Chapter 1 General Provisions

Article 1 (Purpose and Application of these Terms of Use)
The DocNok Terms of Service (hereinafter referred to as the “Terms of Service”) is a legal agreement between BeElpis Co. The DocNok Terms of Use (hereinafter referred to as the “Terms”) shall apply to the Site (defined in Article 2 of the Terms) operated by BeElpis, Inc. (hereinafter referred to as “the Company”), including browsing the Site (as defined in Article 2 of these Terms of Use) operated by BeElpis, Inc. (hereinafter referred to as “the Company”), including browsing the Website (defined in Article 2 of this Agreement) operated by BeElpis, Inc. The Terms of Use shall apply to users of the Service. Users of the Service shall use the Service based on their complete understanding of and agreement to abide by the Terms of Use, and their use of the Service shall constitute their agreement to comply with the Terms of Use.

Rules, notes, user guides, notices, frequently asked questions, and other information regarding the use of the Service that we post on our website from time to time constitute a part of these Terms of Use.

This Agreement shall form part of the DocNok Service Membership Agreement (hereinafter referred to as the “Membership Agreement”) posted on the Company’s website, and both the Membership Agreement and this Agreement shall apply to all members.

Article 2 (Definition of Terms)
The term “the Site” refers to the Company’s Internet site and mobile application and includes related sites, e-mail distribution, and other information transmitted by the Company.

Member” refers to an individual or corporation that agrees to the terms and conditions or contract stipulated by the Company and receives the services (including the ‘Service’ stipulated in this Agreement) specified in such terms and conditions or contract.

Individual Member” refers to an individual who has agreed to the Terms and Conditions, has completed the membership registration procedures specified to use the Service, and has been approved for membership by the Company.

A “Corporate Member” is a corporation that has agreed to the terms and conditions or contract stipulated by the Company, has applied to use the service as specified in the terms and conditions or contract, and has been approved by the Company.

User” means any individual or entity, whether a member or non-member, that receives the Services, including visitors to the Site.

A “Client” is an individual Member who seeks information, knowledge, experience, advice, etc. (hereinafter collectively referred to as “Knowledge”) regarding a business etc. through the Service. (2) “Client” means an individual Member who seeks information, knowledge, experience, advice, etc. (hereinafter collectively referred to as “Knowledge”) regarding business, etc. through the Service.

Advisor” refers to an individual Member who provides his/her expertise through the Service.

Client” means a legal entity or an individual Member who has agreed to the Terms and Conditions of ‘DocNok’ Full Support Format and has applied for and been approved by the Company for the purpose of seeking Knowledge through the Full Support Format.

Knowledge provision transaction” means a transaction in which an advisor provides their knowledge to a client, Corporate Member, client or the Company, regardless of the means used, such as face-to-face, telephone conference, video conference, written documents, messages, responses to questionnaires, etc., and includes spot consulting (hourly knowledge provision transaction). (Hourly Knowledge Transactions).

Matching” means the conclusion of a contract to conduct a Knowledge Transfer Transaction as defined in Article 7, Paragraph 1 of these Terms and Conditions.

Self-matching” refers to a transaction in which the Client and Advisor are matched primarily through the use of the Site, and the knowledge provision transaction is then conducted.

Full Support” refers to a transaction in which a client and an advisor conduct a transaction in which the advisor and client are matched through the Service based on the client’s request, and the advisor provides their expertise.

The “MHI Requested Service” refers to a transaction in which MHI and the Advisor engage in a transaction in which MHI provides its knowledge and expertise based on the request of the Advisor. Such transaction may include the use of a self-matching or full-support transaction in which the Adviser acts as the party seeking knowledge.

The term “Gratuity” means the consideration received by the Adviser from the other party to the transaction for providing knowledge and includes the Adviser’s fee as set forth below and any cancellation fees received by the Adviser under these Terms and Conditions.

Advisor’s Fee” means the fee paid by the Advisor to us for the Matching Services.

The “Service Usage Fee” refers to the fee charged by the Client, Corporate Member, or Client to the Company, the amount of which shall be determined separately by the Company.

Chapter 2 Terms and Conditions for Member Registration

Article 3 (Registration of Members)
Only the person who is to become an individual member may apply for registration as an individual member.

Individual members must register under their own name. Corporate members must register under the full name of their company. The Company may request the submission of official documents for identification purposes.

Individual members must register their most recent employment history in their official name.

The person completing the registration process for a member must represent and warrant that all of the following information is true when entering the registration information.

Information entered when entering registration information.
That he/she has never been convicted of theft, fraud, or any other crime, has never been accused of breach of confidentiality, breach of fiduciary duty, or breach of fiduciary duty, and has never violated the Financial Instruments and Exchange Law or any other law or regulation.
The applicant must not be a minor.
The Company may refuse registration of a member for any of the following reasons without notice.

If a member has violated the Terms of Use or has had his/her membership in the Service revoked in the past
If the Company determines that there is a possibility of a violation of the Terms of Use
If the registration information is found to contain false information, or if any of the representations and warranties made in Paragraph 4 of this Article are found to be false
If we determine that you may belong to a company that provides services similar to this service or may provide services similar to this service
If the Company otherwise determines that the member is not appropriate as an individual or corporate member
Members shall be responsible for managing their IDs and passwords in their registration, and shall not under any circumstances transfer or lend their IDs and passwords to any third party. If a member logs in with an ID and password combination that matches the registered information, the Company will consider the ID to be used by the registered member him/herself.

If a member wishes to cancel his/her membership, he/she shall follow the prescribed procedure. However, if the member in question falls under any of the following conditions, the membership cannot be canceled during the time the member is in that situation. In addition, the Company may contact the member after the member’s withdrawal to confirm the status of the case, etc.

If a member has not completed the implementation of a knowledge provision transaction for which he/she was matched as a client, corporate member, client, or advisor.
In the event that the payment and receipt of rewards, etc., for a transaction in which the Company acts as the client, corporate member, client, or advisor and provides knowledge to the member, the Company may contact the member to confirm the situation, etc.
Article 4 (Change of registered information)
Members must notify the Company without delay of any changes to their registered information and must change their registered information to the latest information.

If a member makes an inquiry to the Company regarding any unclear point in the registration information, the member must respond to such inquiry in a timely and sincere manner and provide an accurate response.

