Terms of Use for Users

These terms and conditions of use for users (hereinafter referred to as the "Terms of Use") set forth the terms and conditions required to be complied with by all users in using ShareWis provided by ShareWis Inc. (the "Company") and the relationship of rights and obligations between the Company and users. Those who use such services as a user must read the entire Terms of Use.

Article 1. Applicability

1. The purpose of these Terms of Use is to set forth the relationship of rights and obligations between the Company and the User (as defined by Article 2) in connection with the use of the Services (as defined by Article 2), and these Terms of Use are to be applied to all relationships between the User and the Company relating to the use of the Services. By using the Services, the User is deemed to agree to these Terms of Use.
2. Any rules, various provisions, etc. concerning the Services posted on the Corporate Website (as defined by Article 2) from time to time by the Company shall form a part of these Terms of Use.
3. If there is a discrepancy between the terms or conditions of these Terms of Use and the rules set forth in the preceding paragraph or other descriptions, etc. of the Services outside these Terms of Use, the provisions of these Terms of Use shall prevail.

Article 2. Definitions

In these Terms of Use, the following words and terms shall have the following meanings respectively ascribed thereto:
(1) "Intellectual Property Rights" shall mean copyrights, patent rights, utility model rights, trade mark rights, design rights and other intellectual property rights (including the rights to acquire these rights or to apply for registration, etc. of such rights).
(2) "Website" shall mean such website as may be operated by the Company under the domain name "share-wis.com" (or if such domain name or content of the Company's website has been changed for any reason, such changed website).
(3) "User" shall mean any individual or corporation that is a user of the Services.
(4) "Registered User" shall mean any individual or corporation that has been registered as a user of the Services pursuant to Article 3.
(5) "User Registered as Premium Member" shall mean any Registered User that is an individual or corporation registered as Premium Membership of the Services.
(6) "Premium Membership" shall mean the status to enjoy specific benefits from the Company in using the Services. The details of such specific benefits shall be determined by the Company in its sole discretion, and will be displayed on the Website.
(7) "Lecturer" shall mean any individual or corporation that has been registered as a lecturer of ShareWis Service.
(8) "Services" shall mean ShareWis Service.
(9) "ShareWis Service" shall mean the service of a learning site named ShareWis offered by the Company as web service or application program (or if such name or content of the service is changed for any reason, such changed service).
(10)"Pro Courses License Agreement" shall mean the agreement in which the Company grants to the Registered User a license for a fee to use the Lecture Content in relation to and/or by ShareWis.
(11)"Service Agreement" shall mean the service agreement for the Services which becomes effective between the Company and a Registered User pursuant to Article 3.3 and which is in compliance with all provisions of these Terms of Use.
(12)"Lecture Content" shall mean the content (including but not limited to text, images, videos and other data) provided by the Lecturer to the Company in order to sell to Users.

Article 3. Registration

1. Any person who desires to register with the Services (hereinafter referred to as the "Registration Applicant") may make an application for registration as a person to use the Services by agreeing to comply with these Terms of Use, and providing the Company with certain information as specified by the Company (hereinafter referred to as the "Registration Information") in such manner as may be prescribed by the Company.
2. The Company shall determine whether to approve or refuse the registration of the Registration Applicant according to the criteria set by the Company. If the Company approves the registration, it shall notify the Registration Applicant of that. By such notice, the registration of the Registration Applicant as a Registered User shall be completed.
3. Upon completion of the registration pursuant to the preceding paragraph, the Service Agreement for the Services in compliance with various provisions of these Terms of Use shall become effective between the Registered User and the Company, and the Registered User may be allowed to use the Services in such manner as set by the Company.
4. In the event that a person who has made an application for registration pursuant to paragraph 1 falls under any of the following sub-paragraphs, the Company may refuse the registration, and shall not in any way be obliged to disclose the reasons therefor:
(1) There has been a falsification, inaccuracy or omission of all or any part of the Registration Information provided to the Company;
(2) the Registration Applicant is a minor, adult ward, person under curatorship or person under assistance, and the consent, etc. of the legal representative, guardian, curator or assistant has not been obtained;
(3) It is determined by the Company that the Registration Applicant is a member of or constitute an antisocial force, etc. (meaning an organized crime group, organized crime group member, right-wing organization, antisocial force, or any other person equivalent thereto; the same applies hereinafter), or it has any interaction or involvement with an antisocial force, etc. in some way such as assisting or being involved in the maintenance, operation or management of an antisocial force, etc. by way of providing funds or otherwise;
(4) The Registration Applicant is determined by the Company to be a person who breached any of the agreements with the Company in the past or a related party thereof; or
(5) In addition to the foregoing, when the Company deems it inappropriate to approve the registration.
5. The Company shall in no event be liable for damage incurred by a registered User as a result of the breach of any of the provisions of paragraph 1 through paragraph 4.
6. If a registered User has breached any of the provisions of paragraph 1 through paragraph 5, or if the Company deems that true and correct data has not been provided, the Company may cancel the registration of such User and prohibit such member from using the Services in future.
7. Registration with the Premium Membership service shall also be in accordance with the registration procedures set forth in this Article.

Article 4. Changes to Registration Information

The Registered User shall notify the Company of any change to the Registration Information without delay in such manner as may be set by the Company, and submit materials requested by the Company.

Article 5. Password and User ID Management

1. The Registered User shall be responsible for management and storage of its password and user ID, and shall not cause a third party to use, nor rent, assign, change the name of, sell or purchase or otherwise dispose of the same.
2. The Registered User shall be, and the Company shall in no event be, liable for damage due to inappropriate management, misuse or use by a third party, etc. of the password or user ID.
3. In the event that the password or user ID is found to be stolen or exploited by a third party, the Registered User shall immediately notify the Company of that and follow the instructions made by the Company.

Article 6. Reaching an Pro Courses License Agreement

1. The Pro Courses License Agreement shall come into effect at the time when the Registered User undertakes the procedures to purchase the Pro Courses content.
2. The Registered User shall pay the Company a usage fee separately determined by the Company and displayed on the Corporate Website in consideration of the use of the Pro Courses content in accordance with the payment method designated by the Company.

