These Terms of Use (hereinafter referred to as the “Terms”) prescribe the conditions of this Service (as defined below) and the rights and obligations between Arches (Arches Corporation, Arches Vietnam Company Limited, Arches Pte. Ltd., Kudos Consulting Inc. (incorporated in China, with principal office in Shanghai, China), hereinafter collectively referred to as the “Company”) and each expert who uses this Service (“Expert”). Through this Service, the Company maintains a network of professionals and consultants across various industries and specialties who share insights and knowledge with financial and business leaders and other organizations and professionals (“Clients”). When using this Service, please read the full text of the Terms and agree to the Terms. The English version of these Terms of Use shall control over any translations.

1. Mission

Our Company’s mission is “Share Knowledge, Empower the World”. To promote this mission, our Company provides Clients with the following services: Consultation, Web Surveying, Short-term Staffing, Business Matching, access to an Expert Knowledge Bank, and opportunities for Experts and Clients to engage in transactions that facilitate the sharing of knowledge and resources related to these services (collectively, the “Service”).

2. Purpose and application of the Terms

2.1 The Terms are intended to set out the conditions for the provision of this Service and the rights and obligations between our Company and the Expert regarding the use of this Service, and apply to all relationships related to the use of this Service between our Company and the Expert.

2.2 If there is any discrepancy between the content of the Terms and any explanations of this Service outside of the Terms, the provisions of the Terms shall prevail.

3. Registration

3.1 To use this Service, it is necessary to register as an Expert in accordance with the Terms.

3.2 The registration as an Expert shall only be done using one’s official name. Our Company may request submission of public documents to confirm the identity, and reserves the rights to conduct identity and background verification using internal resources or third-party services as it deems necessary.

4. Usage eligibility

4.1 Do not register as an Expert in the following cases:
4.1.1 Where registration as an Expert would cause or risk causing a conflict of interest.
4.1.2 Where the applicant is a minor, adult ward, person under curatorship, or person under assistance and does not have the consent of their legal representative, guardian, curator, or assistant.
4.1.3 Where registration as an Expert is prohibited by any law, rules or regulations.
4.1.4 Where the applicant is a member of or have ties to antisocial forces (organized crime groups, members of organized crime groups, companies affiliated with organized crime groups, corporate raiders, or other antisocial forces)
4.1.5 Any other cases that our Company considers inappropriate.

4.2 Those who apply for Expert registration represent and warrant the following:
4.2.1 The information registered with the Company, such as profile information, is true, accurate, current, and complete.
4.2.2 Participation in this Service does not violate any contract with third-party individuals or legal entities (including but not limited to the employer or the previous employer of the Expert; individuals or legal entities to whom the Expert will provide (or has provided) consulting services ; or individuals or legal entities that the Expert is (or has been) the contact point to provide consulting services), or any other legal or regulatory obligations.
4.2.3 Participation in this Service does not violate the work rules, obligations, codes of conduct, mottos, or professional rules stipulated by any third-party individuals or legal entities (including but not limited to the employer or the previous employer of the Expert; individuals or legal entities to whom the Expert will provide (or has provided) consulting services; individuals or legal entities for whom the Expert is (or has been) the contact point to provide consulting services).
4.2.4 The Expert will not disclose, through participation in this Service, any confidential or proprietary information belonging to third parties, including but not limited to trade secrets, copyrighted or proprietary business information, non‑public or confidential information related to pending government action or inaction, information the Expert has a duty or has agreed to keep confidential (for example, under contract or fiduciary duty), information disclosed to the Expert under an expectation of confidentiality, or any information the Expert believes may be confidential.
4.2.5 The Expert will not disclose any material non‑public information related to any company, security, industry, or public interests, including information relating to pending government action or legislation, and will not use or disclose any such information in breach of applicable securities or other laws.
4.2.6 The Expert shall not violate any laws, rules or regulations due to participation in this Service and shall not disclose any information the Expert is otherwise prohibited from disclosing under applicable law or any regulatory, legal, ethical, or professional standard or rule.
4.2.7 The Expert has not been convicted of any crimes, sued for any wrongdoing or violation of law (including breach of confidentiality or duty of care, false oath, perjury, bribery, or conspiracy to commit any of these), investigated under any applicable laws including the Financial Instruments and Exchange Law of Japan, or named on the list of individuals or entities excluded from receiving contracts or benefits from any governments.
4.2.8 To the extent the Expert’s ability to provide consulting is limited in any way by contracts, policies, or other obligations (including employment, consulting, confidentiality or non‑disclosure agreements, or employer codes of conduct), the Expert has obtained all necessary consents or waivers (including, where applicable, the consent of their employer, any company or organization for which they have consulted, or any affiliated academic or government organization) to participate in this Service. It is the Expert’s responsibility to determine whether they are permitted to join and participate in this Service.
4.2.9 Prior to participating in projects through this Service, the Expert will complete any compliance tutorial or similar training that may be required by our Company from time to time. By agreeing to these Terms and participating in projects, the Expert represents that they have completed, or will complete, such training as instructed by the Company.
4.2.10 The Expert participates in this Service as a non‑agent independent contractor of the Company. The Expert has no authority to act on behalf of the Company or any Client, is not eligible for any employment benefits of the Company or any Client by virtue of participation in this Service, and shall not identify the Company or any Client as their employer. The Expert joins this Service in their individual capacity and not as a representative of any other entity, except where otherwise agreed in writing between such entity and the Company.
4.2.11 If the Expert is in any way unsure about their ability to comply with these Terms or with their legal, regulatory, or contractual obligations, the Expert must decline to register or to participate in this Service.

