Zaif Exchange Terms of Use

These Terms of Use prescribe the rights and obligations between Members (as described in Article 2, and including persons who were Members in the past) and Fisco Cryptocurrency Exchange Inc. (“we” or the “Company”) in connection with the online services “Zaif Exchange” and “Zaif Instant Exchange” that we provide (at the domain https://zaif.jp/; the “Services”). Before using the Services, please read the “Explanation on Important Matters” and the full text of these Terms of Use (which includes all rules, explanatory documents, and other various regulations, etc. relating to the Services and posted from time to time on our website; the same hereinafter).


Last update date: 11 22, 2018

Article 1 Scope of application of Terms of Use

  1. These Terms of Use apply to us and the Members (in this Article 1, including persons who were Members in the past) and prescribe all matters concerning the rights and obligations of the Company and the Members in relation to the Services.
  2. It is a condition precedent of using the Services that each Member understands the content of the full text of the Explanation on Important Matters and these Terms of Use and agrees that these Terms of Use prescribe all matters concerning the rights and obligations of the Company and the Members in relation to the Services.
  3. If the Member is a minor, the Member must obtain the consent of his or her legal guardian before using the Services.
  4. If the Member uses the Services, it will be deemed that the Member has agreed that these Terms of Use prescribe all matters concerning the rights and obligations of the Company and the Member in relation to the Services.

Article 2 Members

  1. A person who wishes to become a Member must submit a membership registration application in accordance with our prescribed procedures. We may decide to refuse a membership registration application at our discretion, and only a person who has been accepted by us may become a Member.
  2. After a Member completes registration for the Services, we may ask the Member to again submit necessary documents designated by us if it is necessary to perform identity verification at the time of a transaction as prescribed by relevant law and ordinance or we otherwise deem it necessary. If the Member does not submit such necessary documents (including cases such as where we do not receive any communication by our prescribed deadline, where the notification requesting submission that we sent to the address registered with us by the Member in advance is not delivered and is returned to us, and where we are unable to make contact at the telephone number, etc. registered with us by the Member in advance), we may, at our discretion, suspend all or part of our transactions with the Member or cancel the registration of the Member. We will not be liable for any damage incurred due to such measures.
  3. If the Member wishes to cancel his or her registration as a Member, the Member may cancel his or her Member registration in accordance with our prescribed procedures.

Article 3 Management of login ID and password

  1. The Member must manage his or her registered login ID and password at his or her own responsibility, and must not lend, assign, sell, or otherwise dispose of such information to a third party.
  2. We will verify the identity of the Member by confirming that the login ID and password entered when the user logs in to our website or uses the Services matches the pre-set login ID and password. If we treat the user as a genuine user as a result of such verification, transactions executed on the basis of such verification will be treated as valid unless the misidentification of the Member is due to reasons attributable to us.
  3. The Member bears all liability for damage caused by (i) leakage ID or password due to the reason attributable to the Member and (ii) unauthorized use or the like of his/her account by a third party using such leaked login ID and we will not bear any liability for such damage.
  4. If the Member becomes aware that the login ID or password has been stolen or is being used by a third party, the Member must immediately notify us to that effect and follow our instructions.

Article 4 Change of registration information

If there is any change to the registration information of a Member, the Member must notify us by our prescribed method without delay regarding the changed information, and submit the necessary documents requested by us.

Article 5 Notification pertaining to important public persons of foreign governments, etc.

