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Terms of service

Article 1 (Application of these Terms of Service)

1. The purpose of these ShareFair Terms of Service (these "Terms") is to set forth the rights and obligations of ShareFair Inc. ("ShareFair") and, clients registered with ShareFair ("Registered Client(s)") and advisors registered with ShareFair ("Registered Advisor(s)") regarding the use of the ShareFair Matching Service (the "Service") provided by ShareFair. ShareFair will provide the Service under the terms and conditions set forth in these Terms.

2. ShareFair may amend these Terms as necessary, but in such event, ShareFair will promptly post the amended Terms on its website. Registered Clients and Registered Advisors must comply with the amended Terms.

3. ShareFair may establish regulations, guidelines, and other rules regarding the use of the Service that will apply to Registered Clients and Registered Advisors. Any such rules established by ShareFair will be posted on its website and will constitute a part of these Terms.

Article 2 (Registration Procedure)

1. Client registration procedure

(1) A person who wishes to use the Service (limited to natural persons; "Prospective Client") may apply to ShareFair on ShareFair's website for client registration to use the Service by agreeing to comply with these Terms, providing ShareFair with the information and materials specified by ShareFair as being required for the purpose of client registration (the "Client Registration Information") in the manner specified by ShareFair, and carrying out any other procedure specified by ShareFair. ShareFair may, at its own discretion, also ask a Prospective Client to provide identity documents and other additional information and materials.

(2) A Prospective Client represents and warrants that the Client Registration Information provided to ShareFair under the preceding paragraph is true and correct.

(3) A Prospective Client represents and warrants that he or she is not an Antisocial Force (refers to an Organized Crime Group Member (an organized crime group, member of an organized crime group, person who was a member of an organized crime group within the past five (5) years, quasi-member of an organized crime group, entity affiliated with an organized crime group, corporate racketeer, person engaging in criminal conduct under the pretext of social activism, special intellectual crime group, or other equivalent group or individual) or a group or individual that falls under any of the items below), and also affirms that he or she will not become an Antisocial Force after the client registration:

(i) It has a relationship in which an Organized Crime Group Member is found to be in control of its management
(ii) It has a relationship in which an Organized Crime Group Member is found to be substantially involved in its management
(iii) It has a relationship where it is found to be wrongfully using an Organized Crime Group Member for the purpose of pursuing illicit gains for itself or a third party or inflicting harm on a third party
(iv) It has a relationship where it is found to be providing funds or special favors to an Organized Crime Group Member
(v) Its officer or a person substantially involved in its management has a relationship with an Organized Crime Group Member for which he or she should be socially disapproved

(4) A Prospective Client represents and warrants that he or she has never received a guilty verdict in a criminal case or a surcharge payment order.

(5) If ShareFair makes a decision regarding the client registration of a Prospective Client and approves such registration, ShareFair will notify the Prospective Client of such approval and the client registration of the Prospective Client will be deemed to be completed upon such notice.

(6) If ShareFair determines that a Prospective Client falls under any of the items below, ShareFair will have the right to refuse the application of the Prospective Client and refuse all future use of the Service:

(i) The Prospective Client does not actually exist
(ii) The Prospective Client is under 20 years old
(iii) The Prospective Client has breached any representation or warranty
(iv) The Prospective Client has previously been subject to compulsory termination under these Terms
(v) ShareFair otherwise determines that it would be inappropriate to approve client registration

(7) In the event of any change in the Client Registration Information, the Registered Client must promptly provide the new information to ShareFair in the manner specified by ShareFair. If the Registered Client is requested by ShareFair to submit any materials regarding such change, the Registered Client must promptly comply with such request.

2. Advisor registration procedure

(1) A person who wishes to register as an advisor on the Service (limited to natural persons; "Prospective Advisor") may apply to ShareFair on ShareFair's website for advisor registration by agreeing to comply with these Terms, providing ShareFair with the information and materials specified by ShareFair as being required for the purpose of advisor registration (collectively, the "Advisor Registration Information") in the manner specified by ShareFair, and carrying out any other procedure specified by ShareFair. ShareFair may, at its own discretion, also ask a Prospective Advisor to provide identity documents and other additional information and materials.

