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Terms of Use ….

These Terms of Use (hereinafter referred to as the "Terms") prescribe the conditions for providing this Service (as defined below) and the right-obligation relationship between our Company and expert who uses this Service (“Expert”). When using this Service, please read the full text of the Terms and agree to the Terms.

1. Mission

Our Company's mission is “Share Human Capital, Empower Asia”. To promote this mission, our Company provides the following services: Expert with Consultation, Web Surveying, Short-term Staffing, Business Matching, and opportunities to participate in transactions that provide knowledge and resources in various forms and ways associated with such services (hereinafter referred to as "this Service").

2. Purpose and application of these Terms

(1) The Terms are intended to provide conditions for the provision of this Service and the rights-obligation relationship between our Company and Expert regarding the use of this Service, applicable to all the relationships related to the use of this Service between our Company and Expert.
(2) If there is any discrepancy between the content of the Terms and the explanations of this Service which is not in accordance with the above rules and the Terms, the provisions of the Terms shall be prevailing.

3. Register to use

(1) To use this Service, it is necessary to register as an Expert in accordance with the Terms.
(2) The registration as an Expert may only be done with one’s official name. Our Company may also request to submit a public document to confirm the individual.

4. Usage eligibility

(1) Do not register as an Expert in the following cases.
① In the case of the occurrence or risk of conflict of interest by registering as an Expert.
② In the case of a minor, adult ward, person under curatorship warrantee, person subject to a limited guardianship, and persons who do not have consent from their legal representative, guardian, curator and limited guardian.
③ Where the registration as an Expert is strictly prohibited by the law, rules or regulations.
④ Other cases that our Company considers inappropriate.
(2) Those who apply for Expert registration express and guarantee that the following matters are all true when applying.
① Information entered when entering registration information
② There is no violation of contract signed with third party individuals/legal entities (including but not limited to the employer, the previous employer of Expert; or an individual/legal entity that Expert will provide (or has provided) consulting services to; or an individual/legal entity that is (or has been) the contact point for Expert to provide consulting services, or violation of other legal obligations.
③ There is no violation of the work, obligations, motto and professional rules stipulated by third party individuals/legal entities (including but not limited to the employer, the previous employer of Expert; or an individual/legal entity that Expert will provide (or has provided) consulting services to; or an individual/legal entity that is (or has been) the contact point for Expert to provide consulting services); due to the accession or participation of Expert.
④ Do not disclose secrets, exclusive information (including trade secrets) that are not owned by Expert due to accession or participation of Expert.
⑤ Do not notify or disclose to the third-party internal information (non-public information) related to the public company or the public interest due to accession and participation of Expert.
⑥ Do not violate the laws, rules and regulations due to accession and participation of Expert.
⑦ In the past, Expert has not been convicted of any crimes, has not been sued for breach of confidentiality and good of care and has not been targeted for investigation of the Financial Instruments and Exchange Law violation.
(3) Our Company may refuse the applicant to register as an Expert regardless of prior or subsequent user registration without notifying the reason and may delete the account after registration if any of the following matters applies.
① In the case of having violated these Terms or having received a disposition such as cancellation of membership status of this Service.
② If there is a risk of violating the Terms.
③ In the case where it is found that there is false information in the registration information and that the matters stated and guaranteed in the previous clause are false.
④ Other cases that our Company considers inappropriate.

5. In the case of corresponding to the following types of professions, the registration as an Expert shall be made after agreeing to the following points.

(1) Official
Officials may not register as an Expert in the case of being prohibited from providing knowledge as an Expert in accordance with the laws and rules. In addition, it is the case that others operating in public positions such as the government (or government agency); organizations, enterprises or entities owned or controlled by the government; officials, or candidate for representative of public international organizations or political parties, shall agree not to argue about established issues, laws, regulations, policies, contracts or other activities that the person has the right to vote or may cause other effects.
(2) Investment advisory
Our Company's service is not a financial product offering or an investment advisory. Expert is also not allowed to provide such services to clients (in this Terms, means any person who requests for the services of Expert through this Service) (hereinafter referred to as “Client”).
(3) Lawyer
Do not disclose information about your Client. Also, do not violate the obligations and rules of a lawyer.
(4) Auditor
Existing auditors or former auditors shall agree not to mention other enterprises or organizations that are conducting the audit themselves or have performed audits within the past 3 years.
(5) In addition, when providing knowledge to Client, Expert needs to ensure the necessary qualifications if requested in some way.