If a member violates any of the provisions of Paragraphs 2, 3, or 4 of the preceding article or Paragraphs 1 or 2 of this article, the Company may, at its discretion, refuse the registration of the member in question or terminate the membership by deleting the member’s membership.

Chapter 3 Terms of Use of the Service

Article 5 (Use of the Service)
The Service must always be used by the member himself/herself.

Article 6 (Contents of the Service)
The Company provides members and users with tools and platforms for conducting knowledge provision transactions through the Site and the Service. Items 1, 2, and 6 of Paragraph 2 of this Article and Items 2, 3, 4, and 8 of Paragraph 3 of this Article are collectively referred to as the “Matching Services.

The main contents of this service to the client are as follows.

Provision of tools for selecting and matching advisors
Provision of tools for conducting knowledge provision transactions, if necessary
Provision of fee-based options
Payment of honoraria to advisors on behalf of the client upon receipt of a deposit from the client
Advance payment of gratuities, etc., to advisors
Other services necessary for the client to execute a transaction for the provision of knowledge
The main contents of our services to advisors are as follows
Provision of opportunities for Advisors to register information in our database and management of the database, including such registration information and other information
Providing tools for matching Advisors with Clients, Corporate Members, or the Company
Providing opportunities for Advisors to provide insights
Providing training on legal compliance and other matters necessary for advisors to provide their expertise
Providing tools to execute knowledge-sharing transactions, as needed.
Receipt of gratuities, etc., on behalf of the Advisor
Advance payment of honoraria, etc., to the Advisor
Other services are necessary for the Advisor to carry out the Knowledge-Providing Transaction.
In order to receive the Services, Members may post information necessary for matching on the Website. If the Company determines that a member’s postings fall under any of the following categories, the Company may delete the posting without any notice to the member, and may take any necessary action, including suspension of use, against the member in question.

When a member’s postings are offensive to public order and morals, including laws and regulations
If a member violates or may violate these Terms of Use
If the Company deems that the member does not conform to the management policies of the service
In any other cases where the Company deems it inappropriate.
As a prerequisite to the implementation of any Knowledge Sharing Transaction, the Advisor must agree to the following.

Read carefully the advisor training materials that we post on the Site at least once a year.
To provide the Company’s clients with the Advisor’s background and employment history information and other registration information registered on the Site, as well as any public information regarding the Advisor’s profile that is reasonably available to the Company.
If a member uses the paid option provided by the Company, the member shall be obligated to pay the Company the amount specified as the fee for using the paid option. As soon as the Company confirms payment for the paid option or as soon as the Company confirms the placement of an order for the paid option by a means separately determined by the Company, the member may use the paid option.

The Company may use the contents of requests posted on the Site by the Client or Corporate Member using the function for recruiting advisors on the Site (referred to on the Site as the “Open Solicitation” function) for the Company’s advertisements distributed to the general public, SNS, etc., and the Client and Corporate Member agree to such use. However, the name or title of the client or corporate member registered on the site and his/her work history will not be displayed in advertisements, SNS, etc.

Article 7 (Transactions Providing Knowledge)
Upon a request from a Client, a Corporate Member, or the Company for the provision of knowledge, the details of the transaction, including the contents of the knowledge to be provided by the Advisor, the method of provision, the amount of gratuity, etc., and the date and time of the transaction, shall be entered into the pre-consultation screen provided on the Site or other methods determined by the Company, and upon agreement by the Advisor, the Client, the Corporate Member or the Company shall be deemed to have agreed to such transaction. (2) The amount of the gratuity, etc. set forth in the preceding paragraph, does not include the amount of the transaction fee, etc., and the date and time of the transaction, etc., as set forth on the Advance Consultation screen, etc., provided on the Website.

The amount of gratuity, etc., in the preceding paragraph is the consideration for the knowledge provision transaction, and in principle, no consideration will be paid for the preparation time, travel time waiting time, etc., required for the Advisor to provide the knowledge. It also does not include travel expenses, telephone expenses, or other expenses incurred in conducting the transaction. However, this does not apply in cases where the client, corporate member, or the Company separately agree.

In the case of a knowledge provision transaction whose execution time has been agreed upon in advance, any extension of the execution time after such agreement shall require the agreement of both the client or corporate member and the advisor. In such a case, the amount of the gratuity corresponding to such extended time shall be determined by mutual agreement, and if payment is required. As a result, the Client or Corporate Member shall make payment through the Site or the Company promptly after such agreement.

The individual member shall disclose his/her real name and work history to the party with whom he/she conducts the knowledge provision transaction in a prescribed manner before conducting the knowledge provision transaction. In the event of any discrepancy between the agreement in Paragraph 1 of this Article and the provisions of these Terms and Conditions, the provisions of these Terms and Conditions shall prevail.

Article 8 (Method of Payment)
The Client or Corporate Member shall use the payment service designated by the Company to pay the Company the Advisor’s honorarium, etc., or any advances incurred under the Advance Payment Agreement set forth in Article 13 of these Terms and Conditions, as well as the Service Usage Fee to the Company. The Client’s or Corporate Member’s obligation to pay the Adviser such gratuity shall be extinguished upon the Client’s or Corporate Member’s payment of such gratuity to the Company.

In the event that the client or corporate member pays a cancellation fee to the advisor in accordance with the provisions of this Agreement, the provisions of the preceding paragraphs shall apply mutatis mutandis, and the client’s or corporate member’s obligation to pay the cancellation fee to the advisor shall be extinguished when the client or corporate member has paid the cancellation fee to the Company.

Article 9 (Refund after Implementation of Knowledge Provision Transaction)
If the client or corporate member applies for a refund to the Company within this period, the Company shall determine whether or not a refund is possible after considering whether or not there is a reasonable cause for a refund. If the Company determines that there is a reasonable reason for the refund, the Advisor shall accept the refund, and the gratuity and the Service Usage Fee shall be refunded to the Client or the Corporate Member. In such case, the Company shall not charge the Advisor any usage fee. If the Advisor’s reply to the Company’s inquiry does not reach the Company within one (1) week, the Company may assume that there is a reason for the refund and refund the gratuity and the Service Usage Fee to the Client or the Corporate Member without confirmation to the Advisor or his/her consent for the refund. Notwithstanding the provisions of the preceding paragraph, the Company shall not be liable for any loss or damage incurred by the Client or Corporate Member as a result of such refund.