(2) A Prospective Advisor represents and warrants that the Advisor Registration Information provided to ShareFair under the preceding paragraph is true and correct.

(3) A Prospective Advisor represents and warrants that he or she is not an Antisocial Force and also affirms that he or she will not become an Antisocial Force after the advisor registration.

(4) A Prospective Advisor represents and warrants that he or she has never received a guilty verdict in a criminal case or a surcharge payment order.

(5) If ShareFair makes a decision regarding the advisor registration of a Prospective Advisor and approves such registration, ShareFair will notify the Prospective Advisor of such approval and the advisor registration of the Prospective Advisor will be deemed to be completed upon such notice.

(6) If ShareFair determines that the Prospective Advisor falls under any of the items below, ShareFair will have the right to refuse the application of the Prospective Advisor and refuse all future use of the Service:

(i) The Prospective Advisor does not actually exist
(ii) The Prospective Advisor is under 20 years old
(iii) The Prospective Advisor has breached any representation or warranty
(iv) The Prospective Advisor has previously been subject to compulsory termination under these Terms
(v) ShareFair otherwise determines that it would be inappropriate to approve advisor registration

(7) In the event of any change in the Advisor Registration Information, the Registered Advisor must promptly provide the new information to ShareFair in the manner specified by ShareFair. If the Registered Advisor is requested by ShareFair to submit any documents regarding such change, the Registered Advisor must promptly comply with such request.

3. Prospective Clients and Prospective Advisors will carry out the client registration procedure and the advisor registration procedure by recognizing that the Service forms a community in which Registered Clients and Registered Advisors are the primary members (the "ShareFair Community") and that the accuracy and timeliness of the Client Registration Information and the Advisor Registration Information are extremely important for enriching the ShareFair Community and otherwise maintaining and improving the quality of the Service.

Article 3 (Preparation and Maintenance of the Usage Environment; Responsibility for the Management of ID and Password)

1. Registered Clients and Registered Advisors must prepare and maintain, at their own expense and responsibility, the computers, software, and other devices, communication lines, and other communication environment required for the use of the Service as well as any other equipment and environment required for the use of the Service.

2. Registered Clients and Registered Advisors will be responsible for managing and storing the ID and password for the Service that are issued to them by ShareFair and must not allow a third party to use such ID and password, whether by lending, assigning, transferring, selling, or otherwise.

3. Registered Clients and Registered Advisors will be fully liable for any damages caused by insufficient management, storage error, or unauthorized third-party use of their ID and password, and ShareFair will not be liable for such damages.

4. If a Registered Client or Registered Advisor discovers any loss, theft, or third-party use of his or her ID or password, the Registered Client or the Registered Advisor must immediately notify ShareFair of such incident and follow ShareFair's instructions.

5. Registered Clients and Registered Advisors will, at their own expense and responsibility, prevent computer virus infections, unauthorized access, and information leaks, and otherwise maintain security that is tailored to their own usage environment.

Article 4 (ShareFair Matching Service; Service Fee)

1. The Service will be provided as follows:

(1) A Registered Client will register, in the manner specified by ShareFair, information regarding the provision of insight, advice, and other information that are required by the Registered Client or the legal entity, group, or other organization to which the Registered Client belongs ("Organization"), and ShareFair will select, through its proprietary method, Registered Advisor candidates who are determined to be suitable professionals to provide the insight, advice, and other information sought by the Registered Client (the "Matching Professional Candidates") and will then notify the Registered Client of the Matching Professional Candidates.

(2) The Registered Client will select, from among the Matching Professional Candidates and in the manner specified by ShareFair, a Registered Advisor who is determined by the Registered Client to be a suitable professional to provide the insight, advice, and other information sought by the Registered Client (the Registered Advisor selected by the Registered Client is referred to as the "Selected Registered Advisor"). ShareFair will notify the Selected Registered Advisor of his or her selection by the Registered Client in the manner specified by ShareFair. A matching between the Registered Client and the Selected Registered Advisor will be made upon the selection of the Selected Registered Advisor.

