These Terms and Conditions of Use (hereafter referred to as “Terms and Conditions”) sets forth the Terms and Conditions of Use of the services provided by Asklemedica (Japanese name: Asklemedica, hereafter “Am”). Advisors (hereafter referred to as “Advisors”) are requested to follow the Terms and Conditions of this agreement. Advisors (“Advisors”) are requested to use the Service in accordance with these Terms of Use.
Article 1 (This Service)
Am provides opportunities for clients who seek knowledge and Advisors who provide knowledge through this service, and Advisors provide consultation to clients. The contract for the Advisors knowledge is concluded directly between the client and the Advisor, and Am is not a party to the contract.
Article 2 (Application)
- These terms and conditions apply to all relationships between the Adviser and Am regarding using this Service.
- Am provides the Service in accordance with these Terms of Use and other rules and regulations concerning the use of the Service (hereinafter referred to as “Individual Regulations”). These Individual Regulations, regardless of their name, shall constitute a part of these Terms and Conditions.
- In the event of any conflict between the provisions of these Terms and Conditions and the individual provisions of the preceding paragraph, the individual provisions shall prevail unless otherwise specified in the individual provisions.
Article 3 (Eligibility for Use)
- The following are not eligible to be registered as an Advisor
(a) If registering as an Advisor creates a conflict of interest or potential conflict of interest.
(b) If the applicant is a minor, adult ward, person under curatorship person under assistance and has not obtained the consent of his/her
legal representative, guardian, conservator or assistant.
(c) If your registration as an Advisor is prohibited by law, regulation, or the bylaws of your organization.
(d) Other cases where Am deems inappropriate. - The person applying for registration as an Advisor must represent and warrant that all of the following information is true.
(a) Information provided at the time of registration
(b) The Advisor has the necessary qualifications to provide the client with the knowledge.
(c) There is no violation of contract signed with third party individuals/legal entities (including but not limited to the employer or
the previous employer of the Advisor; or individuals/legal entities that the Advisor will provide (or has provided) consulting services to;
or individuals/legal entities that the Advisor is (or has been) the contact point to provide consulting services).
(d) There is no violation of duties, policies or work regulations stipulated by third party individuals/legal entities (including but not limited to
the employer or the previous employer of the Advisor; or individuals/legal entities that the Advisor will provide (or has provided)
consulting services to; or individuals/legal entities that the Advisor is (or has been) the contact point to provide consulting services);
due to the participation in this Service.
(e) No secrets, information (including trade secrets) that are not owned by the Advisor shall be disclosed due to the participation in this
Service.
(f) No material non-public information related to companies or public interests shall be notified or disclosed to third parties due to
the participation in this Service.
(g) The Advisor shall not violate laws, rules and regulations due to the participation in this Service.
(h) The Advisor has not been sued for violation breach of confidentiality or duty of care or investigated under the Financial Instruments and
Exchange Law of Japan.
Article 4 (Consent)
If you are the Advisor in any of the following positions, the Advisor must agree to the following before registering as an Advisor.
- Public officials: Public officers may not register as an Advisor when they are prohibited from sharing knowledge as an Advisor pursuant to the laws and regulations. In addition, if the Advisor works in public positions such as the government (or government agency); organizations, enterprises controlled by the government; officials or officers of public international organizations or political parties; or parliament candidates, they shall agree not to argue about laws, regulations, policies, contracts, or other projects that they have the right to vote or may influence.
- Lawyer: Do not disclose any information about your own clients.
- Auditor: If you are a current or former auditor, do not mention firms or other organizations that you are currently auditing or have audited in the past three years.
Article 5 (Registration for Use)
- In this service, the registration for use is completed when the person who wishes to register applies for the use of this service by the method Am provides after agreeing to these terms and conditions, and when Am approves this application.
- The registration as an Advisor shall only be done with one’s official name. Am may request to submit public documents to confirm the identity.
- In case of any change in the registration information, the Advisor shall notify Am on the change without delay by the method specified by Am.
Article 6 (Responsibilities of Advisors)
- The Advisor shall only accept projects that are individually prepared by Am’s clients or approved by Am.
- In case additional work or projects are requested by the client, approval from Am shall be obtained prior to the start of the work.
- No payment will be made for projects prepared individually by Am’s clients that have not been approved by Am in advance.
- The Advisor shall provide the Client in a timely manner and in good faith based on their specialization equivalent to the highest in the industry.
Article 7 (Obligation of Confidentiality)
- The Advisor shall treat all information obtained in connection with the Services (“Confidential Information”) as strictly confidential and shall not communicate, reveal or disclose such Confidential Information, unless otherwise permitted by Am.
- If the Advisor is required to disclose confidential information in accordance with applicable law, the Advisor shall promptly notify Am and consult with Am to that effect.