Notwithstanding the provisions of the preceding paragraph, even if the Company is requested by the Client or the Corporate Member for a refund after the implementation of the knowledge provision transaction, the Company shall not accept the refund if the Company determines that any of the following items apply.

Transactions that fall under the prohibitions in Article 3 of this agreement

Transactions in which we have not obtained the Advisor’s consent or prior notice in accordance with Article 18 of this Agreement to allow a third party to be present at the time of the transaction to provide knowledge
Transactions for the purpose of marketing to the Adviser
Transactions are for the purpose of introducing other advisors or client companies, etc.
Transactions in which the Adviser is unable to determine in advance whether there is a conflict of interest, such as a conflict of interest due to intentional concealment of the Adviser’s current position or other reasons.
A transaction in which the Advisor requests knowledge that differs from that previously agreed upon with the Advisor at the time of the transaction, and the Advisor is unable to provide the knowledge because the Advisor differs from the previously agreed upon knowledge
In the event that a transaction is terminated before the pre-agreed upon transaction time is fulfilled, the Company will refund the amount of the gratuity corresponding to the unfulfilled transaction time.
Other actions or transactions that the Company deems inappropriate
In the event that the Company receives a request for a refund from a client or a corporate member after the implementation of a transaction for the provision of knowledge, the Company shall, in addition to responding in accordance with the provisions of Paragraph 1 of this Article, pay to the advisor an amount equivalent to the gratuity payment stipulated in Article 11.2 of this Agreement if the Company deems it appropriate to make the refund at its own expense in cases attributable to the Company or in other cases. If the Company deems it appropriate to make a refund at the Company’s expense, the Company may pay the advisor an amount equivalent to the amount of the gratuity payment stipulated in Article 11, Paragraph 2 of this Agreement while refunding the client or corporate member up to the amount settled by the client or corporate member.

Article 11 (Receipt of Gratuities, etc.)
The Advisor shall entrust the Company with the task of receiving rewards, etc., on its behalf.

The Company shall deliver to the Adviser the amount of the gratuity, etc., received from the Client or Corporate Member on behalf of the Adviser based on the entrustment in the preceding paragraph, after deducting the usage fee to be paid to the Company by the Adviser (hereinafter referred to as the “amount of gratuity, etc. paid”). The Adviser shall deliver the amount of the gratuity paid to the Adviser.

In order to receive the Reward Amount, the Advisor shall submit a completion report of the Knowledge Sharing Transaction in the manner designated by the Company, and the Reward Amount for such knowledge-sharing transaction shall be paid to the Advisor at the end of the month following the completion report (or the next business day if such date is not a business day for financial institutions in Japan) by the payment method selected by the Advisor at the time of the completion report from the payment instruments presented by the Company. The amount of the reward for the transaction provided by the Adviser shall be delivered at the end of the month following the completion report (or the next business day if such date is not a business day for financial institutions in Japan) by the method selected by the Adviser at the time of the report. No interest shall accrue on such payment. However, the Adviser agrees that the completion report may be canceled by the Company in the event that the Company refunds the gratuity to the Client or Corporate Member in accordance with the provisions of these Terms and Conditions or in the event that the Adviser has not conducted the Knowledge Provision Transaction.

In the event that the Advisor is entitled to receive a cancellation fee pursuant to the provisions of these Terms and Conditions, the preceding paragraph shall apply mutatis mutandis, and the Advisor shall submit a completion report.

The Company shall bear the transfer fee for payment from the Company to the Advisor with respect to transfers to financial institutions in Japan. However, in the event that the Advisor’s registered bank account information is incomplete or the Advisor needs to make a second transfer for his/her own reasons, the Advisor shall bear the transfer fee for such second and subsequent transfers, and the Company may collect the transfer fee actually incurred for each second transfer. The Company may collect the actual transfer fee incurred for each re-transfer and deduct the same from the amount of the gratuity paid. If the Adviser wishes to remit payment outside of Japan, the Adviser shall bear the remittance fee from the first remittance.

The Adviser’s right to request payment under the provisions of Paragraphs 3 and 4 of this Article shall be extinguished and may not be exercised, and the Company shall not deliver the amount of the gratuity paid to the Adviser in the following cases.

If the Adviser fails to submit a completion report as set forth in Paragraphs 3 or 4 of this Article within one (1) year from the date of implementation or the scheduled date of the transaction for the provision of the Findings in spite of our notification, or if the Adviser expressly indicates that he/she will not submit such a completion report.
The Adviser fails to select the means of payment under Paragraph 3 or Paragraph 4 of this Article within one year from the date of the implementation of the Scheduled Implementation Date of the Findings-Based Payment Transaction or expressly indicates that it will not select such means of payment, despite our having notified the Adviser of such fact
If the Adviser chooses to make a bank account transfer and does not designate a valid payee account or expressly indicates that it will not designate a valid payee account within one year from the date of the Transaction or the Scheduled Date of the Transaction, despite the Company’s notice to the Adviser.
If the Adviser does not submit the necessary documents, such as identification documents, to us within one year from the date of the transaction or the scheduled date of the transaction, despite our request for submission of the necessary documents, such as identification documents, or if the Adviser expressly indicates that he/she will not submit the necessary documents.

Article 12 (Tax Treatment)
Members shall be responsible for their own tax treatment in accordance with the tax laws of Japan and other countries where taxation obligations apply.

In the case of a self-matching project for which the Client is subject to withholding tax, the amount of money presented by the Client on the Site as a gratuity shall be presented after deduction of withholding tax, and the Client shall notify the Advisor to that effect. The Client shall pay the Company the amount after deduction of withholding tax that he/she has indicated and shall fulfill his/her obligations such as payment of withholding tax and delivery of payment records.

In the event that an Advisor is requested to provide a full support service for a matter for which the Company is obligated to withhold taxes, the Company shall provide the Advisor with the amount of the gratuity after deducting withholding taxes and shall notify the Advisor to that effect.

If the Advisor accepts a case that requires withholding tax, the Advisor shall, upon request by the Client or the Company, provide the necessary information such as name, address, and his/her personal identification number.

