Chapter I Purpose, etc. of Terms of Use
Article 1 Purpose of Terms of Use
1.1 The purpose of these Terms of Use is to set forth the rights and obligations as between SEIWA Logistics Systems (hereinafter referred to as the “Company”) and each Member in relation to the use of the business matching site “MatchBox” which is operated by the Company. These Terms of Use shall apply to any and all matters related to the use of the Services as between the Company and the Member.
1.2 Any person who uses the business matching site “MatchBox” is required to be registered as a Member pursuant to Article 4 of Chapter Ⅱ.

Article 2 Revision of and Consent to Terms of Use
2.1 The Company may revise the Terms of Use from time to time without obtaining prior approval of the Members, and the Members hereby acknowledge and agree to such revision.
2.2 The revision of the Terms of Use shall be announced and released to the Members from time to time through the method provided by the Company.

Article 3 Transfers of Rights, etc.
The Member may not assign, transfer or pledge its right to receive the services provided through the business matching site “MatchBox” and other rights granted to the Member in relation to the membership.

Chapter II Membership
Article 4 Membership; Registration Fee
4.1 The term “Member” means any individual, corporation or other entity who applies for registration as a Member and whose registration is approved by the Company.
4.2 If the Member is an individual who is a minor, the use of the Services shall require approval of the person with parental authority on such Member.
4.3 When a person desires to be a Member, the person shall fill in the Member Registration Form designated by the Company and check the box for “I approve the Terms of Use”, after fully understanding the content of these Terms of Use.
4.4 An application for registration as a Member shall be filed by an individual, sole proprietor, corporation or other entity by itself/himself/herself, and may not be filed by way of proxy unless otherwise permitted by the Company specifically. Further, the applicant for the registration shall provide the Company with true, correct and the latest information in applying for the registration.
4.5 When the Company approves the registration of the Member as a result of the application filed pursuant to Article 4.4, the Company shall assign and issue an account ID number and a password for the applicant and notify the applicant of the approval of registration as a Member via an e-mail or otherwise in writing. The registration of the applicant as a Member shall be deemed completed upon such notification.
4.6 After the completion of the registration, the Member may receive the Services provided through the business matching site “MatchBox” pursuant to the provisions of these Terms of Use.
4.7 The Member Registration Fee shall be as specified in the fee schedule separately provided by the Company.

Article 5 Management of Account ID and Password
5.1 Each Member shall be solely responsible for the use and management of the account ID and the password assigned by the Company.
5.2 The Company shall not be responsible or liable for any loss, damage or disadvantage suffered by the Member as a result of use of the account ID and the password by a third party, and the Member shall seek compensation for such damages against such third party.
5.3 The Member shall immediately give notice to the Company when any unauthorized use of the account ID and the password by a third party is revealed.

Article 6 Handling of Personal Information
Each Member shall be required to register the name, corporate name, address, office location, telephone number, e-mail address and so forth prior to the use of the Services. The use of the registered information shall be limited to the cases where such information is necessary for sending any information or communication to the Member. The registered information shall not be assigned or disclosed to any third party except where the disclosure is required in accordance with the laws and regulations, such as in case of a request for disclosure made by any judicial or legal body.

Article 7 Change of Registered Information
7.1 The Member shall promptly notify the Company of any change in the name, corporate name, address, office location, telephone number, e-mail address or other information registered with the Company.
7.2 The Company shall not be responsible or liable for any loss, damage or disadvantage suffered by the Member due to the failure to make notification pursuant to Article 7.1.

Article 8 Withdrawal
8.1 A Member shall give notice to the Company in a manner designated by the Company when the Member withdraws from the membership. In this case, the Member shall be deemed to have withdrawn from the membership upon completion of the prescribed procedures by the Company.
8.2 In case of withdrawal set forth in Article 8.1, any and all obligations assumed by the Member during the use of the Services shall not be extinguished unless and until such obligations are performed or paid even after the withdrawal.

