Scope of Application
1.1 The Terms shall define the rights and obligations of the Company and the Users , and shall apply to any relationship between the Company and the Users with respect to the use of the Service (as defined in Article 2).
1.2. The rules and regulations concerning the Service which may be posted by the Company on the Website (as defined in Article 2) from time to time shall constitute part of the Terms.
For the purposes of the Terms, the following terms shall have the meanings ascribed to them as follows:
(1) “Applicant” means the “Applicant” defined in Article 3.
(2) “Teacher” means the User who provides the Student with the Product Service through the Service as a teacher.
(3) “Intellectual Property Rights" means copyrights, patents, utility model rights, trademark rights, and any other intellectual property rights including, without limitation, the rights to acquire these rights or to file an application for the registration of any of such rights.
(4) “Registration Information” means the “Registration Information” defined in Article 3.
(5) “Service” means the service named LearnWithCoach provided by the Company including, without limitation, the new service in cases where the name or contents of the Service are changed.
(7) “Third Party SNS Services” means social networking services provided by third parties such as the Facebook, which have functions of user identification, disclosure of relationships with friends, posting of contents, etc. and which shall be used in relation to the Service.
(8) “Third Party SNS Providers” means the entities which provide the Third Party SNS Services.
(9) “Product” means the Product for which the Product Service is provided by the Teacher.
(10) “Product Agreement” means the “Product Agreement” defined in Article 6.
(11) "Product Service" means a variety of services provided by Teachers to Students, including video training courses, online lessons, study planning, and coaching.
(12) “Student” means the User who purchased the Product.
(13) “User” means an individual or entity who is registered as a user of the Service in accordance with the provisions of Article 3.
(14) “Website” means the website on the Internet operated by the Company with the domain of “learnwithcoach.com”, including, without limitation, the new website in cases where the domain or contents of the Website are changed.
3.1 Any individual or entity which desires to use the Service (hereinafter referred to as the “Applicant”) may apply to the Company for the registration as a user of the Service by agreeing to abide by the Terms and providing the Company with the information required by the Company (hereinafter referred to as the “Registration Information”) in a manner specified by the Company.
3.2 The application for the registration shall be made by an individual or an entity that will use the Service, and applications by proxy or unauthorized person will not be accepted. For each application for the registration, the Applicant shall provide true, correct and updated information to the Company.
3.3 The acceptance or rejection of applications for the registration will be determined by the Company in accordance with the criteria established by the Company. The registration of an Applicant as a User shall be deemed to have been completed when the Company issues to the Applicant a notice stating that the application has been accepted.
3.4 The completion of the registration under Article 3.3 constitutes the execution of the agreement between the Company and the User with respect to the use of the Service under the provisions of the Terms (hereinafter referred to as “Service Agreement”), whereby the User shall be entitled to use the Service in such a manner as specified by the Company from the date of the completion of the registration.
3.5 The Company may reject the registration if:
(1) the Company determines that the Applicant is likely to violate the Terms;
(2) the Registration Information submitted to the Company contain, in whole or part, false or erroneous statements or omissions;
(3) the registration of the Applicant for the use of the Service has once been cancelled;
(4) the Applicant is a minor, an adult ward, a person under curatorship or a person under assistance, and has not obtained the necessary consent of his/her respective legal representative, guardian, curator or assistant; or
(5) the Company determines that the Applicant is antisocial forces (which mean gang groups, gang members, right-wing groups or other similar entities; the same shall apply hereinafter), or the Company determines that the Applicant is associated with or involved in antisocial forces in any manner such as cooperating or engaging in maintenance, operation, management of antisocial forces through funding or any other method.
(6) the Company otherwise determines that the registration would be inappropriate.
Changes in Registration Information
In the event of any change in the Registration Information, the User shall promptly notify the Company of such change in accordance with the procedure specified by the Company and submit to the Company the required information.
Management of Password and User ID
5.1 The User shall be fully responsible for the security and safekeeping of his/her password and user ID and the User shall not cause or permit any third party to use the password or user ID nor shall it loan, assign, or cause to be owned in the name of another person or to be sold or purchased the password or user ID or otherwise cause the password or user ID to be an object of any activity similar to the foregoing.
5.2 The User shall be responsible and liable for any damage incurred by the User as a result of inadequate management, wrong or improper use, or the use by a third party of the password or user ID. In no event shall the Company be responsible or liable for such damage.
5.3 In cases where the password or user ID is found to be stolen or used by a third party, the User shall immediately notify the Company to that effect and follow the instructions provided by the Company.