Advisors (including but not limited to attorneys, certified public accountants, judicial scriveners, and others with specific qualifications) who are engaged in a profession that requires them to withhold taxes on their own compensation shall inform the client of such fact before matching in the self-matching format and inform us in the full-support format. (2) The Company shall not be liable for any loss or damage arising out of the use of this Agreement.

The consideration paid by the client or the advisor for the following transactions for which consumption tax is imposed among the money transfers under these Terms and Conditions shall include consumption tax.

Gratuities, etc., paid to the Advisor as provided in Article 3, Paragraph 14 of these Terms and Conditions.
Cancellation fees as provided in Articles 19, 22, and 24 of these Terms and Conditions
Charges for the use of paid options provided by the Company as stipulated in Article 6, Paragraph 6 of these Terms and Conditions
Advisor usage fees as stipulated in Article 2, Paragraph 15 of these Terms and Conditions
The Service usage fee stipulated in Article 2, Paragraph 16 of this Agreement
Article 13 (Handling in the case of non-receipt of gratuities, etc.)
The Advisor may choose to provide the Services free of charge before or after the execution of a transaction for the provision of knowledge. Provision of services without charge” means that the Advisor notifies the Company of its intention not to receive any gratuities, etc., in the manner prescribed by the Company on the Site, and the amount equivalent to such gratuities, etc., shall be treated as the Service Usage Fee of the Client or Corporate Member to the Company retroactively from the time the Knowledge Provisioning Transaction is executed. (2) The service fee is the amount equivalent to the gratuities, etc.

(2) An Advisor who wishes to opt for the provision of services free of charge as set forth in the preceding paragraph shall notify the Company of its intention not to receive the Gratuity, etc., in the manner prescribed by the Company on the Site provided by the Company.

In the event that the Adviser gives the notice set forth in the preceding paragraph after a transaction for the provision of knowledge, the Adviser shall give such notice at the time of the implementation of the completion report set forth in Article 11.3 of these Terms and Conditions.

In the event that the Client or Corporate Member chooses to provide services free of charge in accordance with the preceding two paragraphs, the amount equivalent to the gratuity, etc., shall be treated as the fee for the use of the Service by the Client or Corporate Member from the time the Knowledge Provision Transaction is concluded.

The client or corporate member agrees that if the advisor chooses to provide services free of charge, the amount equivalent to the gratuity, etc., to the advisor shall be treated as the Service Usage Fee to the Company.

The Company may freely dispose of the Service Usage Fees received from the Client or Corporate Member in accordance with the preceding paragraph at its own discretion, and this includes donations to non-profit organizations.

The Company may publicly announce the details of the donation as described in the preceding paragraph, including the recipient of the donation.

Advisors may not inquire of the Company as to whether or not the Company has donated the Service Usage Fees to non-profit corporations, etc.

Chapter 4 Terms and Conditions for Self-Matching Type Knowledge Provision Transactions

Article 14 (Completion of Matching Service)
In a self-matching transaction, the client or corporate member and the advisor shall confirm and match the necessary information for the transaction on the site at their own responsibility and judgment, and then conduct the transaction.

In the case of a self-matching transaction, the matching service provided by the Company to its members shall be deemed to have been completed when the client or corporate member and the advisor have completed the necessary procedures for payment in the manner prescribed by the Company prior to the implementation of the knowledge provision transaction, based on the agreed upon amount of gratuities, etc. Article 15.

Article 15 (Gratuities, etc., and Service Usage Fees)
The client or corporate member shall pay the honorarium, etc., and the Service Usage Fee (which accrues when the advisor chooses to provide services free of charge) agreed upon with the advisor to the Company upon completion of the Matching Service. The client or corporate member shall pay the agreed-upon honorarium, etc. and the Service Usage Fee (which will be incurred when the advisor chooses to provide services without charge) to the advisor upon completion of the matching service.

Article 16 (Advisor’s Usage Fee)
The Company shall deduct an amount determined separately by the Company from the gratuity, etc., received from the Client or Corporate Member pursuant to Article 11, Paragraph 2 of this Agreement, and shall receive the Advisor’s usage fee (including settlement fees, transfer fees to financial institutions in Japan, and consumption tax) payable to the Company by the Advisor. The remaining amount shall be the gratuity to be paid to the Adviser.

Article 17 (Attendance of Third Parties, etc.)
If the Client or Corporate Member wishes to have a third party present at a knowledge provision transaction concluded through the Service, the Client or Corporate Member shall clarify the position of the third party who wishes to be present to the Advisor and obtain prior consent in writing (including electromagnetic communication on the Website) from the Advisor. In the event that such third party violates the confidentiality obligations set forth in these Terms and Conditions and the prohibitions set forth in Article 30 of these Terms and Conditions, the relevant Client shall be held responsible.

Article 18 (Handling of Cancellation and Change of Date and Time)
If the client or corporate member wishes to cancel or change the date and time of the knowledge provision transaction after the implementation of the knowledge provision transaction has been agreed upon and before the implementation of the knowledge provision transaction, the client or corporate member shall notify the advisor of the cancellation or date and time change on the Site. In such a case, unless the changed date and time have been agreed upon on the Site, we will treat the amount settled by the Client or the Corporate Member as the cancellation fee to be received by the Advisor and will deliver to the Advisor this amount less the Advisor’s service fee.

If the Advisor wishes to cancel or change the date and time of the knowledge provision transaction after the implementation of the knowledge provision transaction has been agreed upon and before the implementation of the knowledge provision transaction, the Advisor shall notify the Client or the Corporate Member of the cancellation or change of the date and time on the Site. In such a case, unless the changed date and time have been agreed upon on the Site, the Company shall refund to the Client or Corporate Member the full amount settled by the Client, and the Advisor shall not be entitled to receive any gratuity.

Notwithstanding the preceding two paragraphs, in the event that the Company determines that it is difficult to implement a transaction for providing knowledge, such as in the event of a force majeure such as a natural disaster, the Company shall refund the full amount settled by the Client or Corporate Member to such Client or Corporate Member, and the Advisor shall not be entitled to delivery of the gratuity, etc.