  1. If a Member constitutes or comes to constitute any of the following, the Member must notify us to that effect without fail.
    (i) A foreign politically exposed person (PEP), etc. or a person who was a foreign PEP, etc. in the past
    (ii) A family member of a foreign PEP, etc.
    (iii) An entity whose substantive controller is any of the persons listed in (i) or (ii) above.
  2. If there is any change to a matter notified by a Member under the preceding paragraph, the Member must notify us to that effect without delay.
  3. “Foreign PEP, etc.” as prescribed in Paragraph 1 means a person in any of the following positions in a foreign country.
    (i) A head of state
    (ii) A position equivalent to the Japanese position of Prime Minister, Minister of State, or Senior Vice Minister
    (iii) A position equivalent to the Japanese position of Speaker or Vice Speaker of the House of Representatives or President or Vice President of the House of Councillors
    (iv) A position equivalent to the Japanese position of Justice of the Supreme Court or Judge of a High Court
    (v) A position equivalent to the Japanese position of Ambassador Extraordinary and Plenipotentiary, Envoy Extraordinary and Minister Plenipotentiary, Special Ambassador, government delegate, or plenipotentiary
    (vi) A position equivalent to the Japanese position of Chief or Vice Chief of Staff of the Joint Staff Office, Chief or Vice Chief of Staff of the Ground Staff Office, Chief or Vice Chief of Staff of the Maritime Staff Office, or Chief or Vice Chief of Staff of the Air Staff Office
    (vii) An officer of a central bank
    (viii) An officer of an entity with a budget that must be passed by resolution of, or requires the approval of, the parliament of a foreign state
  4. “Family member” as prescribed in Item (ii) of Paragraph 1 means a spouse (including a person with whom marriage is not registered but the circumstances are akin to a de facto marital relationship; the same applies below), parent, child, or sibling, or the parent or child of a spouse.
  5. “Substantive controller” as prescribed in Item (iii) of Paragraph 1 means a person as defined in Article 11(2) of the Act on Prevention of Transfer of Criminal Proceeds.

Article 6 Specifications of Service; license

  1. License
    1) We grant to each Member a license to use the Services in accordance with these Terms of Use.
    2) The Member may use the Services in accordance with these Terms of Use. However, such license to use the Services is solely for the purpose of the Member using the Services in the method permitted by these Terms of Use.
  2. Specifications 1) The functions and specifications of the Services are as stated in 4) below and as posted by us at https://zaif.jp. (including any webpages contained within this domain).
    2) Members hereby agree in advance that we may change the specifications of the Services from time to time at our own discretion; provided however, that this shall not apply and Paragraphs 3 and 4 of Article 18 shall apply if the change of the specifications thereof may affect any rights and obligations of Members.
    3) Members hereby acknowledge that the specifications of the Services may be modified from time to time, and must confirm the posted content prescribed in 1) above on a timely basis.
    4) The specifications of the Services are as follows. Members must understand each of the following specifications and hereby agree to them in advance.
    (i) The Services are not guaranteed to continue indefinitely.
    (ii) We may change the specifications of the Services from time to time in accordance with this Article.
    (iii) We make no guarantee that the data sent by Members upon using the Services will be reliably stored by use on an indefinite basis. Members are required to make their own backups of any important data that they do not wish to lose.
    (iv) Events may occur due to which it becomes impossible or difficult to continue providing the Services due to telecommunication environment faults, natural disaster, fire, war, acts of terror, or other reasons, and [in such case] we may suspend or terminate all or any part of the Services or our systems without giving Members notice in advance.
    (v) We may suspend or terminate all or any part of the Services or our systems without giving Members notice in advance for purposes such as performing maintenance (such as management and maintenance of systems) or performing upgrades to improve system function.
    (vi) We make every effort to ensure security, such as the Services not containing harmful content and security measures being effective, but we do not guarantee that the Services are secure or complete, or that they are free of bugs or defects.

Article 7 Electronic delivery

  1. Members consent to receiving electronic delivery of documents to be delivered pursuant to laws and ordinances, etc. in connection with the Services (including, but not limited to, the documents prescribed in the items of Article 17 of the Cabinet Office Ordinance concerning Virtual Currency Exchange Service Providers) to the extent not in violation of laws and ordinances, etc.
  2. We will send electronic data containing the matters to be stated in documents to be delivered pursuant to laws and regulations, etc. to the email address that the Member registers with us in advance. However, if required by law or ordinances, etc. or we otherwise deem it necessary, we will deliver the documents by our prescribed method.
  3. Members may rescind their consent under Paragraph 1. However, if such consent is rescinded, we may take necessary measures without giving advance notice.