Article 9 Cancellation of Registration
The Company may forfeit the membership of a Member immediately without prior notice to the Member upon occurrence of any of the following situations:
(1) The Member turns out to be a former Member whose membership was forfeited or whose use of the Website is suspended because of any unauthorized use or other similar act by the Member in the past;
(2) The Company decides that it is significantly difficult to treat the Member as a Member for technical or other operational reason of the Company;
(3) The Member is in breach of these Terms of Use;
(4) The Company decides that the Member is inappropriate or unsuitable as a Member;
(5) The Company decides that the Member is inappropriate or unsuitable as a Member due to deterioration of credit rating of the Member caused by bankruptcy, cessation of business and so forth of the Member;
(6) A petition for commencement of bankruptcy, special liquidation, corporate reorganization (“kaisha-kosei”) or civil rehabilitation (“minji-saisei”) proceeding is filed by or against the Member, or any situation similar to the foregoing arises;
(7) A negotiable instrument or check drawn by the Member is dishonored or a decision to suspend transaction with the Member is granted by a clearinghouse;
(8) Any procedure for provisional attachment, attachment or public auction is commenced against the Member or the Member fails to pay tax and becomes subject to a procedure for collection of tax delinquency;
(9) The Member is deemed as an organized crime group, a member of an organized crime group or a person for whom five (5) years have not elapsed since it/he/she ceased to be a member of an organized crime group, or as a quasi-member of an organized crime group, a corporation affiliated with an organized crime group, a “sokai-ya” racketeer group, a group engaging in criminal activities under the pretext of conducting social campaigns or political activities, a crime group specialized in intellectual crimes or any other similar to any of the foregoing, or otherwise as belonging to any anti-social forces (hereinafter collectively referred to as “anti-social forces”);
(10) The Member is deemed as involved in any anti-social forces by providing funding or other convenience to anti-social forces;
(11) The Member is deemed to utilize any anti-social forces in an unreasonable manner;
(12) The Member is deemed to have any socially-reprehensible relationship with anti-social forces;
(13) The Member uses any deceptive, violent or threatening act or behavior against the Company or other Members by itself or through any third party; or
(14) Otherwise the Company decides that the Member offends against public order and decency.

Chapter III Use of Business Matching Site
Article 10 Definition of Business Matching Site
10.1 The term “Services” as used herein means the services provided as a business matching site called “MatchBox” through the Website, which introduces a corporation, sole proprietor, individual or other group desirous of selling or providing any specific goods or services (hereinafter referred to as the “Goods and Services”) to a corporation, sole proprietor, individual or other group desirous of purchasing or using the Goods and Services (which Services shall include, if the content of the services are changed for whatever reason, any services after such change).
10.2 The term “Website” as used herein means the website operated by the Company with the domain “matchboxes.com” (which shall include, if the Website is changed for whatever reason, any website after such change).
10.3 The term “Member” as used herein means a corporation, sole proprietor, individual or other group which has registered itself/himself/herself with the Company for using the Services pursuant to Chapter II, Article 4.
10.4 The term “Exhibitor” as used herein means a corporation, sole proprietor, individual or other group which has represented that it/he/she desires to sell or provide specific Goods and Services through the Services.
10.5 The term “Intellectual Property Rights” as used herein means the rights related to intellectual properties such as copyrights, patents, utility model rights, trademark rights, design rights, know-how and so forth.
10.6 “Terms of Use” means the terms for using the Services pursuant to the provisions of the Terms of Use as executed between the Company and the registered Member.

Article 11 Compliance with the Terms of Use
These Terms of Use sets forth the matters with which the Members are required to comply in using the Services. Use of the Services by a Member shall be deemed as the consent of the Member to these Terms of Use.