4.3 Our Company may refuse or cancle the Expert’s registration without notice if any of the following apply:
4.3.1 The Expert has violated the Terms or their past Expert registration has been canceled or suspended.
4.3.2 The registration is likely to violate the Terms.
4.3.3 Any false information is found in the registration, or the matters stated in the Terms are not guaranteed in any way.
4.3.4 Our Company considers the registration inappropriate.

5. Requirements for registration

If the Expert works or has worked in any of the following types of professions, Expert registration shall be made only after agreeing to the following.

5.1 Public officer
Public officers may not register as an Expert when they are prohibited from sharing knowledge as an Expert pursuant to applicable laws and regulations. In addition, if the Expert works in public positions such as the government (or government agencies); organizations, enterprises or entities owned or controlled by the government; officers or officials of public international organizations or political parties; or as parliamentary candidates, they shall agree not to discuss laws, regulations, policies, contracts, or other projects that they have the right to vote on or may influence.

5.2 Investment advisory
Our Company does not offer financial products or investment advisory services. The Expert is also not allowed to provide such services to Clients.

5.3 Lawyer, Accountant, Medical Doctor
Experts must not disclose information about their own clients, and must not violate the obligations and rules applicable in their respective professional field.

5.4 Auditor
Existing auditors or former auditors shall agree not to mention enterprises or organizations that they are performing or have performed audits on within the past three (3) years.

5.5 Qualifications and cooling‑off periods
In addition, when sharing knowledge with the Client, the Expert must ensure that they have the necessary qualifications if requested in some way, including any required period after leaving former companies, subject to our Company’s supervision.

5.6 Declare relationships with governments or listed companies
If requested, the Expert shall notify the Company if they work at governments, governmental agencies or listed companies. The Expert is required to inform the Company if they are (or have been during the past two (2) years) an employee, advisor or consultant to any government, governmental department, governmental agency, or to any state entity. 

In particular, if the Expert becomes an elected official, candidate for political office, or employee, officer, or other person acting in an official capacity for any government, government owned/controlled organization, enterprise or entity, public international organization, or political party, or any issuer who has publicly traded securities and is required to make public filings regarding such securities with a regulatory authority (including the SEC), the Expert is required to notify the Company immediately.

5.7 Accounting and finance roles
If the Expert has worked in the accounting or finance department of a company within the past one (1) year, the Expert shall not discuss accounting or financial issues relating to that company or its affiliates when participating in this Service.

5.8 Disclosure of material financial interests and relationships
To the extent not already reflected in the Expert’s profile with the Company, the Expert shall disclose to the Company any material financial interests or business relationships that the Expert has, or that any entity under the Expert’s control has, which the Expert reasonably believes would be relevant in assessing the Expert’s objectivity or potential conflicts of interest for a project. If the Expert is unable or unwilling to make such a disclosure, the Expert must decline the project.

5.9 No promotion and no outside compensation
The Expert shall not use participation in this Service to promote any products, companies, or business opportunities without the Company’s prior written consent. The Expert shall not accept any compensation or benefits for work performed for Clients other than that provided through the Company, unless the Expert has obtained the Company’s express prior written consent.

5.10 Recording and third‑party participation
The Expert shall not record or transcribe, or permit any third party to join, any Consultation with a Client, except with the Company’s prior consent or as otherwise expressly permitted by the Company in writing.

6. Competition prohibition

For services related to a Client who is a direct competitor of a company in which the Expert is an incumbent director, trustee, officer, board member, employee, or holds a similar position, the Expert agrees that they will not share knowledge through this Service.

7. Changes in registration information

If there is any change in the registration items, the Expert shall notify our Company of the change without delay in the manner established by our Company.

8. Password and user ID (email address) management

8.1 The Expert is responsible for managing their email address and password. Our Company is not responsible for any loss or damage that the Expert may suffer due to incorrect or falsified registration information.