Use of the Service
6.1 Use by the Users
(1) During the effective term of the Service Agreement, the User shall have the right to use the Service in such a manner as directed by the Company in accordance with, and within the scope of, the Terms.
(2) The User shall, with its own costs and responsibilities, prepare and maintain computers, software and other devices, and telecommunication line and other communication environment which are necessary to use the Service.
(3) The User shall, with its own costs and responsibilities, prepare and maintain security systems suitable for the User’s environment for use of the Service to avoid attack of computer virus, unauthorized access, information leakage, etc.
6.2 Use by the Students
(1) The Student may choose a Product from the Website. In the case where the Student wishes to participate in a Product, the Student shall fill in the booking form for the Product online pursuant to the instruction by the Company.
(2) The Student shall pay the price of the Product Service (hereinafter referred to as the “Product Price”) in a manner specified by the Company.
(3）The Student may watch the purchased products for unlimited times.
6.3 Use by the Teachers
(1) The Teacher shall provide on the Website his/ her profile information and Product information regarding the Product Service to be provided by the Teacher pursuant to the instruction by the Company.
(2) The Teacher shall make a reasonable effort to make certain response to the Student within twenty-four(24) hours after Student has filled in the booking form pursuant to the Article 6.2.
6.4 Completion of the Product Agreement
The agreement regarding use of Product Service between the Teacher and the Student(hereinafter referred to as the “Product Agreement”) shall be deemed to have been made and entered into at the time of acceptance of the booking by the Teacher. For the avoidance of doubt, the Company shall not be a party to the Product Agreement.
Treatment of User Information
Duties of Teachers
8.1 The Teacher shall not entrust wholly or partly the Product Service to a third party including other Teachers.
8.2 The Teacher shall not provide service except through the Service, to the Students that the Teacher has got to know, has been acquainted with or has got any relationship with through the Service.
8.3 In the event of breach of Article 8.2, the Teacher shall pay the Company as a penalty two (2) times the amount of the highest Product Price per Student that the Teacher has set forth before such breach, per Student regarding which such breach occurs.
Payment and Fee of the Teachers
9.1 The Teacher hereby authorizes the Company to receive, on behalf of the Teacher, the Product Price to be paid by the Students.
9.2 The Teacher shall pay the amount separately designated by the Company (the “Fee”) to the Company as the consideration for the use of the Service.
9.3 The Company shall pay the amount calculated by deducting the Fee from the amount of the Product Price received by the Company, in accordance with the time and condition separately designated by the Company. The Company receives the Fee by such deduction. The payment to the Teacher shall be made by Stripe to the bank account, and the payment to the Teacher in countries not covered by Stripe, shall be paid by the method of payment for each country. The currency in which the Company pays the amount above and exchange rate (if necessary) applied for calculation of the amount to be paid shall be determined by the Company.
9.4 In case where the Product Agreement is canceled, Articles 9.1 through 9.3 shall be applied mutatis mutandis by regarding the cancelation fee as the Product Price.
10.1 In case that Student wishes to cancel the Product Agreement, the Student shall follow the cancel policy separately set forth by the Company.
10.2 The Teacher shall not change the cancelation policy or any other conditions regarding the Product Service stipulated in the Terms or otherwise designated by the Company without the Company’s prior consent.
10.3 In case of Force Majeure (which means any causes beyond the reasonable control of the Teacher, including but not limited to, fire, storm, flood earthquake, war, terror or any other act of God), the Teacher shall make its best efforts to reschedule the Product through communication with the Students. In cases where the terms and conditions of rescheduled Product (including but not limited to, date, hour, price, etc.) has been agreed with the Students, the Teacher shall immediately notify the Company of such detail. (If such agreed price is lower than the original price, the Company shall reimburse the difference to the Students.) In cases where the terms and conditions of rescheduled Product can not be agreed despite such effort, the Teacher may cancel the Product Agreement without any penalty, however a notice of such cancelation shall be immediately given to the Company. The Student hereby agrees to such Teacher's right to cancel. In the case of any conflict between the Users regarding whether the Force Majeure applies, the Users shall follow the decision of the Company. Except as stipulated in this Article 10.3, the Teacher shall not cancel the Product Agreement once the Product Agreement has been made and entered into.