Article 7. Premium Membership Fee and Payment Method

1. The User Registered as Premium Member shall pay the monthly fee separately specified on the Corporate Website using the settlement service selected by the User Registered as Premium Member as the method of payment.
2. Any changes to the monthly fee for the Premium Membership shall be notified by the Company to the relevant User Registered as Premium Member in such manner as may be deemed appropriate by the Company no later than the end of the month two months prior to the month in which the new monthly fee is applied. If the User Registered as Premium Member who received notice does not cancel the registration of the Premium Membership until the end of the immediately preceding month in which the new monthly fee is applied, such User Registered as Premium Member shall be deemed to agree to the change to the monthly fee.
3. With respect to the Premium Membership fee set forth in the preceding paragraph, the fee for the current month shall accrue at the beginning of each month, and even if the User cancels the registration of the Premium Membership in the middle of the month, the Company shall not refund the fee to the User calculating the fee for the period from the date of cancellation to the end of the month on a per day basis. If the registration for the Premium Membership is made in the middle of the month, a fee for one month shall accrue with regard to the registration month.
4. If the Company conducts a campaign for the registration for Premium Membership for those Users who have not registered for the Premium Membership, any User who newly registers for the Premium Membership pursuant to such campaign will be exempted from the obligation to pay the monthly fee set forth in paragraph 1 on the terms specified by the Company in such campaign.
5. The User Registered as Premium Member shall not be entitled to claim a refund of the paid Premium Membership fee from the Company regardless of whether or not there are any reasons.
6. Any User who desires to cancel the registration of the Premium Membership may terminate the registration of the Premium Membership by and upon giving notice to the Company in the manner prescribed by the Company.

Article 8. Regarding the Premium Ticket

1. The Company shall give away a ticket that can be exchanged for the Lecture Content designated by the Company (hereinafter referred to as the "Premium Ticket") to the User Registered as Premium Member at the time of registration and on the first day of each month, respectively.
2. The final date for exchanging the Premium Ticket for the Lecture Content shall be on the date that is two months later from the date of issue of such ticket. Any Premium Ticket shall expire if it has passed the final date for exchange.
3. If the registration of the Premium Membership is terminated, with respect to the Lecture Content acquired by the User Registered as Premium Member in exchange for the Premium Ticket before termination of the registration of the Premium Membership, the Company shall stop providing such Lecture Content to such User when such membership registration is terminated.
4. When the registration of the Premium Membership is terminated, the Premium Ticket held by the User shall expire.
5. The User shall not be entitled to claim a return or refund against the Company with respect to any acquired Premium Ticket, regardless of whether or not there are any reasons.

Article 9. Use of the Services

1. The User shall be entitled to use the Services complying with this Terms of Use, in accordance with such manner as may be prescribed by the Company, and within the scope of the purpose of these Terms of Use.
2. The User shall agree in advance to judge the quality, accuracy, reliability, availability, etc. of the content provided through the Services on their own initiatives and responsibility.
3. Before making an application for registration of the Services the User shall fully confirm the information regarding the Services in making the application for the Service Agreement for the Services (learners),
4. The Company disclaims any warranties of authenticity, accuracy, certainty, reliability, profitability, etc. of the content provided through the Services.
5. In no event the Company shall be liable for any damage or loss, etc. suffered by the User or a third party due to an act or omission of the Lecturer.
6. The Company shall not assume any responsibility for any information, files and items, etc. mutually provided between the User and the Lecturer. The User agrees in advance to hold the Company harmless from any and all damage or losses, etc. of any kind caused to the User as a result of provision of such information, files or items, etc.

Article 10. Prohibited Acts

In connection with use of the Services, the User shall not:
(i) transmit or post false information;
(ii) alter or delete, or attempt to alter or delete information that may be available through the Services;
(iii)infringe any rights of others such as a copyright, trademark right, privacy right, legal name, portrait right, reputation of any other User, any other third party or the Company;
(iv) discriminate or slander any other User, any other third party or the Company, or act to damage the reputation or credibility of any other User or any other third party or the Company;
(v) infringe or engage in an act that is likely to infringe any property, privacy, portrait right or publicity right of any other User, any other third party or the Company;
(vi) use any content viewed or provided through the Services by methods which are beyond the naturally expected ones in using the Services (including, such acts as screen-capture, reproduction, transmission, reprint, alteration);
(vii)share and use the ID with more than one person;
(viii) transmit e-mail for advertising, promotion, solicitation purposes, etc. without permission of any other User, any other third party or the Company, transmit e-mail that would cause an unpleasant feeling to a recipient, interfere with receipt of e-mails of others, request a third party to forward a chain mail or forward an e-mail upon request;
(ix) cause damage (including but not limited to physical damage, psychological damage, economic damage) to any other User, any other third party;
(x) commit an act that is linked to a crime such as fraud;
(xi) establish or solicit a multi-level sales program (pyramid scheme);
(xii)sell or solicit any of the following goods/services, etc.;
a. sell or solicit any goods/services of a specific business operator;
b. sell or solicit any specific financial instruments or investment method;
c. solicit a loan or debt consolidation;
d. sell or solicit matching service such as services to introduce marriage partners or services to arrange a date with a person of the opposite sex; or
e. sell or solicit any other goods/services that are not necessary for the implementation of the Lecture Content.
(xiii) transmit or post any image or document, etc. that would constitute obscenity or child abuse;
(xiv) use personal information pertaining to any other User or any other third party learned in use of the Services for any purpose other than the Services;
(xv)engage in advertising/promotional/sales activities, public office election campaign, solicitation for specific thought/religion or any similar activities, or use or provide or recommend a third party any harmful program such as computer virus;
(xvi) impersonate any other User, or any other third party to use the Services;
(xvii) attempt to gain unauthorized access to other computer systems or networks connected to the Services;
(xviii) other than the above, engage in any act that violates laws or regulations or public order and morality (including but not limited to prostitution, violence, atrocities) or in any act that causes disadvantage to any other User, any other third party or the Company;
(xix) introduce or mediate, etc. any service that competes with or is likely to compete with the Services to any other User, or any other third party;
(xx)encourage or facilitate any of the acts set forth above; or
(xxi) engage in any other acts deemed inappropriate by the Company.