Article 8 Account

  1. A Member holds an account by completing the registration procedures provided for in Article 2. Members may use the opened account to manage virtual currencies (meaning, of the virtual currency as defined in Article 2(5) of the Payment Services Act, those virtual currencies handled by us in the Services) and money, and to use the Services.
  2. A Member may add funds to his or her account for the purpose of engaging in transactions using the Services, by wire transfer to the deposit account at our designated financial institution or by such other methods as we prescribe. A Member may also deposit virtual currency into his or her account by our prescribed methods. Funds added or virtual currency deposited are deemed to have been added or deposited not at the time of completion of wire transfer or other procedures by the Member, but at the time at which we are able to reasonably confirm that such funds or virtual currency have been transmitted.
  3. If requested by a Member, we will comply with a request to refund money or send back virtual currency from the Member’s account in accordance with our prescribed methods. The Member must designate the recipient of the money (as prescribed in the following paragraph) or the recipient of the virtual currency at his or her own responsibility, and if we execute the transfer of money or virtual currency to such recipient in accordance with the instruction of the Member, we will not be liable in respect of such money or virtual currency. We also bear no responsibility for the accuracy or validity of the recipient information that the Member provides to us.
  4. The recipient of refunded money in the preceding paragraph must be a bank account or our prescribed prepaid card (“Designated Prepaid Cards”) in the name of the Member. However, refunds to Designated Prepaid Cards in the name of the Member can only be made if approved by us or the issuer of the Designated Prepaid Card.
  5. Other than the case where we separately notify the Member due to reasonable grounds, refunds of money under Paragraph 3 require one business day from the request date in principle (but in the case of refunding to a Designated Prepaid Card, [the number of days until] the day prescribed by the issuer of the Designated Prepaid Card) and sending back virtual currency requires two business days from the request date in principle. However, if a request for refunding money or sending back virtual currency is made by the Member but there is a shortfall in the money or virtual currency in the account, then we may cancel such request.
  6. If money deposited by the Member is not used for the purpose of purchasing virtual currency despite the passage of a long period of time, we may send such money by wire transfer to the designated bank account of the Member after notifying the Member but without obtaining the consent of the Member.

Article 9 Transactions

  1. The transactions that Members are able to execute in the Services are spot trading, instant exchange, margin trading, Bitcoin AirFX trading, Zaif Coin Reserve, and other transactions as prescribed by us, and the details of such transactions are as stated in our rules, explanatory documents, and other regulations, etc. By executing any of the foregoing transactions, Members are deemed to have agreed to such rules, explanatory documents, and other regulations, etc.
  2. When engaging in transactions using the Services, Members understand in advance that transactions conducted through the Services carry risks as set out below and that the specifications of the Service provided by us are as set out below. (i) The virtual currencies handled in the Services are neither Japanese currency nor foreign currency, and the value of the virtual currencies is not guaranteed by us or by any third party, including risks of declines in, or extinguishment of the value of, the virtual currencies.
    (ii) We make no guarantee in respect of the value, function, uses, or purposes of use of the virtual currencies handled in the Services. We make no guarantee to Members beyond what is prescribed in these Terms of Use in respect of information directly or indirectly obtained by Members from us regarding the Services or other Members.
    (iii) Each Member must research at his or her own responsibility and expense whether his or her use of the Services violates any laws or regulations, etc., internal rules of industry bodies, or the like that are applicable to the Member, and we make no warranty as to whether the use of the Services by the Member is in compliance with the laws or regulations, etc., internal rules of industry bodies, or the like that are applicable to the Member.
    (iv) All transactions, communications, disputes, and the like that arise between the Member and any other Member or a third party in connection with the Services or our website must be processed and resolved at the responsibility of the Member, and we do not bear any burden and costs of handling such matters.
    (v) We make no guarantee that we indemnify the Member against any losses caused by interruption, suspension, termination, inaccessibility, or changes to the provision of the Services by us, deletion or erasure of messages or information of the Member, cancellation of Member registration, erasure of data pertaining to the use of the Services, or fault or damage to devices, or for any other losses incurred by the Member in connection with the Services.
    (vi) Even if our website contains links to other websites or other websites contain links to our website, we make no guarantee that we indemnify the Member against any losses incurred by the Member in relation to websites other than our website or information obtained from such websites.
    (vii) We will cancel contracts in the Services pertaining to the virtual currencies we handle in the Services that are formed due to system errors. In this case, we make no guarantee that we indemnify the Member against any losses incurred by the Member due to such cancellation or otherwise in connection with the Services.
    (viii) We make no guarantee that we indemnify the Member against any losses incurred by the Member due to the future establishment or amendment of any law, cabinet order, regulation, rule, order, notice, prefectural or municipal ordinance, guideline, or other regulation concerning virtual currency (“Law or Ordinance”), or of any relevant tax systems (including consumption tax).
    (ix) We make no guarantee that we indemnify the Member against any losses incurred by the Member due to the future establishment or amendment of Law or Ordinance concerning virtual currency or of any relevant tax systems (including consumption tax) becoming retrospectively effective.
    (x) We make no guarantee that we indemnify the Member against any losses incurred by the Member in the event that the Member did not set adequate security settings pertaining to asset management, such as the Member not setting up two-step authentication.
    (xi) We make no guarantee in relation to the value, stability, or legality of the virtual currencies themselves. Also, we make no guarantee that we indemnify the Member against any losses incurred by the Member due to his or her inadequate understanding of the characteristics, mechanisms, market operations, and other matters pertaining to virtual currencies.

