Terms of Use

Ipros Corporation (hereinafter referred to as any of “we,” “us” or “our”) provides services on the following conditions and provisions. Upon the use of “Tech Directory” (the “Site;” the services provided by us through the Site are hereinafter referred to as “Our Services”), users shall accept the restrictions pursuant to the conditions and provisions of these Terms of Use (as defined below). Users are deemed to agree to the Tech Directory Terms of Use (these “Terms of Use”) upon the use of the Site by accessing the Site in any manner, and users shall accept the restrictions pursuant to the conditions and provisions of these Terms of Use.

• (1)

  These Terms of Use will apply to any and all use of the Site by the users. Users shall comply with these Terms of Use upon the use of the Site.

• (2)

  The Site includes certain services (“Member Services”) that are provided only to users who are registered as members (“Members”). Members shall comply with the Terms of Membership as well as these Terms of Use.

• (3)

  Users who intend to use the services for which individual provisions are provided in the Site shall comply with these Terms of Use and the individual provisions of the relevant services. If these Terms of Use contradict the individual provisions, the individual provisions will prevail, and these Terms of Use and the individual provisions will both apply to the remaining parts.

• (4)

  The Terms of Membership and the individual provisions of each service constitute a part of these Terms of Use, and all of these combined constitute these Terms of Use.

• (1)

  Information provided and posted by a third party other than us, and disclosed and provided to users and Members through Our Services (including, but not limited to, company information, product information, catalogs and advertisements) is referred to as “Third Party Information.” Third Party Information is provided by a Member who registers and posts such Third Party Information at his or her own responsibility, and we are not involved in the content of Third Party Information. Therefore, we will not be in any way responsible for investigating and confirming the content of Third Party Information. We will not be responsible for explaining Third Party Information.We will not warrant the truth, correctness, currency, usefulness, reliability, legality or non-infringement of a third party’s right of Third Party Information. We will not be responsible for any damage arising from the content of Third Party Information or its use by users. Users are requested to use Our Services at their own judgment and responsibility.

• (2)

  Our Services are available to individuals or companies able to execute a contract legally binding in the country of residence thereof. Users of Our Services must be 18 years of age or over. We may refuse the use of the services at our discretion.

We prohibit users from conducting the following acts:

• a )

  registering a false name or other false information or information illegally obtained;

• b )

  infringing our property, privacy, copyrights, patent rights, trademark rights or other intellectual property rights, trade secrets or any other rights, or those of other users or third parties;

• c )

  defaming or slandering, damaging the reputation of, or blackmailing us or other users or third parties, or otherwise conducting acts that lack dignity or cause discomfort to others;

• d )

  conducting acts that violate, or are likely to violate, any laws or ordinances regardless of whether due to willful misconduct or negligence;

• e )

  conducting acts for which users are not able to be responsible;

• f )

  causing damage or loss to, or wrongly revising or changing, computers, systems, personal information or other various data, wrongly collecting information or data, or any other unauthorized access;

• g )

  conducting acts that lead to crimes or criminal activity;

• h )

  offending public order or morals;

• i )

  using (meaning use in any and all forms, including but not limited to copy, sale, resale, or publication) information obtained by accessing the Site for purposes other than discussion or transaction with business operators with which users’ purposes are consistent;

• j )

  collecting the information posted on the Site without our consent;

• k )

  conducting acts with an aim to advertise or promote by methods other than registration as an Exhibition Member on the Site or paid services to be provided upon a separate agreement with us;

• l )

  conducting, or being involved in, political activities, campaign activities, religious activities and other activities;

• m )

  conducting acts likely to cause us to violate relevant laws, regulations or ordinances; or

• n )

  conducting acts that obstruct, or are likely to obstruct, our operation or that of the Site, or damage, or are likely to damage, our credibility or that of the Site.

If we discover acts or the like that violate these Terms of Use, we may immediately suspend the use of Our Services by the violating user without giving notice, and delete the registration or posting that corresponds to such violation. In this case, we will not be responsible to such violating user or any third party.

• (1)

  All property rights, copyrights, trademark rights, patent rights and other intellectual rights, and any other rights in the content posted on the Site, other than the content such as Third Party Information, and videos and information posted on the site of other companies linked to the Site, belong to us.

• (2)

  The content (including Third Party Information) posted on the Site and all the software (the “Software”) used in connection with the Site are protected by the Copyright Act, the Trademark Act, the Patent Act and other laws and ordinances regarding the protection of intellectual properties, the Unfair Competition Prevention Act and other laws.Without our prior approval, users shall not copy, transmit (or make transmittable), distribute, assign, lease, translate, adapt, secondarily use, license or commercialize the Site or the Software, or content included therein (irrespective of whether in whole or in part). Users shall not copy, transmit (or make transmittable), distribute, assign, lease, translate, adapt, secondarily use, license or commercialize Third Party Information without approval of the relevant provider.