Article 11. Suspension, etc. of the Services

1. The Company may suspend or interrupt the use of the Services in whole or in part without prior notice to the User in the event that:
(1) a routine or emergency inspection or maintenance work of the computer systems relating to the Services is performed;
(2) a computer or communication line, etc. is disrupted due to an accident;
(3) it is unable to operate the Services due to force majeure such as fire, blackout, natural disaster; or
(4) the Company determines that suspension or interruption is required for other reasons.
2. The Company may terminate the provision of the Services for its convenience. In such case, the Company shall inform the User in advance on the Corporate Website or Company's application program.
3. The Company shall not be liable for any damage incurred by the User as a result of measures taken by the Company pursuant to this Article.

Article 12. Precautions for Download, etc.

When installing software, etc. on the User's computer, etc. by way of downloading or other way from the Corporate Website and the Company's application program in commencing the use of the Services or while using the Services, the User shall pay careful attention to prevent loss or alteration of its information, or failure of or damage to equipment held by the User, or any other problem. The Company shall in no event be liable for such damage incurred by the User.

Article 13. Ownership of Rights

All ownership and the Intellectual Property Rights pertaining to the Corporate Website and the Services shall be vested in the Company or persons who have granted a license to the Company, and licensing of the Services under the registration set forth in these Terms of Use does not mean a license to use the Intellectual Property Rights of the Company or persons who have granted a license to the Company with respect to the Corporate Website or the Services.

Article 14. Suspension of Use of the Services, Cancellation of Registration, etc.

1. The Company may temporarily suspend the use of the Services or cancel the registration as a Registered User without prior notice or demand when :
(1) The Registered User has breached any of the provisions of these Terms of Use;
(2) Any of the Registration Information the Registered User is found to be false;
(3) The Registered User falls into a state of suspension of payments or insolvency, or a petition for commencement of bankruptcy proceedings, of civil rehabilitation proceedings, of corporate reorganization proceedings, cof special liquidation or of any similar proceedings is filed;
(4) The Registered User has not used the Services for twenty four months or more, nor has responded to the Company’s contact;
(5) The Registered User falls under any of the sub-paragraphs of Article 3.4; or
(6) In addition to the foregoing, when the Company determines it inappropriate to maintain the registration as a Registered User.
2. If any of the events set forth in the preceding paragraph occurs, any and all obligations owed to the Company by the Registered User shall be automatically accelerated, and the Registered User must immediately pay all obligations and/or duties to the Company.
3. The Company shall not be liable for any damage incurred by the Registered User as a result of the action taken by the Company pursuant to this Article.

Article 15. Withdrawal

1. The Registered User may cancel its registration as a Registered User by and upon giving notice to the Company in the manner prescribed by the Company.
2. In relation to withdrawal, any and all obligations owed to the Company by the User (if any) shall be automatically accelerated upon application for cancellation, and the User must immediately pay the Company all obligations.

Article 16. Waiver of Warranty and Disclaimer

1. The Company makes no warranty of any kind with regard to the contents provided through the services of the Company. When any error is found in the contents or otherwise when deemed necessary by the Company, the Company may update the information. However, the Company shall not be obliged to carry out such update.
2. The User shall research at its own responsibility and expense whether or not the use of the Services would constitute a breach of laws or regulations, internal rules of industry associations, etc. applicable to the User. The Company disclaims all warranties that the Services are fit for a particular purpose of the User, that Services have expected features/merchantability/accuracy/availability, or that the use of the Services by the User will comply with laws and regulations, internal rules of industry associations, etc. applicable to the User.
3. It is the User's responsibility to deal with and settle any transactions, communications, disputes, etc. arising between the User and another User or a third party in connection with the Services or the Corporate Website and application program. The Company shall not be responsible for any such matters.
4. In no event the Company shall be liable for any damages incurred by the User for example, in relation to interruption, suspension, termination, unavailability or change by the Company of the provision of the Services, deletion or loss of messages or information transmitted by the User, cancellation of the registration of the Registered User, loss of data or failure of or damage to its equipment through the use of the Services, or otherwise in connection with the Services.
5. The Company shall be liable for damages only when it has caused damage to the User due to intentional act or gross negligence on the part of the Company in providing the Services. None of the waiver clauses of the Company in these Terms of Use is applied to the cases where there is intentional actor gross negligence on the part of the Company.
6. In the case where the Company is liable to the User for damages (such as in the case of the preceding paragraph or as a result of application of the Consumer Contract Act or other laws), the scope of damages compensable shall be no greater than the total amount of usage fees for the Services actually received the Company has got from the User in the one month prior to the date on which such event as giving rise to the damage occurs. This Article applies to all damages, whether for failure to perform obligations, defect warranty, obligation to restore to the original state, tort or any other cause of damage.
7. The Company makes no warranty that the Company's site is virus free. The User shall take safety measures for its own protection, and use a virus scanner before downloading any information, software, or documents.
8. Even if a link from the Corporate Website to another website or a link from another website to the Corporate Website is offered, the Company shall not be responsible for any websites other than the Corporate Website and information obtained therefrom for any reason whatsoever.

Article 17. Compensation of Damages

When the User has caused damage to the Company as a result of breach of these Terms of Use, or in connection with use of the Services, it must compensate the Company for such damage.