Article 10 Use of Service

  1. The Member may use the Services on condition that such use is: only during the period in which the Member is validly registered as a Member; within the scope of purpose of these Terms of Use and within the extent that does not breach these Terms of Use; and in accordance with our prescribed methods.
  2. All computers, software, and other devices, telecommunication lines, and other telecommunication environments, etc. that are required in order to receive provision of the Services must be prepared and maintained by the Member (including the installation of necessary apps) at the expense and responsibility of the Member.
  3. All security measures, such as for prevention of computer virus infections and prevention of unauthorized access and information leakage, must be taken by the Member at its own expense and responsibility in accordance with the environment in which the Member uses the Services.
  4. In accordance with applicable laws and these Terms of Use, the Member shall compensate for any damage the Member causes to us due to the Member breaching these Terms or Use or in connection with the use of the Services by the Member.

Article 11 Intellectual property rights

Members do not obtain any rights or interests relating to any text, images, or other content in the Services, including: copyright, moral rights of author, patent rights, trademark rights, utility model rights, design rights, or any right to receive such rights; commercial credit, logos or names, or ideas or know-how; or any other right or interest at law or in equity.

Article 12 Prohibited matters

  1. Members must not engage in any of the following activities in connection with the Services, whether directly themselves or indirectly through a third party or by any other means.
    (i) Activities that violate law or ordinance.
    (ii) Criminal activities.
    (iii) Activities that violate these Terms of Use.
    (iv) Activities that violate the internal regulations of industry associations to which we or the Member belong.
    (v) Activities that infringe the rights or interests of the Company, our officers or employees, sponsors, other Members, or other persons associated with us.
    (vi) Activities that infringe intellectual property rights, image rights, rights of privacy, reputation, or other rights or interests of the Company or other Members of the Services or any other third party (including activities causing these infringements directly or indirectly).
    (vii) Activities relating to money laundering or activities similar to this, activities relating to criminal activities, or activities that violate public policy.
    (viii) Depositing money for purposes other than to engage in transactions using the Services.
    (ix) Activities that constitute a redundant transfer of virtual currency or attempting to engage in such activities.
    (x) Using or attempting to use the Services for a purpose or method that is likely to cause damage to us, other Members, or any other third party.
    (xi) Engaging in behavior toward us or our employees that is inappropriate in light of general societal norms.
    (xii) Opening or attempting to open multiple accounts as the same person.
    (xiii) Opening or attempting to open an account in the name of another person (including a fictitious person).
    (xiv) Exploiting errors, bugs, security holes, or other defects in software of the Services.
    (xv) Activities such as sending computer viruses or other malicious codes to our administration servers.
    (xvi) Activities that destroy or obstruct the functions of our administration servers, hardware or network, or impose an unnecessarily excessive burden thereon.
    (xvii) Activities that, regardless of the means thereof, are likely to hinder the operation of the Services.
    (xviii) Using the Services for illegal purposes.
    (xix) Activities that obstruct the Services or services other than the Services.
    (xx) Making preparations to engage in, or starting to engage in, any of the foregoing activities.
    (xxi) Any activities that are similar to the foregoing and are contrary to the main purposes of the Services.
    (xxii) Activities that violate the representations and warranties in Article 14.