• (3)

  If a user violates this Article and infringes our rights, we have the right to suspend such violation, the right to suspend the use of the matters arising from such violation, the right to claim for removal of the results of such violation, and the right to claim for damages arising from such violation. If a user uses Third Party Information without the consent of the relevant provider, we will not be obligated to suspend or remove such violation on behalf of the provider, and will not be responsible for indemnifying the provider for damages. The provider shall, at his or her responsibility and expense, take measures or responses against such violating user.

Users shall, whether in or outside of a nation, and whether in or out of court, compensate for the following damage incurred by us and necessary legal costs (including those incurred upon participation in litigation as we determine necessary, and including attorneys’ fees, whether in or out of court):

• a )

  loss or damage incurred by us in connection with the acts by the users or the information, data, files and other content provided or registered by the users (including those directly incurred by us and arising in connection with a claim made by a third party);

• b )

  loss or damage arising from the claims made by a third party against us due to the sale and purchase, provision of services or prior negotiation therefor between the users and such third party; and

• c )

  other loss or damage incurred by us in connection with the violation of these Terms of Use (including those directly incurred by us and arising in connection with the claim made by a third party).

We will not intervene in any discussion or transaction between the users arising from the provision of Third Party Information through Our Services. Users shall execute the transactions at their own responsibility. Therefore, we shall not be responsible for any dispute between the parties or with any third party arising in respect of, out of, or in connection with actual negotiations, transactions or payments between the users, or any loss or damage arising in connection with such dispute.

We shall not be responsible for any damage (which means any disadvantage including business interruption, mental damage, or other monetary damage or loss or expenses; “Loss or Damage”) arising from the use of Our Services. In addition, we shall, whether directly or indirectly, not be responsible for any of the following damage:

• a )

  Loss or Damage arising from change, interruption, suspension or termination of all or part of the provision of Our Services;

• b )

  damage caused by computer virus or unauthorized access that are unable to be prevented by commonly taken measures, damage caused by strike or acts of God, or other damage caused by a reason not attributable to us (a “Force Majeure Event”);

• c )

  if the Site links to site or resources other than the Site (“External Site”) or External Site links to the Site, liability in relation to the use of the External Site, or Loss or Damage arising from or in connection with the External Site; or

• d )

  other Loss or Damage incurred by the users upon their use of Internet.

We do not warrant any of the following matters:

• a )

  absence of defect, error or problems in the provision of Our Services;

• b )

  accuracy of the information or the like obtained through Our Services; or

• c )

  satisfaction of users’ expectations of Our Services or the goods, services, information or other items obtained through Our Services.

We may interrupt or terminate all or part of the provision of Our Services (including Member Services) without the approval of users due to maintenance of equipment for our own reasons or for other unavoidable administrative reasons, or due to a failure of the provision by a telecommunications carrier of the services used by us.

We may, at our discretion, amend these Terms of Use separately from and independently of other Terms of Membership and individual provisions from time to time. We will notify the details of amendment by indicating them on the Site. If users do not agree to revisions or amendments, users shall suspend the use of Our Services. The revisions of or amendments to these terms become effective immediately after they are posted on the Site. It is deemed that users agree to the revised or amended terms by continuing their use of Our Services, and the latest terms of use will prevail.

Users’ agreement on these Terms of Use and other Terms of Membership and individual provisions constitutes a comprehensive agreement on Our Services between the users and us. Therefore, users are not permitted to partially agree to or refuse these terms. If a part of the terms conflicts with laws or ordinances, only such part will be deemed to be invalid, and the remaining terms will remain effective.

If all or part of Our Services are transferred by us to other companies, all of such services will be automatically transferred to the transferees.

These Terms of Use and the Terms of Membership, individual provisions and other rules are governed by, and are construed in accordance with, the laws of Japan irrespective of the countries or areas where users reside. The Tokyo District Court has exclusive jurisdiction as the court of first instance over any claim.

If a translation of these Terms of Use differs in interpretation from or contradicts the Japanese version of these Terms of Use, the Japanese version will prevail.

• (1)

  “Members” means users of the Site who register (“register” or “registration”) their personal information and other information requested by us, and are approved by us.

• (2)

  “ID” means the registered e-mail address on which the use of the services for Members is based, and “Members” means users whose IDs are registered. We will identify whether or not a user is a Member by matching the ID and password.

