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Membership Agreement

BIZ MATCH STATION Membership Agreemen

Chapter 1 General Rules


 
Clause 1 (Membership regulations)  
 This membership agreement applies to the usage of Business Matching Station (hereafter referred to as BMS, English name : BIZ MATCH STATION) provided by the All Japan Small and Medium scale companies Business Promotion Association(hereafter referred to as AJSMBPA), by the members as defined in Clause 4 (hereafter referred to as MEMBER).


Clause 2 (Scope of this agreement)
 1. The rules pertaining to the use of BMS as specified in the “Information” in the preface of BMS set out by the AJSMBPA (hereafter referred to as WELCOMEINFO), other than this agreement, shall form a part of this agreement irrespective of the title.
 2. If the definition is different from this agreement and the WELCOMEINFO, the contents specified in the WELCOMINFO shall supersede the contents of this agreement.


Clause 3 (Modification of this agreement)
 1. AJSMBPA reserves the right to modify the contents of this agreement without obtaining the consent of the MEMBER.In this case, the usage conditions of the BMS shall be according the agreement after the modification.
 2. The agreement after modification shall be effective from the moment it is displayed on the BMS, unless it is set out separately by the AJSMBPA.



Chapter 2 Member



Clause 4 (Member)
 1. MEMBER means the person who has applied for using BMS provided by AJSMBPA and those who have been approved by the AJSMBPA (including individual entrepreneurs.).
 2. It is assumed that the MEMBER has agreed for all terms and conditions of this agreement, once his/her membership is approved by the AJSMBPA.
 3. The MEMBER has to abide by the terms set out in this agreement.


Clause 5 (Membership fee)
 1. At this moment, BMS MEMBER can use the BMS free of cost.
 2. If it is decided to levy a fee in the future, the MEMBER shall be informed about the same in advance and an option to quit due to this reason shall also be provided.
 

Clause 6 (Approval of the membership)
 1. The AJSMBPA shall receive the application for the membership, implement the necessary screening and other formalities based on the defined methods, and then approve the membership.
 2. Until the necessary screening and formalities for the membership are completed, the persons who have applied for membership (hereafter referred to as APPLICANT) shall be able to use certain functions of the BMS defined separately by the AJSMBPA, in accordance with this agreement. However, this does not mean that the membership is approved by the AJSMBPA.
 3. The APPLICANT should abide by this agreement.


Clause 7 (Disapproval of the membership)
 1. Upon screening, the AJSMBPA may disapprove the membership if it finds that the APPLICANT corresponds to any of the following.
  (1) If the APPLICANT does not exist.
  (2) If the APPLICANT is associated with anti-social groups etc.
 2. In addition to the above, AJSMBPA may disapprove the membership if it finds that the APPLICANT corresponds to any of the following.
  (1)If the APPLICANT is under suspension of membership due to the violation of the membership agreement at the time of application, or if the APPLICANT has been expelled from the membership earlier due to the violation of the membership agreement.
  (2)If there was false entry, mistake or omission of item(s) in the application.
  (3)If there is a hindrance for the activities or on the technology front of AJSMBPA, OR there is an apprehension of hindrance.


Clause 8 (Prohibition of Transfer)
 MEMBER shall not transfer , sell, change name, create pledge , any mortgage etc. the rights of the membership (including ID and password etc.) to any THIRD party.


Clause 9 (Modification of registered contents)
 1. If there is any change in the information registered into the BMS, the MEMBER shall update the same immediately.
 2. AJSMBPA assumes no responsibility if there in any disadvantage to the MEMBER due to lack of notification of update of information as described above.


Clause 10 (Termination)
 1. If MEMBER wishes to terminate the agreement, he/she needs to notify AJSMBPA.
 2. In case of any of following circumstances, AJSMBPA shall assume that the notification was received.
  (1) Death of the MEMBER.
  (2) Loss of identity as a corporate body, complete transfer of business as a result of Absorption type Merger OR Change in organization.
  (3)Destructive action or Obstructive action towards BMS operation by the MEMBER.
  (4)Misuse, or theft, fraud, blackmail, embezzlement, breach of trust, bribery, obstruction of business, defamation, insult, threatening, public indecency exhibits, manipulation / destruction of electromagnetic records, illegal access etc. with bad intention.
  (5) If the MEMBER is associated with anti-social groups etc.
 3. AJSMBPA has the rights to stop the BMS operations any time without notifying the MEMBER.