Article 13 Suspension or termination of Services

  1. We may, without notifying Members in advance, suspend or termination provision of all or part of the Services if:
    (i) we conduct regular or urgent inspection or maintenance of a computer system related to the Services;
    (ii) a communication line, a means of communication, a computer, or the like shuts down due to a fault;
    (iii) operation of the Services becomes impossible due to a fire, power failure, natural disaster, war, terrorism, or any other force majeure;
    (iv) assets managed by us are stolen or otherwise unlawfully withdrawn or transferred through hacking or any other means;
    (v) a system necessary to provide the Services becomes defective;
    (vi) we are to investigate unauthorized use or the like of user accounts;
    (vii) it is suspected that a criminal act has been conducted in light of information provided by an investigative agency or the like stating to the effect that the Services have been used for a criminal act, such as fraud, or in consideration of other similar circumstances;
    (viii) the liquidity of virtual currency decreases; or
    (ix) we otherwise judge that it is necessary to suspend the Services.
  2. We may terminate the provision of all or any part of the Services at our convenience. In that case, we shall notify Members in advance.
  3. We make no guarantee that we indemnify the Member against any losses incurred by the Member resulting from a measure taken by us under this Article 13.

Article 14 Representations and warranties regarding anti-social forces

  1. The Member represents and warrants to us that none of the Member itself, its officers, or its employees constitute an Anti-Social Force (as defined in Paragraph 2) and none of them have, either directly or indirectly, interacted with, provided funds or benefits to, transacted with, or otherwise been involved, with an Anti-Social Force; the Member guarantees that such situation will continue in the future, and warrants and guarantees that the Member does not now, and will not in the future, engage in, either by itself or by using a third party, any Anti-Social Acts (as defined in Paragraph 3).
  2. “Anti-Social Forces” as prescribed in the preceding paragraph means a person or entity falling under any of the following:
    (i) an organized crime group;
    (ii) an organized crime group member;
    (iii) a person for whom a period of five years has not elapsed since that person was an organized crime group member;
    (iv) a quasi-member of an organized crime group;
    (v) a corporation affiliated with an organized crime group;
    (vi) a shareholder meeting extortionist (sokaiya) or the like;
    (vii) a corporate extortionist acting under the guise of a social movement or political activity (shakai undo-to hyobo goro);
    (viii) a group or individual that in the context of having a relationship with an organized crime group plays a key part in structural injustice using force or through a financial connection with an organized crime group (tokushu chino boryoku shudan to);
    (ix) any other person or entity similar to those provided for in (i) through (viii) above; or
    (x) any person or entity who interacts or is in any way involved with a person or entity listed above, such as by cooperating or being involved in the maintenance, operation, or management of a person or entity listed above by means of financing or otherwise.
  3. “Anti-Social Acts” as prescribed in the preceding paragraph means an act falling under any of the following:
    (i) a violent demand;
    (ii) an unjust demand that exceeds the legal liability of that demand’s recipient;
  4. (iii) use of threatening language, behavior, or violence in connection with a transaction;
    (iv) spreading of rumors or use of fraudulent means or force to damage our reputation or to obstruct us; or
    (v) any other act similar to those provided for in (i) through (iv) above.