(3) The Registered Client will coordinate the schedule and other details of an interview with the Selected Registered Advisor and conduct such interview in the manner specified by ShareFair, and the Selected Registered Advisor will provide the insight, advice, and other information sought by the Registered Client at the interview.

(4) Following the interview, the Registered Client and the Selected Registered Advisor will conduct a peer evaluation (including but not limited to the Registered Client's attitude when requesting insight, advice, or other information, the sophistication of his or her questions, and the smoothness of communication, and the Selected Registered Advisor's attitude when providing insight, advice, or other information, the level of expertise, reliability, and understandability of the information provided, and the smoothness of communication) in the manner specified by ShareFair.

(5) If agreed in advance with the Selected Registered Advisor during the interview, following the interview and before conducting the evaluation under the preceding item, the Registered Client may receive additional information or documents from the Selected Registered Advisor in the manner specified by ShareFair as a follow-up to the interview. No additional charges will be incurred for such additional information or documents.

2. Registered Clients and Registered Advisors may refer to ShareFair third parties who are determined to be suitable professionals to provide insight, advice, or other information through the Service. The third parties that a Registered Client or Registered Advisor has referred to ShareFair may use the Service by carrying out the advisor registration procedure in accordance with these Terms.

3. Registered Clients and Registered Advisors may refer to ShareFair third parties who are determined to have the need to receive insight, advice, or other information through the Service and will be suitable members of the "ShareFair Community." The third parties who are referred to ShareFair by a Registered Client or Registered Advisor may use the Service by carrying out the client registration procedure in accordance with these Terms.

4. The Service will not handle matters that fall under either of the items below (the "Excluded Matters"):

(1) Customer referral involving the payment of remuneration is prohibited under the Attorney Act or any other law or regulation

(2) The provision of insight, advice, or other information requires a permit, authorization, license, approval, consent, registration, notification, report, or any other similar action or procedure ("Permit") by a national government, local government, or other administrative authority or self-regulatory body pursuant to law, regulation, or rules of a self-regulatory body

5. The payment of the service fee and any other payment for the use of the Service shall be made according to the following provisions through the method of payment specified by ShareFair:

(1) A Registered Client will pay the service fee separately set by ShareFair (the "Client Service Fee") and the national and local consumption taxes thereon (if applicable) to ShareFair. The Client Service Fee will be the amount set by ShareFair as (i) the service fee for up to the first 30 minutes of an interview, and (ii) in the event an interview goes beyond the first 30 minutes, the additional service fee for each 30-minute increment thereafter. The Client Service Fee will be paid as a payment of fee under the advisory agreement between the Registered Client and the Selected Registered Advisor (the "Advisory Agreement") that is formed based on the matching that is made between such parties. The Selected Registered Advisor will grant to ShareFair the authority to receive the fee under the Advisory Agreement on his or her behalf, and ShareFair will receive the Client Service Fee as an agent for the Selected Registered Advisor.

(2) The Selected Registered Advisor will pay the amount separately set by ShareFair and the national and local consumption taxes thereon (if applicable) to ShareFair as a fee for the referral of the Registered Client (the "Client Referral Fee").

(3) Notwithstanding the preceding item, if the Selected Registered Advisor is a person who was referred by another Registered Client or Registered Advisor pursuant to Article 4, Paragraph 2, the Client Referral Fee under the preceding item will be the amount that is specifically set by ShareFair for such cases but only if the first matching is made after such referral. In such event, ShareFair will pay the amount separately set by ShareFair and the national and local consumption taxes thereon (if applicable) to the Registered Client or the Registered Advisor who referred such Selected Registered Advisor to ShareFair as a fee for the referral of another advisor.

(4) ShareFair will pay to the Selected Registered Advisor the difference between the Client Service Fee and the national and local consumption taxes thereon (if applicable) and the Client Referral Fee and the national and local consumption taxes thereon (if applicable). By paying such difference, the Client Referral Fee will be deemed to have been paid.