6. Competition prohibition

For services related to Client who is direct competitors of a company in which Expert is an incumbent director, trustee, officer, board member or employee (or a company in which Expert is in the same position), our Company agrees that Expert’s services will not be provided through this Service.

7. Changes in registration information

If there is a change in the registration items, the change shall be notified without delay according to the method established by our Company.

8. Password and user ID management

(1) Expert is responsible for managing their mail address and password. Our Company is not responsible for any loss or damage that Expert may suffer due to incorrect or fake registration information.
(2) When confirming that the mail address and password are entered at the time of login matching the registered mail address and password, our Company will treat that login as the true Expert login and used by Expert.

9. Personal information protection

In this Service, personal information shall be handled in accordance with the personal information protection policy defined separately by our Company.

10. Service use

This Service shall be used by members themselves and shall not be used by third parties.

11. Content of this Service

Through this Service, our Company provides a platform and support services to give the opportunity to provide knowledge and business opportunities to Client and Expert.
(1) Our Company and Client jointly sign a Service Use Contract. Client shall buy the right to use this Service.
(2) Client shall ask our Company to connect with the necessary Expert. Based on the request of the Party, our Company will seek and arrange the conditions that Expert should prepare and manage it as a project.
(3) Based on the conditions of Expert, our Company will use Expert database that our Company owns and resources outside our Company to select Expert candidates.
(4) Our Company will conduct a project explanation by Expert candidates and confirm whether the candidate meets the conditions and wants to provide the service or not.
(5) In the case that Expert expresses his wish to join the project and receive trust, our Company will proceed to connect Client with Expert.
(6) Client shall approve the methods that it owns or the tools that our Company provides to carry out transactions that provide knowledge or negotiate business with Expert (“Consultation”).
(7) At the stage where the Consultation has ended, Client and Expert shall carry out the project completion notice for our Company.
(8) Upon receipt of the completion report, our Company will complete the project management. After the project ends, Client shall pay remuneration to Expert, based on the Terms. Our Company will receive the remuneration under Clause 14 on behalf of Expert.
(9) This Service is Expert connection service - someone with knowledge in the industry, and Client - who requires that knowledge. The contract for the provision of knowledge of Expert is a contract established directly between Expert and Client. Our Company is not a contracting party.

12. Expert's responsibility

(1) Expert may only accept projects that Client prepares separately, or projects that our Company has explicitly approved.
(2) In case Client has additional business or project requirements, Expert shall receive clear approval from our Company before starting work.
(3) Among the projects that Client has prepared, projects that do not receive explicit prior approval from our Company shall not be paid.
(4) If Expert takes charge of the Client’s case by our inquiry, Expert shall express the intention of acceptance or rejection within 24 hours after the inquiry. In case of receiving a project, it shall be planned within 5 business days from the date of inquiry.
(5) Expert shall conduct all projects for Client appropriately and diligently with the equivalent of the highest qualification in the industry.

13. Usage fee for this service

(1) In the case that Expert receives a project from Client through this Service, Expert shall pay the service usage fee regulated by our Company.
(2) Our Company may receive fees for using the service mentioned above, after depreciating from the remuneration received from Client in accordance with the following provisions.