Article 18. Confidentiality

1. For the purposes of these Terms of Use, the "Confidential Information" shall mean any and all information pertaining to the Company's technical, business, operational, financial, organizational or other matters furnished or disclosed to the User by the Company, learned by the User from the Company in writing, orally or through recording media, etc. in connection with the Service Agreement or the Services; provided, however, the following information shall be excluded from the Confidential Information; the information that: (1) is already in the public domain or already learned at the time when furnished or disclosed by or learned from the Company; (2) becomes available to the public by publications or other means through no fault of its own after furnished or disclosed by or learned from the Company; (3) is lawfully obtained from a third party having the authority to furnish or disclose without bearing any confidentiality obligation; (4) is independently developed without the use of Confidential Information; or (5) is confirmed in writing by the Company that the confidentiality thereof is not required to be maintained.
2. The User shall use the Confidential Information solely for the purpose of using the Services, and shall not furnish, disclose or divulge the Company's Confidential Information to any third party without the written consent of the Company.
3. Notwithstanding the provisions of paragraph 2 of this article, the User may disclose Confidential Information pursuant to laws or orders, demand or request of courts or governmental agencies; provided, however, that if the User has received such order, demand or request, it must promptly notify the Company of that.
4. The User shall return or destroy Confidential Information as well as documents and other recording media and all reproductions thereof stating or containing Confidential Information without delay according to the instructions of the Company at any time when requested by the Company.

Article 19. Handling of Personal Information

1. Handling of the User's usage information by the Company shall be in accordance with the privacy policy separately set out by the Company, and the User agrees to the Company’s handling the User's personal information in accordance with said privacy policy.
2. The Company may use and publish information, data, etc. provided by the User to the Company in its own discretion as statistical information in a form that cannot identify an individual.

Article 20. Effective Term

The Service Agreement shall remain in full force and effect between the Company and the User while providing the Services.

Article 21. Changes to and Termination of the Services, etc.

1. The Company shall be entitled to change the details of the Services or terminate the provision thereof for the convenience of the Company. If the Company terminates the provision of the Services, the Company shall notify the User via the Corporate Website and application program.
2. The Company reserves the right to change at will the details of the Services.
3. The Company shall in no event be liable for any damage incurred by the User as a result of measures taken by the Company pursuant to this Article.

Article 22. Contact/Communication/Notice

1. Any inquiries with respect to the Services, other contact/communications or notices from the User to the Company, and notices concerning amendment to these Terms of Use, other contact/communications or notices from the Company to the User shall be made in accordance with the procedures specified by the Company.
2. Any contact/communications or notice set forth in the preceding paragraph shall become effective at the time when the Company posts on the Company's site, transmits e-mail or sends a document, respectively, in the case where the Company gives the said contact/communications or notice by posting on the Company's site, transmitting e-mail or sending a document.

Article 23. Assignment of this Agreement, etc.

1. The User may not assign, transfer, offer as security or otherwise dispose of the status under the Service Agreement or the rights or obligations under these Terms of Use to a third party without the prior written consent of the Company.
2. If the Company transfers the business pertaining to the Services to another company, it may transfer the status under the Service Agreement, rights and obligations under these Terms of Use as well as the Registration Information of the Registered User and other customer information to the assignee along with such business transfer, and the Registered User shall be deemed to agree to such transfer in advance according to this paragraph. For the avoidance of doubt, the business transfer set forth in this paragraph shall include not only a normal business transfer but also a company split or any other cases of transfer of the business.

Article 24. Amendment to these Terms of Use, etc.

1. The Company reserves the right to amend these Terms of Use (including the rules, various provisions, etc. concerning the Services posted on the Corporate Website and application program; the same applies hereinafter in this Article). If the Company has amended these Terms of Use, it shall notify the User of the details of such amendments on the Corporate Website and application, and when the User uses the Services after such notice of amendments, the User shall be deemed to agree to the amendments to these Terms of Use.

Article 25. Severability

If any of the terms and conditions of these Terms of Use or any portion thereof is held to be invalid or unenforceable by the Consumer Contract Act or other laws or regulations, etc., the remaining provisions of these Terms of Use and the remainder of the provision with respect to which portion thereof is held to be invalid or unenforceable shall continue to be fully valid, and the Company and the User shall endeavor to correct such provision or portion as held invalid or unenforceable to the extent necessary to make it valid and enforceable so that the purport of such provision or portion held invalid or unenforceable and the same legal and economic effects thereof can be ensured.

Article 26. Surviving Clause

The provisions of Articles 16 through 19, Articles 22 through 23, and Articles 25 through 28 shall survive the termination of the Service Agreement.

Article 27. Governing Law and Agreed Jurisdiction

These Terms of Use shall be governed by and construed in accordance with the laws of Japan. All disputes arising out of or in connection with these Terms of Use shall be submitted to the exclusive jurisdiction of the Osaka District Court of Japan in the first instance.

Article 28. Discussion and Settlement

The Company and the User shall endeavor to resolve any matters not covered by these Terms of Use or any doubts arising with respect to the interpretation hereof promptly upon mutual discussion according to the principle of good faith.

[Established on July 15, 2014]

[Revised on July 31, 2015]

[Revised on December 15, 2015]

[Revised on April 1, 2016]

[Revised on Feburuary 27, 2017]


Terms and Conditions for Agreement between the Company and the Lecturers

Article 1. Purpose

These terms and conditions are to be applicable to outsourcing agreement between ShareWis Inc.( hereinafter referred to as "the Company") and Lecturers (as defined by Article 2), which are made when the Company outsources Lecturers to create or provide Lecture Content (as defined by Article 2) to be used for learning materials on the Site (as defined by Article 2) created or produced by the Company.

Article 2. Definitions

The following words and terms used in these Terms and Conditions shall have the following meanings:
(1) "Lecture Content" shall mean any contents created and provided by the Lecturer to the Company in order for the Company to sell Users for a fee (including but not limited to text, images, videos and other data).
(2) "Site" shall mean, generally in these Terms and Conditions, a site consisting of (i) a page for explaining each individual Lecture Content and putting them together into each course (hereinafter referred to as the "Pro Course Page"), (ii) a page for letting Users browse and view each individual Lecture Content (hereinafter referred to as the "Page for Browsing Lectures"), and (iii) site, web site and intranet site which are created by the Lecture Content .
(3) "Service" shall mean the service of a learning site named ShareWis created by the Company, the details of which is that the Company provides the Lecture Content, which is provided by the Lecturer or the Company, to Users for free or for a fee.
(4) "User" shall mean any individual or corporation that has been registered as a User of the Services.
(5) "Lecturer" shall mean any individual or corporation who provides the Lecture Content to the Company.
(6) "Agreement" shall mean the outsourcing agreement that takes effect between the Company and the Lecturer in compliance with all provisions of articles of these Terms and conditions.