11.1 The User shall be prohibited from engaging in any of the following activities with respect to the use of the Service:
(1) to perform any act which would infringe any Intellectual Property Rights, portrait rights, privacy rights, credits, or other rights or interests of the Company, other Users, the Third Party SNS Providers or other third parties (including any act which raise such infringement directly or indirectly);
(2) to perform an act associated with a criminal act, or an act against public order and good morals;
(3) to transmit information which is indecent or harmful for minors;
(4) to transmit information related to relationship with people of opposite sex;
(5) to transmit false information.
(6) to perform any act which violates any law or regulation, or the internal rules of the entity of which the Company or the User is a member;
(7) to transmit information containing computer viruses or other harmful computer programs;
(8) to modify information which can be used for the purpose of the Service;
(9) to transmit through the Service data the volume of which is larger than the size of data specified by the Company;
(10) to perform any act which likely to interfere with the operation of the Service by the Company;
(11) to make a third party (including other User) to participate in the Product instead of him/herself; or
(12) to perform any other acts determined by the Company to be inappropriate.
11.2 In cases where the Company determines that the act of the User in the Service falls or is likely to fall under any of the items of Article 11.1, the Company may delete all or part of such information without any prior notice to the User. The Company shall in no event be responsible or liable for any damage incurred by the User as a result of an action taken by the Company pursuant to this Article 11.2.
Discontinuation or Suspension of the Service
12.1 In the event of any of the following circumstances, the Company shall reserve the right to permanently discontinue or temporarily suspend all or part of the use of the Service without prior notice to the User:
(1) When the Company conducts scheduled or unscheduled inspections or maintenance of the computer systems relating to the Service;
(2) When a computer or telecommunications network ceases to operate or function as a result of an accident;
(3) When the operation of the Service becomes difficult due to fire, power failure, natural disaster, or any other cause of force majeure;
(4) When troubles, discontinuation or suspension of service, discontinuation of association with the Service, changes of specifications, etc. occur with respect to the Third Party SNS Services; or
(5) When for any other reason the Company determines that the discontinuation or suspension will be necessary.
12.2 The Company may, in its discretion, terminate the provision of the Service. In this case, the Company gives prior notice to the User.
12.3 The Company shall not be responsible or liable for any damage incurred by the User as a result of any action taken by the Company in accordance with this Article 12.
Retention of Information
The Company shall have no obligation to retain the messages or other information transmitted by or to the User through the Service even in cases where such information has been retained by the Company for a certain period for operational reasons, and the Company may delete such information at any time in its discretion. The Company shall not be responsible or liable for any damage incurred by the User as a result of any action taken by the Company pursuant to this Article 13.
Warning for Downloading, etc.
In cases where at the commencement of or during the use of the Service the User installs software or programs from the Website into his/her computers by way of downloading or other means, the User shall exercise due care in order to prevent the loss or alteration of the information held by it, or any fault or damage to his/her equipment. The Company shall in no event be responsible or liable for such loss or damage incurred by the User.
Ownership and Intellectual Property Rights
15.1 All ownership rights and Intellectual Property Rights in and to the Service and the Website shall vest in the Company or its teachers, and the use of the Service permitted through the registration under the Terms shall not be construed as granting any license with respect to the Website or the Service under any Intellectual Property Rights held by the Company or its teachers. The User shall not, for any reason whatsoever, perform any act which would infringe any Intellectual Property Rights of the Company or its teachers, including, without limitation, disassembling, decompiling, or reverse engineering.
15.2 The Users shall grant to the Company the non-exclusive, sublicenseable and royalty-free license to modify or otherwise use in all forms the texts, graphics, videos and other data uploaded or transmitted in the Website or the Service by the User.
Cancelation of Registration
16.1 The Company may suspend temporarily the use by the User of the Service or cancel the registration of the User without any prior notice if:
(1) the User violates any provision of the Terms;
(2) the Registration Information or information provided pursuant to the Article 6.2 and 6.3 is found to contain false information;
(3) the User uses or attempts to use the Service for such purposes or in such a manner as would cause damage to the Company, other Users, the Third Party SNS Providers or other third parties;
(5) the User interferes with the operation of the Service by any means;
(6) payment by the User is suspended, or the User becomes insolvent, or an application for a proceeding for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or other similar proceedings is instituted with respect to the User;
(7) the User dishonors any note or check issued or accepted by it;
(8) a petition is filed against the User for attachment, provisional attachment, provisional disposition, judicial enforcement or an auction sale;
(9) the User becomes subject to the procedures for tax delinquency;
(10) the User dies or is subject to an order for the commencement of guardianship, curatorship, or assistance;
(11) the Teacher has not executed the Product Agreement for a period of twelve (12) months or more or responded to any communication from the Company for a period of twelve (12) months or more;
(12) the Company determines that rating or reputation of the Teacher is significantly low.