(5) With respect to a Registered Client who is referred by another Registered Client or Registered Advisor pursuant to Article 4, Paragraph 3, if a first matching is made after such referral and an interview is conducted, ShareFair will pay the amount separately set by ShareFair and the national and local consumption taxes thereon (if applicable) to the Registered Client or Registered Advisor who referred such Registered Client as a fee for the referral of another client.

6. Notwithstanding the provisions of the preceding paragraph, if a Registered Client terminates an interview with the Selected Registered Advisor within 10 minutes after the start of the interview in the manner specified by ShareFair due to doubts regarding the expertise of the Selected Registered Advisor or other reasonable grounds, the Client Service Fee and the Client Referral Fee under the preceding paragraph will not be incurred.

7. If the Registered Client has set a date and time for the interview with the Selected Registered Advisor but cancels the interview less than 24 hours before its scheduled time, the Registered Client will pay to ShareFair the amount set by ShareFair as a cancellation fee.

Article 5 (System for the Designation of a Registered Advisor by a Registered Client; Service Fee)

1. Notwithstanding the preceding Article, a Registered Client who has previously conducted an interview with a certain Selected Registered Advisor through the ShareFair Matching Service pursuant to the preceding Article may designate such Selected Registered Advisor (the "Designated Registered Advisor") and request an interview in the manner specified by ShareFair, provided that there is no guarantee that the Designated Registered Advisor will accept the Registered Client's request.

2. In the event of the preceding paragraph, the interview between the Registered Client and the Designated Registered Advisor will be conducted as follows:

(1) The Registered Client will coordinate, in the manner specified by ShareFair, the schedule and other details of the interview with the Designated Registered Advisor and conduct the interview, and the Designated Registered Advisor will provide the insight, advice, and other information sought by the Registered Client at the interview.

(2) Following the interview, the Registered Client and the Designated Registered Advisor will conduct a peer evaluation (including but not limited to the Registered Client's attitude when requesting insight, advice, or other information, the sophistication of his or her questions, and the smoothness of communication, and the Designated Registered Advisor's attitude when providing insight, advice, or other information, the level of expertise, reliability, and understandability of the information provided, and the smoothness of communication) in the manner specified by ShareFair.

(3) If agreed in advance with the Designated Registered Advisor during the interview, following the interview and before conducting the evaluation under the preceding item, the Registered Client may receive additional information or documents from the Designated Registered Advisor in the manner specified by ShareFair as a follow-up to the interview. No additional charges will be incurred for such additional information or documents.

3. The payment of the service fee and any other payment for the use of the Service under the preceding two paragraphs shall be made according to the following provisions through the method of payment specified by ShareFair:

(1) A Registered Client will pay the service fee set by ShareFair (the "Client Designation Service Fee") and the national and local consumption taxes thereon (if applicable) to ShareFair. The Client Designation Service Fee will be the amount set by ShareFair as (i) the service fee for up to the first 30 minutes of an interview, and (ii) in the event an interview goes beyond the first 30 minutes, the additional service fee for each 30-minute increment thereafter. The Client Designation Service Fee will be paid as a payment of fee under the advisory agreement between the Registered Client and the Designated Registered Advisor (the "Designated Advisory Agreement"). The Designated Registered Advisor will grant to ShareFair the authority to receive the fee under the Designated Advisory Agreement on his or her behalf, and ShareFair will receive the Client Designation Service Fee as an agent for the Designated Registered Advisor.

(2) The Designated Registered Advisor will pay the amount set by ShareFair and the national and local consumption taxes thereon (if applicable) to ShareFair as a fee for the referral of a Registered Client by designation (the "Client Designation Referral Fee").

(3) ShareFair will pay to the Designated Registered Advisor the difference between the Client Designation Service Fee and the national and local consumption taxes thereon (if applicable) and the Client Designation Referral Fee and the national and local consumption taxes thereon (if applicable). By paying such difference, the Client Designation Referral Fee will be deemed to have been paid.

Article 6 (Tax Treatment)

1. Registered Clients and Registered Advisors will be responsible for properly filing tax returns, paying taxes, and performing any other tax processing for the use of the Service in accordance with the applicable laws and regulations.