Article 3. Obligations or Duties of Lecturer

1. Obligations and Duties of the Lecturer (the "Duties") shall be as follows:
(1) Obligations and duties to produce/provide the Lecture Content, which is to be provided to the Users in relation to the Services (including, advance preparation needed for appearance, for example, configuration of the Lecture Content, writing scenario etc. , provision of lecture materials); and
(2) Other obligations and duties which arise from work which the Company outsources to the Lecturer relating to any obligation or duty of the above, in each case.

Article 4. Examination, Removal and Modification, etc. of Lecture Content

1. The Company shall examine the Lecture Content provided by the Lecturer according to the exhibit named "Regarding the Lecture Content." If the Company determines it is available to be published, it shall have the right to produce the Page for Browsing Lectures and the Pro Course Page; provided, however, that, in such case, the Company reserves the right to change or modify some part of the Lecture Content to a reasonable extent, and the Lecturer consents to the same.
2. If the Company determines that the Lecture Content provided by the Lecturer needs to be modified, the Company may request the Lecturer to modify the same.
3. If the Lecturer fails to modify the Lecture Content within seven days from the request for modification by the Company set forth in the preceding paragraph, and the Company determines such Lecture Content cannot be published on the Site, the Company may refrain from publishing such Lecture Content on the Site.
4. The Lecturer may modify the Lecture Content published on the Site with the consent of the Company.
5. If the Company determines that the Lecture Content published on the Site needs to be modified or removed after publication, the Company shall have right to modify or remove the said content with prior notice to the Lecturer. The Company shall not be liable for damages which incurred by the Lecturer as a result of modification or removal of the said content.
6. Procedures set forth in paragraph 1 through paragraph 3 of this Article apply in the case where the Lecturer desires to add any new Lecture Content on the Site.

Article 5. Password and User ID Management

1. The Lecturer shall be responsible for its password and user ID management and storage, and shall not let a third party to use, nor rent, assign to anyone, or change the name of it, or sell or purchase it to anyone, or otherwise dispose of the same..
2. The Lecturer shall be, and the Company shall in no event be, liable for damage due to inappropriate management, misuse or use of the password or user ID by a third party, etc.
3. In the event that the password or user ID is found to be stolen or exploited by a third party, the Lecturer shall immediately notify the Company to that effect and follow the instructions of the Company.

Article 6. Sales Promotion

1. The Lecturer shall be entitled to carry out promotion, advertising or other sales promotion of the Site at its own expense in order to acquire Users.
2. The Company may supply brochures, product descriptions and other promotional materials for the sale of the Site to the Lecturer for free or for a fee upon discussion with the Lecturer.

Article 7. Users and Response to Users

The Lecturer shall assume the obligation to respond directly to any inquiries about the details of the Lecture Content from Users; provided, however, that the Company may directly respond to any malfunction/error/damage of the system and issues requiring technical knowledge, as necessary.

Article 8. Service Fee

1. The following calculation criteria shall apply to a service fee in the Lecturer’s Duties:
(i) Users acquired through an affiliate URL placed by the Lecturer:
90% of the price of sales to Users
(ii) Users acquired through advertisements placed by the Company or an affiliate URL spread by an affiliate marketer requested by the Company:
40% of the price of sales to Users
(iii)Users other than those specified in (i) and (ii):
60% of the price of sales to Users
2. The Company shall sum up service fees at the end of each month, and notify the Lecturer by the tenth day of the second month thereafter (hereinafter referred to as the "Sales Report").
3. If, after the Sales Report set forth in the preceding paragraph, the Lecturer gives notice to the Company indicating its intention to receive payment (hereinafter referred to as the "Notice of Receipt") by the fifteenth day of each month, the Company shall transfer the amount calculated in accordance with Article 8.1 to the bank account designated by the Lecturer by the end of the month in which the Notice of Receipt is given (or the immediate preceding business day of the financial institution if such day falls on a Saturday, Sunday or holiday). Bank transfer fee shall be borne by the Lecturer.
4. If, after the Sales Report set forth in paragraph 2 of this article, the Notice of Receipt of the Lecturer is given to the Company on or after the sixteenth day of each month, the Company shall transfer the amount calculated in accordance with Article 8.1 to the bank account designated by the Lecturer by the end of the month immediately following the month in which the Notice of Receipt is given (or the immediate preceding business day of the financial institution if such day falls on a Saturday, Sunday or holiday). Bank transfer fee shall be borne by the Lecturer.
5. If a User returns the Lecture Content for any reason (except for the case of returns for any reason attributable to the Company), the obligation to pay outstanding service fees for such returned content shall be extinguished, the Lecturer shall be obliged to refund paid service fees immediately to the Company.
6. If any amount to be refunded to the Company by the Lecturer arises as set forth in the preceding paragraph, such amount may be set off against the service fees payable by the Company to the Lecturer pursuant to this Article.

Article 9. Report

The Company shall report the following matters to the Lecturer in the manner prescribed by the Company by the tenth day of each month:
1. Types, quantity and total amount of sales of the Lecture Content sold by the Company during the month two months prior to the current month; and
2. The amount of service fee arising during the month two months prior to the current month.

