TERMS OF OF
OF
SERVICE

Article 1 (About These Terms)

• 1.These terms are intended to establish the provision condition of this service as well as the claims and obligations relations between the user and us and shall apply to all relations concerned with the use of our service between the user and us.
• 2.The rules published on our website(https://andassist.jp/) concerning the use of this service shall constitute a part of these terms.
• 3.If any explanation, etc. provided by us outside of these terms contradict with the content of these terms, the provisions of these terms shall prevail and be applied. Regarding matters that have been agreed separately between the user and us, the agreement shall prevail over these terms.

Article 2 (Definitions)

The following words shall have the meanings set forth below in these terms.

• 1.“We”, “Us”, and “Our” refers to And Assist Inc.
• 2.“This service” refers to the online outsourcing service provided by And Assist Inc.
• 3.“User” refers to the individual or company which has agreed to these terms and is applying or using this service.
• 4."This business" refers to the duties trust contract between the user and us taking place using this service.
• 5."An entry" refers to a certain amount of information specified by us for applying for the registration of the use of this service.
• 6."Entries" refers to the entry of the user and other information necessary for receiving this service.
• 7."Assistant" refers to our employee or subcontractor which will become the window for offering this service or fulfill the work for the user.
• 8."Deliverable" refers to the product such as work manuals, reply templates, reports, documents, etc. generated by an assistant in the process of pursuing a request from a user through this service.
• 9.“Service fee" refers to the value of the use of this service which is specified separately.
• 10.“Reimbursed expenses” refers to the amount of expenses we have reimbursed as a part of the expenditure of the user produced from using this service.

Article 3 (About the role of this service and the nature of business)

• 1.The contract established by the user and us by agreeing to these terms is a duties trust contract for the purpose of dissolving the task of the user. However, the labor provided to the user by an assistant is not a contract duty for the purpose of the completion of constant work. Therefore, even if the task requested by the user is not complete, the price specified in Article 7 shall occur.
• 2.Our team is constructed by independent or multiple assistants which we have appointed and we will handle each user's request by considering the appropriate method of accomplishing the task as a team. The assistant's method of fulfilling the task and evaluation is to be decided between the assistant and us, and an employment agreement or labor contract of any kind is not established by any means between the assistant and the user. Matters regarding the assistant's time and place is to be arranged between the assistant and us, and the user is restricted from designating or managing the assistant's time or place of fulfilling the task or making requests that are beyond the limits of the subcontract such as the business content or the method of fulfilling the task. In addition, matters regarding the assistant's on-the-job rules are to be decided between the assistant and us and cannot be decided by the user.
• 3.This service is provided by forming teams consisting of several assistants for each account to offer an extensive service function. Therefore, it is assumed that that user has agreed to entrust a third party with all or part of the task required for the provision of this service on our responsibility.
• 4.This service, when necessary for the fulfillment of a task, shall be able to share one account between several users (board members and employees in the case of corporate users, family members and people engaging in the business in the case of individual users). However, in the case when several users share an account, the debt towards us for using this service shall be joint for all users of the account, and we shall be able to request the full price specified in Article 7 from a single user who has used the concerned account. We are not liable for any damage caused by several users sharing an account. In addition, all notices and indications of our intention prescribed in these terms conducted towards the user are assumed to be done towards all users of the account if conducted towards a single user registered under the account.
• 5.Assistants will cope with the user's request based on their techniques and experiences, but this service is not aimed for services such as offering advice based on high expertise. Therefore, services that require statutory qualifications such as the Lawyers Act, the Certified Public Accountants Act, the Licensed Tax Accountant Act, the Act on Public Consultants on Social and Labour Insurance, and the Travel Agent Act, etc. are beyond the range of this service. The task which the user requests from an assistant must be within a range that is not against laws and ordinances. In addition, the user shall consent to having a chance of getting their request denied if we or an assistant decide that the user's request is beyond the range of this service. In addition, we may change the content of service provided depending on changes of the law or the interpretation of various groups.
• 6.When a contract for the use of this service is established, the user is provided a certain use time within a set period decided for each account, but it is also a part of this service for the user to be able to receive service anytime during hours set by us. Even if there is an unused time within the period set beforehand, the right to use this time shall become invalid once this period has past and shall not transfer to the next period.
• 7.Assistants of this service will handle support services to fulfill the user's request. We or the assistants are responsible for regular expenses that occur when fulfilling the task such as communication equipment, but the user will be responsible for additional expenses or expenditures that occur from the user's request towards the assistant.
• 8.We shall be able to entrust a third party with some or all of these tasks.
• 9.If there is no request for revision from the user within one month after the submission of the deliverable, it shall be considered that it has been approved.
• 10.Assistants will give suggestions and respond towards the user to resolve their tasks with a mindset of being in a partner relations with the user. Acts that inhibit our provision of this service as partner relations such as forcing the assistant to compensate damage, making the assistant join a multi-level marketing, and seeking responsibility for damage that is not attributable to us, etc. is prohibited. If such act is found, we shall delete the user's registration and terminate the terms of use of this service or temporarily suspend the use of this service without prior notice even if it is still during the term of a contract.