Clause 11 (Facilities etc.)
 MEMBER has to arrange for the communication equipment, software and other associated equipment necessary to use BMS by himself so that he is ready to use the BMS. Also, the MEMBER has to pay by himself and arrange for the electric communication service in order to connect to BMS.



Chapter 3 Obligations of the MEMBER



Clause 12 (Fundamental rules of self-responsibility)
 1. MEMBER shall be responsible for all activities done using his/her ID on the BMS and their results, irrespective of whether it was done by him/her or not.
 2. MEMBER shall be responsible and shall bear the cost to resolve any issues in case there are enquiries, claims from other persons (irrespective of domestic or overseas, not limited to members, same applicable henceforth also) in connection with use of BMS.
 3. In case the MEMBER has a request, doubt or claim about action of other persons, it is necessary for the MEMBER to inform the corresponding person directly and MEMBER shall be responsible and shall bear the cost to resolve any issues arising out of this.
 4. In case MEMBER causes damage to AJSMBPA or other persons by using BMS, (including the damages caused by the MEMBER as a result of not following the obligations as per the membership agreement), MEMBER shall be responsible to compensate for the damages caused by himself.


Clause 13 (ID, Password Management)
 1. MEMBER , unless otherwise specified by AJSMBPA, shall not allow other persons to use, share with other persons, authorize other persons to use his/her ID and password (including Temporary password, Permanent password, other combinations with the ID, symbols used for authentication etc. Same is applicable henceforth also.) and rights to use the BMS with individual authentication as the condition, and shall be completely responsible for the use and management of his/her ID and password.
 2. AJSMBPA shall not be responsible for any damage caused to the MEMBER by the use of the ID and corresponding password by others, irrespective of whether it was due to the intentional act of the MEMBER or not. In case, the MEMBER forgets the password set by himself/herself, it is necessary for him/her to contact AJSMBPA immediately and act according to the instructions of AJSMBPA.


Clause 14 (Prohibition of use beyond the limits of personal use)
 1. MEMBER agrees that he/she cannot use any data, information, document, message, software etc. (hereafter referred to as DATAetc. ) for copy, sales, publication beyond the scope of personal use as authorized in the copyright act.
 2. MEMBER shall not make a third person to perform the act mentioned in the previous paragraph.


Clause 15 (Other prohibited items)
 1. MEMBER shall not perform the following actions on the BMS other than those mentioned in the previous clause.
  (1)Actions of violation OR actions that may cause violation of intellectual property rights such as copyright, trademark rights etc. of AJSMBPA or others.
  (2)Actions of violation OR actions that may cause violation of property, privacy, right of likeness of others.
  (3)Actions of discrimination or slandering of others, OR defaming/ damaging the reputation, name and trust of others.
  (4)Actions that may lead to OR that may have chances of causing crime such as fraud.
  (5)Transmission or display of images, text corresponding to obscenity, child pornography or child abuse.
  (6)Manipulation, Deletion of information of AJSMBPA or others, that can be accessed using BMS.
  (7)Masquerading(Spoofing) as other person and use of BMS.
  (8)Transmission of harmful computer program etc., OR make settings so that others can receive the same.
  (9)Transmission of E-Mail to others with advertisements, propaganda, publicity, invitation etc., causing dislike OR with possibilities of causing dislike. Action of infringing mail reception of others. Action of sending chained mails and asking one to forward and action of forwarding on reception of such mails.
  (10)Unauthorized access of equipment belonging to others and BMS equipment (refers to the communication equipment, computers, other equipment and software and hereafter means the same.), OR action causing damage, problem to their use or operation (including action that may possibly cause problems).
  (11)Collection of company information of the other persons without consent of the corresponding person or AJSMBPA, OR by using fraudulent measures.
  (12)Actions other than those mentioned above, such as violation of the law, this membership agreement or public order, violation or infringement of BMS operations, actions damaging the trust of AJSMBPA or infringement/ intrusion of properties of AJSMBPA or any action that causes loss to others or AJSMBPA.
  (13)Action of setting link to the resultant data etc., of any of the above actions (including the actions by others.) in order to encourage/ promote such actions.
  (14)Any other actions corresponding to the above.
 2. If the MEMBER violates any of the rules explained in this document, the MEMBER may be subjected to the actions as set out in Chapter 4, in addition to the liability for damages in accordance with the regulations of the related of the law of the country, rules, cabinet orders, ordinances etc.