8.2 When the registered mail address and password are entered at the time of login, our Company will treat that login as having been performed by the Expert.

9. Handling of personal information

9.1 In this Service, personal information shall be handled in accordance with the Privacy Policy provided by our Company and applicable data protection laws. The Privacy Policy, as amended from time to time and made available on our Company’s website, sets out, among other things, the categories of personal data we collect, the purposes and legal bases for processing, disclosures to third parties (including group companies and service providers), international transfers, data security measures, data accuracy and retention, and the rights of data subjects, as well as contact details for privacy‑related enquiries.

9.2 In the course of providing the Service, complying with our contractual and regulatory obligations, and operating our business, our Company may process personal data of Experts and Clients in accordance with the Privacy Policy. Experts are encouraged to review the latest version of the Privacy Policy periodically before or while using this Service.

9.3 As part of our compliance screening, our Company and its Clients reserve the right, and the Expert agrees, to conduct identity verification and background checks on the Expert, using either internal resources or third‑party services, to verify identity, professional and educational history, and to assess potential compliance or conflict‑of‑interest risks.

9.4 If the Expert discloses any personal data of third parties to our Company in connection with this Service, the Expert shall, to the greatest extent permitted under applicable law, draw the attention of such third parties to our Company’s Privacy Policy before making such disclosure.

9.5 The Expert agrees to process any personal data received from our Company or from Clients through this Service only in accordance with these Terms, our Company’s Privacy Policy, and any lawful instructions provided by our Company, and shall not use such personal data for any other purpose.

10. Use of this Service

10.1 This Service shall be used by the Experts themselves and shall not be used by third parties.

10.2 The Expert may not assign any project or Consultation obtained through this Service, or delegate any portion of the Expert’s work to any other person (including, without limitation, colleagues or other employees of the Expert’s firm) without the prior written consent of our Company.

11. Content of this Service

Through this Service, our Company provides Client and Expert with a platform and support services for knowledge sharing and business opportunities as described below. The provisions of this section shall apply only when a separate agreement has been entered into for each service, or when an Expert has consented to the use of each service. Furthermore, if an Expert uses a service without making a specific request to the contrary, such use shall be deemed to constitute consent to the use of that service:

11.1 Expert Matching and Expert Solution
11.1.1 Our Company and the Client sign a contract for using this Service. The Client shall purchase the right to use this Service.
11.1.2 The Client shall ask our Company to connect them with the necessary Experts. Based on the Client’s request, our Company will examine and arrange the conditions that the Experts should meet and manage the request as a project.
11.1.3 Based on the conditions for the Experts, our Company will use the Expert database that our Company owns and external resources to select Expert candidates.
11.1.4 Our Company will explain the project to the Expert candidates and confirm whether the candidate meets the conditions and wants to join the project.
11.1.5 If the Expert expresses their wish to join and accepts the project, our Company will connect the Client with the Expert.
11.1.6 The Client shall use their own methods or the tools that our Company provides to carry out transactions for knowledge sharing or business opportunities with the Expert (“Consultation”).
11.1.7 When the Consultation has ended, the Client and the Expert shall notify our Company of the project completion.
11.1.8 Upon receipt of the completion notice, our Company will complete the project management. After the project ends, the Client shall pay remuneration to the Expert in accordance with the amount and schedule agreed in advance. Our Company will receive the remuneration under Clause 13 on behalf of the Expert.
11.1.9. This Service is a service for matching Expert – individuals with industry knowledge – and Clients – who require that knowledge. The contract for sharing Expert’s knowledge is established directly between the Expert and the Client, and our Company is not a contracting party to that contract, except as otherwise provided in an agreement between our Company and Client.
11.1.10 From time to time, Consultations, Expert Matching, and Expert Solution engagements conducted through this Service may be recorded and/or transcribed by our Company, Clients, or their respective agents (for example, during live meetings, webcasts, conference calls, conferences, interviews, or similar events). By agreeing to these Terms and participating in such activities, the Expert acknowledges and agrees that such recordings and transcripts (“Recordings”) may be created and handled in accordance with these Terms, our Company’s Privacy Policy, and applicable laws.
11.1.11 As part of certain Clients’ compliance protocols, a professional or independent third party (in addition to the Client users) may monitor or chaperone phone or video Consultations, and their presence may not always be announced in advance.
11.1.12 In some projects, the Client’s own client (that is, our Company’s end client) may also join or listen to a Consultation in addition to the Client users. Such participation may not always be separately announced to the Expert and will be treated as part of the overall Client engagement under these Terms.
11.1.13 If an Expert does not wish a particular Consultation to be recorded, transcribed, or published, the Expert must inform our Company in writing before the Consultation is scheduled. In such cases, our Company will make reasonable efforts to accommodate the Expert’s request in consultation with the Client; however, if recording or transcription is a condition for the project, the Expert may be unable to participate in that Consultation.
11.1.14 The contents of Consultation through this Service may be transcribed and published for users who are registered with our “Expert Knowledge Bank” services or services provided by our partner companies.