Article 4 (Registration)

• 1.Any person who wishes to use this service shall apply for registration by agreeing to these terms and providing entries through the method we designated.
• 2.We shall decide if the user who applied for the registration based on the previous section is able to register or not according to our standards and will notify the user once they are registered. The registration for this service shall be complete when the user is notified by us.
• 3.At the time of the completion of the registration mentioned in the previous section, a contract of this service is established between the user and us, and the user will be able to use this service according to these terms.
• 4.If any of the following issues applies to the user applying for this service, we may refuse the registration and re-registration and we do not bear a duty of disclosure about the reason.
  • (1)When there are false matters, errors, or omissions in part or all of the entries provided.
  • (2)When the user is a minor, an adult ward, a person under curatorship, or a person under assistance and he/she does not have the permission of a legal representative, guardian, curator, or assistant.
  • (3)If it is decided that the applicant is part of antisocial forces or is involved with antisocial organizations, etc. that support the maintenance or operation of such groups by providing funds, etc.
  • (4)If the person wishing to apply has violated the contract between us in the past or if we decide that he/she is related to the person concerned.
  • (5)If the applicant has received measures specified in Article 11.
  • (6)When it is decided that the applicant is not suitable for registration for any other reason.

Article 5 Changes in Registration Entries

If a change occurs in registration entries, the user shall take procedures to change such entries by the method we established without delay. In addition, we shall not take responsibility for any damage caused by the user having delayed the procedure.

Article 6 (Management of Password and User ID)

• 1.It is the user's responsibility to manage the password and user ID for this service and it shall not be transferred, have the ownership changed, or be purchased or sold to a third party.
• 2.The user shall be responsible in the case when damage is caused from insufficient management of the password or user ID, errors during use, or the use from a third party, and we shall not be liable for such damages.

Article 7 (Fee and Payment Method)

• 1.The user shall pay the fee for this service to us by the method we have designated. In addition, a service fee occurs for every period set beforehand since the contract for this service has established, and even if the user has not used all of the use time given for each account, the fee for this service will not be reduced unless a individual contract was established separately.
• 2.The fee for this service is set depending on the plan specified separately(hereinafter referred to as “price plan”) and the user shall pay using the method specified separately. Fees that occur for the payment such as transfer fees and overseas remittance fees shall be paid by the user.
• 3.Expenditures and expenses that occur additionally while using this service shall be paid by the user and reimbursed expenses which we have covered shall be paid using the designated payment method.
• 4.For fees and reimbursed expenses that occur when multiple users are sharing the same account for this service, all users of the account are joint for all fees owed and we shall be able to request the full price specified in Section 1, Section 2, and Section 3 of this Article from a single user of the concerned account.
• 5.When a user delays the payment specified in this Article, the user shall pay a late charge of 14% per year to us.

Article 8 (Prohibited Acts)

• 1.The user must not perform any of the following acts when using this service.
  • (1)Acts that significantly affect our duties such as calling for an excessively prolonged time, sending similar inquiries repetitively, or forcing us to unreasonable duties.
  • (2)Acts that violate our honor, trust, copyright, patent right, utility model right, design right, trademark, portrait right, or privacy.
  • (3)Acts of forcing an assistant to perform duties that are not accepted in the Lawyers Act or other laws and regulations.
  • (4)Acts that disturb the progress of an assistant's duties including harassment and other disorderly behavior.
  • (5)Acts of inquiring confidential information that is not disclosed including an assistant's job condition or address.
  • (6)Acts of soliciting an assistant to a religion, political organization, or multi-level marketing.
  • (7)Acts of attempting to personally contact an assistant either online or offline including the transmission and reception of E-mails from the user or a substitute of the user.
  • (8)Acts of dealing directly with the assistant without using this service or acts of sending or accepting offers for such business, acts of inviting the assistant to work for a competing service or company.
  • (9)Acts such as verbal abusing or threatening an assistant or other acts that disturb our duties. In addition, other acts that we judge is inappropriate as a user.
  • (10)Acts that violate these terms or the law, acts against public order and morals, and acts that induce or promote such acts.
  • (11)Acts of showing or sending expressions that evoke sexual intercourse or sexual services, sexual images/documents, images/documents that are equivalent to child pornography or child abuse, acts of selling mediums of such content or showing or sending ads that evoke acts of sending, showing, or selling such mediums.
  • (12)Acts of mentioning confidential informations such as credit card numbers in the user's request details.
  • (13)Acts of using this service without carrying out procedures such as the report, registration, acquirement of approval and licenses from the supervisory authority, etc. based on laws and regulations if such procedures are required.
  • (14)Acts of transferring, buying or selling, changing the ownership, establishing the right of pledge, or collateralizing the right for using this service.
  • (15)Act of registering redundantly using different e-mail addresses, etc. without a rational reason.
  • (16)Act of registering on behalf of a user whose registration qualification has been canceled or erased.
  • (17)In addition, other acts which we judge is inappropriate.
• 2.If a user violates any of the acts in the previous section and causes damage to us or an assistant, the user shall be responsible to pay the compensation. The user will pay the fee for the month with the highest fee during the period from when the contract was signed to when the user has violated the previous section multiplied by 12.
• 3.The above shall remain in effect for 3 years after the contract has expired.

