MEMBERSHIP TERMS AND CONDITIONS OF SYNCPLUS.NET

CHAPTER 1 GENERAL PROVISIONS

1. Membership Terms and Conditions

1.1	These membership terms and conditions (the “Terms and Conditions”) apply to all matters relating the Service (as set forth in Article 4) provided by SyncPlus, Inc. (“SyncPlus”) by a member (as set forth in Article 8; the “Member”).
1.2	The notice given by SyncPlus to the Member as set forth in Article 3, the rules for the Service separately set forth by SyncPlus in the online notice or mailed materials, the notice of the terms of use as provided for in the “Terms of Use Agreement”, and any “Guidance”, “Instruction for Use,” or other such materials (collectively referred to as the “Terms of Use Agreements”) all constitute a part of the Terms and Conditions regardless of whatever they are called.
1.3	With respect to all matters relating to the Services (as set forth in Article 4) the Terms and Conditions will prevail if any contradictions arise between the provisions of the Terms and Conditions and the Terms of Use Agreements other than the Terms and Conditions.

2. Amendment of Terms and Conditions

2.1	SyncPlus may amend the Terms and Conditions without obtaining the Member’s approval, in which case the terms and conditions of the use of the Service (as set forth in Article 4) will be subject to the amended Terms and Conditions.
2.2	The amended Terms and Conditions become effective when the notice of amendment is posted online, unless otherwise expressly set forth by SyncPlus.

3. Notice from SyncPlus

3.1	SyncPlus shall from time to time notify the Member of necessary matters by the online notice or any other method SyncPlus deems appropriate.
3.2	The notice described in Article 3.1 becomes effective when SyncPlus posts the details of the notice online.

CHAPTER 2 SERVICE

4. Service

4.1	The services provided by SyncPlus to the Member (collectively, the “Service”) means the services listed below, which establish the connection for communication utilizing the software approved by SyncPlus between the Members or between the Member and another person who receives the service of a telecommunication carrier other than SyncPlus to perform the communication utilizing the software (such other persons individually, “Third Party Member”).
	(1)  issuance of ID; (2)  authentication of ID; (3)  routing for establishing a connection for interactive communication between the Members; and (4)  in the case of establishing a connection for interactive communication between the Member and the Third Party Member, routing for establishing a connection with the telecommunication carrier who provides the service to make available the communication utilizing the software approved by SyncPlus to the Third Party Member. (5)  advertising service
4.2	At any given time, the “Service” is the Service that can be provided by SyncPlus at that time.
4.3	The Service is provided subject to the existing Internet communication network. Therefore, SyncPlus does not provide the communication equipment, communication environment or software necessary to use the Service, or any other necessary equipment or telecommunication service incidental thereto. In addition, SyncPlus does not guarantee with respect to the Service that, if the Member communicates with the Third Party Member utilizing the software approved by SyncPlus, the Third Party Member will be in an environment where it can communicate with the Member utilizing the software, or that the Third Party Member is provided with the service necessary to make such communication.
4.4	In order to utilize the Service, the Member must use the software approved by SyncPlus that complies with the hardware requirements approved by SyncPlus. If the Member uses software other than the software approved by SyncPlus and consequently cannot receive the Service, SyncPlus will not be liable to the Member in any way. In addition, the provisions of the license and other agreements and the terms and conditions and other rules that are attached to or contained in the software apply to the use of the software by the Member.

5. Procedures

In utilizing the Service, the Member shall follow the procedures predetermined for each Service.

6. Change to the Service

SyncPlus may change the details and name of the Service without giving prior notice to the Member.

7. Limitation on Use

The Member acknowledges and understands that it might be subject to limitations such as unavailability of a certain Service depending on the channels or means of application for membership to the Service.

CHAPTER 3 MEMBERSHIP APPLICATION PROCEDURES

8. Member

8.1	The Member is any of the following persons or entities:
	(1)  a person who applies for membership to the Service to SyncPlus and whose application is approved by SyncPlus (the “Private Member”); or (2)  a corporation, organization, or other entity whose application is approved by SyncPlus by entering into an agreement with such corporation or other entity for the purpose of making available its employees to use the Service (the “Corporate Member”).
8.2	The Member will be deemed to have agreed to the Terms and Conditions and other Terms of Use Agreements when SyncPlus approves its application for membership to the Service.