2. If a Registered Client or Registered Advisor has a tax withholding obligation regarding the service fee or any other monetary payment for the Service under these Terms, the Registered Client or the Registered Advisor will notify ShareFair in the manner specified by ShareFair and will be responsible for paying the withholding tax, issuing a payment record, and performing any other tax processing.

3. If national or local consumption tax is imposed on the fee under the Advisory Agreement or the Designated Advisory Agreement that is formed with a Registered Client through the use of the Service, or if a Registered Client will or may have a tax withholding obligation, the Registered Advisor will notify ShareFair and the Registered Client in the manner specified by ShareFair.

4. If a Registered Client or Registered Advisor will receive monetary payment from ShareFair in connection with the use of the Service and ShareFair will or may have a tax withholding obligation, the Registered Client or the Registered Advisor must notify ShareFair in the manner specified by ShareFair.

5. If ShareFair, a Registered Client, or a Registered Advisor will have a tax withholding obligation regarding the use of the Service, the other party (the Registered Client or the Registered Advisor) will provide his or her My Number (Japanese ID number) and any other information and materials that are reasonably necessary for tax processing to the party that has the tax withholding obligation.

Article 7 (Compliance Rules; Prohibited Conduct)

1. When using the Service, Registered Clients and Registered Advisors must comply with the laws, regulations, and rules of a self-regulatory body that apply to themselves and their Organizations as well as these Terms.

2. Registered Clients and Registered Advisors must go through the tutorial specified by ShareFair on ShareFair's website as instructed by ShareFair and understand the contents of such tutorial in using the Service.

3. Registered Clients and Registered Advisors must not contact each other outside the Service and engage in any transaction that provides insight, advice, or other information without the use of the Service.

4. Registered Clients and Registered Advisors must not engage in any act that may harm the brand image of ShareFair or the Service or any act that may interfere with the provision of the Service by ShareFair.

5. Registered Clients and Registered Advisors must not send any information that contains computer viruses or other harmful computer programs when using the Service.

6. Registered Clients and Registered Advisors understand that the accuracy and timeliness of the information that each of them provides to ShareFair are extremely important for enriching the ShareFair Community and otherwise maintaining and improving the quality of the Service, and when providing information and materials to ShareFair in connection with the Service, they must strive to ensure the accuracy and timeliness of the contents thereof, and if they become aware of any change after providing such information and materials to ShareFair, they must immediately provide the new information and materials to ShareFair.

7. Registered Clients and Registered Advisors must not infringe a third party's intellectual property rights (refers to patent rights, utility model rights, plant breeder's rights, design rights, copyrights, trademark rights, and other intellectual property rights that are provided for by law or regulation or rights regarding legally protected interests (including the right to obtain such rights or to apply for the registration of such rights)) when using the Service, and must resolve, at their own expense and responsibility, any dispute or other problems with third parties regarding the infringement of intellectual property rights.

8. Registered Clients and Registered Advisors must not engage in any act that infringes a third party's right of publicity or privacy rights, harms a third party's good name or reputation, discriminates against or defames a third party, or otherwise infringes the rights or interests of a third party when using the Service.

9. To ensure the fairness of a peer evaluation, Registered Clients and Registered Advisors must not base their evaluation on factors such as the other person's nationality, place of residence, Organization, religion, age, race, gender, language used, and other attributes, faith, social status, and cultural background, whether they are positive or negative factors, and when evaluating the expertise of a Registered Advisor, the Registered Client must only evaluate the Registered Advisor's expertise in the field that was covered as the subject of the interview in the prescreening questions or preliminary questions that the Registered Client had asked in the manner specified by ShareFair.

10. When referring another client or advisor to ShareFair through the Service, the Registered Client or the Registered Advisor must refer only those persons who are reasonably determined to be suitable as a Registered Client or Registered Advisor who make up the ShareFair Community.

11. When providing information and materials to ShareFair in connection with the Service, Registered Clients and Registered Advisors must keep a backup of such information and materials at their own expense and responsibility.