14. Remuneration for Expert

(1) Expert entrusts our Company to receive the remuneration paid by Client.
(2) Our Company will base on the trust service in the above clause and give the money to Expert after deducting the fee that Expert shall pay to our Company as stipulated in the above clause, from the remuneration that our Company, on behalf of Expert, receives from Client (hereinafter referred to as"remuneration for Expert").
(3) After the Consultation, our Company will transfer the remuneration for Expert stipulated in Clause 14.2 to Expert on behalf of Client. All charges and fees (including remittance fees) relating to the transfer, whether local or international bank transfer, of the remuneration for Expert shall be borne by Expert.
(4) The remuneration for the Consultation shall be paid in the manner set by our Company at the end of the following month after Expert requests the payment to our Company on our Company website. For clarity, the remuneration for Expert shall be retained by our Company during the aforementioned payment period and shall not be subject to any interest.
(5) Under the provisions of the Terms, even if Expert can receive cancellation fees (cancellation charges) from Client, it shall still comply with the provisions of the previous clause and Expert shall prepare a project completion report.
(6) Payment for a phone Consultation will be based on a one (1) minute minimum (unless agreed otherwise), and prorated to the nearest every minute thereafter, based on the applicable payment rate as provided by our Company at the time of the 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, Client can choose to terminate the Consultation call if Client decides that the Consultation is not helpful for Client. In this case, Expert will not receive remuneration of any kind for the Consultation.
(7) Payment for other engagements (e.g. face-to-face meeting, online survey, staffing) will be based on the project scope and the payment amount to be agreed on a case by case basis.
(8) With respect to a phone Consultation, payment will be made after our Company has confirmed the call duration with Client and Client’s accounts team (typically by the end of the calendar month following the Consultation).
(9) If the actual Consultation exceeds the scheduled duration of the Consultation, the Consultation shall be provided to Client free of charge for the first five (5) minutes immediately following the end of the scheduled duration, and Expert shall not be entitled to any remuneration during such five (5) minutes. After expiration of the aforementioned (five) 5 minutes, Expert shall be paid for every minute based on the payment rate in accordance with the Terms.
(10) In the event that 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. Expert agrees that in the event of any such payment disputes, our Company has the sole discretion and authority to resolve such disputes and Expert agrees to be bound thereby.
(11) Without prejudice Clause 23 of the Terms, Expert shall not be entitled to receive payment for the Consultation in the event our Company determines that Expert has violated the prohibited acts stipulated in Clause 23, and to the extent, Expert has already received payment for the Consultation or activities involving such violations, our Company is entitled to recover such payments in full.

15. Handling of cancellation

(1) If Client wishes to cancel the Consultation after the matching with Expert is established and before the implementation of the Consultation by Expert, Expert shall notify the cancellation immediately through this Service.
(2) If Client has cancelled according to the preceding clause, a cancellation fee is provided as follows.
① Cancellation two days prior to the scheduled date of the Consultation or before that date (Japan time): USD 0.
② Cancellation after the previous day of the expected Consultation execution date (Japan time): 50% of the agreed payment.
(3) In the case where Client has cancelled the Consultation and our Company has accepted the remuneration on behalf of Expert, our Company will return the money to Client. However, in the case that a cancellation fee incurs, our Company will return the remaining amount after deducting the cancellation fee.

16. Tax handling

Expert is responsible for tax processing according to the tax laws of Japan and other countries where the taxation obligation is applied.

17. Prohibition of solicitation

(1) It is strictly prohibited to intentionally engage or negotiate with Client, to agree or sign agreements (by written or oral) with during the period calculated from the registration as an Expert until the end of one (1) year after the end of Client’s project that our Company last-introduced, without passing our Company on the provision of services that Expert provides and other similar services to our Company's Client, except in the event of any agreement made in advance with our Company.
(2) For any reason, hiring or soliciting employees of our Company or Client first referred to by our Company directly or indirectly is prohibited during the period calculated from the registration as an Expert until the end of one (1) year after the relationship between Expert and our Company has been cancelled.

18. Confidentiality obligation

(1) Expert agrees that unless explicitly permitted in writing by our Company, Expert will strictly keep all information obtained about this Service (hereinafter"Confidential Information") confidential, non-communicable and does not disclose to a third party.
(2) If an Expert is required to disclose confidential information in accordance with the applicable law, Expert shall promptly notify our Company to that effect and cooperate with our Company to prevent the disclosure of confidential information within the scope of the applicable law or to take measures to be exempted from disclosure of confidential information.
(3) Expert shall not use the Confidential Information except for the specific purpose based on the condition. Expert shall not use Confidential Information for personal gain (including investment decisions or transactions) without adding any restrictions to the above rule.
(4) The confidentiality obligation set forth in the Terms shall survive the disclosure of the confidential information and general availability, regardless of the disclosure of Expert or other persons who have legal confidentiality obligations.

