TERMS OF USE

Bizmates, Inc. (hereinafter referred to as “Bizmates”) has provided the following Terms of Use (hereinafter referred to as the “TOU”) for the use of the online Japanese conversation services, etc. provided by Zipan, operated by Bizmates (hereinafter referred to as the “Services”) by applicants and users of the Services (hereinafter referred to as “Users”). Users shall be deemed to have approved the TOU as of the time when applications for subscription in the Services are filed. In addition, if the Users are minors, it shall be required to obtain consent of their legal representatives, such as persons with parental authority.

Article 1 (Scope of Application of the TOU and Amendment)

1

For the scope of application of the TOU, in addition to those as set forth on the website of Bizmates (hereinafter referred to as the “Site”), information transmitted via email and applications, etc. provided by Bizmates to Users is included.

2

Bizmates may revise, amend or add new provisions to the TOU, without obtaining the approval of Users. The TOU after amendment shall become effective when it is published on the Site and Users shall agree to the effect of the amended TOU in advance.

Article 2 (Subscription for the Services)

1

Users shall subscribe to the Services in accordance with the procedures provided by Bizmates. Upon subscription to the Services, Users shall be deemed to have agreed to the following items:

1. Read the TOU carefully, accept the specifics thereof and then apply for subscription to the Services;
2. Register name, email address, password and other items truly and accurately, and strictly manage such information configured upon subscription at their own responsibility;
3. Prepare equipment and software, etc. as will be set forth in Article 5, paragraph 1 by themselves;
4. Ascertain that there is no obstruction in the communications environment of the Users for use of the Services;
5. Pay service fees by the settlement method provided by Bizmates.

2

Subscription to the Services by Users shall be completed as of the time of receipt of the email notice of acceptance by Bizmates; provided, however, that Bizmates may restrict the use of the Services by a User until Bizmates confirms the payment of the service fees by the User.

3

Bizmates may refuse or cancel the subscription if any of the following items apply to a User. In addition, in principle Bizmates shall never refund any money already paid:

1. When the User does not actually exist;
2. When there is a false or erroneous statement or omission in the subscription information of the User;
3. When Bizmates judges the User to be incapable of making payment of service fees;
4. When the User neglected the payment of fees in the past;
5. When the subscription of the User was canceled in the past by Bizmates;
6. When the User has already subscribed to the Services using a separate account, etc.;
7. When the User commits a prohibited act as provided in Article 6;
8. When it is assessed by a trainer to be difficult for the User to receive any benefit using the Services with the User’s Japanese ability after the User has taken a free trial lesson; or
9. When the User is judged by Bizmates to be inappropriate as a user of the Services.

Article 3 (Change of Subscription Information)

When there is a change in the content of subscription information registered with Bizmates, the User shall without delay perform procedures for change of subscription information at the Site. Bizmates shall assume absolutely no liability for disadvantages or other burdens of Users that arise from neglect by Users of change of subscription information.

Article 4 (Use and Handling of Subscription Information)

1

Bizmates shall handle information that falls under “personal information” out of the subscription information of Users properly in accordance with the Privacy Policy separately provided by Bizmates.

2

Users shall manage registered information strictly. By confirming the match of ID and password at the Site, Bizmates shall deem that the user of the Services is the User himself/herself.

3

Users shall assume liability for damage arising due to forgetting, loss or non-thorough management of the ID and password by Users, and Bizmates shall assume absolutely no liability. If a User becomes aware of the fact that his/her own subscription information is improperly being used by others, the User shall notify Bizmates to that effect immediately and follow the instructions thereof.

Article 5 (Service Rules)

1

The Services shall be performed using the Internet and software designated by the Company. Users shall prepare by themselves the PC, Internet environment, headset, Skype (Internet telephone services software provided by Microsoft; the same shall apply hereinafter), web camera (at their discretion), etc., which will be necessary for use of the Services.

2

Users may use the Services during the effective period by paying a one-month portion of the service fees as provided separately by Bizmates by the following methods. Effective period means one month from the date of commencement of use of the Services (e.g.: if the date of commencement of the Services is September 10, the effective period shall be up to October 9).

Pay a one-moth portion of service fees by either the PayPal payment services, or other method determined reasonable by Bizmates

3

The Services shall include the following products:

1. Zipan Program Video Lesson, the video educational materials for preparation for or review of Zipan Program Educational Materials provided by Bizmates
   When Users take a free trial lesson and have their level assessed by the trainer, the Users become able to watch Zipan Program Video Lesson videos according to the level and rank assessed there. In addition, if the level or rank of the Zipan Program educational materials to learn for a User is heightened by the User’s taking Zipan Program lessons, the User will become able to watch Zipan Program Video Lesson videos according to the heightened level and rank as well.
2. Other Programs Video Lesson, the video educational materials for preparation for or review of Other Programs Educational Materials provided by Bizmates
   When Users take a free trial lesson and have their level assessed by the trainer, the Users become able to watch videos according to the level and rank assessed there, out of the Other Programs Video Lesson videos on themes publicly disclosed. In addition, if the level or rank of the Other Programs educational materials to learn for a User is heightened by the User’s taking Other Programs lessons, the User will become able to watch videos according to the heightened level and rank as well.