- The Advisor shall not use Confidential Information for personal gain (including investment or transactional decision making)
- The obligation of confidentiality set forth in this Article shall continue until the Confidential Information becomes public knowledge and is available for general use.
Article 8 (Advisor Usage Fees)
- When an Advisor receives a project from a client through this service, the Advisor shall pay the service usage fee prescribed by Am.
- Am is entitled to receive the service fees mentioned in the preceding paragraph by deducting them from the remuneration received from the client in accordance with the following article.
Article 9 (Advisor Remuneration)
- The Advisor shall entrust Am to receive the remuneration paid by Client.
- After completion of the Advisor consultation, the Advisor shall report a completion to Am. After receiving the completion report and confirming it to the client, Am will transfer the amount of money (hereinafter referred to as “Advisor’s remuneration”) after deducting the commission fee, which is separately determined by Am and agreed between Am and the Advisor, from the remuneration received by Am from the client as the Advisor’s remuneration for this service, to the Advisor by the end of the month following the month in which the Advisor consultation was conducted. All charges and fees (including remittance fees) relating to the transfer of the remuneration for the Advisor, whether local or international bank transfer, shall be borne by the Advisor. The remuneration for the Advisor shall be retained by Am during the aforementioned payment period and shall not be subject to any interest.
- In the event that the Adviser is entitled to receive a cancellation fee from the Client in accordance with the provisions of these Terms and Conditions, the preceding paragraph shall apply with the necessary changes having been made, the Adviser shall provide a completion report.
- Unless otherwise agreed otherwise agreed by Am, payment of Advisor remuneration shall be made in minimum increments of one minute and shall be allocated and paid per minute in accordance with the previously agreed upon remuneration amount except there shall be agreement in writing etc.
- If the Advisory work exceeds the scheduled time, it will be paid in accordance with the agreed-upon remuneration amount, allocated per minute, in accordance with the provisions of these Terms of Use.
- If the client objects to the amount of payment or the content of the knowledge provided, Am may choose to withhold payment until the objection is resolved. In addition, the Advisor agrees that Am will make the decision as to whether or not the objection regarding payment is valid.
- If the Advisor is judged by Am to be in violation of the prohibited acts stipulated in Article 12 or Article 13, or to be in breach of the stipulations of Article 14, the Advisor may not receive the Advisor’s remuneration.
Article 10 (Cancellation Policy)
- If Am receives a notice from the client that they wishes to cancel the consultation prior to the consultation date and time after the consultation date and time has been set, Am shall immediately notify the Advisor of the cancellation.
- In the event of cancellation by the client in accordance with the preceding paragraph, the Adviser is entitled to receive a cancellation fee from the Client as set forth below.
(a) Cancellation before and including two days prior to the scheduled consultation date (Japan time): No charge
(b) Cancellation one day before the scheduled consultation date (Japan time): 50% of the remuneration agreed upon between Am and the
Advisor.
Article 11 (Treatment of Taxes)
The Adviser shall be responsible for its own tax treatment in accordance with the tax laws of Japan and any other countries to which it is subject to taxation obligations.
Article 12 (Prohibited Matters)
- In using the Services, the Advisor shall not engage in any of the following acts
(a) Any act that violates laws, regulations, or public order and morals
(b) Criminal acts and related activities
(c) Violation of these Terms and Conditions
(d) Infringing the copyrights or other intellectual property rights of others
(e) Infringing the property, privacy or portrait rights of others
(f) Commercial use of information obtained through the Service.
(g) Actions that may interfere with the operation of Am’s services.
(h) Use of the Service for any unauthorized purpose.
(i) Direct or indirect provision of benefits to antisocial forces in connection with Am’s services.
(j) Having a third party perform consultation services for the client.
(k) Intentionally transmitting information that contains computer viruses or other harmful computer programs.
(l) Spoof careers such as educational background and employment history.
(m) Other activities similar to the above that Am deems inappropriate. - If Am determines that the Advisor violated above prohibited acts, Am may take necessary measures such as removal of the registered information determined to fall under such suspension of use or prohibited Behavior without prior notice. In addition, the Advisor shall be liable for any damages in the event of damage to Am, Client, or other users.
Article 13 (Prohibition of Transfer)
- Advisors may not transfer rights related to this service to a third party, create a pledge, or use it as collateral.
- The Advisor’s position is personal and cannot be succeeded by a third party.
Article 14 (Compliance)
- If the Advisor is currently an employee, director, officer, etc. of a particular company or organization, the Advisor shall not provide knowledge to a Client who is a direct competitor of such company or organization.
- If the Advisor is a lawyer or other professional and is prohibited by law from being introduced by a third party, the Advisor shall not provide consultation services.
- If the Advisor is an auditor or a former auditor, the Advisor shall not provide consultation services regarding companies or organizations that the Advisor or the Advisor’s employer is currently auditing or has audited in the past three years.