Article 12 Use of Services
12.1 A Member may use the Services during the period the Member is effectively registered as a Member and within the scope of the purpose and provisions of these Terms of Use, by following the method determined by the Company. The Members shall use the contents of the Services at their own risk and on their own account by deciding the credibility, correctness, completeness, usefulness and so forth of the contents on their own.
12.2 The Services are provided for the purpose of introducing the corporations, sole proprietors, individuals and other groups desirous of purchasing or providing the Goods and Services, and the Members are prohibited from just obtaining information on the registered Goods and Services directly from the provider thereof by any means, or contacting each other in relation to such Goods and Services, without using the Services. If a Member is found to engage in such act for whatever reason, the registration of the Member shall be cancelled immediately.
12.3 In the event that the Company determines that any act of a Member sending information to the Website breaches or is likely to breach these Terms of Use, the Company may change the content of the Services or suspend or discontinue the Services without giving prior notice to the Member and without obtaining prior approval of the Member. The Company shall not be responsible or liable for any loss or damage suffered by the Member resulting from such change, suspension or discontinuance.

Article 13 Content of the Services
13.1 The purpose of the Services is to promote smooth matching of businesses, by providing the Members with the opportunities to meet prospective business partners for selling, purchasing or using the Goods and Services. The Services may include the following services, which shall be more specifically determined by the Company:
(1) Services performed by the Company to provide the Exhibitors with the opportunities to register information of Goods and Services (hereinafter referred to as the “Goods and Services Information”) on the Website and enable such Exhibitors to search other Members desirous of business negotiation for such Goods and Services on the Website; and
(2) Services performed by the Company to provide the Members with the opportunities for business negotiations and information exchange among the Members.
13.2 The Company will not respond to inquiries or questions concerning the Goods and Services Information registered on the Website by the Exhibitors, nor will provide any intermediation with regard to the foregoing.
13.3 The Members shall use the Website at their own risk and on their own account after confirming the details of the Services presented on the Website.

Article 14 Use Fees
14.1 The fees for using the Services shall be as specified in the fee schedule separately provided by the Company.
14.2 The Members shall pay the fees for using the Services in any one of the following methods approved by the Company. If the Company designates or requests change of the payment method, the Member shall follow such designation or request.
(1) Credit card payment
(2) Automatic account-to-account transfer
(3) Cash payment
(4) Payment through PAYPAL

Article 15 Registration of Goods and Services Information
15.1 The Members may apply for the registration of the Goods and Services Information for Goods and Services which they desire to sell, purchase or use after the Member registration. In response to receipt of the applications for registration of the Goods and Services Information from the Members, the Company may revise or delete the registration of such the Goods and Services Information at its discretion.
15.2 The registered Goods and Services Information shall be continuously disclosed openly while the Member registering such information is effectively registered as a Member, but shall be automatically deleted upon termination or cancellation of registration of the Member.

Article 16 Ownership
16.1 Any and all title, ownership interest and Intellectual Property Rights in and to the Website and the Services shall vest in the Company. The license to use the Services by way of registration pursuant to these Terms of Use shall not be construed to grant any use of the Intellectual Property Rights of the Company in relation to the Website or the Services.
16.2 Any and all rights inherent to the Member including the Intellectual Property Rights related to the goods, services, information and other items created by the Member and transmitted by the Member to the Website for using the Services shall not transfer from the Member to the Company by virtue of the act of transmitting the same. The Member hereby grants to the Company the license to use the items transmitted by the Member only to the extent necessary for providing the Services.