Chapter 5 Terms and Conditions for Transactions for Providing Knowledge through Full-Support Interviews

Article 19 (Completion of Matching Services)
Upon receiving a request from a client for a transaction to provide knowledge, the Company shall clearly indicate that it is a transaction to provide knowledge through an interview in a full-support format, such as a face-to-face meeting or a conference call, and present the details of the case and the amount of honorarium to be paid to the Advisor. If the Advisor agrees to the proposed transaction, the Company will notify the Advisor of the scheduled date and time of the transaction agreed upon by both the Advisor and the client, and the reservation of the transaction will be deemed to have been made. The Company shall consider the matching service provided by the Company to the Member to have been completed when the Advisor is notified of the scheduled date and time of the transaction.

Article 21 (Attendance of Client-related Personnel)
In a full-support interview, a client-related person (limited to a person who has agreed to assume a duty of confidentiality equivalent to the duty of confidentiality owed by the client to the Company and who has been disclosed to the Company in advance) may participate in the transaction without the Advisor’s prior consent. The Adviser agrees in advance to the possibility of the participation of such persons (limited to persons who have agreed to assume a duty of confidentiality equivalent to the duty of confidentiality owed by such client to the Company and who have been disclosed to the Company in advance) in transactions providing knowledge.

Chapter 6 Terms and Conditions for Transactions to Provide Knowledge through Full Support Survey (Paid Questionnaire)

Article 23 (Completion of Matching Services)
(1) The Company shall provide the Adviser with the details of the case and the amount of the reward to be paid, clearly indicating that the transaction is a transaction to provide knowledge through a survey (paid questionnaire) in a full-support format. The contract for the provision of knowledge between the Advisor and the Client will be concluded when the Advisor submits his/her responses to the paid questionnaire in accordance with the method specified by the Company within the response time limit. The Advisor shall submit a completion report on the Site after submitting its responses to the paid questionnaire. After the completion report is submitted, the Company shall send a valid response to the client on behalf of the Advisor (including by electromagnetic means) after confirming the following proviso on behalf of the client, and upon such confirmation and sending, the matching service provided by the Company to its members shall be deemed completed. However, if the response is insufficient, if the deadline for response has passed, if the content of the experience differs from the expected survey target, if the Company deems the response to be clearly incorrect or inappropriate, or if the Company otherwise deems the performance of the obligation to be in accordance with its essential purpose, all or part of the previously indicated honorarium amount may not be paid. In such cases, the Company may not deliver all or part of the previously indicated amount of gratuity payment.

Article 24 (Handling of Cancellation)
In the event that an advisor submits a response to the Company in a transaction to provide knowledge through a survey (paid questionnaire) in the form of full support and the Company deems the response to be valid, and the Client notifies the Company of its intention to cancel the use of the said survey for its own reasons, the Client shall pay the cancellation fee determined by the Company, The Client agrees in advance that the Client may be liable for a cancellation fee determined by the Company, and the Company may hand over such cancellation fee to the Adviser.

Chapter 7 Terms and Conditions for Transactions for Providing Knowledge in the Form Requested by the Company

Article 25 (Terms and Conditions Applicable to Transactions of Providing Knowledge in the Form of Our Request)
When we request an Advisor to conduct a knowledge provision transaction through an interview, we shall notify the Advisor in advance whether the transaction falls under the self-matching or the full-support format, and the terms and conditions regarding the knowledge provision transaction in such format shall apply mutatis mutandis.

In the event that the Company requests the Adviser to conduct a knowledge provision transaction through a survey (paid questionnaire), the terms and conditions regarding the knowledge provision transaction through a full-support survey shall apply mutatis mutandis.

Chapter 8 Terms and Conditions for Other Types and Forms of Knowledge Provision Transactions

Article 26 (Agreement on Terms and Conditions and Implementation of Knowledge-Based Transactions)
The Client, Corporate Member, or the Company may request the Advisor to conduct a knowledge provision transaction in a form or forms other than those specified in the Terms and Conditions. In such case, the Company shall provide the Service, including presenting and agreeing with the Advisor the terms and conditions of the relevant knowledge provision transaction, the amount of gratuity to be paid, handling of cancellation, etc., and the Advisor shall execute the knowledge provision transaction in accordance with the agreed upon terms and conditions.

Chapter 9 Terms and Conditions Common to the Service

Article 27 (Acquisition of Personal Information and Use of Messages)
In the Service, personal information shall be handled in accordance with the provisions of the Privacy Policy separately stipulated by the Company.

Messages between users of the Service are sent and received using a bulletin board system that can be viewed by both the sender of the message and the Company, and the Company may, from time to time, check for inappropriate messages.

Article 28 (Confidentiality and Compliance Rules)
The Advisor shall keep confidential any information obtained from the Client, Corporate Member, Client, or the Company (excluding information disclosed on the Site) during the use of the Service, including before the matching process and through the provision of knowledge transactions concluded through the Service, and shall not disclose such information to any third party without the prior written (including by electromagnetic means) consent of the other party. The Client shall not disclose or divulge such information to any third party without the prior written (including by electromagnetic means) consent of the other party. The obligation of confidentiality set forth in this paragraph shall survive even after the Advisor has withdrawn its membership until the Confidential Information becomes public knowledge and is available for general use. In addition, the Advisor agrees to treat information obtained by the Client, the Corporate Member, and the Client through the Knowledge Sharing Transactions in accordance with Paragraphs 5 and 6 of this Article.

