Terms of Service

1.To use the System as a Client or Engineer, Users must agree to these Terms of Service and complete the registration application by entering and submitting the required information through the System’s registration page. By submitting the registration application, the Company considers that the applicant has agreed to these Terms of Service.

2.Clients must be legal entities located in Japan and, in principle, must register a payment credit card and pass the transaction insurance service’s transaction screening. Additionally, the Company conducts a registration review based on separate criteria.

3.Engineer registration requires registering and verifying an account with the online payment processing service designated by the Company as the payment account for remuneration. Engineers must be at least 18 years old to register, regardless of their place of residence.

4.Registration is considered complete when the Company notifies the applicant of the approval or issues the necessary account information (such as an ID and password) for using the System as a Client or Engineer.

5.The Company may deny or cancel the registration of an applicant if any of the following circumstances are identified. In such cases, the Company is not required to inform the applicant of the cancellation reason:

• The applicant has previously violated the terms of service or rules of systems or services operated by the Company.
• The content submitted in the registration application contains false information, errors, or omissions.
• The applicant has impersonated a third party or registered with fraudulent intent.
• The Client fails to register a credit card or does not pass the transaction insurance service’s screening.
• The Client is not a Japanese legal entity or does not meet the Company’s prescribed screening criteria.
• The Engineer fails to register or verify an account with the designated online payment processing service.
• The Engineer is under 18 years old at the time of registration.
• The applicant is identified as a member or associate of an organized crime group, has not yet passed five years since leaving such a group, or has affiliations with companies associated with organized crime groups and similar entities, commonly referred to as “antisocial forces.” The Company may also deny registration if it determines that the applicant has any relationship with antisocial forces, such as through cooperation or involvement in their maintenance, operation, or management by providing labor, funding, or other means.
• Any other case where the Company deems the use of the System inappropriate based on its transaction standards.

6.The preceding sections’ provisions do not obligate the Company to verify the truthfulness of the applicant’s registration information. The Company does not guarantee the accuracy of the registration information provided by the applicant.

1.If there are any changes to the information provided during the registration application or any other information notified to the Company regarding the System, Clients and Engineers must update the information themselves through the System, if possible. For any changes that require processing by the Company, Clients and Engineers must promptly report such changes to the Company.

2.The Company assumes no responsibility for any damages resulting from Clients or Engineers not updating their registration information or if the registration information provided by Clients or Engineers is incorrect.

1.The System’s business matching function aims to provide a platform and opportunities for Clients and Engineers to directly enter into outsourcing contracts.

2.The Company does not become a direct party to the outsourcing contracts (hereinafter referred to as “Outsourcing Contracts”) established between Clients and Engineers through the System. The rights and obligations of Outsourcing Contracts are solely between the Clients and Engineers. The Company assumes no responsibility for the execution, cancellation, termination, modification, warranties, or any disputes arising from the Outsourcing Contracts. Furthermore, the Company is not liable for any damages incurred by the Client or Engineer through Outsourcing Contracts.

3.The Company’s obligations concerning the business matching function within the System are limited to the following:

• The obligation to provide and operate the business matching function.
• The obligation to pay Engineers the remuneration based on the Outsourcing Contracts that the Company receives from Clients through Escrow payment for the work completed and for which the Engineers have acquired the right to claim payment.

Depending on whether the User is a Client or an Engineer, System usage fees will be incurred at the following times:

• Client: When the Outsourcing Contract is established between the Client and the Engineer through the System.
• Engineer: When the Engineer submits a work report based on the Outsourcing Contract and the Client approves the report.

1.Clients must accurately input the details and conditions of the work they are delegating through the System, following the procedures specified by the System. Clients must not provide any information that could lead to business outsourcing contracts outside of the system, such as poaching or direct transactions. Engineers must respond as faithfully as possible to client inquiries.

2.If a Client offers an Outsourcing Contract to a specific Engineer through the System and the Engineer accepts it through the System, the Client must complete the Escrow payment by the day before the work commencement date. This payment must be processed in Japanese yen through the Company’s designated credit card company, including the specified usage fee and consumption tax. Once the Escrow payment is complete, the System will establish the Outsourcing Contract between the Client and the Engineer. If the Escrow payment is not completed within one week, the client’s outsourcing offer will be cancelled.

3.Engineers must perform the work in accordance with the Client’s established Outsourcing Contract. During the contract period, Engineers must report the work hours and content to the Client via the System as appropriate. Once the Client approves the work report through the System, the right to claim remuneration for the reported work arises. The Company will not be involved in whether the Client approves the work report; discussions between the Client and Engineer should resolve any approval issues.

4.The Outsourcing Contracts established between Clients and Engineers through the System are not employment contracts or similar labor contracts in any sense, and any actions that may be interpreted as such are prohibited.

5.The Company reserves the right to take appropriate measures, such as suspending the involved party’s use of the System, if the Client or Engineer fails to fulfill the obligations outlined in an established Outsourcing Contract.

The Company will pay remuneration to Engineers for Outsourcing Contracts. The Company will receive the remuneration from the Client through Escrow payment and will then pay the Engineer in US dollars within five business days from the date the Engineer’s right to claim remuneration arises, after deducting the System usage fees specified by the Company. The exchange rate for conversion to US dollars will be based on the rate at the time the Client makes the offer to the Engineer for the relevant Outsourcing Contract.

1.All copyrights (including those specified in Articles 27 and 28 of the Copyright Act of Japan) and other intellectual property rights (such as Patent Rights, Utility Model Rights, Design Rights, Trademark Rights, Industrial Property Rights, and the right to apply for the registration of these rights) for the deliverables transferred to the Client by the Engineer’s work shall transfer from the Engineer to the Client upon the Client’s approval of the Engineer’s work report. The Engineer also agrees not to exercise any of the Author’s Moral Rights regarding the deliverables.