(13) the User falls under any of items of Article 3.5; or
(14) the Company determines for any reason that the continuation of the registration of the User would be inappropriate.
16.2 In cases where the User falls under any of items of Article 16.1, any and all monetary debt of the User to the Company shall become forthwith due and payable, and the User shall immediately pay such monetary debt.
16.3 The Company shall in no event be responsible or liable for any damage incurred by the User as a result of any action taken by the Company in accordance with the provisions of this Article 16.
16.4 The User may cancel his/her registration as a User by sending a seven (7) days prior notice requesting the cancelation of the registration to the Company in accordance with the procedures specified by the Company.
16.5 Even if the registration of the User is canceled, the User shall remain bound by the Product Agreement which has been entered into by the User before the cancelation of registration, and provisions of the Terms shall continue to apply to such Product Agreement.
16.6 In the event of the cancelation of the registration pursuant to this Article 16, the User shall return, destroy or otherwise dispose of the software, manuals or any other materials supplied by the Company in connection with the Service, in accordance with the instructions provided by the Company.
Disclaimer and Limitation of Liability
17.1 The User hereby agrees that the Service is a platform service to provide the Users with opportunities of provision and use of Product Service, and that the Company is not a provider of or liable for any Product Services. The Company shall not be responsible or liable for troubles regarding the Product, including, without limitation, troubles in relation to the execution, cancelation and performance of the Product Agreement, accidents during the Product, or any other troubles between or among the Students, or the Students and the Teachers. The Company shall not be responsible or liable for any damage incurred by the User in connection with the Product, including, without limitation, damage incurred in connection with the troubles above.
17.2 Although the Service may be associated with the Third Party SNS Services, the Company makes no warranty regarding such association. The Company shall not be responsible or liable even when such association is not available.
17.4 The User shall investigate at his/her own expense and responsibility to determine whether or not his/her use of the Service will violate any law or regulation applicable to the User or the internal rules of the entity of which the User is a member, and the Company makes no warranty that the use of the Service by the User will comply with the laws and regulations applicable to the User and the internal rules of the entity of which the User is a member.
17.5 The User shall, with his/her full responsibility, treat and resolve all transactions, communications, disputes, etc. in connection with the Service or the Website which arise between the User and other Users, the Third Party SNS Providers or other third parties. In no event shall the Company be responsible or liable for them.
17.6 In no event shall the Company be responsible or liable for suspension, discontinuation, unavailability or modification of the Service caused by the Company, deletion or loss of any message or information from the User, cancellation of the registration of the User, loss of data or failure of or damage to equipment through the use of the Service, or any other damage incurred by the User in connection with the Service.
17.7 Even if the Website contains links to and from other websites on the Internet, the Company shall not, for any reason, be responsible for any websites other than the Website or any information obtained therefrom.
Resolution of Disputes and Indemnity
18.1 The User shall indemnify and hold harmless the Company from and against any damage incurred by the Company as a result of any breach by the User of any provision of the Terms or resulting in connection with the use by the User of the Service.
18.2 The User shall immediately notify the Company of any claim against the User brought by other Users, the Third Party SNS Providers or other third parties in connection with the Service or of any dispute arising between the User and any of the other Users or other third parties, and shall settle such claim or dispute at his/her own expense and responsibility and report the processes and results of the settlement to the Company at the request thereof.
18.3 In cases where a claim is brought against the Company by other Users, the Third Party SNS Providers or other third parties by reason of infringement of rights or for any other reason with respect to the use of the Service by the User, the User shall compensate the Company for any amount of money which the Company has been forced to pay to such other Users, the Third Party SNS Providers or other third parties based on such claim.
18.4 In no event shall the Company be responsible or liable for the damage incurred by the User in connection with the Service. Even if the Company is responsible or liable for the damage by the application of Consumer Contract Law of Japan other laws, or by other reasons, the responsibility and liability of the Company for the damage are limited to the amount of the Service Fee received by the Company for the Product with respect to which the cause of such damage occurs.