The Advisor agrees to act at all times in good faith and in accordance with these Terms and Conditions and applicable laws and regulations in connection with any Knowledge Transfer Transaction. Advisor shall not provide any confidential information to Client, Corporate Member, or Client, including, but not limited to

Any information that the Advisor is obligated to keep confidential to third parties
Trade secrets belonging to past or present employers, firms for which consulting has been provided, or any other third-party
Any information that the Advisor is currently an employee or a director or officer of a particular company, corporation, or organization (collectively referred to in this Article as the “Company, etc.”) (collectively, the “Company, etc.”), non-public information regarding the performance, strategies, business procedures, business operations, products, etc. of the Company, etc.
Information disclosure is prohibited by law.
The Adviser shall not accept any of the following Knowledge Sharing Transactions. In addition, the Adviser will not accept any Knowledge Contribution Transaction if such Knowledge Contribution Transaction constitutes or may lead to any of the following or will take necessary and sufficient steps to ensure that such Knowledge Contribution Transaction does not constitute any of the following In the event that the client does not disclose its company name to the advisor in a full support transaction and the advisor consents to such disclosure and is planning to conduct the transaction, and based on the advisor’s registration information and other information about the advisor that is available to us through our normal efforts in the course of our business, we will take necessary and sufficient measures to ensure that the client does not fall into any of the following categories. If we determine, based on the Adviser’s registration information and other information about the Adviser that is available to us in the ordinary course of our business, that the proposed Knowledge-Based Transaction falls or may fall under any of the following items, we may request that the Adviser not accept the proposed Knowledge-Based Transaction or take necessary and sufficient measures to ensure that the proposed Knowledge-Based Transaction will not fall under any of the following items (i) if the Advisor is currently an employee of a particular company or other entity.

If the Adviser is or has been an employee, director, or officer of a particular firm or other entity, a transaction in which the Adviser provides knowledge to a client or Corporate Member that is a direct competitor of that firm or other entity
If the Advisor is an auditor or former auditor, a transaction in which the Advisor provides knowledge of a company that it or its employer is currently auditing or has audited in the past three years
If the Advisor is an attorney, judicial scrivener, or administrative scrivener, any transaction in which the Advisor is prohibited by law from introducing a case or matter to a third party
General advice on investment in securities, etc.
Knowledge-providing transactions that may violate the internal rules of the firm or other entity to which the Advisor belongs.
If the Adviser is requested by a Client or a Corporate Member to provide information as set forth in Paragraph 2 of this Article or to engage in an Advisory Transaction as set forth in Paragraph 3 of this Article, the Adviser shall cease the Advisory Transaction, and report to the Company.

The Client, the Corporate Member, and the Client shall keep confidential any information regarding the individual Adviser and any information that can be used to guess the identity of the individual Adviser (“Adviser Information”) obtained through the Service and shall not disclose such information to any third party without the Adviser’s prior consent. The Client, the Corporate Member, and the Client shall keep the Advisor Information and information that can be used to infer the Advisor’s identity (“Advisor Information”) obtained through the Service confidential and shall not disclose or divulge such Advisor Information to any third party without the Advisor’s prior written consent (including by electronic means). However, in the event that the client requires a third party to whom the advisor information is disclosed to comply with the client’s obligations of confidentiality to the Company and the advisor and the prohibitions set forth in these Terms and Conditions in a full support type knowledge provision transaction, and the client and the third party are jointly and severally liable for any breach of such obligations, the client shall not disclose or divulge such advisor information to any third party. The foregoing shall not apply in the event that the Client, the Corporate Member, and the Client submit a written pledge signed and sealed by such third party and the Client, as separately stipulated by the Company.

The Client, the Corporate Member, and the Client shall treat any information obtained from the Advisor through the Service (“Information Based on the Advisor’s Knowledge” and such information shall not include “Advisor Information”) as confidential. (iii) The Corporate Member and Client may provide information obtained from the Advisor through the Services (“Information Based on the Advisor’s Knowledge” and such information shall not include “Advisor Information”) to specific third parties to the extent necessary for business purposes unless the Advisor has expressly indicated that such information shall be treated as confidential. In the event that the Advisor has expressly indicated that the information is to be treated as confidential, the Client, the Corporate Member,　 and the Client shall be obligated to maintain the same confidentiality with respect to such information as they have with respect to the Advisor Information as described in the preceding paragraph. The client and corporate member may not provide information based on the advisor’s findings to any unspecified number of persons for any purpose by means of social media, such as social networking sites or web pages that are distributed to an unspecified number of persons, except with the prior written consent of the individual advisor (including by electromagnetic means). (2) The information must not be provided to a large number of specified persons.

The Client, Corporate Member, and Client shall keep information obtained from the Company (excluding information disclosed on the Website) during the use of the Service, including before matching, and through knowledge provision transactions concluded through the Service as confidential and shall not disclose or divulge such information to any third party without the prior written (including by electromagnetic means) consent of the Company, The Company shall not disclose or divulge such information to any third party without the prior written consent of the Company (including by electromagnetic means). The obligation of confidentiality set forth in this paragraph shall continue even after the client, corporate member, or client withdraws from the membership until the confidential information becomes public knowledge and is available for general use.

The Advisor, Client, Corporate Member, and Client agree that the Company may use the information obtained through the Service for its own internal business purposes.

The Client, Corporate Member, and Client shall not require the Advisor to provide any information as set forth in Paragraph 2 of this Article or to engage in any knowledge-providing transactions as set forth in Paragraph 3 of this Article.

Although some Clients may, as part of their compliance rules, have compliance personnel present during conference call interviews and may or may not be notified of the presence, the Advisor agrees that for compliance purposes, the substance of any Knowledge Transfer Transaction The Advisor agrees that the contents of the proposed transaction will be supervised for compliance purposes.

In the event that an Advisor is employed by a third party, such as a company, corporation, or organization (“Former Company”), the Client, Corporate Member, and Client acknowledge that, in principle, the Former Company does not guarantee or accept any responsibility for the conduct of the Advisor, and agree to the following (1) You agree to the following.

The knowledge provided by the Advisor and the activities of the Advisor in the Service are not representative of the company from which the Advisor is affiliated and are solely the opinion of the Advisor as an individual.

The Company shall not be liable for any damages or claims arising in connection with the knowledge provided by the Advisor. The client, corporate member, or client shall not make any claim or demand to the member firms, etc.

The firms from which the Advisor works shall not confirm or guarantee the accuracy, validity, usefulness, or legality of the Advisor’s actions or the deliverables prepared by the Advisor and shall not be liable for any defects in the content of the Advisor’s work. In addition, the Client, Corporate Member, and Client shall not request the Company to confirm or guarantee the accuracy, validity, or legality of the information prepared and provided by the Advisor.