Article 15 Cancellation of registration

  1. If a Member falls under any of the following events, we may, without making prior notice or demand, suspend that Member from using the Services, cancel that Member’s registration, for the Services, suspend that Member from using, or cancelling that Member’s registration for, other services provided by us that are not part of the Services, or take other measures which we deem necessary and appropriate.
    (i) If the Member breaches, or we deem that the Member will likely breach, Article 12 or any other provision of these Terms of Use;
    (ii) If all or part of the registration information provided to us by the Member is false, inaccurate, or incomplete;
    (iii) If a payment of the Member is suspended, if the Member becomes insolvent, or if there is a serious doubt regarding the Member’s credit status;
    (iv) If a note or a check that was drawn or underwritten by the Member is dishonored or the Member is subject to disposition to suspend transactions with a clearinghouse or other similar disposition;
    (v) If a petition is filed in respect of the Member by itself or a third party for commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, commencement of special liquidation, or commencement of similar proceedings;
    (vi) If a petition for provisional seizure, provisional disposition, attachment, compulsory execution, or auction is filed against the Member;
    (vii) If the Member is subject to disposition for non-payment of taxes or duties;
    (viii) If the Member dies if a ruling is issued against the Member for commencement of guardianship, commencement of curatorship, or commencement of assistance, or if the Member is a minor, an adult ward, a person under curatorship or a person under assistance and engages in membership registration or other transactions with us without obtaining the consent of his or her statutory agent, guardian, curator, or assistant;
    (ix) If we pass a resolution for merger, dissolution, capital reduction, or assignment of all or a material part of its business;
    (x) If the Member has not used the Services for three months or more since the last time it used the Services and does not respond when contacted by us;
    (xi) If the Member cannot be reached by us via e-mail or telephone;
    (xii) If we determine based on reasonable grounds that any of the virtual currency or money deposited by the Member is related to criminal proceeds;
    (xiii) If the Member breaches Paragraph 1 of Article 14;
    (xiv) If we otherwise judge that it is inappropriate to continue the Member’s registration; or
    (xv) If we reasonably judge that any of the events (i) through (xiv) is likely to occur.
  2. If a Member falls under any of the items described above, the liabilities owed to us by that Member will automatically become due and the Member shall immediately pay all of its liabilities to us.
  3. We are not liable for damage incurred by the Member due to our conducting an act under this Article 15.
  4. Each Member may, by notifying us by the method prescribed by us, temporarily suspend its use of the Services or cancel its registration.
  5. Even if a Member has temporarily been suspended from using of the Services or has had its registration cancelled in accordance with the provisions of this Article 15, we are not liable to return documents, etc., that were received from that Member up to the time of such suspension or cancellation.

Article 16 Effective period

  1. The terms of the agreement relating to the use of the Services as prescribed in these Terms of Use will be for one year from the date on which the Member’s registration pursuant to Article 2 is completed during the period of provision of the Services by us; provided, however, that the agreement will automatically be renewed for another one year if neither of the parties expresses any objection thereto one month prior to the termination, and the same will apply thereafter.
  2. Notwithstanding the foregoing, the agreement relating to the use of the Services will be, in accordance with the provisions of these Terms of Use, terminated on the date on which a Member’s registration is cancelled or invalidated.

Article 17 Termination of agreement

  1. If the agreement relating to the use of the Services is terminated, any money or virtual currency deposited in account will be refunded or returned to the Member without delay, in accordance with the method prescribed by us. The Member must designate the bank account (limited to the Member’s own bank account) and the recipient of the virtual currency at his or her own responsibility, and if we execute the transfer of money and virtual currency to such bank account or recipient in accordance with the instruction of the Member, we will not be liable in respect of such money and virtual currency. We also bear no responsibility for the accuracy or validity of the bank account or recipient information that the Member provides to us.
  2. Notwithstanding the foregoing, any virtual currencies that may be difficult to return to the Member in their original condition by the method set out in the preceding paragraph may be converted into cash in accordance with the method prescribed by us and the sale proceeds therefrom be returned to the Member pursuant to the preceding paragraph.
  3. Notwithstanding the foregoing, any money (including the sales proceeds described in the preceding paragraph) that is difficult to be refunded to the Member by the method set out in the preceding paragraph may be, based on our discretion, refunded by remittance via registered mail, deposit, or by any other method deemed appropriate by us.
  4. Even if the agreement relating to the use of the Services is terminated, we are not liable to return documents, etc., that were received from that Member up to the time of such termination.