11.2 Expert Matching for Sales
11.2.1 Our Company and the Client sign a contract for using this Service. The Client shall purchase the right to use this Service.
11.2.2 The Client shall ask our Company to match them with desired business partners. Based on the Client’s request, our Company will examine and arrange the conditions that the business partners should meet and manage the request as a project.
11.2.3 Our company will contact the Expert regarding the project to confirm whether they can introduce potential business partners or if they wish to participate in the Sales Meeting themselves.
11.2.4 If the Expert wishes to participate in the Sales Meeting, the Company will arrange the meeting. In this case, no compensation will be paid to the Expert.
11.2.5 If the Expert introduces potential business partners, the Company will subcontract to the Expert the task of introducing those partners to the Client. The Expert shall provide the Company with the information necessary for the Client to consider and conduct Sales Meetings with the potential partners.
11.2.6 The Company will introduce the potential business partners to the Client and confirm whether the Client intends to participate in the Sales Meeting.
11.2.7 If the Client expresses their wish to participate in the Sales Meeting, the Expert shall arrange the meeting between the potential business partner and the Client. A subcontract agreement between the Company and the Expert shall be formed at the time the Sales Meeting is arranged.
11.2.8 The Company may review whether the potential business partners are appropriate for introduction to the Client based on the information provided by the Expert. If the Company determines that the candidate is unsuitable for introduction to the Client, we will notify the Expert accordingly. Upon receiving such notification, the Expert may not introduce the candidate to the Company or the Client. Furthermore, the Company bears no obligation to explain or disclose the methods of review specified in this section.
11.2.9 Upon completion of the Sales Meeting with the candidate introduced by the expert, the Company will pay the expert a fee.
11.2.10 It is prohibited for Clients and Experts to exchange contact information of the referred parties prior to conducting Sales Meeting and for Experts to exchange money with referred parties.

12. Expert’s responsibility

12.1 Experts may only accept projects that Clients prepare for this Service and that our Company has explicitly approved.

12.2 If the Expert receives requests for additional business or projects from Clients, the Expert shall obtain clear approval from our Company before engaging in such work.

12.3 If a project does not satisfy the conditions provided in 12.1 or 12.2, the Expert shall not be paid for such a project.

12.4 When our Company inquires of the Expert about the Client’s projects, the Expert shall express the intention to accept or reject the project within 24 hours after the inquiry. In case of accepting the project, the Consultation shall be scheduled within 5 business days from the date of inquiry.
12.5 The Expert warrants that the information registered with our Company and the information submitted to our Company in connection with matching with Clients are accurate at the time of acceptance.

12.6 The Expert shall provide the Client with accurate and up-to-date information to the best of the Expert’s knowledge and expertise, based on their experience and qualifications at a level equivalent to the highest standards in the industry.

12.7 The Expert may not provide information that is not based on their own knowledge by referring to AI generators, etc. when using the Service, and may provide such information only if the Expert has clearly communicated that the information is from a third party.

12.8 The Expert agrees to obtain written permission from their employer prior to participating in Consultations when requested.

12.9 The Expert represents that any materials, regardless of format, that the Expert submits or uploads to our Company’s systems or otherwise provides to a Client or to our Company in connection with this Service, whether orally or in writing (collectively, “Expert Content”), are either the Expert’s own intellectual property or materials for which the Expert has obtained all necessary permissions or licenses. The Expert is solely responsible for such Expert Content and agrees not to provide any Expert Content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes the rights of any third party, or otherwise violates these Terms.

12.10 Unless the Company expressly authorizes in writing, the Expert shall not contact or engage third parties on behalf of a Client. If authorized, the Expert must (a) not present under false pretenses, (b) not identify the Client by name, (c) not claim to act as the Company’s or the Client’s employee, (d) not hire third parties without the Company’s and the Client’s written consent, (e) not solicit information the third party is bound to keep confidential, and (f) not offer anything of value without prior written consent from the Company and the Client.

13. Remuneration for Expert

13.1 Experts authorize the Company to receive remuneration paid by Clients on the Experts’ behalf, and the Company will pay the remuneration received to the Expert.

13.2 After the Consultation or Sales Meeting, the Company will transfer the remuneration received from the Client as specified in the preceding section to the Expert. Bank transfer fees shall be borne by the Company if the Expert resides in Japan, but the Expert shall bear such fees in the following cases:
13.2.1 If the Expert resides outside Japan or requests that the payment be remitted to a bank account outside Japan (the transfer fee shall be borne by the Expert from the first transfer); and
13.2.2 If the bank account information provided by the Expert is incorrect or incomplete and a re‑transfer is required (the transfer fee for the second and subsequent transfers).