Article 29 (Exclusion of Anti-Social Forces)
Member represents and warrants to the Company that

(1) That he/she or his/her officers and employees are not members of anti-social forces such as organized crime groups, companies affiliated with organized crime groups, or general assemblymen (hereinafter collectively referred to as “anti-social forces”). (2) No member of antisocial forces (hereinafter collectively referred to as “Antisocial Forces”) is a member of the Company.
No members of antisocial forces are substantially involved in the management of the company.
(ii) No antisocial forces (including those who are substantially involved) exist in the business partners.
The company does not cooperate with or participate in the maintenance and operation of antisocial forces, such as by providing funds or benefits to antisocial forces.
The Member or its officers do not have any socially reprehensible relationship with antisocial forces.
Members represent and warrant to the Company that they will not, by themselves or through the use of a third party, engage in any of the following acts.
Threatening or violent behavior
Unreasonable demands beyond legal responsibility
Acts of spreading false rumors and using deception or force to damage the Company’s credibility
Interfering with the other party’s business
Any other acts similar to the preceding items.
If a member violates the preceding two paragraphs, the Company may cancel any unperformed services without prior notice to the member.

The Company shall not be liable for any damages incurred by the member in the event of cancellation of unperformed services in accordance with the preceding paragraph.

Article 30 (Prohibited acts)
Users of the service shall not engage in any of the following acts and shall compensate the Company for any damages incurred as a result of such acts.

Acts that infringe on the rights of members or third parties
a. Acts that infringe on the rights (property rights, intellectual property rights, copyrights, privacy rights, name rights, portrait rights, honor, etc.) of third parties, whether individuals or corporations
b. Actions that violate confidentiality obligations, such as leaking company secrets, etc. (including, but not limited to, material non-public information that may affect stock prices, clinical trial information for clinical tests, etc.)
c. Actions that violate the internal rules, etc., of the company or organization to which the person belongs.
Actions that interfere with the proper implementation of services
a. Registering, posting, or displaying false information
B. Registering multiple accounts, or allowing a third party to use one’s own account, or otherwise misusing one’s account.
c. Transferring to a third party the right to participate in a knowledge provision transaction concluded through the Service without obtaining the prior written consent of the Company
d. Any act of conducting a knowledge provision transaction or similar transaction outside of the Service without paying a usage fee, etc., even though you have become acquainted with the person through the Service.
e. Any and all acts of avoiding payment of commissions to the Company (including, but not limited to, contacting each other outside of this website, concluding a contract that excludes the Company, and avoiding the use of the payment system provided by the Company) despite having learned of the experience, skills, knowledge, etc. of an advisor through this service. However, the advisor shall pay the Company the referral fee (excluding tax, hereinafter referred to as “Introductory Fee”) as described in (a) or (b) below. (a) or (b) below, except when the referral fee (excluding tax, due at the end of the month following the month in which the Adviser enters into a contract with the Adviser) has been paid. (a) Self-recommendation
(a) Transactions in which knowledge is provided in the form of self-matching. If the Company agrees in writing or by e-mail in advance, the Client and the Advisor may directly enter into a contract other than these Terms and Conditions, such as an advisory contract or outsourcing contract, by the Client paying the Company an amount separately determined by the Company by a means separately designated by the Company. In the event that the Client enters into an employment contract with an Advisor, the Client shall pay an introduction fee in accordance with the employment contract in the Company’s employment placement business by the means separately designated by the Company.
(b) Knowledge provision transactions in the form of full support. The same arrangement may be made by separately concluding a contract through our company that specifies various terms and conditions, including the introduction fee.
Regardless of the form of arrangement, the acts described in Items 4 and 5 of this Paragraph shall, as a general rule, be conducted on the date of completion of the last knowledge provision transaction between the client or corporate member and the advisor (however, if no knowledge provision transaction has been concluded, the client or corporate member shall be deemed to have reasonably learned of the experience and skills of the advisor). (However, in the event that none of the transactions have been completed, the user shall be prohibited for a period of one (1) year starting from the date on which the Company reasonably determines that the client or corporate member would have learned of the experience, skills, etc. of the advisor.

In addition, if a user violates Paragraph 4.5 of this Article, the user shall be liable to the Company for damages in an amount equivalent to 10 times the referral fee originally payable to the Company. Such liability shall be borne jointly and severally by the Client, the Corporate Member or Client, and the Advisor.

F. Intentionally giving a false or dishonest answer to a question.
Acts that interfere with the Company’s business
a. Actions that cause problems with the Company’s system or the provision of this service by sending viruses, unauthorized access, etc.
B. Any other acts that interfere with this service or our business. Other acts that interfere with this service or our company’s business or damage our company’s credibility
Use of the service for purposes other than its original purpose
A. Use of the Service for purposes other than its original purpose Providing or soliciting information that contains political or religious ideas (except in cases where the Company has given prior permission)
b. Actions that fall under network businesses, pyramid schemes, or pyramid schemes, or actions to solicit such actions, or actions to sell products or marriage introductions, or dating services, or actions to solicit such actions.
c. Actions that violate regulations on providers of Internet dating services and the prohibition of unauthorized solicitation using such services, based on the Law Concerning Regulation of Acts Inducing Children through the Use of Internet Dating Services
d. Inducing affiliates to use this site or posting links that do not match the purpose of the site.
e. Any act that constitutes a crime of corruption as defined in the Japanese Penal Code, or any other act of improperly giving or receiving money or goods for the purpose of facilitating the acquisition or retention of business in a business, as defined in anti-corruption or anti-bribery laws in other countries (such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, etc.), or improperly influence the judgment or decision of a government official acting in an official capacity by providing money or goods to such official.
Duplicating, altering, editing, deleting, combining with other programs, reverse engineering, disassembling, decompiling, etc., or building a mirror site of the Service, in whole or in part.
(4) Acts of accessing the Service by scraping, crawling (programs such as crawlers, robots, and spiders), or other similar means to obtain information related to the Service.
Acts that are or may be offensive to laws and regulations, public order, and morals
Other acts that the Company deems inappropriate.
Article 31 (Suspension of Use, Cancellation, and Deprivation of Member Registration)
A member may, of his/her own volition, delete his/her registration for the service by sending an e-mail to the Company’s representative e-mail address, clearly stating in the subject line that he/she wishes to cancel his/her membership.

Notwithstanding the preceding paragraph, if a member has not accessed the service website for one year, we may terminate the service or the registration without the approval of the member.

All personal information that has completed the cancellation procedure will be erased, and a new membership registration will be required if the member wishes to use the Company’s services again.