Chapter 4



Clause 16 (Temporary suspension of ID by AJSMBPA etc.)
 1. AJSMBPA shall have the rights to suspend the ID allotted to the MEMBER without prior notice under the following circumstances.
  (1)When it is unable to contact the MEMBER through telephone, E-Mail etc.
  (2)Other than above, when AJSMBPA feels that it is necessary for normal operation of BMS.
 2. AJSMBPA shall not be responsible if the corresponding MEMBER is unable to use BMS due to the suspension by AJSMBPA as mentioned above, even it results in loss for the MEMBER.


Clause 17 (Modification and Deletion of Data)
 1. AJSMBPA has the rights to partially or entirely modify/ delete the data registered by the MEMBER in the BMS equipment without prior notice to the MEMBER, if it feels that such an action is necessary for BMS operation and maintenance.
 2. In case AJSMBPA has taken measures as mentioned in Point No.1 of this clause, AJSMBPA shall not be responsible even if the MEMBER suffers any sort of loss due to these measures.


Clause 18 (Modification of BMS contents etc.)
 1. AJSMBPA has the rights to modify the contents, names of BMS without prior notice to the MEMBER, if it feels that such a modification is necessary for operation and maintenance, improvement, upgrade etc.
 2. AJSMBPA shall not be responsible even if the MEMBER suffers any sort of loss due to the modifications as mentioned above.


Clause 19 (Temporary shutdown/interruption of BMS)
 1. AJSMBPA may temporarily shut down (stop) the BMS without prior notice to the MEMBERs, in case of the following reasons.
  (1)In case of regular or urgent maintenance work of the BMS equipment.
  (2)In case of fire, power failure etc., due to which BMS services cannot be provided.
  (3)In case of natural calamities such as earthquake, volcanic eruption, flood, tsunami etc., due to which BMS services cannot be provided.
  (4)In case of war, riots, violence, disturbance, labor dispute etc., due to which BMS services cannot be provided.
  (5)Other cases, where AJSMBPA feels that it is necessary to temporarily interrupt the BMS for operational or technical reasons.
 2. AJSMBPA shall not be responsible for any sort of loss suffered by the MEMBER or any other person, due to the action described above or if provision of BMS is delayed or interrupted due to any other reason whatsoever.


Clause 20 (Exemption)
 1. BMS contents shall be those that can be provided at that point of time by the AJSMBPA. AJSMBPA shall not owe any responsibility for the completeness, accuracy, applicability, usability etc. of the data or information etc. provided or stored in the BMS equipment.
 2. AJSMBPA shall not owe any responsibility for loss of data accumulated into the BMS equipment by the MEMBER or by other person authorized by the MEMBER (including deletion by AJSMBPA as mentioned in Clause 18), and manipulation of data by others.
 3. Other than Clause 17, previous clause and the previous 2 points of this clause, AJSMBPA shall owe any responsibility for the loss incurred by the MEMBER (including the loss due to the issues raised with others.) upon using BMS and the loss incurred by the MEMBER or others due to the reason of not being able to use BMS. Further, it shall not owe any liability of compensation of loss.


Clause 21 (Stop/Discard BMS)
 1. AJSMBPA may (has the rights) to stop or discard the BMS completely or partially after giving prior notification on the site. It would be treated as informed to all MEMBERs once that corresponding prior notification of stopping/ discarding BMS is displayed on the site.
 2. AJSMBPA shall owe any responsibility even if loss in incurred due to the stop/discard measures as mentioned above.