13.3 The remuneration shall be paid in the manner set by our Company at the end of the following month after the Expert requests payment from our Company. The remuneration for Expert shall be retained by our Company during the aforementioned payment period and shall not bear any interest.

13.4 Without prejudice to this Clause, the Expert shall not be entitled to receive payment when our Company determines that the Expert has violated the prohibited acts stipulated in Clause 23, and if the Expert has already received payment for the activities involving such violation, our Company is entitled to recover such payments in full.

13.5 The Expert will not be entitled to any remuneration for preparation time, waiting time, or time reserved for a Consultation or other project that does not in fact take place, unless otherwise agreed in writing by our Company.

14. Payment terms and cancellation

The provisions of this section shall apply only when a separate agreement has been entered into for each service, or when an Expert has consented to the use of each service. Furthermore, if an Expert uses a service without making a specific request to the contrary, such use shall be deemed to constitute consent to the use of that service:

14.1 Expert Matching and Expert Solution
14.1.1 Payment for a phone Consultation will be calculated by the minute at minimum (unless otherwise agreed) and prorated by the minute thereafter, based on the applicable payment rate as provided by our Company at the time of registration as an Expert, unless otherwise agreed in writing by our Company from time to time. Within the first ten (10) minutes of the Consultation, the Client may terminate the Consultation if the Client decides that the Consultation is not helpful. In this case, the Expert will not receive any remuneration for the Consultation.
14.1.2 Payment for other engagements (e.g. face-to-face meetings, online surveys, staffing) will be based on the project scope, and the payment amount shall be agreed on a case-by-case basis.
14.1.3 With respect to a phone Consultation, payment will be made after our Company has confirmed the call duration with the Client and the Client’s accounting team (typically by the end of the calendar month of the Consultation).
14.1.4 If the actual Consultation exceeds the scheduled duration of the Consultation, the Consultation shall be provided to the Client free of charge for the first five (5) minutes immediately following the end of the scheduled duration, and the Expert shall not be entitled to any remuneration during such five (5) minutes. After expiration of the aforementioned five (5) minutes, the Expert shall be paid for every additional minute based on the applicable payment rate in accordance with the Terms.
14.1.5 In the event that the Client disputes the payment amount or the quality of work for the Consultation, our Company may choose to withhold payment until such dispute is resolved. The Expert agrees that, in the event of such disputes, our Company has the sole discretion and authority to resolve such disputes and the Expert agrees to be bound by such decision.
14.1.6 If the Client wishes to cancel the Consultation after matching with the Expert and before the implementation of the Consultation by the Expert, the Client shall notify the Expert of such cancellation immediately through this Service.
14.1.7 Under the Terms, even if the Expert can receive cancellation fees from the Client, the Expert shall prepare a project completion notice in accordance with Clause 11.

14.2 Expert Matching for Sales
14.2.1 Remuneration is payable only when a Sales Meeting between the Client and a potential business partner introduced by the Expert actually takes place; no remuneration is payable if the Expert themselves participates in the meeting.
14.2.2 Upon completion of the Sales Meeting between the Client and the potential business partner introduced by the Expert, the Company shall pay the remuneration to the Expert in the manner set by our Company.
14.2.3 The Company may cancel the transaction for the Sales Meeting with the Expert if the meeting was scheduled but did not actually take place; if the meeting was significantly lacking substance, such as ending after a few minutes of greetings, due to the referred party’s circumstances; if the participants or their backgrounds differed from the prior description; or if the Company reasonably determines that the meeting should be canceled for any other reason.
14.2.4 The Expert may cancel the transaction for the Sales Meeting with the Company if the referred participant is unable to attend the meeting, or if there is a significant change in the Client’s desired business partner that renders the meeting inappropriate.
14.2.5 If the Expert has already received remuneration, in the event of a cancellation pursuant to Paragraph 3 of this Article, the Company may, at its discretion, request a refund of such remuneration. In the event of a cancellation pursuant to Paragraph 4 of this Article, the Expert shall be obligated to refund any remuneration already received.
14.2.6 In the event that the Client disputes the quality of the Sales Meeting, our Company may choose to withhold payment until such dispute is resolved. The Expert agrees that our Company has the sole discretion and authority to resolve such disputes and that the Expert is bound by such decisions.
14.2.7 Neither the Company nor the Client shall have any obligation to make any monetary payments to the potential business partner.

15. Tax

Experts are responsible for tax processing in accordance with the tax laws of Japan or other countries where they have tax obligations.