Article 10. Licensing

1. The Company and the Lecturer mutually acknowledge that the Lecturer holds the copyright to the Lecture Content provided by the Lecturer to the Company.
2. The Lecturer covenants to the Company that it grants to the Company a non-exclusive license to use the Lecture Content, the Course Page, and any content produced based on the Lecture Content such as the Page for Browsing Lectures (hereinafter referred to as the "Content, etc.") within the scope of the purpose of performing the Services in any manner permitted by the Copyright Act such as reproduction/distribution/public transmission (including the rights stipulated in Article 27 and Article 28 of the Copyright Act), and to sublicense to third parties (collectively, hereinafter referred to as the "Reproduction, etc."), and that it will not exercise its moral right of an author against the Company and a third party designated by the Company.
3. In any of the following cases, the Lecturer covenants to the Company that it grants to the Company a license to make Reproduction, etc. of the Content, etc. for free and will not exercise its moral right of an author against the Company and a third party designated by the Company:
(i) In the case where the Company edits the Lecture Content in order to provide the Services to Users;
(ii) In the case where it is necessary for advertising the Services;
(iii)In the case where it is necessary for data backup; or
(iv)In other cases where both the Company and the Lecturer determine necessary upon mutual discussion.
4. The Lecturer shall grant to the Company a license to use the demonstration provided by the Lecturer in the Lecture Content (hereinafter referred to as the "Demonstration") pursuant to paragraph 2 and paragraph 3 of this Article.
5. The Company shall be entitled to freely use for free, in its own discretion, any still photo, portrait, handwriting, biography, etc. provided by the Lecturer for the purpose of advertising the Services, and the Lecturer consents to the same in advance.
6. The Company shall develop technical measures to prevent the reproduction, use, etc. of the Lecture Content on the Site by a third party in using such Lecture Content.
7. In the event that a third party (including Users) makes Reproduction, etc. of the Lecture Content without permission of the Company through no fault of the Company, the Company shall in no event be liable for any damage incurred by the Lecturer as a result thereof.
8. The license period specified in this Article shall be the same with the period while the Company provides the Lecture Content in relation to the Service; provided, however, that if a User purchases the Lecture Content, the Lecturer shall admit the viewing by the User without separate compensation even after such license period.

Article 11. Licensing of Materials, etc. created in the Process of Preparation of the Lecture Content

1. The Company and the Lecturer mutually acknowledge that the Lecturer owns copyrights to materials, etc. created or prepared in the process of preparation by the Lecturer of the Lecture Content, if any.
2. The Lecturer covenants to the Company that it grants to the Company and a third party designated by the Company a license to make Reproduction, etc. of materials, etc. set forth in the preceding paragraph for free, and to the Company a license to make a modification necessary for using the materials, etc. set forth in the preceding paragraph, and that it will not exercise its moral right of an author against the Company and a third party designated by the Company.

Article 12. Use of Profile, etc.

The Lecturer covenants that it grants to the Company a license to make Reproduction, etc. for free of information (excluding the Lecture Content) uploaded by the Lecturer onto the profile page or other web pages of the Site, and that it will not exercise its moral right of an author against the Company and a third party designated by the Company.

Article 13. Warranty

1. The Lecturer warrants to the Company that the Lecture Content does not infringe any patent rights, utility model rights, design rights, trademark rights, copyrights, layout-design exploitation right, etc. (hereinafter referred to as the "Intellectual Property Rights, etc.") of any third party.
2. If any dispute arises out of the Lecture Content, the Company reserves the right to remove such Lecture Content without the consent of the Lecturer, and shall not be liable for damages incurred by the Lecturer, if any, as a result of such measure.
3. If any dispute arises with a third party out of the Lecture Content provided by the Lecturer, the Lecturer shall deal with that issue at its responsibility and expense.

Article 14. Outsourcing of Production of the Lecture Content

1. If the Lecturer desires, the Company shall introduce a production company of the Lecture Content to the Lecturer.
2. If a contract agreement for production of Lecture Content is executed by and between a company producing Lecture Content (hereinafter in this Article, the "Production Company") and the Lecturer, the following provisions are applicable to such case:
(1) The Company shall receive from the Lecturer a fee for production of the Lecture Content payable by the Lecturer to the Production Company, and the Company shall outsource, on behalf of the Lecturer, the service to carry out affairs related to the payment of fees for production of the Lecture Content to the Production Company; and
(2) The Lecturer shall also report to the Company the amount of fees for production of the Lecture Content paid during the current month in addition to the matters to be reported set forth in Article 9.
3. The Company and the Lecturer mutually acknowledge that a contract agreement for production of the Lecture Content is executed directly by and between the Lecturer and the Production Company, and the Company is not a party to the contract agreement for production of the Lecture Content.
4. The Company makes no warranty of any kind with regard to the quality, legality or availability, etc. of the Lecture Content produced by the Production Company when it is outsourced by the Lecturer, nor shall the Company be liable for any matters arising out of the contract agreement by and between the Lecturer and the Production Company (including a liability for defect warranty for the Lecture Content produced by the Production Company of the Lecture Content).
5. Any dispute arising between the Lecturer and the Production Company or a third party in relation to production of the Lecture Content shall be resolved by the Lecturer or the Production Company at its responsibility and expense.

Article 15. Storage and Backup of Data, etc.

1. It is the responsibility of the Lecturer to back up data of the Lecture Content.
2. The Company shall not be responsible for any loss of data of the Lecture Content on the Site for whatever the cause.

Article 16. Unauthorized Use by Users, etc.

1. If there is any misconduct by a User and a third party in connection with use of the Site, the Company may take necessary measures such as suspension of use of the Site without prior notice or demand.
2. In no event shall the Company be liable for damages incurred by Users and the Lecturer as a result of measures taken by the Company pursuant to this Article.

Article 17. Unauthorized Use of the Site by the Lecturer

1. If there is any misconduct in connection with use of the Site or breach of any obligation under these Terms and Conditions by the Lecturer, the Company may take necessary measures such as suspension of use of the Site without prior notice or demand.
2. In no event shall the Company be liable for damages incurred by the Lecturer as a result of measures taken by the Company pursuant to this Article.

Article 18. Suspension or Discontinuation of Provision of Services due to Facilities, etc.

1. The Company reserves the right to suspend or discontinue the provision of services under these Terms and Conditions when:
(1) it is unavoidable for the purpose of maintenance or construction of the Company or any system or telecommunication equipment, etc. used by the Company;
(2) any unavoidable failure occurs with respect to the Company or its system or telecommunication equipment, etc. used by the Company;
(3) it becomes difficult to provide services under the Agreement as a result of suspension or discontinuation of the provision of telecommunication services by a telecommunications carrier other than the Company; or
(4) it becomes impossible to operate the Site due to force majeure such as earthquake, lightning strike, fire, wind and flood damage, blackout or natural disaster.
2. If the Company suspends or discontinues the provision of services pursuant to any of the provisions of the preceding paragraph, it shall notify the Lecturer in advance to such effect; provided, however, that this shall not apply to emergency situations.
3. In no event shall the Company be liable for damages incurred by the Lecturer as a result of measures taken by the Company pursuant to this Article.