Clause 22 (Handling of violation of membership agreement etc.)
 1. If the MEMBER violates the membership agreement, if there are claims and demands from others about the usage of BMS by the MEMBER and if AJSMBPA feels it is necessary, OR if AJSMBPA feels that the action is inappropriate as far as the operation of BMS is concerned, due to other reasons, AJSMBPA has the rights to take any one or a combination of the following actions against the MEMBER.
  (1)Ask the MEMBER to stop actions violating the membership agreement and not to repeat such actions in the future.
  (2)Ask the MEMBER to discuss and resolve the issues with others such as claim etc.
  (3)Ask the MEMBER to delete the message transmitted or information displayed by the MEMBER.
  (4)Delete the messages transmitted or information displayed by the MEMBER completely or partially without any prior notice to the MEMBER, or hide such information from other persons.
  (5)Suspend the ID or expel the MEMBER after notifying him/her. (However, in case of emergencies, AJSMBPA may take action and notify later.)
 2. The above rule does not negate the self-responsibility fundamental rules of the MEMBER defined in Clause 12.
 3. MEMBER agrees and acknowledges that the rule in Point No.1 above shall not impose an obligation on AJSMBPA to take the measures described in the same point. Also, the MEMBER exempts (indemnifies) the AJSMBPA from all responsibilities concerning the results of implementation of the measures by AJSMBPA mentioned in Point No.1.


Clause 23 (Disqualification of membership by AJSMBPA)
 1. AJSMBPA has the rights to temporarily disable the ID or expel the MEMBER without any sort of prior notice or communication to the corresponding MEMBER if the MEMBER corresponds to any of the following.
  (1)If it is found that the MEMBER corresponds to any one as mentioned in Clause 7.
  (2)If it is found that the MEMBER corresponds to any one as mentioned in Clause 10, Point No.2.
  (3)If the MEMBER does not respond even upon reception of demand from the AJSMBPA as per Sub point (1) to (3) of Point No.1 in the previous Clause.
  (4)In other cases, where in AJSMBPA determines that he/she is inappropriate to be a MEMBER.
 2.If the MEMBER corresponds to any one of the categories as defined in Clause 15 or any one as defined in Point No.1 of this clause, and if AJSMBPA incurs loss, AJSMBPA has the rights to demand compensation of loss to the MEMBER irrespective of whether he/she is expelled or his/her ID is temporarily disabled.
 3.In case AJSMBPA has taken the measure described in Point No.1 as this clause, it shall not owe any responsibility for the loss incurred due to the result of such measure taken.


Clause 24 (Usage of other networks)
 1. In case of MEMBER using third party computers or network (hereafter referred to as OTHERNET) other than that of AJSMBPA through BMS, he/she shall abide by the usage terms and conditions and precautions to be taken with respect to the usage of such other network, as displayed by the Webmaster administrator. Also, he/she shall not perform any action stated in Clause 15, while using this other networks.
 2. AJSMBPA shall not owe any responsibility for the use of other networks through BMS.
 3. The Clause 12 (Fundamental rules of self-responsibility) shall apply for usage of other networks through BMS.



Chapter 5 Confidentiality of Personal information, Company information, Communication.



Clause 25 (Personal information, Company information)
 1. AJSMBPA shall handle the personal information of the MEMBER in accordance with the “PRIVACY POLICY” notified separately on the site.
 2. AJSMBPA shall not use the company information of the MEMBER for purposes other than the provision of BMS. However, there are a few exceptions as mentioned below.
  (1) If there are reasonable circumstances where in this is required for BMS operations and there are no other methods available, except to use the company information of the MEMBER.
  (2)Other circumstances, wherein approval of MEMBER is obtained.
 3.AJSMBPA may summarize the MEMBER company information attributes, analyze and create statistical (summary) documents, use/ process for the purpose of BMS operations and also provide such summary documents to the relevant organizations. In such cases, the obligation mentioned in Point No.2 of this clause is exempted.



Chapter 6 Others



Clause 26 (Resolution through discussions)
 In case of items not mentioned in this agreement or in case of items with doubts in interpretation of this agreement, both parties shall discuss with each other in good faith and resolve the issues as and when they arise.


Clause 27 (Copyright)
 BMS database copyright shall completely belong to AJSMBPA.


Clause 28 (Exclusive jurisdiction court)
 In case of lawsuit between the MEMBER and AJSMBPA, Tokyo District Court shall be the first preferred Exclusive jurisdiction court of the MEMBER and AJSMBPA.


Clause 29 (Governing Law)
 The governing law of this membership agreement is the National Law of Japan.


Clause 30 (Others)
 AJSMBPA has the rights to set out other terms that are not defined in this membership agreement.



Supplementary provisions


 1. This membership agreement shall be implemented from April 1, 2013.


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