12. A Registered Client will use the Service only for his or her own business purpose or the business purpose of his or her Organization (including for the purpose of providing consulting services and other services to clients as his or her own business or the business of his or her Organization) and must not use the Service for the benefit of or on behalf of any other third party.

13. A Registered Client must not request any insight, advice, or other information regarding Excluded Matters through the Service, and a Registered Advisor must not comply with the request for such information.

14. A Registered Client must not use the Service for the purpose of obtaining insight, advice, or other information from a person running or engaging in a business that competes with the Registered Client's own business or the business of his or her Organization, and a Registered Advisor must not provide insight, advice, or other information to a Registered Client who runs or engages in a business that competes with the Registered Advisor's own business or the business of his or her Organization. Registered Clients and Registered Advisors must provide, in the manner specified by ShareFair, the necessary information to prevent such matching.

15. A Registered Advisor must not provide insight, advice, or other information through the Service if doing so would, either in form or substance, violate a law or regulation or the work rules and other internal rules of his or her Organization or breach a contract between the Registered Advisor or his or her Organization and a third party, and a Registered Client must not request such information.

16. A Registered Client or Registered Advisor must not use the Service if doing so would create a conflict of interest with his or her Organization, a customer of his or her Organization, or any other third party, and will be responsible for asking questions, collecting information, and taking other confirmatory measures to avoid such conflict of interest.

Article 8 (Handling of Personal Information)

The personal information received from Registered Clients and Registered Advisors in connection with the use of the Service will be handled by ShareFair in accordance with the ShareFair Privacy Policy that is separately established by ShareFair, and the Registered Clients and the Registered Advisors consent to such handling of their personal information.

Article 9 (Confidentiality Obligations)

1. Confidentiality obligations of Registered Clients

(1) A Registered Client must maintain the confidentiality of all information regarding ShareFair and the Service obtained in connection with the use of the Service as well as the personal information and all other information of a Registered Advisor obtained in the course of using the Service (for the purposes of this paragraph, "Registered Client Confidential Information") and must not disclose or divulge Registered Client Confidential Information to third parties, provided that none of the information set forth below will be considered Registered Client Confidential Information:

(i) Information that was already publicly disclosed or generally available at the time such information was obtained
(ii) Information that becomes publicly disclosed or generally available through no fault of its own after the time such information was obtained
(iii) Information disclosed by a third party that is not bound by any confidentiality obligations
(iv) Information that was already in its possession at the time such information was obtained
(v) Information that is independently developed or obtained without using any Registered Client Confidential Information
(vi) Information regarding a Registered Advisor when consent has been obtained from the Registered Advisor to disclose such information to a third party

(2) A Registered Client must not use Registered Client Confidential Information for any purpose other than to use the Service.

(3) Notwithstanding the preceding two paragraphs, a Registered Client may disclose Registered Client Confidential Information if ordered, demanded, or requested to do so by law or regulation, a court, administrative authority, or self-regulatory body, provided that if such order, demand, or request is received, the Registered Client must promptly notify ShareFair and the party that disclosed such Registered Client Confidential Information.

2. Confidentiality obligations of Registered Advisors

(1) A Registered Advisor must maintain the confidentiality of all information regarding ShareFair and the Service obtained in connection with the use of the Service as well as the personal information of a Registered Client obtained in the course of using the Service and all information regarding any questions, consultations, and inquiries received from a Registered Client and the existence and contents of any other communication with the Registered Client (for the purposes of this paragraph, "Registered Advisor Confidential Information") and must not disclose or divulge Registered Advisor Confidential Information to third parties, provided that none of the information set forth below will be considered Registered Advisor Confidential Information:

(i) Information that was already publicly disclosed or generally available at the time such information was obtained
(ii) Information that becomes publicly disclosed or generally available through no fault of its own after the time such information was obtained
(iii) Information disclosed by a third party that is not bound by any confidentiality obligations
(iv) Information that was already in its possession at the time such information was obtained
(v) Information that is independently developed or obtained without using any Registered Advisor Confidential Information
(vi) Information regarding a Registered Client and his or her Organization when consent has been obtained from the Registered Client to disclose such information to a third party

(2) A Registered Advisor must not use Registered Advisor Confidential Information for any purpose other than to use the Service.