9. Approval or Denial of Membership Application

9.1	SyncPlus shall receive the application for membership in a manner separately determined and approve the application after carrying out the necessary review and procedures.
9.2	SyncPlus might not approve the application for membership to the Service made by an applicant if, as a result of the review, any of the following facts are proved with respect to the applicant:
	(1)  The applicant does not exist; (2)  The applicant is suspended from membership due to its breach of the Terms and Conditions or other reasons at the time of the application, or has been subject to revocation of its membership or termination of the agreement due to its breach of the Terms and Conditions or other reasons in the past; (3)  The applicant made a false statement, error or omission in a declaration in the application; (4)  The applicant is in default at the time of its making the application, or has defaulted in the past, on payment of the fee for the Service; (5)  The credit card designated as the means of settlement in the application is treated as invalid by the credit-card company, or any advance-payment agent designated by SyncPlus rejects to enter into the advance-payment agreement with the applicant; (6)  The applicant who elects to make the fee or other payment by credit card is different from the holder of the card designated by the applicant; (7)  The applicant is a minor, a person under guardianship for a person of age, a person under curatorship, or a person under assistance, and the application procedures were not followed by the guardian for a person of age or the consent of the legal representative, curator or assistant was not obtained for the application. (8)  There is operational or technical trouble in SyncPlus’s business; or (9)  SyncPlus deems the applicant inappropriate.

CHAPTER 4 FEE FOR THE SERVICE

10. Service Fee

The fee for the Service (“Service Fee”), the calculation method thereof, and other such matters are as provided for in the Terms of Use Agreements or as otherwise set forth by SyncPlus.

11. Payment Method

The Member shall pay the Service Fee by any of the following methods that are approved by SyncPlus for that particular Member:

(1)  Payment by credit card issued by the credit card company approved by SyncPlus in accordance with the terms and conditions of the credit card company, provided that the name of the cardholder and the payer of the fee for the Service are the same; (2)  Payment by entering into an advance-payment agreement with an advance-payment agent designated by SyncPlus; or (3)  Payment by transferring SyncPlus’s bank account upon receipt of an invoice from SyncPlus. (4)  Payment in any other manner set forth by SyncPlus.

12. Payment

12.1	The Private Member shall pay its Service Fee for each period of three (3) months and the Corporate Member shall pay its Service Fee for each period of one (1) year (each such period, a “Period”) in one lump sum payment.
12.2	The Corporate Member shall pay the Service Fee in one lump sum payment within thirty (30) days after receipt of an invoice from SyncPlus.
12.3	The Private Member shall pay the Service Fee by the settlement method applicable to each Member subject to the payment terms otherwise set forth by the credit card company or advance-payment agent.
12.4	Any dispute arising between the Member and its credit card company or advance-payment agent with respect to the fee or other obligations must be settled between the parties involved, and SyncPlus is in no event be liable for any such dispute.
12.5	Articles 10, 11, and 12.1 to 12.4 will not apply to the Private Members who are permitted by SyncPlus to receive the Service at no charge (“Free Private Member”).

13. Default Interest

13.1

If the Member fails to pay the fee or any other obligations by the due date, the Member shall pay as a default interest an amount calculated at an annual rate of 14.5% of the unpaid amount, based on the number of days from the day immediately following the due date to the day immediately preceding the date on which it makes the payment, in a lump sum payment with the fee for the Service and other obligations, by the date and the method designated by SyncPlus.

13.2

The Member shall bear any transfer charges or other expenses necessary for the payment provided in Article 13.1.

CHAPTER 5 CHANGE TO THE MEMBER’S INFORMATION/ WITHDRAWAL PROCEDURES

14. Notice of Change

14.1	If there is a change in the Member’s address, the number or expiration date of the credit card, or any other matters notified to SyncPlus, the Member shall promptly notify SyncPlus of the change in the set forth manner. In addition, the Member may not change the name it notified SyncPlus of unless the change is something SyncPlus has approved of, such as a change of family name due to marriage.
14.2	SyncPlus is in no event liable for any disadvantages suffered by the Member due to the Member’s failure to give the notice provided in Article 14.1.