Article 9 (Suspension of Provision of this Service, etc.)

• 1.We shall suspend or stop the provision of all or part of this service without notifying the user in advance when it is decided as follows.
  • (1)When a computer or communication line affecting this service is stopped by an accident.
  • (2)When it becomes difficult to provide this service due to inevitable forces such as an earthquake, lightning strike, fire, wind and flood damage, power outage, or other natural disasters.
  • (3)In other cases when we judge that it is necessary to suspend or stop the provision of this service.
• 2.We are not liable for any damage that occurred to the user based on the measures we took mentioned in this article.

Article 10 (Attribution of Rights)

The user shall acquire the proprietary rights and intellectual property rights of deliverables that have been produced by a specific request from the user. However, if the full amount of the fee for using this service specified in Article 7 is not paid, the proprietary rights and intellectual property rights of deliverables shall be reserved by us until the payment for the full amount is complete. In addition, the intellectual property rights which we conventionally had shall be reserved by us.

Article 11 (Deregistration measures, etc.)

• 1.We may deregister, cancel the contract, or temporarily suspend this service without prior notification or warning to the user if any of the following applies to the user.
  • (1)Violates any of the Articles in these terms.
  • (2)If matters corresponding to Article 4 Section 4 (reason of refusal for registration and re-registration) become clear.
  • (3)In case of suspension of payment or insolvency, commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings, or any similar proceedings have taken place.
  • (4)If there is no response from the user towards our inquiry or communication seeking a reply for more than 30 days.
  • (5)In other cases which we decide that the use of this service, user registration, or continuation of the service contract is not appropriate.
• 2.We are not liable for any damage caused to the user due to the measures taken by us mentioned in this article.

Article 12 (Changes in Service Content, etc.)

• 1.We shall be able to change the contents of this service or discontinue the provision of this service at our own convenience.
• 2.If the contract between us and the subcontractor expires due to a request from the subcontractor and it is difficult to find a substitute subcontractor, the user shall prospectively consent to the possibility of the task becoming difficult to fulfill.
• 3.When it is difficult to provide this service in case of failure of communication terminal or application, natural disaster, server failure or other unavoidable reasons, we shall be able to stop our service without notice.
• 4.We shall not be liable for any damage caused to the user due to the measures taken by us mentioned in this article.

Article 13 (Denial of Warranty and Disclaimer)

• 1.We do not guarantee for this service to adapt a specific purpose for the user; to have the expected service, function, accuracy, or usefulness; to adapt or not cause malfunction to laws and regulations or rules of the organization applied to the user.
• 2.We shall not bear responsibility to compensate for any of the user's damage.
• 3.We are not concerned with the burden relations between the users towards the fee for this service and reimbursed expenses owed to us in the case when multiples users share a single account. We shall not bear responsibility for disputes such as debt and credit relations among the users.
• 4.Even if we take responsibility for a certain reason, we shall not take responsibility to compensate an amount that equals more than the value paid by the user in the past 12 months to us, and in addition, we shall not take responsibility to compensate for a damage such as an incidental damage, indirect damage, special damage, future damage, and loss of profits.
• 5.We will carry out our duty as a business owner prescribed by civil law, the Companies Act or other laws in the accomplishment of duties. However, we shall not take responsibility for business, communication, or dispute that occurs between users or third parties regarding this service unless it was our intention.