(3) Notwithstanding the preceding two paragraphs, a Registered Advisor may disclose Registered Advisor Confidential Information if ordered, demanded, or requested to do so by law or regulation, a court, administrative authority, or self-regulatory body, provided that if such order, demand, or request is received, the Registered Advisor must promptly notify ShareFair and the party that disclosed such Registered Advisor Confidential Information.

Article 10 (Exclusion of Liability)

1. ShareFair makes no warranty whatsoever to a Registered Client that the Registered Client or his or her Organization will achieve its purpose for using the Service, improve its business performance, achieve its project and other business objectives, or produce any other results, and ShareFair will not be liable for any consequences of using the Service by the Registered Client.

2. A Registered Client will be responsible for evaluating the answers, advice, and other information that a Registered Advisor provides to the Registered Client when using the Service, and ShareFair makes no warranty whatsoever regarding such answers, advice, and other information including their completeness, accuracy, usefulness, reliability, and legality.

3. ShareFair makes no recommendation to a Registered Client for receiving answers, advice, and other information from a certain Registered Advisor, and a Registered Client will be responsible for making his or her own decisions regarding the selection of a Registered Advisor and otherwise deciding whether or not to use the Service. ShareFair will not be liable for any consequences of such decisions made by the Registered Client.

4. ShareFair makes no warranty whatsoever regarding the evaluations and referrals made by Registered Clients and Registered Advisors on the Service including their completeness, accuracy, usefulness, reliability, and legality, and Registered Clients and Registered Advisors will be responsible for making their own decisions regarding the selection of Registered Clients and Registered Advisors and otherwise deciding whether or not to use the Service. ShareFair will not be liable for any consequences of such decisions made by Registered Clients and Registered Advisors.

5. ShareFair will not be liable for any damages incurred by a Registered Client due to a Registered Advisor, in violation of these Terms, disclosing or divulging to a third party any information that the Registered Client has provided to the Registered Advisor when using the Service or using such information for any purpose other than the purposes permitted under these Terms, and thereby infringing the rights or interests of the Registered Client.

6. ShareFair will not be liable for any dispute regarding the use of the Service that arises between a Registered Client and Registered Advisor or between a Registered Client or Registered Advisor and a third party. Such dispute must be resolved between the parties, and if ShareFair incurs any damages or costs due to such dispute, the Registered Client and the Registered Advisor must indemnify ShareFair against all such damages and costs (including any attorneys' fees incurred by ShareFair).

7. If ShareFair incurs any damages or costs due to or in connection with a violation of these Terms by a Registered Client or Registered Advisor, the Registered Client or the Registered Advisor must indemnify ShareFair against all such damages and costs (including any attorneys' fees incurred by ShareFair).

Article 11 (Suspension, Interruption, or Termination of the Service)

1. In any of the following situations, ShareFair may suspend or interrupt all or some use of the Service without notifying Registered Clients and Registered Advisors in advance:

(1) When performing inspection or maintenance work on a computer system that is used for the Service
(2) When a computer or communication line used for the Service or the operation of any other equipment or environment required for the use of the Service is suspended or interrupted
(3) When the Service cannot be provided due to an earthquake, fire, power outage, or any other event of force majeure
(4) When a Registered Client or Registered Advisor has violated these Terms
(5) When ShareFair is unable to contact a Registered Client or Registered Advisor
(6) When ShareFair otherwise determines that it is necessary or appropriate to suspend or interrupt the provision of the Service

2. ShareFair may terminate the provision of the Service for any reason. In such event, ShareFair will notify Registered Clients and Registered Advisors in advance.

3. ShareFair will not be liable for any damages incurred by Registered Clients and Registered Advisors due to the measures taken pursuant to the preceding two paragraphs.

Article 12 (Withdrawal by Registered Clients and Registered Advisors)

1. If a Registered Client or Registered Advisor wishes to withdraw from the Service, he or she must give ShareFair a notice of withdrawal in the manner specified by ShareFair at least one (1) month before the effective date of the withdrawal.