16. Prohibition of solicitation

16.1 It is strictly prohibited to intentionally engage or negotiate with a Client, or to agree or sign agreements (in writing or orally) for the provision of services that the Expert provides through this Service, or similar services, to our Company’s Client during the period from registration as an Expert until the end of one (1) year after the end of the Client’s last project introduced by our Company, without our Company’s knowledge, except where otherwise agreed in advance with our Company. This section shall not apply to negotiations between the Expert or the Expert’s employer and the Client that occur after the Expert themselves participates in a Sales Meeting with the Client through Expert Matching for Sales. (For the avoidance of doubt, even if the Expert themselves participates in a Sales Meeting with a Client through Expert Matching for Sales, this provision shall not apply when the expert introduces other potential business partners; in such cases, all communication must be conducted through our Company. Furthermore, once a negotiation related to Expert Matching for Sales has concluded, this provision shall no longer apply.)

16.2 For any reason, hiring or soliciting employees of our Company or Clients introduced by our Company, directly or indirectly, is prohibited during the period from registration as an Expert until the end of one (1) year after the relationship between the Expert and our Company has been terminated.

17. Confidentiality obligation

17.1 The Expert agrees that, unless explicitly permitted in writing by our Company, the Expert shall strictly keep all information obtained about or in connection with this Service or any Consultation and Sales Meeting (hereinafter “Confidential Information“), including the details of Consultations, Sales Meetings, and surveys, confidential and non-communicable, and shall not disclose such information to third parties beyond the minimum extent necessary for participation in the Service.

17.2 If the Expert is required to disclose Confidential Information in accordance with applicable law, the Expert shall promptly notify and cooperate with our Company to prevent the disclosure of the Confidential Information by enforcing their rights or taking measures to be exempted from disclosure of the Confidential Information within the scope of applicable law.

17.3 The Expert shall not use Confidential Information except for the specific purposes set out above. The Expert shall not use Confidential Information for personal gain (including investment decisions or transactions) without prejudice to the above rule.

17.4 The confidentiality obligation set forth in the Terms shall survive even after disclosure of the Confidential Information by the Expert or others who have legal confidentiality obligations, until such information becomes known and available to the general public.

18. License and rights of contents

18.1 Project Content created for Clients
As part of a project, the Expert may provide insights, opinions, and other information orally (including during Consultations) and/or be asked to prepare reports, presentations, written responses, models, or other deliverables for a Client (collectively, “Project Content”). To the extent permitted by applicable law, the Expert hereby assigns and transfers to the relevant Client all right, title, and interest (including, without limitation, the rights set forth in Articles 27 and 28 of the Japanese Copyright Act) in and to such Project Content newly arising from the performance of the Services, excluding any rights held by the Expert or any third party as of the commencement of the relevant project, and agrees that any such newly arising Project Content shall be solely owned by that Client. The Expert hereby irrevocably agrees not to exercise and not to authorize any third party to exercise any moral rights (including, without limitation, the right of attribution and the right of integrity) that the Expert may have in any Project Content, as against the Client, its affiliates, successors, assigns, and licensees. The Expert shall, at the Client’s reasonable request and expense, cooperate with and sign such documents as may be reasonably necessary to enable the Client to secure, register, and enforce intellectual property rights in such Project Content.

18.2 Retained Content and license to Clients
Content that the Expert has created independently of any project under this Service (“Retained Content”) remains the Expert’s property, and the Expert retains all rights, title, and interest in and to such Retained Content. However, to the extent any Retained Content is incorporated into Project Content, the Expert grants to the relevant Client a perpetual, worldwide, royalty‑free, transferable license (with the right to sublicense) to use such Retained Content as part of the Project Content for any lawful purpose permitted under that Client’s agreement with our Company.
Without limiting the foregoing, the Expert agrees that each Client is free to use any ideas, concepts, know‑how, or techniques contained in any Expert Content provided to that Client through this Service for legitimate business purposes, including, but not limited to, developing, manufacturing, and marketing products or services.

18.3 Recordings, transcriptions, and the Company Content
Regarding the contents of transcribed Consultations and any other Recordings (as defined in Clause 11.10) created by or for our Company in connection with this Service, the Expert grants to our Company, without any compensation, an irrevocable, perpetual, non‑exclusive, assignable, fully paid‑up, royalty‑free, worldwide license (with the right to grant sublicenses through multiple tiers) and warrants and represents that our Company has the right to use, copy, publicly perform, publicly display, reformat, translate, extract, quote, and distribute such contents in whole or in part. In addition, the Expert grants to our Company, without any compensation, the right to create derivative works from all or any part of such contents, or to incorporate all or any part of such contents into other works, and to grant and approve the aforementioned sublicenses for purposes related to our Company’s services and promotions, or any and all purposes in relation thereto (including, but not limited to, commercial purposes such as advertisements and/or promotional purposes, and/or other lawful purposes), in accordance with our Company’s Privacy Policy and applicable laws. This Clause 18.3 is subject to Clause 11.13 regarding an Expert’s ability to request that a particular Consultation not be recorded or transcribed.
As between the parties, our Company or the relevant Client (as applicable) shall own any such Recordings created by or for them in connection with this Service.