Article 19. Prohibited Acts

In connection with use of the Services, the Lecturer shall not:
(i) transmit or post false information;
(ii) alter or delete, or attempt to alter or delete information that may be available through the Services;
(iii)infringe any rights of others such as a copyright, trademark right, privacy right, legal name, portrait right, reputation of any User, any other Lecturer, any other third party or the Company;
(iv)discriminate or slander any User, any other Lecturer, any other third party or the Company, or act to damage the reputation or credibility of any User or any other third party or the Company;
(v) engage in any act that is likely to infringe any property, privacy, portrait right or publicity right of any User, any other Lecturer, any other third party or the Company;
(vi)transmit e-mail for advertising, promotion, solicitation purposes, etc. without permission to any User, any other Lecturer, any other third party or the Company, nor transmit e-mail that would cause a recipient to have an unpleasant feeling, interfere with receipt of e-mails of others, request a third party to forward a chain mail or forward an e-mail upon such request of others;
(vii) cause damage (including but not limited to physical damage, psychological damage, economic damage) to any other Lecturer;
(viii) commit an act that is linked to a crime such as fraud;
(ix)establish or solicit a multi-level sales program (pyramid scheme);
(x) sell or solicit any of the following goods/services, etc.;
a. sell or solicit any goods/services of a specific business operator;
b. sell or solicit any specific financial instruments or investment method;
c. solicit a loan or debt consolidation;
d. sell or solicit matching service such as services to introduce marriage partners or services to arrange a date with a person of the opposite sex; or
e. sell or solicit other goods or services that are not necessary for the implementation of the course.
(xi)transmit or post any image or document, etc. that would constitute obscenity or child abuse;
(xii) use personal information pertaining to any User learned in connection with the use of the Services for any purpose other than that of the Services;
(xiii) engage in advertising/promotional/sales activities, public office election campaign, solicitation for specific thought/religion or any similar activities, or use or provide or recommend a third party any harmful program such as computer virus;
(xiv) use the Services by impersonating any User, any other Lecturer, or any other third party ;
(xv) attempt to gain unauthorized access to other computer systems or networks connected to the Services;
(xvi) other than the above, engage in any act that violates laws or regulations or public order and morality (including but not limited to prostitution, violence, atrocities) or in any act that is prejudice to any User, any other Lecturer, any other third party or the Company;
(xvii) introduce, mediate, etc. any service that competes with or is likely to compete with the Services to any User, any other Lecturer or any other third party;
(xviii) share and use the ID with more than one person;
(xix) encourage or facilitate any of the acts set forth above; or
(xx) engage in any other acts deemed inappropriate by the Company.

Article 20. Compliance Rules

The Lecturer shall not change or remove the Lecture Content after publication without the consent of the Company.

Article 21. Suspension, etc. of the Services

1. The Company may suspend or interrupt the use of the Services in whole or in part without prior notice to the Lecturer in the event that:
(1) a routine or emergency inspection or maintenance work of the computer systems relating to the Services is performed;
(2) a computer or communication line, etc. is disrupted due to an accident;
(3) it is unable to operate the Services due to force majeure such as fire, blackout, natural disaster; or
(4) the Company determines that suspension or interruption is required for other reasons.
2. The Company may terminate the provision of the Services for its convenience. In such case, the Company shall inform the Lecturer in advance.
3. The Company shall not be liable for any damage incurred by the Lecturer as a result of measures taken by the Company pursuant to this Article.

Article 22. Confidentiality

Neither the Company nor the Lecturer shall divulge to a third party the other party's business, technical or any other confidential information learned in connection with the Agreement for ten years from the termination of the Agreement as well as during the effective term of the Agreement.

Article 23. Communication/Notice

1. The Company shall notify the Lecturer as needed of any matters that the Company determines necessary by posting on the Site, transmitting e-mail or in any other manner as the Company deems appropriate.
2. A notice set forth in the preceding paragraph shall become effective from the time when the Company posts on the Company's site, transmits e-mail or send documents in the case where the Company gives notice set forth in the preceding paragraph by posting on the Company's site, transmitting e-mail or sending documents, respectively.

Article 24. Assignment, etc. of the Agreement

1. The Lecturer may not assign, transfer, offer as security or otherwise dispose of the status under the Agreement or the rights or obligations under these Terms and Conditions to a third party without the prior written consent of the Company.
2. If the Company transfers the business pertaining to the Services to another company, it may transfer the status under the Agreement, rights and obligations under the Agreement as well as the Registration Information of the Lecturer and other customer information to the assignee of such business transfer along with such business transfer, and the Lecturer shall be deemed to agree to such transfer in advance for the purpose of this paragraph. For the avoidance of doubt, the business transfer set forth in this paragraph shall include not only a normal business transfer but also a company split or any other cases of transfer of the business.

Article 25. Changes the Details, etc. of the Services

1. The Company shall be entitled to change the details of the Services or terminate the provision of the Services thereof for the convenience of the Company. If the Company terminates the provision of the Services, the Company shall notify the Lecturer in advance.
2. In no event shall the Company be liable for damages incurred by the Lecturer as a result of measures taken by the Company pursuant to this Article.

Article 26. Amendment to the Agreement

If the Company amends the Agreement, it shall notify the Lecturer of such amendments, and after notice of such amendments, if the Lecturer uses the Services or if it does not cancel the Agreement within the period specified by the Company, the Lecturer shall be deemed to agree to the amendments to the Agreement.

Article 27. Effective Term

The effective term of these Terms and Conditions shall be the same as the period of providing the Services.