4

Services under the preceding paragraph shall be provided using the video distribution platform managed and operated by Bizmates or outsourcee of Bizmates. Bizmates shall assume absolutely no liability whatsoever for suspension or termination of the Services due to insufficiency or bad handling, etc. of the video distribution platform, if any. In addition, the video platform may not support some OSes, browsers or terminals.

5

1. ) Bizmates may revise the fees for the Services to an extent that is reasonable under social norms.
2. After a User makes payment under Article 5, Paragraph 2, unless the User conducts procedures of recess or withdrawal as will be provided in Article 7 by two (2) days in advance of the payment due date of the next monthly fee, the User shall be deemed to have an intent to continue to use the Services, and the Services shall be continually renewed for the same fee (or revised fee; if there is a revision of fees under item 1 of this paragraph by the expiration day of the effective term and Bizmates chooses renewal with the fees after the relevant revision) on the expiration day of the effective period one (1) month after the payment due date.
3. If Bizmates cannot confirm the fact that a User has paid the service fees for the next one month before the expiration day of the effective period, Bizmates may deem that the User has no intent to continue to use the Services and treat the User as being suspended.

6

Notwithstanding the provisions of the preceding paragraph, if a User expresses an intent to suspend or withdraw from the Services pursuant to the provisions of Article 7, within eight (8) days from the day of the User making payment of the fees for the Services, and also expresses an intent to request a refund, limited only to the payment of the initial service fees, Bizmates will refund the amount of the service fees after deduction of 20% of the paid amount, as a refund handling charge; provided, however, that this shall not apply to the case of subscription to the Services two or more times (including the case of the same person using different IDs, or making payment using different PayPal accounts, etc.).

7

Bizmates shall record information necessary for ensuring and maintaining smooth progress or consistency of the Services, such as details of lessons, etc. for Users. In addition, that information may include personal information of Users, and this shall be properly handled in accordance with the Privacy Policy separately provided by Bizmates.

8

Bizmates may view or listen to the services, or save the services as data (hereinafter referred to as “listening, etc.”) provided for the purpose of making use thereof for improvement of the quality of the services, etc. Users shall agree to and accept in advance the possibility of lessons in which the Users themselves participate being listened to, etc.

9

Bizmates shall set non-lecture days based on the holidays in the countries and areas where the trainers live (hereinafter referred to as “trainer residency area”), New Year holidays, or implementation of system maintenance or training, etc. In addition, Bizmates may change the non-lecture days of the Services by announcement on the Site without advance notice to Users. Users shall agree in advance to the fact that there is a possibility that the User may not use the Services on non-lecture days or number of lessons that the User may take may be reduced.

10

The User may make a reservation for a lesson until 15 minutes prior to the start of the lesson. The User may reserve for the next lesson after taking the reserved lesson. Cancellation of a reserved lesson may be accepted until 60 minutes prior to the lesson. After cancellation it will be possible to reserve for a lesson again. If cancellation is done after 60 minutes before the start of the lesson, the lesson cannot be cancelled and will be treated as absence from the lesson. In such instance, the User may reserve the next lesson after the time of end of the relevant lesson treated as absence has passed. Bizmates may give a warning or instruction on improvement, etc. if a User is absent from lessons without notice repeatedly. In addition, if the User fails to follow the relevant instructions, etc., Bizmates may cancel the subscription of the User.

11

If the reserved trainer is incapable of giving a lesson due to circumstances, if it is before the start of the lesson, a substitute trainer shall give the lesson. If a substitute trainer cannot be assigned, the reserved lesson shall be handled as cancellation. In such instance, only within the service period in which the day of the lesson handled as cancellation falls, the User may re-reserve and take the lesson (if the reservation is made using lesson tickets, whether or not the User will re-reserve the lesson within the service period in which the day of the lesson handled as cancellation falls, a lesson ticket with the same specifics will be returned to the User as of the time when the lesson is handled as cancellation). Lesson ticket means a ticket that indicates the rights to reserve and take lessons beyond the limitation on numbers of reservations for and taking of ordinary lessons, and the number of tickets in possession and deadline for use thereof shall be managed inside the Bizmates’ system, not in the form of paper. For details, please refer to Detailed Regulations of Use of Zipan Skype Lesson Ticket.