Article 14 (Confidentiality)

• 1.We and the user shall be obliged to manage information (hereinafter referred to as “confidential information”) that has been disclosed regarding this service with the care of a good manager and shall not disclose it to a third party unless there is a written consent. However, it will not be included as confidential information if any of the following apply.
  • (1)Information which the recipient had already acquired at the time of disclosure by the other party.
  • (2)Information that has been acquired without a duty of confidentiality from a third party by fair means.
  • (3)Information that is already in the public domain or enters the public domain after disclosure by the other party through no fault of the recipient.
  • (4)Information that has been independently developed by the recipient without reference to the confidential information.
  • (5)Information that has been obligated to disclosure based on laws and regulations.
• 2.We and the user shall disclose confidential information only to assistants, employees, and board members in need to know the confidential information, and concerning assistants, employees, and board members shall bear the duty that is equal to the duty of us and the user in these terms.
• 3.We and the user shall only reprint or copy the confidential information when necessary, and the information that has been reprinted or copied will be handled as confidential information based on this Article.
• 4.When it is no longer necessary to maintain the confidential information or there is a request from the person who disclosed the confidential information, we and the user shall immediately return or destroy all documents with the concerned information, recording medium, etc. according to the party's request.

Article 15 (Handling of Personal Information)

• 1.Details regarding our handling of the user's registration information shall be specified in our Privacy Policy, and the user shall be deemed to have agreed to our handling of information according to the privacy policy.
• 2.We are able to use and release the user's data provided to us by our discretion as statistical information in a form that cannot be used to identify an individual and and the user shall be deemed to have agreed to this.

Article 16 (Revision of the Terms of Use)

We shall be able to revise these terms. Once revised, these terms shall be effective for the user from the point it is displayed on our website of this service. However, if we decide that the revision has a significant influence on the user's rights and obligations, we shall notify the user beforehand through a predetermined method.

Article 17 (Contact and Notification)

The contact and notification from the user to us regarding this service including inquiries about this service and the contact and notification from us to the user including notification of the revision of these terms shall be made by the method designated by us.

Article 18 (Elimination of Anti-Social Forces)

• 1.The user as well as the user's board members, employees having an important position, customers, and stockholders with influence for the management substantially (hereinafter referred to as “user's board members, etc.”) must make it clear that they do not correspond to anti-social forces, members of anti-social forces, person who was a member of anti-social forces in the past 5 years, associate member of anti-social forces, a company affiliated with anti-social forces, corporate extortionist, a rogue person or group advocating a social or political movement, crime groups specialized in intellectual crimes, or any person equivalent to such groups (hereinafter referred to “anti-social forces, etc.”), that the followings do not apply to the user's board members, etc. and the followings will not apply to the user's board members, etc. in the future.
  • (1)Any relationship whereby the user's company is deemed to be controlled by a member of an anti-social force.
  • (2)Any relationship whereby a member of an anti-social force is deemed to be materially involved in the management of the user's company.
  • (3)Any relationship whereby the user's company is deemed to be unjustly using a member of an anti-social force.
  • (4)Any relationship whereby the user's company is deemed to be involved with a member of an anti-social force by providing funds or favors.
  • (5)Any board members or other person substantially involved in management is in a relationship with a member of an anti-social force which is deemed to be socially reprehensible.
• 2.The user shall covenant that he or she will not or cause a third party to engage in any of the following acts:
  • (1)Violent demands.
  • (2)Unreasonable demands exceeding legal responsibility.
  • (3)Acts of using of intimidating words or action in relation to a contracted business.
  • (4)Spreading of rumors, use of fraudulent means, or use of force to harm the reputation of the other party or the other party's business.
  • (5)Any other acts equivalent to the above.
• 3.In the case when the user has violated any of the acts set forth in the previous section, we may terminate all or part of these terms immediately without notice, and we may claim against the other party for damage caused through the termination. We shall not be liable for any damage incurred to the user as a result of such termination.

Article 19 (Assignment of Status under Terms of Use, etc.)

• 1.The user may not transfer or assign its contractual status or the rights and obligations under our Terms of Use to a third party, pledge them as a collateral, or discard them without our prior written approval.
• 2.If we assign the business relating to this service to another company, we may assign the contractual status, rights and obligations and the registration information and any other information of users to the assignee of such business assignment and users to deemed to have consented to such assignment in this section in advance. In addition, the business assignment in this section shall include all cases which the business transfers including the split of the company.
• 3.If the user does not pay the fees specified in Article 7 even after the due date, we shall be able to transfer the user's rights mentioned in these terms to a third party and the user will be deemed to have agreed to this.

Article 20 (Severability)

If any Article in these terms or a part of it is found invalid or unenforceable under the consumer contract act or any other laws and regulations, the rest of the Articles of these terms and the remaining section of the Article which was found to be invalid or unenforceable shall still be completely effective.

Article 21 (Resolution by Consultation)

In the case of issues regarding matters not provided in these terms or disputes and doubts regarding the content of these terms, we and the user shall resolve the issue in good faith by mutual consultation.

Article 22 (Governing Law and Jurisdiction)

• 1.These terms shall be governed by Japanese laws.
• 2.The Tokyo District Court or Tokyo Summary Court shall have exclusive jurisdiction for the first trial over any dispute caused by or related to these terms.