Article 28. Acceleration

1. In the event that either the Company or the Lecturer breaches any of the provisions of the Agreement, the relevant party shall demand the other party to perform its obligations by specifying the period of two weeks or more, and if such breach is not rectified within such period, any and all obligations owed to the other party under the Agreement and individual agreement shall be accelerated and immediately due and payable in full.
2. In the event either the Company or the Lecturer falls under any one of the following, any and all obligations owed to the other party by the relevant party under the Agreement and individual agreement shall be accelerated and immediately due and payable in full without notice or demand of any kind from the other party:
(i) Any one of the notes or checks drawn or endorsed by it is dishonored;
(ii) A petition for commencement of bankruptcy, corporate reorganization, civil rehabilitation proceedings is filed by it or against it by a third party;
(iii)It is subject to compulsory execution such as attachment, provisional attachment, provisional disposition due to its failure to perform obligations;
(iv)It makes a resolution for dissolution, merger, company split or transfer of whole or a part of its business;
(v) Its financial conditions deteriorate, or there is a reasonable cause to believe it is likely to deteriorate;
(vi)It is an organized crime group, organized crime group member, organized crime group related association or related party, or any other antisocial force (hereinafter referred to as the "Organized Crime Group, etc.");
(vii) It engages in any fraud, conducts assault and battery, or uses intimidatory language by itself or through any third party to the other party;
(viii) It deliberately indicates that it is a part of the Organized Crime Group, etc., or its related association or related party is a part of the Organized Crime Group, etc.; or
(ix)The Company's or the Lecturer's related association or related party deliberately indicates that it is a part of the Organized Crime Group, etc.

Article 29. Cancellation of Agreement, etc.

1. The Company shall have the right to remove the Lecture Content or temporarily suspend the use of the Services, or cancel the Agreement without any notice or demand of any kind to the Lecturer in the event that the Lecturer:
(1) breaches any of the provisions of the Agreement; or
(2) falls under any of the sub-paragraphs of Article 28.2.
2. The Lecturer shall have the right to cancel the Agreement without any notice or demand of any kind to the Company if the Company:
(1) breaches any of the provisions of the Agreement; or
(2) falls under any of the sub-paragraphs of Article 28.2.
3. Neither the Company nor the Lecturer shall be liable for damages incurred by the other party as a result of measures taken by it pursuant to this Article.

Article 30. Data after Termination of Agreement, etc.

If the Agreement is terminated for whatever the reason, the Company shall not assume the obligation to return or store, etc. any lecture data remaining in the server, and may delete the same without notice, etc. of any kind to the Lecturer.

Article 31. Waiver of Warranty and Disclaimer

1. It is the Lecturer's responsibility to deal with and settle any transactions, communications, disputes, etc. arising between the Lecturer and another Lecturer or a third party in connection with the Services. The Company shall not be responsible for any such matters.
2. In no event the Company shall be liable for any damage incurred by the Lecturer in relation to interruption, suspension, termination, unavailability or change by the Company of the provision of the Services, damage to or loss of lecture data due to overload of a system, system failure, etc., deletion or loss of messages or information transmitted by the Lecturer, cancellation of the registration of the Lecturer, loss of data or failure of or damage to equipment through the use of the Services, or otherwise in connection with the Services.
3. If the Company is liable to the Lecturer for damages for some reason, the Company shall not be liable for damages incurred by the Lecturer exceeding the total amount of the service fees paid by the Company to the Lecturer over the past twelve months pursuant to the Agreement, nor shall be liable for any incidental damage, indirect damage, special damage, future damage and damages related to loss of profits.
4. The Company makes no warranty that the Site is virus free. The Lecturer shall take safety measures for its own protection, and use a virus scanner before downloading any information, software, or documents.

Article 32. Exemption due to Force Majeure

The relevant party shall not be responsible for any delay in performance, failure of performance or defective performance of all or a part of the Agreement due to natural disaster, war/civil war/riot, revision/abolition or enactment of laws or regulations, orders/disposition by public authorities, labor dispute, transportation/communication line accidents, steep rise in cost of raw materials/freight, significant fluctuations of exchange or other force majeure not attributable to the parties.

Article 33. Handling of Personal Information

1. Handling of the Lecturer's usage information by the Company shall be in accordance with the privacy policy separately agreed upon between the Company and the Lecturer, and the Lecturer agrees to the handling by the Company of the Lecturer's personal information in accordance with said privacy policy.
2. The Company may use and publish information, data, etc. provided by the Lecturer to the Company in its own discretion as statistical information in a form that cannot identify an individual.

Article 34. Severability

If any of the terms and conditions of the Agreement or any portion thereof is held to be invalid or unenforceable , etc for whatever the reason, the remaining provisions of these Terms and Conditions and the remainder of the provision with respect to which portion thereof is held to be invalid or unenforceable shall continue to be fully valid

Article 35. Agreed Jurisdiction

All disputes arising in connection with the Agreement shall be submitted to the exclusive jurisdiction of the Osaka District Court of Japan in the first instance.

Article 36. Governing Law

The Agreement shall be governed by and construed in accordance with the laws of Japan.

[Established on July 31, 2015]

[Revised on December 15, 2015]

[Revised on July 6, 2016]

[Revised on Feburuary 27, 2017]

(Exhibit ) Regarding the Lecture Content
The Lecturer is not allowed to produce any Lecture Content that contains any of the following expressions/contents:

1. Any illegal or antisocial expression/content;
2. Any expression/content that is or is likely to be construed to be violent under normal social conventions;
3. Any expression/content that is likely to infringe any right of a third party including portrait rights;
4. Any expression/content that is likely to infringe intellectual property rights such as copyrights, design rights;
5. Any expression/content that is contrary to public order and morality;
6. Any obscenity, adult related expression/content;
7. Information about illegal arms, illegal drugs, non-controlled drugs, etc.
8. Information about pyramid schemes, multi-level marketing, business method that verges on multi-level marketing schemes, etc.;
9. Religion related expression/content;
10.Any expression/content that defames, slanders, attacks a specific individual, corporation, association, organization, etc.;
11.Any expression/content that misleads people into believing it to be an official posting or opinion of the Company;
12.Any link to a website that is in breach of any of the sub-paragraphs of this Article;
13.Other expressions/contents deemed inappropriate by the Company.

End