Article 18 Amendment of Terms of Use

  1. We may amend these Terms of Use in accordance with these Terms of Use and applicable laws.
  2. Each Member hereby acknowledges that these Terms of Use may be amended, and must (i) regularly view https://zaif.jp/ (including any webpages contained within this domain) and (ii) maintain an environment that enables the Member to receive emails from us sent to the email address designated as the address for receiving communications from us, and view the content of the emails sent from us to such email address.
  3. If we amend these Terms of Use, we will post a notice on https://zaif.jp/ to that effect and notify the Member at the email address designated as the address for receiving communications from us. If a Member does not agree to such amendments to these Terms of Use, the Member must cease using the Services and cancel his or her membership registration within 30 days from the date on which such notice is posted on the website.
  4. If the Member does not cancel his or her membership registration within 30 days from the date of the notice being posted on the website pursuant to the preceding paragraph, it will be deemed that the Member has agreed to such amendments to these Terms of Use, and the Member hereby consents in advance to such deemed agreement.

Article 19 No assignment

Neither we nor a Member may assign to a third party, cause a third party to succeed to, create a security interest over, or otherwise dispose of any rights or obligations or status as a party under these Terms of Use without the prior written consent of the other party.

Article 20 Disclaimer

  1. Except where due to willful misconduct or gross negligence by us, our representatives, or our employees, any liability of us to compensate for damage based on non-performance of obligations by us or our officers, based on tort, or based on another cause will be limited to the amount of fees already paid to us by the Member upon using the Services (but excluding the fees paid by us to third parties).

Article 21 Confidentiality

  1. “Confidential Information” means any information pertaining to the technology, sales, operations, finances, organization, or other matters relating to us that we provide, disclose, or otherwise make known to a Member, whether in writing, orally, in a recording medium, or by any other means, in connection with these Terms of Use or the Services. However, information that falls under any of the following items is excluded from the definition of Confidential Information.
    ① Information that, at the time it was provided, disclosed, or otherwise made known to the Member, was already publicly known or was already known by the Member.
    ② Information that, after it was provided, disclosed, or otherwise made known to the Member, was already publicly known or was already known to the Member.
    ③ Information that the Member duly obtained without the imposition of a confidentiality obligation from a third party who has the authority to provide or disclose the information.
    ④ Information that the Member developed independently without relying on Confidential Information.
  2. Members shall strictly manage Confidential Information with the due care of a good manager and shall use Confidential Information only for the purpose of using the Services.
  3. Members shall not provide, disclose, or divulge any Confidential Information of the Company to a third party without our prior written consent.
  4. Notwithstanding the provisions of the preceding paragraph, Members may disclose Confidential Information pursuant to law or an order, request, or demand of a court or government agency. However, if a Member receives such an order, request, or demand, it must promptly notify us to that effect.
  5. If requested by us, Members must promptly return or destroy (as instructed by us) all Confidential Information as well as any documents or other recording media on which Confidential Information is stated or contained, and all duplicates thereof.

Article 22 Personal information

  1. We will respect the privacy of Members and take the utmost care to ensure the security of the information we collect from Members in order to manage it safely.
  2. Information we obtain from Members will be handled in accordance with our Privacy Policy.

Article 23 Notifications

All inquiries regarding the Services and other communications and notifications from Members to us, and all notifications regarding amendment of these Terms of Use and other communications and notifications from us to Members shall be by our prescribed method, except as otherwise prescribed in these Terms of Use.

Article 24 Governing law; jurisdiction

  1. These Terms of Use are governed and shall be construed in accordance with the laws of Japan.
  2. The Osaka District Court shall have exclusive jurisdiction as the court of first instance for any dispute arising out of or in connection with the Services.