15. Temporary Withdrawal from Membership

The Member may not temporally withdraw from membership (including where the Member suspends the use of the Service and is released from its obligations under the Terms and Conditions). If the Member notifies SyncPlus of its intent to temporarily withdraw from membership, SyncPlus shall deem that Member to have withdrawn from membership.

16. Withdrawal from Membership

16.1	The Member who intends to withdraw from membership (which means terminating the agreement to use the Service; hereinafter the same applies), it shall notify SyncPlus of its intention to withdraw in a manner set forth by SyncPlus. SyncPlus will in no event reimburse the fee and other payments already received by it, if any.
16.2	Even if the Member withdraws from membership within the month it makes application for the Service, the fee for the Service for the following month paid to SyncPlus on or after the application date will not be reimbursed nor otherwise returned to the Member.
16.3	In the case of withdrawal under this Article, the Member shall pay the fee for the Service and other obligations accrued at the time of withdrawal in accordance with Chapter 4.
16.4	If the Member withdraws from membership during a Period for which the Service Fee has been already paid by the Member to SyncPlus, the Member may use the Service until the end of that Period.

CHAPTER 6 OBLIGATIONS OF THE MEMBER; PROHIBITED ACTS

17. Equipment

The Member shall arrange the communication equipment, communication environment or software necessary to utilize the Service, or any other necessary equipment incidental thereto at its own expense and liability, and make them available for the Service. In addition, the Member shall establish a connection to the Service via any telecommunication service at its own expense and liability.

18. Responsibility for Managing Personal Authentication Information

18.1	The Member is responsible for managing its ID, password or other personal authentication information (which means the information by which the authority to use the Service can be identified by combining ID, password, e-mail address or other data of the Member; hereinafter simply referred to as “PAI”).
18.2	If the Member forgets its PAI including the password set by it, the Member shall immediately notify SyncPlus of that fact and follow SyncPlus’s instruction.
18.3	The use of the Service or any acts associated with such use followed by personal authentication of the Member (which means confirmation of the authority to use the Service using PAI; hereinafter the same applies), are deemed to be committed by the Member regardless of whether such use or acts are committed by the Member or not.
18.4	SyncPlus makes no warranty as to the function and quality of the connection established using the Member’s PAI concurrently by the Member and another person or solely by another person.
18.5	SyncPlus is not liable for damage suffered by the Member due to the use by another person of its PAI regardless of whether such use resulted from the Member’s willful misconduct or negligence. The Member shall bear the fee for the Service or other obligations relating to the use of the Service followed by the use of its PAI (including the use by another person, which is deemed to be use by the Member under this Article).

19. Prohibition on Transfer

The membership is exclusive and personal to the Member and no person other than the Member may use the Service. The Member may not transfer or sell to a third party, or allow a third party to succeed to (including inheritance and other general succession), lend or license to a third party, or create a pledge or other security interest on its membership right (including a part of or shared interest in that right).

20. Principle of Self-responsibility

20.1	The Member is responsible and liable for the use of the Service and any acts committed by using the Service (including the use or acts by another person, which are deemed to be use or acts by the Member under the Terms and Conditions; hereinafter the same applies) and the consequences thereof.
20.2	The Member shall deal with and settle any inquiry, claim or other notice from another party (regardless of whether it is in Japan or overseas, and not limited to the Member; hereinafter the same applies) arising in connection with the use of the Service at its own expense and liability.
20.3	If the Member has any request, doubt or claim with respect to the act of another person, the Member shall directly notify that person thereof, and deal with and settle the consequences thereof at its own expense and liability.
20.4	If the Member causes any damage to SyncPlus or another person due to its use of the Service (including where another person or SyncPlus suffers damage due to the Member’s non-performance of obligations under the Terms and Conditions), the Member shall indemnify that other party or SyncPlus for that damage at its own expense and liability.