Article 17 Disclaimer
17.1 The Services provide the opportunities to introduce the Exhibitors desirous of providing the Goods and Services to the Members desirous of purchasing or using the Goods and Services, and the Company does not provide any warranty that the Members will be able to purchase or use the Goods and Services which such Members desire, or that the transactions will be performed as decided by the terms and conditions for such transactions in terms of quality, quantity, price, delivery or performance due date and so forth.
17.2 The Services do not warrant that the Members are able to obtain any estimate or other information without fail.
17.3 The Company does not provide any warranty in relation to the Services the existence, the capacity of enjoyment of rights and the capacity or competence of any Exhibitor or that an Exhibitor is duly authorized to sell the applicable services (the Members shall conduct the due diligence or other research at their own risk and on their own account).
17.4 The Company does not provide any warranty beyond the terms and conditions provided herein even if the Member obtains certain information from the Company directly or indirectly.
17.5 The Members shall be responsible for investigating at their own cost whether the use of the Services complies with the applicable laws and regulations or the internal rules and regulations of the applicable industrial association. The Company does not provide any warranty that the use of the Services by a Member complies with the laws and regulations applicable to such Member or the internal rules and regulations of the applicable industrial association.
17.6 The Company shall not be involved in any actual negotiation, transaction, payment or other interaction between a Member and an Exhibitor in any manner, and shall not be responsible or liable for any loss, damage or expense suffered or incurred by the Member in relation to the Services (including, but not limited to loss or damage caused by an accident, criminal act, dispute or cancellation of contract resulting from or in relation to the purchase of specific Goods and Services through the Services) or any loss, damage or expense suffered or incurred by the Member in relation to the interruption, suspension, unavailability or change of the Services or to the deletion of Member information or the cancelation of Member registration by the Company pursuant to these Terms of Use. The term “loss, damage or expense” as used in this paragraph shall include not only the direct damage or normal damage but also any and all lost profit, loss of business opportunity, loss of data, interruption of business or other indirect, special, consequential or incidental damages.
17.7 There may be links from the Website to other websites, or there may be links provided by a third party from other website to the Website. However, the Company shall not be responsible or liable for any website other than the Website or any information available at such other website, for whatever reason.

Article 18 Confidentiality
18.1 The term “Confidential Information” as used in these Terms of Use means any information that either party provides or discloses to the other party in writing, orally or by means of magnetic recording medium or any and all technical, business, operational, financial or organizational information of either party known to the other in relation to the Services. Provided, however, that the foregoing shall not apply to any information that:
(1) is already in the public domain or in the possession of the receiving party at the time of provision or disclosure by the disclosing party;
(2) becomes a part of the public domain subsequently by way of publication or others through no fault of the receiving party after the provision or disclosure by the disclosing party or after the knowledge obtained by the receiving party;
(3) is obtained by the receiving party from a third party who is authorized to so provide or disclose, without any confidentiality obligation;
(4) is independently developed by the receiving party without reference to the Confidential Information; or
(5) is confirmed by the disclosing party in writing that it is no longer necessary to protect as the Confidential Information.
18.2 Both the Company and the Members shall use the Confidential Information solely for the purpose of the Services, and neither party shall provide, disclose or divulge any Confidential Information of the other party to a third party without obtaining prior written approval of the other party.
18.3 Notwithstanding the provision of Article 18.2, the Company may provide the Exhibitors with the information on the Members including the Confidential Information defined in Article 18.1, only to the extent necessary for the provision of the Services.
18.4 Notwithstanding the provision of Article 18.2, the Company and the Exhibitors may disclose the Confidential Information in response to a legally enforceable order, demand or request based on the laws and regulations or by a court or administrative organ, provided that it gives prompt notice to the other party to that effect in case of any such order, demand or request.
18.5 Whenever the Member reproduces or copies any document or magnetic recording medium describing or containing the Confidential Information, the Member shall obtain prior written approval of the Company, and the management of the reproductions and copies shall be strictly conducted.
18.6 The Members shall be required to return or destroy the Confidential Information and any document, magnetic record or other media describing or containing the Confidential Information, and any and all reproductions and copies of the foregoing by following the instructions of the Company without delay, whenever they are requested by the Company.
18.7 The Company shall handle the personal information of the Members pursuant to the Privacy Policy separately provided by the Company. If there is any inconsistency between the provisions of these Terms of Use and those of the Privacy Policy, the provisions of the Privacy Policy shall prevail.

Article 19 Effective Term
The agreement for the use of the Services between the Company and the Member under these Terms of Use shall continue to be effective as between the parties commencing on the day the registration of the Member is completed until the day the registration of the Member is cancelled or terminated.

Article 20 Copyrights, etc.
20.1 The Member shall not commit or engage in any act that infringes or is likely to infringe copyright or other right of a third party or violates or is likely to violate the laws and regulations.
20.2 If the Member violates these Terms of Use any problem arises as a result of such violation, the Member shall solve the problem at its own cost and on its own account, and shall indemnify and hold the Company harmless against any loss, damage or disadvantage caused by such problem.