19.1 For the purposes of the Terms, the “Confidential Information” means any and all information related to technology, business, operation, finance, organization, etc. of the Company which may be provided or disclosed by the Company to, or come to the knowledge of, the User in connection with the Terms or the Service in writing, orally or in storage media, etc., but excluding information (1) which is generally available to the public or known to the User at the time when the information is provided or disclosed by the Company to or comes to the knowledge of the User; (2) which becomes publicly known through publication or otherwise without fault of the User after the information is provided or disclosed by the Company to or comes to the knowledge of the User; (3) which the User has lawfully acquired without any obligation of confidentiality from a third party authorized to provide or disclose the information; (4) which the User has developed independently of the Confidential Information, or (5) which is confirmed by the Company in writing to be excluded from the obligation of confidentiality.
19.2 The User shall use the Confidential Information of the Company solely for the purpose of using the Service hereunder, and shall not provide, disclose or divulge the Confidential Information of the Company to any third party without the Company’s prior written consent.
19.3 Notwithstanding the provision of Article 19.2, the User may disclose the Confidential Information of the Company when such disclosure is required by law or by an order, requirement or request of a court or governmental authority; provided, however, that such order, requirement or request shall be promptly notified to the Company by the User.
19.4 The User shall first obtain the prior written consent of the Company if it intends to reproduce any document or magnetic storage media containing the Confidential Information of the Company, and shall keep the reproductions under strict control in the same manner as provided for in Article 19.2.
19.5 At any time upon request of the Company, the User shall promptly return to the Company or destroy the Confidential Information of the Company and the documents or other storage media containing or including the Confidential Information along with all reproductions thereof in accordance with the instructions of the Company.
The Service Agreement shall become effective on the date of the completion of the registration pursuant to Article 3 in respect of the User, and remain in force and effect between the Company and the User until the earlier of the termination of the registration or the cessation of the provision of the Service.
Amendment and Changes to Terms, etc.
21.1 The Company reserves the right to make amendment or change to the contents of the Service without restriction.
21.2 The Company reserves the right to make amendment or change to the Terms (including, without limitation, the rules and regulations concerning the Service which may be posted on the Website; the same shall apply hereinafter in this Article). In the event of any amendment or change to the Terms, the Company shall notify the User to that effect. If the User uses the Service, or fails to take steps to cancel the registration within the time specified by the Company after the notice set forth above, the User shall be deemed to have agreed to such amendment and change made to the Terms.
Any inquiries with respect to the Service or other communications or notices from the Users to the Company, or the notices concerning any amendment to the Terms or other communications or notices from the Company to the User shall be made in accordance with the procedures specified by the Company.
Assignment of Terms
23.1 The User shall not assign, transfer, grant security interests on or otherwise dispose of his/her status under the Service Agreement or rights or obligations under the Terms without the prior written consent of the Company.
23.2 In cases where the Company has assigned the business regarding the Service to a third party, the Company may, as part of such assignment of business, assign to the third party assignee its status under the Service Agreement, its rights and obligations under the Terms, and the Registration Information and other information relating to the User, and the User hereby agrees to such assignment in advance. For the purposes of this Article 23.2, the assignment of business referred to above shall include, in addition to the usual form of assignment of business, split of the Company or any other form of restructuring of the Company which would result in a transfer of the business.
The Terms constitute the entire agreement between the Company and the User with respect to the matters contained herein, and supersede all prior agreements, representations and understandings, whether oral or in writing, between the Company and the User with respect to the matters contained herein.
If any provision of the Terms or part thereof is held to be invalid or unenforceable under the Consumer Contract Law of Japan or other laws or regulations, the remaining provisions hereof shall remain in full force and effect, and the Company and the User shall endeavor to agree to an amendment thereof to the extent necessary to make such invalid or unenforceable provision or part thereof legally operative in order to achieve the same purpose and same legal and economic effect as originally contemplated by such invalid or unenforceable provision or part thereof.
Survival of Provisions
The provisions of Articles 5.2, 8.2, 8.3, 9, 11, 12.3, 13 through 15, 16.2 through 16.6, 17 through 19, and 23 through 27 shall survive the expiration or termination of the Service Agreement and remain in full force and effect; provide, however, that Article 19 shall survive only for five (5) years from the expiration or termination of the Service Agreement.
Governing Law and Jurisdiction
The Terms shall be governed by the laws of Japan. Any and all disputes arising out of or in connection with the Terms shall be submitted to the exclusive jurisdiction of the Tokyo District Court in the first instance.
Resolution Through Discussion
Any matters not provided for in the Terms or those giving rise to any doubts with respect to the interpretation of the Terms shall be promptly resolved through good faith discussions between the Company and the User.
The Japanese language version of this Terms is the original copy and other language versions shall be made for the purpose of convenience only.
[Enacted on 20th Jul. 2020]