2.If the Client wishes to request changes, modifications, or other confirmations from the Engineer regarding the deliverables to which the rights belong based on the preceding paragraph, the Client must do so before approving the Engineer’s work report. After approval, the Client will not have the right to request changes, modifications, or other confirmations from the Engineer regarding these deliverables unless the Engineer consents.

Without prior approval from the Company, Clients and Engineers cannot engage in any direct or indirect communication or transactions related to the Outsourcing Contract. If Clients and Engineers wish to communicate or transact directly without using the System, the Client must pay a referral fee of 500,000 yen (excluding tax) to the Company for each outsourcing project. After paying the referral fee, the Client and Engineer can conduct subsequent communications and transactions about the project outside the System, without incurring any System usage fees.

1.When a Client or Engineer transmits and registers data through the System, the responsibility for the content of such data lies with the respective Client or Engineer.

2.The Company may check the data transmitted and registered by Clients or Engineers through the system, either before or after the fact, to ensure it does not fall under any of the categories listed in the following section. If the Company determines that the content of the data is problematic or if it is necessary for the smooth operation of the System, the Company may choose not to disclose, delete, modify, revise, or otherwise edit such data to the necessary extent.

3.Clients or engineers must not transmit or register any data through the system that falls or may fall under any of the following categories:

• Data that falls under any of the Prohibited Activities listed in Section 8.1.
• Data that has the potential to significantly disrupt the System’s order or public morals.
• Data that is false, contrary to fact, exaggerated, or potentially dangerous to third parties, which may confuse other Clients or Engineers.
• Data that can be perceived as numerous, simultaneous postings of the same content (multiple posting).
• Data that includes concealed characters or codes understandable only to specific groups, which the Company deems inappropriate for the operation of the System.
• Data that contradicts the System’s theme and purpose.
• Any other data that the Company considers to be inappropriate in content or expression.

4.The Company may issue warnings or improvement directives to Clients or Engineers who transmit or register data in violation of the preceding section. If such Clients or Engineers do not comply with these warnings or directives, the Company may take measures it deems appropriate, including suspending the use of the System.

1.Clients or Engineers may cancel their accounts at any time by following the prescribed cancellation procedures as indicated on the System. However, if there are any ongoing or incomplete work assignments established through the System, the account cannot be canceled until those assignments are completed or terminated.

2.If Clients or Engineers have any outstanding debts to the Company at the time of cancellation under the preceding section, they must pay the full amount of the debt to the Company immediately after the cancellation.

1.The Company provides support services to handle User inquiries about the System’s use. The Company will accept inquiries for support services using the methods listed on the System’s contact page.

2.The Company’s support response does not guarantee the completion date of support or resolution of specific issues.

The Company, in principle, will not use User registration data (all data registered by Users through the System) for purposes other than operating the System. However, the following uses of information and data, excluding personal information, are possible:

• Used by the Company or third parties for the development, manufacturing, sales, research, analysis, statistics, or marketing of commercial products or services, or for technological inventions, ideas, creations, research, analysis, or statistics.
• Used to enhance, improve, add features to, research, investigate, or analyze the performance or functionality of the System (including usage as learning data for improving the System’s automatic translation features).
• Utilized when the System collaborates, partners, or cooperates with other websites or services operated by the Company or third parties.
• Included in media materials and sales materials produced by the Company for the System.
• Used in advertisements and promotional activities for the System, including on social media, websites, or magazine media.
• Utilized for operations conducted by the Company in accordance with these Terms of Service.
• Any additional use that is incidental to or related to the previously mentioned purposes.

1.The Company may outsource or collaborate with third parties deemed appropriate by the Company for tasks related to the development, operation, improvement, troubleshooting, and maintenance of the System.

2.Users agree in advance that the Company may disclose user-related information and data, including data transmitted and registered through the System, to such third parties or collaborators to the extent necessary for them to perform their duties, provided that the Company has entered into a confidentiality agreement with them.

1.The Company may temporarily suspend the operation of the System to conduct maintenance or configuration tasks with prior notice to Users. In cases of emergency or unavoidable circumstances, however, the Company may provide notice after the fact.

2.The Company may stop or interrupt the operation of the System without prior notice to Users if any of the following circumstances occur:

• Emergency maintenance or configuration tasks are required.
• The operation of the System becomes difficult or impossible due to force majeure, such as computer virus damage, fire, power outages, or natural disasters.
• Unauthorized access or attacks by third parties make the System’s operation difficult or impossible.
• Third parties, such as server operators, telecommunications carriers, or data center operators, face circumstances beyond their control that lead to the unavailability of services related to the System or the non-provision of these services.
• Other unforeseen circumstances or technical or operational reasons make the System’s operation difficult or impossible.

The Company may terminate the provision of the System under any of the following circumstances:

• The Company has notified Users at least two weeks in advance of the termination date.
• The provision of the System must be terminated due to force majeure, such as natural disasters.

1.Except in cases of intentional or gross negligence by the Company, deficiencies, interruptions, modifications, delays in provision, data corruption, and data loss related to the System shall not constitute grounds for claims for damages. The Company shall not be liable for damages arising from causes beyond its control, special circumstances regardless of the Company’s foresight, indirect damages, consequential damages, or lost profits.

2.The Company’s liability for damages related to the System and these Terms shall be limited to the total amount of System usage fees received from the relevant User, except in cases where the Company has caused damage to the User through intentional or gross negligence.