2. Notwithstanding the preceding paragraph, if a matching has been made with a certain Registered Advisor or Registered Client and an interview has been scheduled, the Registered Client and the Registered Advisor will not be able to withdraw from the Service until the interview has ended.

3. The Registered Client or the Registered Advisor will lose his or her eligibility to use the Service as of the effective date of the withdrawal, provided that, if the Registered Client or the Registered Advisor has any service fees or other obligations to ShareFair under these Terms that have not been paid by the effective date of the withdrawal, the Registered Client or the Registered Advisor will have the obligation to pay such service fees and perform other obligations in accordance with these Terms.

Article 13 (Compulsory Withdrawal)

1. If ShareFair determines that a Registered Client or Registered Advisor falls under any of the items below, ShareFair may terminate the Service with respect to such Registered Client or Registered Advisor and subsequently refuse all provision of the Service to such Registered Client or Registered Advisor:

(1) There is found to be a breach of representation or warranty regarding the Client Registration Information or the Advisor Registration Information
(2) A Registered Client or Registered Advisor has violated these Terms and, even after ShareFair has requested the curing of such violation, has failed to cure within a reasonable period of time (but if the violation of these Terms by the Registered Client or the Registered Advisor is material, or if the Registered Client or the Registered Advisor has repeatedly violated these Terms and ShareFair has determined that there is no prospect for improvement, ShareFair may immediately terminate the Service)
(3) A Registered Client or Registered Advisor is found to be an Antisocial Force
(4) A Registered Client or Registered Advisor has received a guilty verdict in a criminal case or a surcharge payment order
(5) There are grounds to file a petition for the commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, commencement of special liquidation, or commencement of other insolvency proceedings, or a Registered Client or Registered Advisor has been subjected to an attachment or other compulsory execution, provisional attachment, or other temporary restraining order, has stopped its payment, or has received a suspension of business, suspension or cancellation of a Permit, or any other administrative action
(6) ShareFair has otherwise determined that the use of the Service would be inappropriate for the operation of the Service or would interrupt the provision of the Service

2. ShareFair will not be liable for any damages incurred by a Registered Client or Registered Advisor due to ShareFair's termination of the Service pursuant to the preceding paragraph.

3. Even if ShareFair terminates the Service pursuant to paragraph 1 and a dispute or any other problem between a Registered Client and a Registered Advisor arises due to or in connection with such termination, ShareFair will not be liable for such dispute or problem, and the Registered Client and the Registered Advisor must resolve such dispute at their own expense and responsibility.

4. If the Service is terminated pursuant to paragraph 1 and a Registered Client has any unpaid service fees or other obligations to ShareFair under these Terms at the time of the termination, such obligations will become immediately due and payable and the Registered Client must immediately pay such obligations to ShareFair.

Article 14 (No Assignment)

1. Registered Clients and Registered Advisors must not assign or transfer to a third party, create a security interest in, or otherwise dispose their contractual status under these Terms or their rights or obligations hereunder without ShareFair's prior consent in writing or by an electronic method.

2. If ShareFair assigns its business to a third party, ShareFair may transfer its contractual status under these Terms and its obligations hereunder to such third party, and Registered Clients and Registered Advisors consent to such transfer in advance.

Article 15 (Severability)

Even if any provision of these Terms violates a law or regulation or is contrary to public policy and is invalid, illegal, or unenforceable, the remaining provisions of these Terms will not be invalid, illegal, or unenforceable. If a certain provision of these Terms is found by a court to be invalid, illegal, or unenforceable, such provision shall be restrictively interpreted to the extent necessary to render it valid and enforceable.

Article 16 (Governing Law; Jurisdiction)

These Terms shall be governed by the laws of Japan, and all disputes arising under or in connection with these Terms will be subject to the exclusive jurisdiction of the Tokyo District Court in the first instance.

Article 17 (Discussion in Good Faith)

If there is any matter that is not provided for in these Terms or any question regarding the interpretation of these Terms, the Registered Client, the Registered Advisor, and ShareFair will strive to resolve such matter through good-faith discussion.


Effective Date: 26 August, 2019
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