18.4 Representations and responsibility for Expert Content
The Expert represents that any Expert Content (as defined in Clause 12.9) provided through this Service is either the Expert’s own intellectual property or is content for which the Expert has obtained all necessary permissions or licenses. The Expert shall not provide content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes the rights of any third party, or otherwise violates these Terms. To the extent permitted by applicable law, the Expert agrees to indemnify and hold harmless our Company and the relevant Client from any direct loss or damage arising from a third‑party claim that such Expert Content, when used in accordance with these Terms and any applicable agreement with the Client, infringes that third party’s intellectual property rights.

19. Compliance rules

19.1 The Expert shall not engage in the following Consultations:
19.1.1 Where the Expert is currently an employee, director, or board member of a company or group: sharing knowledge with or introducing potential business partners to a Client who is a direct competitor of that company or group.
19.1.2 Where the Expert is a lawyer or holds specific qualifications: participating in projects introduced through this Service if such intermediary actions are prohibited by law.
19.1.3 Where the Expert is an auditor or a former auditor: Consultations relating to the company or organization that the Expert or their employer is currently performing, or has performed, audits on within the past 3 years.
19.1.4 Consulting on investments in securities or similar financial products.
19.1.5 Consultations likely to violate the internal rules of the company to which the Expert belongs.

19.2 In addition, the Expert shall comply with the following rules:
19.2.1 Where the Expert is an employee or board member of a company that is going to issue securities through an initial public offering (IPO) or perform a takeover bid, or a company that is a target of a takeover bid, or a company that represents companies performing activities related to a takeover bid, the Expert shall reject all project requests until the IPO starts or during the period the takeover is conducted.
19.2.2 The Expert is not entitled to receive any remuneration from the Client other than through our Company in the form of payment for the work that the Expert has done for the Client, without our Company’s prior written consent.
19.2.3 The Expert is not allowed to permit third parties to share knowledge with Clients.

19.3 The Expert acknowledges familiarity with applicable anti‑corruption laws (including the U.S. FCPA, UK Bribery Act, Sapin II, Japan’s Penal Code, the Unfair Competition Prevention Act, and similar laws) and confirms they have received applicable anti‑corruption training where required. The Expert commits to comply with such laws and shall not offer, promise, give, solicit, or accept any payment, gift, or thing of value, directly or indirectly, (a) to influence an official act or decision or to benefit a government official, public international organization, or political party; (b) to obtain or retain business or to induce improper performance of a person’s duties; or (c) to improperly induce the disclosure of information. The Expert shall maintain appropriate records and internal controls to ensure compliance. Any suspected violation, or any request that appears to violate these requirements, must be reported to the Company immediately, and the Expert shall cooperate fully with any resulting investigation.

20. Reporting obligations

20.1 The Expert is obligated to report any Client asking questions that might be in violation of legal, regulatory, or contractual obligations or ethics, such as Clients who knowingly require Experts to reveal Confidential Information. The Expert should refuse to answer such questions, and if the Client repeatedly asks such questions, the Expert should suspend the Consultation and report this to our Company. Our Company will promptly investigate and address reported violations in accordance with its policies and procedures. Experts who report such violations in good faith will not be subject to retaliation or adverse action for doing so. Even if the Expert suspends a Consultation in accordance with this Article, our Company may, at its discretion, pay the full amount of the remuneration originally expected for the Consultation.

20.2 Post‑Project Attestation. At the Company’s or the Client’s request, the Expert shall promptly attest in writing to compliance with these Terms and any Client Confirmations following completion of a Project, including that the Expert did not disclose confidential, proprietary, or material non‑public information, did not infringe or breach any third‑party intellectual property or other obligations, complied with applicable laws and the Company’s compliance policies, and will not misuse Client information. Invoicing for a Project constitutes attestation to these conditions. Suspected breaches must be reported immediately to the Company.

21. Preparation of environment to use this Service

21.1 The Expert shall prepare the communication equipment, software, and all other equipment necessary to use this Service at their own expense and responsibility. In addition, when using this Service, the Expert shall, at their own expense and responsibility, select and connect to the Internet via telecommunications services or telecommunications lines.

21.2 The Expert shall refer to information provided by government authorities and similar bodies and maintain a secure environment to prevent computer virus infection, unauthorized access, and information leakage.

21.3 Our Company is not involved in the preparation of the environment for this Service by the Expert and is not responsible in any respect for such environment.