19. Compliance rules

Expert shall not engage in the following Consultations:
(1) If Expert is currently an employee, a director, or an officer of a specific company/group, provides knowledge to Client who is a direct competitor of the company/group: The provision of knowledge to an applicant who is a direct competitor of the respective company or organization
(2) Where Expert is a lawyer or other expert: Corresponding operation in case the introduction of a project from a third party is prohibited by the law.
(3) Where Expert is an auditor or a former auditor: The Consultation relating to the company that Expert itself or the employer is currently performing the audit or related to the organization that Expert itself or the employer has performed audits in 3 last years.
(4) Consulting profession on investing in valuable securities, etc.
The Consultation is likely to violate the internal rules of the company that Expert is attached to.
In addition, Expert shall comply with the following rules:
(1) Where Expert is an employee or board member of a company that issues securities through initial public offering (IPO), the company that performs takeover bid, the company that is the target audience, or the company that represents the company to perform activities related to a public offering, it shall reject all project requests until the corresponding IPO starts or during the period of corresponding public bids being conducted.
(2) Expert is not entitled to receive any remuneration from a company other than our Company in the form of wages for the business that Expert has made to Client, without our Company's prior written consent.
(3) Expert may not allow a third party to provide knowledge to Client.

20. Preparation of used environment

(1) Expert shall prepare the communication equipment, software, and all other equipment necessary for using this Service at their own expense and responsibility. In addition, upon using this Service, Expert shall choose at its own expense and responsibility and connect to the Internet via telecommunications services or telecommunications lines.
(2) Expert shall refer to the information provided by concerned authorities to maintain confidentiality, such as prevention of computer virus infection, unauthorized access and information leakage, depending on its usage environment.
(3) Our Company does take any part in the use environment of this Service by Expert and assume no responsibility.

21. Disclaimer of our Company

Our Company is not involved in the contact between Expert and Client, as well as has no obligation or responsibility to Expert and Client regarding the matter prepared by our Company.

22. Prohibited acts

(1) Expert shall not do the following:
① Acts that infringe the rights of the user of this Service or a third party
② Acts to use information obtained through this Service beyond the scope of reproduction, sale, publication or other private use
③ Acts that interfere with the operation of this Service or damage our Company's credit or acts that are likely to do so.
④ Acts of transmitting information including computer viruses and other harmful computer programs.
⑤ Acts of spoofing careers such as educational background.
⑥ Acts of violating the Terms.
⑦ Other acts that our Company deems inappropriate.
(2) If our Company determines that the above prohibited acts are applicable, our Company may take necessary measures such as cancellation of the registered information determined to fall under the Usage and Prohibition Act without prior notice. In addition, Expert shall be liable for any damages in the event of damage to our Company or other users.

23. Withdrawal

(1) Expert may withdraw from this Service and cancel their registration as an Expert by notifying our Company in a manner prescribed by our Company.
(2) In the case of withdrawal, if there is a debt owed to our Company, Expert naturally loses the due date on any debt owed to our Company and immediately pays all debts to our Company.

24. No transfer

(1) Expert shall not transfer the rights related to this Service to a third party or use them as mortgages or collaterals.
(2) The position of Expert is personally exclusive and cannot be traded, changed in name or inherited.

25. Change of this Article

In case our Company considers it necessary, our Company may change the Terms according to its judgment without prior consent of Expert. The amended Terms shall take effect from the time they are displayed on our Company website or notified to Expert, unless otherwise specified by our Company, and after changes to the Terms become effective, Expert is deemed to have agreed to the amended Terms by using this Service.

26. Governing law

The validity, interpretation, performance and enforcement of the terms and conditions of the Terms shall be governed by the laws of Japan regardless of any conflict of legal provisions.

27. Arbitration agency

(1) All disputes, controversies or differences arising out of or in connection with the 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.
(2) Arbitration decisions are final, mandatory and binding on the parties. Unless otherwise specified by the Arbitration Committee, the costs of the arbitration shall be borne by the losing party.

Updated on 18th February 2020.