12

If use of the Services is suspended for five (5) minutes or longer per lesson due to individual issues on the trainer side (obstruction of communications devices installed on the trainer side, ill health of trainers, etc.) after commencement of a lesson, and the User reports to Bizmates on the problem via the Site, the lesson shall be handled as cancellation and the preceding paragraph shall apply mutatis mutandis.

13

If it becomes impossible for Users to take lessons due to reasons not arising out of individual issues on the trainer side (such as unstable political situation all over or in part of the trainer residency area, natural disaster, telecommunications malfunction, etc.), the lesson will not be handled as cancellation, nor will it be subject of grant of lesson tickets. In addition, notwithstanding the provisions of the preceding paragraph, when Bizmates judges that a User acquired a lesson ticket improperly in the past (such as an act of acquisition of lesson tickets by reporting problems to Bizmates even though there has been no suspension of Services due to individual situation on the trainer side) or acts committed that are strongly suspected of being improper acquisition (such as an act of repeatedly reporting problems to Bizmates under the preceding paragraph after the elapse of a reasonable time after the start of a lesson), Bizmates may not handle the lesson as cancellation or grant lesson tickets, even though the User has reported on the problem pursuant to the preceding paragraph.

14

The lesson tickets shall be valid for 60 days from and including the day of purchase or being granted, and lesson tickets will be used up in the order of the earlier dates of invalidation. When a User takes a recess or withdraws from the Services, the lesson tickets shall be extinguished even within the validation period under the preceding paragraph.

15

Bizmates may outsource all or part of the work related to the Services when necessary.

Article 6 (Prohibited Acts)

1

Users must not commit the following acts, or any act that may possibly constitute the following acts in use of the Services:

1. Assignment of the rights of the User to use the Services to others, or allow others to use the rights, or change the name of the user to others,
2. Act of causing loss or damage to the reputation or credibility of the Services or Bizmates,
3. Violation of laws, act against public order or morals, or an act that could possibly constitute such an act,
4. Registration of false information,
5. Act of obstructing operation of the Services,
6. Use of the Services for sales acts, or other business profit activities or preparation therefor,
7. Acts that cause disadvantages or damage to other users of the Services, Bizmates, or a third party,
8. Criminal acts or acts to instigate criminal acts,
9. Harassment or bad behavior towards trainers, or other acts of harassment such as disturbing the course of lessons. Recognition as harassment will be conducted at the judgment of Bizmates, after all the facts are confirmed,
10. Inquiring of trainers about confidential information of Bizmates that is not disclosed generally,
11. Acts by Users or proxies of Users of trying to get in personal contact with a trainer, irrespective of whether on-line or off-line, including by email communications,
12. Solicitation of trainers to work in services or companies that could be competitors of Bizmates,
13. Use of violent language on customer support staff of Bizmates or acts to obstruct customer support services,
14. Use of one account by multiple persons,
15. Recording the status of use of the Service by audio or video, and disclosure thereof to a third party,
16. Disclosure by Users of confidential information of Users or a third party to trainers, or
17. Any other acts judged inappropriate by Bizmates.

2

If a User commits the acts as provided in the preceding paragraph, Bizmates shall cancel the subscription of the User, and if any damage is incurred by Bizmates, Bizmates shall claim damages or take any other legal action.

Article 7 (Recess, Withdrawal)

1

1. Recess means temporary suspension of use of lessons (including viewing of products as set forth in Article 5, Paragraph 3) by making payment of monthly fees each month. Users may be able to continue to use the Site and other services.
2. Withdrawal means suspension of use of the Services and losing all rights to use of the Services.

2

Users may perform procedures for recess or withdrawal by the prescribed methods. When a User notifies to the effect of recess or withdrawal by two days in advance of the payment due date of monthly fees each month, payment shall not accrue from that point of time, and the User shall go on recess or be withdrawn as of the expiration date of the effective period.

3

If a User desires to restart the use of lessons by paying monthly fees each month after going on recess, the User shall perform procedures to restart the use of the Services by the methods prescribed by Bizmates.

4

Users shall lose all rights to use the Services by withdrawal, and may make no requests of Bizmates.

Article 8 (Suspension/Termination of the Services)

Bizmates may suspend or terminate all or part of the Services arising out of the following events, and give notice to that effect on the Site or via email before or after the fact:

1. Where it becomes infeasible for Bizmates to provide the Services due to act of God, fire, power outage or other emergency;
2. Where it becomes infeasible for Bizmates to provide the Services due to war, civil war, riot, or labor dispute, etc.;
3. In any other cases where Bizmates needs to suspend the Services temporarily.