Article 21 Prohibited Matters
The Members shall not engage in any of the following acts in the course of using the Services:
(1) An act of using, reproducing, distributing, transmitting, altering or otherwise disposing of any information made available for use by the Member through the Services, beyond the personal use thereof, without obtaining prior approval of the Company;
(2) An act of transmitting or writing any harmful computer programs;
(3) An act of using the membership number, account ID, password and so forth of other Member or Members in an unauthorized manner;
(4) An act of infringing copyright or other intellectual property right of any other Member or a third party or an act that is likely to cause such infringement;
(5) An act of slandering or calumniating any other Member or a third party, or the Company;
(6) An act of infringing proprietary rights or privacy of any other Member or a third party, or the Company;
(7) An act of publicly announcing any information that is contrary to facts or meaningless;
(8) An act of publicly announcing any information that offends against public order and decency;
(9) An act of attempting to gain profit in relation to the Services, except as otherwise approved by the Company specifically;
(10) An act of violating the laws and regulations or breaching the provisions of these Terms of Use;
(11) An act that is likely to fall under any of the foregoing acts; or
(12) Any other act that the Company deems inappropriate for the operation of the Services.

Article 22 Damages
22.1 The Company shall not be responsible or liable for any and all damages suffered by the Member resulting from the use of the Services.
22.2 In the event that the Member causes any loss or damage to the Company by committing any act in breach of these Terms of Use or other wrongdoing or illegal act, the Company may claim reasonable compensation for the damages against such Member.

Article 23 Revision/Discontinuance of the Services
23.1 The Company may revise the terms and conditions for the operation of the Services, the content of the Services or these Terms of Use without prior notice to the Members.
23.2 The Company may discontinue the Services for business, technical or other reasons.
23.3 In case of any revision or discontinuance pursuant to Article 23.1 or Article 23.2, the Company shall give prior notice to the Members.

Article 24 Temporary Interruption or Suspension of the Services
24.1 The Company may suspend or cause the Services to be interrupted temporarily in case of any of the following situations:
(1) The Company conducts maintenance checkups or repairs for the systems and equipment;
(2) A failure of system or equipment occurs due to fire, power failure or other reason;
(3) The Company is unable to provide the Services due to earthquake, volcanic eruption, flood, tsunami or other act of God, or war, rebellion, civil commotion, riot, labor dispute or other similar cause; or
(4) Otherwise it is necessary to suspend the Services temporarily for any unavoidable reason.
24.2 The Company shall not be responsible or liable for any loss, damage or disadvantage suffered by the Members as a result of temporary interruption or suspension of the Services.
24.3 The Company shall give prior notice to the Members by way of posting a notice on the Website or any other method whenever the Company plans to suspend or cause the Services to be interrupted temporarily. Provided, however, that the Company may suspend or cause the Services to be interrupted temporarily without prior notice to the Members in case of emergency.

Article 25 Option Agreement
25.1 A Member may receive the following services in relation to the Services only if the Member separately executes an option agreement with the Company for the following services on an individual basis:
(1) Translation services; Interpreter dispatching services
(2) Agency services for proceeding with the execution of contract
(3) Marketing support services
(4) Payment agency services
(5) Services for packing the goods
(6) Services for shipping the goods
(7) Temporary storage services of goods (in the site located in Japan or overseas)
(8) Agency services for procedures at the local immigration office
(9) Agency services for post-delivery claims and complaints
(10) Promotion support services
(11) Agency services for trademark search and registration procedures
(12) Other relevant services
25.2 When a Member desires to conclude an option agreement pursuant to Article 25.1, the Member shall be entitled to receive the option services in relation to the Services by applying for an option agreement which the Member desires to conclude with the Company and separately conclude an option agreement which the Member desires on an individual basis with the Company.

Article 26 Governing Law
The execution, validity and performance of these Terms of Use shall be governed by and construed in accordance with the laws of Japan.

Article 27 Jurisdiction
The Member and the Company agree to submit to the competent jurisdiction of the District Court having the jurisdiction over the place where the registered office of the Company is located in case of any dispute between the parties requiring litigation or mediation to solve the same.