21. Prohibition on Use beyond Private Use

The Member may not itself, nor cause a third party to, reproduce (excluding reproduction for private use only), publish, distribute, transfer, lend, translate, publicly transmit (including broadcasting, wire broadcasting, and making transmittable), put on screen, perform, exhibit, or analyze by reverse-engineering or in any other way, any information obtained through the use of the Service nor carry out any other such acts, regardless of the method used.

22. Prohibition of Business Activities

22.1	The Member may not engage in business activities using the Service, use the Service for profits, or use the Service for the purpose of preparing for such activities (the “Business Activities”).
22.2	Notwithstanding the provision of Article 22.1 above, if SyncPlus gives a prior written approval, the Member may engage in the Business Activities within the scope of that approval.

23. Other Prohibited Acts

In addition to the prohibited acts separately set forth in the Terms and Conditions, in using the Service the Member shall not:

(1)  infringe the intellectual property right (such as copyright or trademark right), property, reputation, privacy, or right of publicity of SyncPlus or a third party, or transmit a harmful computer program to or make it receivable by a third party, or otherwise violate any legal rights and interests of SyncPlus or a third party; (2)  commit fraud, distribute or display obscene images, breach the Endless Money Chain (pyramid schemes) Prevention Law, breach the Law on Proscribing Stalking Behavior and Assisting Victims, or commit any other act that can lead to crime; (3)  breach the Public Offices Election Law or any other laws or regulations; (4)  falsify or delete information of SyncPlus or a third party accessible through the Service; (5)  use the Service by pretending to be a third party; (6)  transmit a harmful computer program to or make it receivable by another person; (7)  transmit e-mail for advertisement, promotion, solicitation or other purposes without permission or transmit harassing (or abusive) e-mail to another person, or interfere with another person’s receipt of e-mail, or request the forwarding of chain mail, or forward chain mail upon such a request; (8)  access without authorization the equipment of another person or the service equipment (which means telecommunication equipment, communication circuit, electronic computer, or other equipment and software that are prepared by SyncPlus to provide the Service; hereinafter the same applies) or cause trouble to the use or operation of such equipment; (9)  collect personal information of another person without that person’s consent or by fraudulent means; (10)  commit any acts other than any of the above Items that contravene the Terms and Conditions or public morals, interfere with the operation of the Service, injure the reputation of SyncPlus, violate the property of SyncPlus, or disadvantage a third party or SyncPlus, or that SymcPlus deems appropriate; or (11)  commit any acts in preparation for, that could lead to, or that will promote an act that falls under any of the Items above (including any such act committed by a third party).

CHAPTER 7 TEMPORARY SUSPENSION, CEASE OR TERMINATION OF THE SERVICE

24. Cease and Suspension of the Service with Prior Notice

24.1	SyncPlus may cease or temporarily suspend its provision of all or a part of the Service by giving a prior notice online or by e-mail to the Member..
24.2	Upon suspension of the Service, SyncPlus will be exempt from any claims for damages made by the Member or another person due to the cease or suspension, by following the procedures provided in Article 24.1.

25. Temporary Suspension of the Service due to Force Majeure or other such Event

25.1	SyncPlus may temporarily suspend the Service without giving prior notice to the Member if any of the following events occurs:
	(1)  SyncPlus carries out regular or emergency maintenance of the service or other equipment; (2)  SyncPlus cannot provide the Service due to fire, blackout or other such incident; (3)  SyncPlus cannot provide the Service due to earthquake, eruption, flood, tsunami or other natural disaster; (4)  SyncPlus cannot provide the Service due to war, commotion, riot, disturbance, labor disputes or other such event; (5)  SyncPlus otherwise deems temporary suspension of the Service necessary for operational or technical reasons.
25.2	SyncPlus is not liable for any damage suffered by the Member or another person resulting from delay or suspension of the provision of the Service due to any of the events provided in items in Article 25.1 or any other such reason.