Article 9 (Termination of the Services)

Bizmates may terminate the services as set forth in Article 5, Paragraph 3, out of the Services, upon advance notice to Users on the Site or via email no later than thirty (30) days in advance. In such instance, Bizmates shall assume no liability for termination of the relevant services to any person including Users.

Article 10 (Information Distribution)

Bizmates may send notice, or distribute information including ads or questionnaires, etc. via email to Users.

Article 11 (Use of Skype)

Bizmates provide services via Skype, and in the use of Skype, Users shall be deemed to have agreed to the following matters:

1. Users shall follow the functionalities and terms of use of talk software provided by Microsoft, which provides Skype.
2. Users shall download talk software and check the functionalities thereof at their own responsibility.
3. When a User is unable to use the Services due to disorder, failure setting or defects in the talk software and hardware necessary for use thereof, Bizmates shall assume absolutely no liability whatsoever.
4. When a User opens a file or URL sent from a trainer via chat, etc. on Skype, the User shall do so at its own responsibility. If any damage is incurred by the User such as virus infection caused by files or URLs sent, Bizmates shall assume absolutely no liability whatsoever.
5. Skype IDs registered by Users shall be disclosed to trainers for the purpose of provision of lessons. Skype IDs registered by Users shall not fall under personal information that will be properly handled in accordance with the Privacy Policy provided separately by Bizmates. If Users do not desire to disclose the Skype IDs they use privately, they shall take reasonable and necessary preventive measures for protection and management of their own personal information, such as making a new Skype ID for use of the Services and register it with the Company, etc.
6. Bizmates shall assume absolutely no liability whatsoever for trouble arising from Skype-related circumstances. In addition, Bizmates shall accept absolutely no inquiries relating to Skype.

Article 12 (Limitation of Liability)

1

Users shall agree to the fact that Bizmates will bear no liability for any and all damage arising out of or in relation to the following matters:

1. Use or incapability of use of the Services,
2. Unauthorized access or unauthorized alteration to the data transmitted or registered by Users,
3. Statements, transmissions or acts by a third party during the Services,
4. Effects of learning of the Services,
5. Information provided by Users during or outside the lessons,
6. Suspension of the Services due to events not attributable to Bizmates, such as domestic or foreign political situations, natural disaster or Skype outage, etc.

7. Inability of Users to use the Services in a satisfying way (including, but not limited to, the following situations):

   1. Temporary shortage of the number of offered lessons due to rapid decrease of number of lessons available, as a result of the situation such as rapid increase of number of users, or occurrence of telecommunications malfunctions at the trainer residency area, and the like,
   2. Inability to reserve lessons offered in time zones that the Users desire,
   3. Inability to reserve lessons offered by a specific trainer,
   4. Situation where it is unavoidable to cancel lessons due to occurrence of power outage or telecommunications malfunction, etc. at a trainer residency area.

2

Major means of communication from Bizmates relating to the Services shall be via email or the Site, and Users shall confirm the communications from Bizmates by receiving emails therefrom or on the Site. In addition, the language used in the communications shall be Japanese. Bizmates shall assume absolutely no liability whatsoever for indemnification for disadvantages of Users arising due to Users’ neglect of confirmation of email or the Site.

3

Bizmates shall assume absolutely no liability whatsoever for indemnification for any damage incurred due to computer virus infection, etc. in the User’s use of the Services or damage arising due to software or distributed files used for the Services.

Article 13 (Copyright and Ownership)

All copyrights and ownership to the trademarks, logo marks, education materials, or any other copyrighted objects, etc. that belong to the Company related to the Services shall belong to Bizmates. It shall be prohibited for Users to use them without any prior consent of Bizmates.

Article 14 (Elimination of Anti-social Forces, such as Organized Crime Group)

1

Each party represents that it does not fall under organized crime group, organized crime group member, or any other anti-social force similar thereto, and firmly commits that it will not fall under these in the future as well, and it will not commit or cause a third party to commit an unreasonable act of demand using violence, threatening behavior, damaging the credibility or obstructing the operations of the other party by spreading false information or using fraud or power or any other similar act.

2

Either party may terminate the agreement when the other party breaches the preceding paragraph.

Article 15 (Consultations)

Each party shall perform the TOU in good faith under the doctrine of good faith. Matters not provided in the TOU or any doubts as to the provisions of the TOU shall be settled upon bona fide consultations promptly.

Article 16 (Governing Law and Jurisdiction)

The TOU shall be governed by the laws of Japan. Any disputes in relation to the use of the Services shall be subject to the exclusive jurisdiction of the court that has jurisdiction over the location of the head office of Bizmates as court of first instance.

Supplementary Provisions
The TOU shall come into effect on April 12, 2023.