- The Advisor is an employee or board member of a company that is going to issue securities through initial public offering (IPO) or perform take over bid, a company that is a target of take over bid, or a company that represents companies to perform activities related to take over bid, they shall not perform consultation services until the IPO starts or during the period of the take over is conducted.
- The Advisor is not entitled to receive any remuneration from Client other than Am in the form of wages for the business that the Advisor has done for Client, without Am’s prior written consent.
Article 15 (Restriction of Use and Cancellation of Registration)
Am may not approve the application for registration if the Advisor falls into any of the following categories. Am reserves the right to restrict the use of all or part of the Service after registration, and to take necessary measures such as termination of the registration information that is deemed to fall under suspension of use or prohibited Behavior. Am shall not be obliged to disclose the reason for such action at.
(a) If you have violated these Terms of Use or have had your eligibility for this service revoked in the past
(b) If there is a possibility of violation of these Terms and Conditions
(c) In the event that the registration information is found to contain false information or any of the other representations and warranties made in
Article 3.2 are found to be untrue.
(d) Other cases in which Am determines that the use of this service is deemed inappropriate.
Article 16 (Usage Environment)
- The Advisor shall prepare the communication equipment, software, and all other equipment necessary to use this Service at their own expense and responsibility. In addition, upon using this Service, The Advisor shall choose at its own expense and responsibility and connect to the Internet via telecommunications services or telecommunications lines.
- The Advisor shall refer to the information provided by government authorities etc. and keep security of the environment to prevent computer virus infection, unauthorized access, and information leakage.
- Am is not involved in the preparation of the environment for this Service by the Advisor and is not responsible for any part.
Article 17 (Withdrawal)
- The Advisor may withdraw from this Service as an Advisor by notifying Am in a manner prescribed by Am.
- In the case of withdrawal, if there is a debt owed to our Am, the due date on any debt shall be accelerated and the Advisor immediately pays all debts to Am.
Article 18 (Exemption from Liability)
Am is not involved in the contact between the Advisor and Client and has no obligation or responsibility to the Advisor and Client regarding the projects introduced by Am.
- Am does not assume any responsibility for any damages incurred by the Advisor arising from this service, unless such damages are caused by Am’s intentional or gross negligence.
- Am does not assume any responsibility for any trouble between the Advisor and any third party arising in connection with the Service.
- The Adviser shall be obligated to compensate for any damage caused to Am or other users as a result of the Adviser’s use of this service.
Article 19 (Change of Service Contents, etc.)
Am may change all or part of the content of this service or suspend the provision of this service without prior notice to the Advisor. Am will not be held responsible for any damages incurred by the Advisor as a result of this.
Article 20 (Modification of these Terms and Conditions)
In case Am considers it necessary, Am may change the Terms without prior notice to Advisors. The amended Terms shall take effect when they are displayed on Am website or notified to the Advisor, unless otherwise specified by Am. After such changes to the Terms become effective, Am is deemed to have agreed to the amended Terms by using this Service.
Article 21 (Handling of Personal Information)
- When acquiring and using personal information, Am will clarify the purpose of use, and will use personal information within the scope of the following purposes, except in cases where the consent of the individual has been obtained in advance or where exceptions are permitted under the Act on the Protection of Personal Information or other laws and regulations.
(a) To provide Am’s Services (this purpose includes providing clients with information that does not reveal the Advisor’s name, contact
information, or place of employment)
(b) Contacting and providing information on Advisor requests and coordination with clients
(c) Transfer of Advisor remuneration
(d) Provision of information, operation and management related to Am’s business, and enhancement of services
(e) To investigate and analyze the usage of the Service.
(f) To innovate and improve user satisfaction with the content of our service or develop new services.
(g) To distribute or display Am or third party advertisements
(h) To contact you as necessary for maintenance, important notices, etc.
(i) To resolve problems in the operation of this service - The personal information you provide when using this service will not be provided to any third party without the consent of the advisor. Am will handle the personal information obtained through the use of this service appropriately in accordance with Am’s “Privacy Policy”.
- In using this service, personal information such as the name and occupation of the Advisor will be kept by Am, but with the consent of the client, the Advisor’s name, contact information, and place of employment will be provided to the client without revealing the information.
Article 22 (Notice or Communication)
Notices or communications from Am to the Advisor shall be made in a manner agreed upon by Am and the Advisor.
Article 23 (Governing Law and Jurisdiction)
- This Agreement shall be governed by and construed in accordance with the laws of Japan.
- If any dispute arises regarding this service, the court with jurisdiction over the location of Am shall have exclusive jurisdiction.
Date of enactment: December 25, 2024
Asklemedica
Managing Director: Sakiko Yoshida Taketani