26. Temporary Suspension of the Service by SyncPlus

26.1	SyncPlus may suspend the use of the ID granted to the Member or otherwise suspend the provision of the Service without obtaining the approval of the Member if any of the following events occurs:
	(1)  SyncPlus cannot communicate with the Member by telephone, facsimile, e-mail or other means: (2)  The mail dispatched to the Member is returned to SyncPlus; or (3)  SyncPlus deems it highly urgent for a reason other than those provided in Items (1) and (2).
26.2	SyncPlus is not responsible or liable for any damage suffered by the Member due to unavailability of the Service resulting from the actions taken by SyncPlus under Article 26.1.

27. Measures for Breach of the Terms and Conditions

27.1	If the Member delays or refuses payment of the fees for the Service or any other obligations, or breaches or threatens to breach the Terms and Conditions, or if SyncPlus deems the following necessary based on the fact that another person makes a claim against or request to SyncPlus in connection with the use of the Service by the Member or due to any other such reason, SyncPlus may take any of the following actions, or any combination thereof, against the Member:
	(1)  SyncPlus may demand that the Member pay the fees for the Service or other obligations, stop breaching the Terms and Conditions or the act that threatens to breach them, or give a response as to the truth of, or remedy, the fact asserted in the claim or request from the other person; (2)  SyncPlus may display online in an appropriate way the details of the claim or request from the other person, the location of the site on which those details are posted, or any other means to know those details, or enter consultation (including out-of-court dispute settlement procedures) with another person to settle the claim or request. (3)  If, despite the demand made in accordance with Item (1) above, the Member fails to meet the demand within a reasonable period of time, SyncPlus may temporarily suspend the use of its ID or revoke that Member’s membership (which means that SyncPlus terminates use of the Service by the Member; hereinafter the same applies); provided, however, that if SyncPlus determines that the act committed by the Member is highly illegal or flagrant or the act has no possibility of remedy despite the demand, SyncPlus may suspend the use of its ID or revoke the Member’s membership without giving notice or demand to the Member.
27.2	Article 27.1 does not exempt the Member from its responsibilities and duties under the principle of self-responsibility provided in Article 20.
27.3	The Member agrees that the provisions in Article 27.1 do not obligate SyncPlus to take the actions provided in that Article. In addition, if SyncPlus takes any of the actions provided in Article 27.1, the Member shall release SyncPlus from liability for the consequences arising from such actions.

28. Removal from Membership; Suspension of Membership by SyncPlus

28.1	In addition to the action provided in Item (3) of Article 27.1, SyncPlus may temporarily suspend the use of the Member’s ID or revoke the Member’s membership without giving prior notice or demand to the Member if any of the following applies with respect to the applicant:
	(1)  The applicant does not exist; (2)  The applicant is suspended from membership due to its breach of the Terms and Conditions or other reasons at the time of the application, or has been subject to revocation of its membership or termination of the agreement due to its breach of the Terms and Conditions or other reasons in the past; (3)  The applicant made a false statement, error or omission in a declaration in the application; (4)  The applicant is in default at the time of its making the application, or has defaulted in the past, on payment of the fee for the Service; (5)  The applicant is a minor, a person under guardianship for a person of age, a person under curatorship, or a person under assistance, and the application procedures were not followed by the guardian for a person of age or the consent of the legal representative, curator or assistant was not obtained for the application. (6)  The use of the credit card designated by the Member as the means of settlement in the application is suspended by the credit-card company, or any advance-payment agent; (7)  The applicant who elects to make the fee or other payment by credit card is different from the holder of the card designated by the applicant; (8)  A petition for bankruptcy is filed against the Member; or the Member is subject to a trial for commencement of guardianship for a person of age , commencement of curatorship, or commencement of assistance; or (9)  SyncPlus otherwise deems the applicant inappropriate as the Member.
28.2	SyncPlus is not liable for any damage suffered by the Member because the Member cannot use the Service due to any action taken by SyncPlus under Article 28.1.