Article 33 (Non-warranty by the Company)
Information registered and posted by members on the service is based on the responsibility and judgment of the member, and the company makes no guarantee as to its accuracy, legality, or appropriateness. Use of the Service is entirely at the user’s own risk.

We make no warranty that the transactions in which the Advisors provide their knowledge will not infringe on the rights of any third party or be illegal. The Company will not compensate any member for any loss or damage incurred by the member as a result of transactions in which the Advisor provides knowledge, except in the event of default or tortious behavior on the part of the Company.

The Company makes no warranty to the user regarding the individual content and quality of the Service, the ability and qualifications of the Advisor, or whether or not the Advisor has the information requested by the user.

We will confirm the backgrounds and qualifications of advisors introduced through seminars, blogs, and other media associated with the Service to a reasonable extent, but we make no guarantees to the user.

Although we will take appropriate measures to operate the Service, we do not guarantee that the Service or the Website will be free of computer viruses or other harmful content.

Article 34 (Disclaimer and Compensation for Damages)
Except in the case of default or tort, the Company shall not be liable for any disadvantage, damage, etc., arising from any of the following items for any reason whatsoever.

In the event of trouble occurring between members or between members or users and third parties through the service
In the event that the services, knowledge, or information obtained through the service does not meet the user’s expectations
In the event that trouble occurs as a result of the use of a non-company site linked to the Site.
In the event of loss of data, such as registrations and postings for this service
In the event of unauthorized access to this site or our system, computer viruses, etc.
In the event that an e-mail sent by the Company or the Site contains a computer virus or other harmful content
When this service is interrupted, suspended, or terminated
In the event that the user suffers damages as a result of suspension of use or other actions taken in accordance with these Terms of Use.
In the event that the user suffers damages due to default or tortious behavior by the Company
Except in the case of willful misconduct or gross negligence on the part of the Company, the Company shall be liable for damages up to the normal damages directly incurred by the user in question.

Article 35 (Attribution of Rights)
All intellectual property rights and copyrights for the Site and all content related to the Service shall belong to the legal right holders, such as the Company or content providers unless otherwise stated.

Members grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works from, display, publish, adapt, and make transmittable any and all copyrights in any information posted or provided in connection with the Service and the Knowledge Transfer-Transactions, for any purpose. The Member grants to the Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works from, display, publish, adapt, make transmittable, etc. Members shall not exercise their moral rights with respect to such information.

No information on this service may be used or diverted by anyone other than the Company without the Company’s permission.

The copyright of any deliverables provided by the Advisor based on the request or instruction of the Client, Corporate Member, or the Company in connection with a transaction for providing knowledge shall belong to the Client, Corporate Member, Client, or the Company who made such request or instruction unless otherwise agreed in writing between the parties. The Advisor shall not exercise moral rights with respect to such deliverables.

Notwithstanding the provisions of the preceding paragraph, the copyright of any work created by the Advisor at the request or instruction of the Client or Corporate Member, which was provided to the Client, Corporate Member, or Client at the time of the knowledge provision transaction, shall be vested in the Advisor. However, with respect to the use of such works, unless otherwise agreed in writing (including by electromagnetic means) between the parties, the Advisor grants to the Client, Corporate Member, Client, the Company, or any third party designated by them, a worldwide, non-exclusive, royalty-free, royalty-free license for any purpose, without additional royalties to the Advisor. The Advisor grants to the Client, the Corporate Member, the Client, the Company, or any third party designated by the Client, the Corporate Member, the Client, the Company, or any of them a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works from, display, publish, adapt, make transmittable, and otherwise exploit such works for any purpose without additional royalties to the Advisor. The Advisor shall not exercise any moral rights with respect to such works.

The Advisor warrants that the use of such information by the Client, Corporate Member, Client, or the Company in connection with the Services and any information posted or provided in connection with any Knowledge Transfer does not infringe upon the rights of any third party and may be used without additional royalties to the Advisor or any third party. Advisor warrants that the use of such information by the Client, Corporate Member, Client, or the Company will not infringe the rights of any third party and will be made available without additional royalties to Advisor or any third party.

The Advisor warrants that the Client, Corporate Member, or the Company may freely and without compensation use any ideas, concepts, know-how, or techniques provided by the Advisor at the time of the Knowledge Transfer for any new invention, improvement, manufacture, sale, or any other purpose by the Client, Corporate Member, the Client, the Company or any third party designated by them.

The Client, Corporate Member, or the Company may record and transcribe the contents of the transactions providing knowledge unless the Advisor expressly refuses to do so, and such record or transcription shall remain the property of the Client, Corporate Member, Client, or the Company.

Article 36 (Survival)
The provisions of Article 28 (Confidentiality and Compliance Rules), Paragraph 1, Paragraph 5, Paragraph 6, and Paragraph 7, Article 30 (Prohibited Matters), Paragraph 1, Item 2, D and E, Article 33 (Non-warranty by the Company), Article 34 (Disclaimer and Indemnity), Article 35 (Ownership of Rights), and this Article (Survival) shall survive the withdrawal from membership, suspension of use, or termination of membership. Article 34 (Disclaimer and Indemnification of Damages), Article 35 (Attribution of Rights), and this Article (Survival) shall survive the Member’s withdrawal from membership, suspension of use, or termination of any agreement or contract with the Company.

Article 37 (Display)
When a member displays the name of the Company, the Service, or the relationship with the Site in any media, including advertisements, business cards, and postal mail, the member shall seek the prior written consent of the Company, except in cases where the method and content of the display is in accordance with the Company’s previously determined method and content.

Article 38 (Transfer of the Service)
If the Company transfers or assumes the business of the Service to a third party, the Company may transfer its position as operator of the Service, its position under the Terms of Use, its rights and obligations under the Terms of Use, and its registration information and other information to such third party, and Member shall agree to such transfer in advance by agreeing to the Terms of Use. The member agrees to such transfer in advance by agreeing to the Terms and Conditions. The business transfer stipulated in this Article includes not only ordinary business transfers but also corporate divestitures and any other cases in which business is transferred.

BeElpis Corporation
5-8, Akasaka 2-chome, Minato-ku, Tokyo
Hulic JP Akasaka Building 3F
docnok.staff@beelpis.com