22. Disclaimer of our Company

22.1 Our Company is not involved in direct contact between the Expert and the Client and makes no representations or warranties, express or implied, regarding the projects introduced by our Company, and shall not be liable for any damages arising out from or in connection with such projects.

22.2 Injunctive relief
The Expert acknowledges that any breach or threatened breach of the provisions of these Terms relating to confidentiality, non‑solicitation, or the prohibited acts in Clause 23 may cause irreparable harm to our Company and/or Clients for which monetary damages may be an inadequate remedy. In such circumstances, our Company and/or the relevant Client shall be entitled, in addition to any other remedies available at law or in equity, to seek injunctive or other equitable relief to prevent or restrain such breach or threatened breach.

22.3 No duty to defend or provide legal counsel
The Expert is solely responsible for their own acts and omissions. Our Company has no obligation to defend the Expert, provide the Expert with legal counsel, or pay any legal costs or expenses on the Expert’s behalf in connection with any claim, investigation, or proceeding arising out of the Expert’s participation in this Service.

23. Prohibited acts

23.1 The Expert shall not do the following:
23.1.1 Use information obtained through this Service beyond the minimum extent necessary to join the Services, including reproduction, sale, publication, or other uses beyond private use.
23.1.2 Interfere with the operation of this Service, damage our Company’s reputation or credit, or engage in other acts that are likely to do so, such as intentionally transmitting or posting false information.
23.1.3 Engage in acts that may cause disruption to our systems or the provision of the Services, such as transmitting computer viruses or other harmful computer programs.
23.1.4 Provide falsified career information, such as educational background or employment history.
23.1.5 Engage in improper account use, such as allowing a third party to use an account or holding multiple accounts by a single individual
23.1.6 Violate the Terms, or any laws, rules, or regulations applicable to the Services.
23.1.7 Infringe any rights of users of this Service, Clients, or third parties, including intellectual property rights.
23.1.8 Buy, sell, or otherwise trade securities or similar financial instruments based on information obtained through this Service during the period of one year after participating in a Consultation or Sales Meeting (provided, however, that this shall not apply if such information is public at the time of participation).
23.1.9 Engage in acts that do not align with the purpose of this Service, including the use of this Service for political or religious activities, affiliate marketing, posting links unrelated to the Service’s purpose, engaging in Expert’s own sales activities, acts intended to solicit romantic relationships, spam posts or disruptive behavior, or providing benefits to antisocial forces.
23.1.10 Engage in acts that violate laws, regulations, or public order and morals, or acts that may do so.
23.1.11 For Expert Matching for Sales, engage in acts involving the exchange of money between the Expert and referred parties.
23.1.12 Engage in any other acts that our Company deems inappropriate.

23.2 If our Company determines that the Expert has violated any of the prohibited acts above, our Company may take necessary measures such as removal of the registered or posted information determined to fall under such violation and legal action based on connection information such as IP addresses without prior notice. In addition, the Expert shall be liable for any damages in the event of damage to our Company, Clients, or other users.

24. Withdrawal

24.1 The Expert may withdraw from this Service and cancel their registration as an Expert by notifying our Company in the manner prescribed by our Company.

24.2 In the case of withdrawal, if there is any debt owed to our Company, the due date on such debt shall be accelerated and the Expert shall immediately pay all debts to our Company.

25. No transfer

25.1 The Expert may not transfer the rights related to this Service to third parties or use them as collateral or security.

25.2 The position of Expert is personal and exclusive and cannot be assigned, renamed, or inherited.

26. Change of the Terms

If our Company considers it necessary, our Company may change the Terms without the prior consent of the Expert. The amended Terms shall take effect when they are displayed on our Company’s website or notified to the Expert, unless otherwise specified by our Company. After such changes to the Terms become effective, the Expert is deemed to have agreed to the amended Terms by using this Service.

27. Severability

If any provision of these Terms is held illegal, invalid or unenforceable by an arbitrator or court of competent jurisdiction, the remainder of these Terms shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid one that most closely reflects the parties’ intent.

28. Governing law

The validity, interpretation, performance and enforcement of the Terms shall be governed by the laws of Japan, without regard to any conflict-of-law principles.

29. Dispute Resolution

29.1 All disputes, controversies, or discrepancies arising out of or in connection with these Terms shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The place of the arbitration shall be Tokyo, Japan.

29.2 Arbitration decisions are final, mandatory, and binding on the parties. Unless otherwise specified by the Arbitration Tribunal, the costs of the arbitration shall be borne by the losing party.

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Dates

Issued on May 1, 2019.
Updated on July 10, 2023.
Updated on August 7, 2024.
Updated on October 23, 2024.
Updated on April 6, 2026.