• (3)

  Members are deemed to agree to and approve all the conditions of these Terms of Membership and the Tech Directory Terms of Use upon the registration of information necessary for the use of the services for Members.

• (1)

  Information requested by us upon application for Member registration will differ depending on the services to be used. Members will be classified into an “E-mail Magazine Subscription Member,” “Viewing Member” and “Exhibition Member” depending on the services available to the users; provided, however, that a user is required to agree to the Tech Directory Terms of Exhibition in addition to these Terms of Membership to become an Exhibition Member.

• (2)

  We will not change or otherwise revise any registered Member information unless users or other persons whom we determine to be equivalent to users so request, and unless we approve such request; provided, however, that if we determine the registered information that is subject to disclosure to be inappropriate, we may change or delete the relevant information.

• (3)

  Upon the suspension of the services pursuant to Article 4, we will, without giving notice, delete the registered information of the relevant Member after saving such information for certain period of time.

• (1)
  An E-mail Magazine Subscription Member and a Viewing Member may change their registered information at any time. An Exhibition Member may change his or her registered information only after he or she requests us to change or delete such information and we give consent.
• (2)
  With respect to services requiring our approval upon the application for registration, a user who is waiting for our approval is referred to as “Temporary Member,” and a Temporary Member is equivalent to a Member unless otherwise designated; provided, however, that a user who is unable to obtain our approval will no longer be a Member after we so notify such user.

We will discontinue the provision of the services to Members within the period that is possible and reasonable to the operation of the services in any of the following cases:

• a )
  if a Member takes prescribed procedures for withdrawal from membership, or indicates to us the suspension of the services by other methods;
• b )
  if a person whom we determine to be equivalent to a Member so requests, and we approve such request; or
• c )
  if we otherwise determine that there are unavoidable reasons due to operational necessity.

We may interrupt or terminate all or part of the provision of the services for Members without the approval of Members due to maintenance of equipment for our own reasons or for other unavoidable administrative reasons, or due to a failure of the provisions by a telecommunications carrier of the services used by us.

• (1)

  Members shall use the services at their own option and responsibility.

• (2)

  Members represent and warrant that their registered information is true and correct, and shall promptly update their registered information at their own responsibility so that such information is always up to date.

• (3)

  Members shall be responsible for the information registered by such Members. We shall not be responsible on behalf of Members for content consisting of information of the registered Members that is posted, or disclosed, provided or sent to others on the Site (which means information, data, documents, software, music, pictures, images, videos, messages or characters; the same applies hereinafter), and we shall not manage the content.

• (4)

  Members shall be responsible for managing their passwords. We recommend Members to change their passwords on a regular basis. We do not allow any Member to lend or transfer, or share, his or her password with any third party. Unless a Member who registers as a company shares its passwords within the same company at its own responsibility, the Member who made registration shall use its passwords for its own use. We will not be responsible for any occurrence of damage arising from use, fraudulent use, lending, transfer or sharing of passwords.

Our purpose of collecting personal information is as set out in the Privacy Policy on the Site.

• (1)

  Services for Members provided by us may include the provision of registered information to a third party. The details are as set out in the Privacy Policy on the Site.

• (2)

  The recipient of personal information or any other information provided by us pursuant to the preceding paragraph shall manage such information with due care of a prudent manager, and take procedures necessary for proper management of personal information, and shall not allow a third party to use, disclose, leak, lose or falsify (“Leak, Etc.”) personal information. If we determine that there is a problem in management of personal information, the recipient shall cooperate with us to investigate such problem. If Leakage, Etc. or other troubles occur with respect to the information managed by the recipient, the recipient who causes such trouble shall be responsible for resolving such trouble. If we incur damage (including attorneys’ fees) due to such trouble, the recipient who causes such trouble shall immediately indemnify us for such damage. The recipient who causes Leakage, Etc. shall, at our request, immediately return all information received from us or dispose or delete such information in accordance with our instructions.

• (3)

  We will provide personal information of Members only for the purpose set out in the Privacy Policy on the Site. If the recipient uses information provided by us for purposes other than such purpose, the recipient shall be required to obtain the approval of the relevant Members (unless the recipient uses the answers to questionnaires previously including the questions for it). The recipient shall not provide personal information provided by us to any third party irrespective of whether by distribution, transfer, sale or other methods.

• (4)

  The matters regarding the use of Our Services may be disclosed as part of the services by the method not identifying an individual.

• (5)

  We may entrust Member information in whole or part upon the delegation of operations necessary for provision of the services.

