall be one year from the date the User completes a member registration. If a User does not notify the Company of non-renewal at least 30 days prior to the expiration of the agreement period, the agreement will be automatically renewed for the same period under the same conditions, and the same shall apply thereafter.

Article 28 (Severability)

  • 1. If any provisions of these Terms of Use or parts hereof are determined to be invalid or unenforceable, such determination shall not affect the remaining portions of these Terms of Use, which shall remain valid and enforceable. The Company and Users agree to comply with the intent of such invalid or unenforceable provisions or portions and to endeavor to ensure the same effect and to be bound by the revised Terms of Use.

  • 2. If any provisions of these Terms of Use or parts hereof are determined to be invalid or unenforceable in relation to certain Users, that determination shall not affect the validity, enforceability, etc. in relation to other Users.

Article 29 (Survival)

Even if the Platform Usage Agreement is terminated, the provisions of the following articles shall remain in full force and effect: Article 13, Articles 16 through 20, Article 26, Article 27, and Articles 29 through 32.

Article 30 (Force Majeure)

In the event that the performance of the services of the Platform is prevented by a natural disaster; enactment, amendment, repeal of laws or regulations, epidemic or infectious disease outbreak, or other force majeure events, the Company shall not be liable for any damages caused to Users or Authorized Users by such event, notwithstanding these Terms of Use or any other provisions.

Article 31 (Governing Law and Court of Jurisdiction)

  • 1. These Terms of Use and the Platform Usage Agreement shall be governed by the laws of Japan.

  • 2. The Tokyo District Court shall have exclusive jurisdiction as the court of first instance for any and all disputes arising out of or relating to these Terms of Use or the Platform Usage Agreement.

Article 32 (Consultation)

In the event that any matters are not stipulated in these Terms of Use or any questions arise regarding the interpretation of these Terms of Use, the Users and the Company shall promptly resolve such matters through mutual consultation in accordance with the principle of good faith.

Supplementary Provisions

Enacted and enforced on January 1, 2026