We may, at our discretion, amend these Terms of Membership separately from and independently of other Terms of Use and individual provisions from time to time. We will notify the details of amendment by indicating them on the Site. If Members do not agree to revisions or amendments, Members shall suspend the use of Our Services. The revisions of or amendments to these terms become effective immediately after they are posted on the Site. It is deemed that Members agree to the revised or amended terms by continuing their use of Our Services, and the latest terms of membership will prevail.

If all or part of Our Services are transferred by us to other companies, all of such services will be automatically transferred to the transferees.

These Terms of Membership, are governed by, and are construed in accordance with, the laws of Japan irrespective of the countries or areas where Members reside. The Tokyo District Court has exclusive jurisdiction as the court of first instance over any claim.

If a translation of these Terms of Membership differs in interpretation from or contradicts the Japanese version of these Terms of Membership, the Japanese version will prevail.

“Exhibition” means listing corporate information, product information or other matters on the Site in the form designated by us, or an application to us for such listing. “Exhibition Member” means a member who registers information in the Site or post information on the Site with our approval.

We have the right to decide at its discretion whether the information of an Exhibition Member and product information applied for listing (the “Registered Information”) is to be listed or not. We will decide the applicability of the category of the Registered Information based on the Registered Information.

If we determine necessary, we may delete the registration, change the category, or change or otherwise edit the details of, the Registered Information.

Exhibition Members shall be fully responsible for the truth, correctness, currency, usefulness, reliability, legality and non-infringement of a third party’s right of their Registered Information (excluding those changed or edited by us without obtaining approval of the relevant Exhibition Member pursuant to Article 3). In addition, Exhibition Members shall represent and warrant that they have the legitimate right to give information and the legitimate right to handle such information. If it is discovered that such information is false, the relevant Exhibition Member shall promptly correct or delete such information.

• (1)

  Exhibition Members shall use personal information provided by us only for the purpose of responding to the request such as request for materials. If Exhibition Members use personal information for other purposes, Exhibition Members shall obtain the approval of the relevant Members (unless Exhibition Members use the answers to questionnaires previously including the questions for it). Exhibition Members shall not provide personal information provided by us to any third party irrespective of whether by distribution, transfer, sale or other methods.

• (2)

  If Exhibition Members disclose personal information to a third party such as an affiliate, distributor, advertising agency or client in order to respond to a request, Exhibition Members shall be responsible for management as delegating party so that the recipient of personal information properly manages such personal information.

We will prohibit the registration of the following information:

• a )

  alse names, information obtained illegally, information of products an Exhibition Member does not have a right to sell or other false information;

• b )

  information that infringes our property, privacy, copyrights, patent rights, trademark rights or other intellectual property rights, trade secrets or other such rights, or those of other users or third parties;

• c )

  information that defames or slanders, damages the reputation of, or blackmails us or other users or third parties, or otherwise lacks dignity or causes discomfort to others;

• d )

  information that violates, or threatens to violate, various laws or ordinances of the place of residence of Exhibition Members regardless of whether due to willful misconduct or negligence;

• e )

  information of computer programs or the like that cause damage or loss to, or wrongly revise or change, computers, systems, personal information or other various data;

• f )

  information that lead to crimes or criminal activity;

• g )

  information that offends public order or morals;

• h )

  political activities, campaign activities, religious activities and information of activities in relation thereto;

• i )

  information that is likely to cause us to violate relevant laws, regulations or other ordinances;

• j )

  information that prevents, or is likely to prevent, our operation or that of the Site, or damages, or threatens to damage, our credibility or that of the Site; or

• k )

  information that is not much relevant to the Site. We may determine the relevance of the information at our own discretion.

We may interrupt or terminate all or part of the provision of Our Services (including Member Services) without the approval of the Members due to maintenance of equipment for our own reasons or for other unavoidable administrative reasons, and due to the failure of the provision by a telecommunications carrier of the services used by us.

We may on our own amend these Terms of Exhibition and other Terms of Use separately from and independently of other individual provisions from time to time. We will notify the details of amendment by indicating them on the Site. If Members do not agree to revisions or amendments, Members shall suspend the use of Our Services. The revisions of or amendments to these terms become effective immediately after they are posted on the Site. It is deemed that Members agree to the revised or amended terms by continuing their use of Our Services, and the latest terms of exhibition will prevail.

If all or part of Our Services are transferred by us to any other company, all of such services will be automatically transferred to the transferee.

These Terms of Exhibition are governed by, and are to be construed in accordance with, the laws of Japan irrespective of the countries or areas where Members reside. The Tokyo District Court has exclusive jurisdiction as the court of first instance over any claim.

If a translation of these Terms of Exhibition differs in interpretation from or contradict the Japanese version of these Terms of Exhibition, the Japanese version will prevail.