29. Measures Taken after Revocation of Membership

29.1	All obligations of the Member who is subject to the revocation of membership under Article 27 or 28 above become immediately due and the Member shall pay all of its obligations owed to SyncPlus, such as the fee for the Service and any other obligations accrued at that time, in one lump sum payment.
29.2	If the Member has more than one ID and one of the IDs becomes subject to temporary suspension of use or revocation of membership in accordance with Article 27.1 (5) or 28.1, SyncPlus may suspend the use of any other IDs held by the Member or revoke the Member’s membership.
29.3	If the Member has its membership revoked, SyncPlus will not reimburse or otherwise return the fee for the Service or other obligations already received by SyncPlus.
29.4	If SyncPlus suffers any damage due to the occurrence of any event described in any Item in Article 23 or Article 28.1 with respect to the Member, SyncPlus will be entitled to claim damages against the Member whether or not it was subject to revocation of membership or temporary suspension of ID.

CHAPTER 8 LIMITATION OF DAMAGE

30. Exemption

30.1	SyncPlus will in no event compensate or indemnify the Member even if the Member cannot use the Service, or be responsible or liable for any damage incurred by the Member which is caused by the suspension or cease of the Service regardless of the reason for such suspension or cease. SyncPlus will not be responsible or liable for any disconnection between the Members or between the Members and a Third Party, or any trouble regarding the Member’s Internet connection.
30.2	SyncPlus is not liable for any information flow due to use of the Service. In addition, as the security system of the Service is subject to an inherent limitation, the Member who uses the Service shall, at its liability and expense, provide its own security. SyncPlus does not guarantee the security of the Service.
30.3	The Service is intended to be the Service described in Article 4 by which the connection for the interactive communication between the Members is established using the software approved by SyncPlus. Therefore, SyncPlus will make no warranty as to the operation of the software approved by SyncPlus in relation to the Service.
30.4	SyncPlus is not responsible for the completeness, accuracy, applicability, usefulness or other availability of the data provided by SyncPlus or other data registered by any other person.
30.5	Exceptset forth in next subsection, SyncPlus is not responsible for, nor be obligated to compensate for, any damage suffered by the Member due to the use of the Service (including damage resulting from trouble with another person) or any damage suffered by the Member or another person due to unavailability of the Service in addition to the cases provided in Article 24, Article 25, Article 26, Article 27 and Article 28.
30.6	Notwithstanding Article 30.5 above, if the Member suffers any damage in connection with SyncPlus’s provision of the Service due to any reason attributable to SyncPlus, SyncPlus will reimburse Service Fee which was actually paid such Member and which corresponds to the Period when such damage occurs; provided, however, that SyncPlus will not compensate or indemnify any damage incurred by the Free Private Member.

31. Personal Information

31.1

SyncPlus shall properly handle the personal information of the Member (“Personal Information”) in accordance with the Privacy Policy separately set forth ([insert URL]).

31.2

If the Member discloses its Personal Information, it will be liable for the consequences resulting from such disclosure and shall comply with Article 20. In addition, if the Personal Information is used or disclosed within the scope of and under the conditions of the purposes provided in the Terms and Conditions or the Privacy Policy, or the Member otherwise suffers damage due to the use or disclosure of the Personal Information, Article 31 will apply.

32. Confidentiality of Communications

32.1	SyncPlus shall protect the confidentiality of communications pursuant to Article 4 of the Telecommunication Business Law.
32.2	If the communications are disclosed due to an order or other determination of a court, if the requirements of the disclosure request under Article 4 (Request for Disclosure of Sender Information) of the Law Concerning the Limitation on Liability for Damages by the Designated Telecommunications Service Providers and the Disclosure of Sender Information are satisfied, or if SyncPlus is otherwise obligated to disclose the Personal Information in accordance with the law or regulation, SyncPlus will not be bound by the confidentiality obligation under Article 32.1 to the extent provided in the disposition or order.
32.3	If SyncPlus deems disclosure necessary for identifying, paying and collecting the Member’s rights and obligations relating to the use of the Service, SyncPlus may disclose the communications to the financial institutions (such as a credit card company) or suppliers or customers to the extent necessary and, only in such case, SyncPlus will not be bound by the confidentiality obligation under Article 32.1.
32.4	SyncPlus may compile and analyze records of the Member’s use of the Service, prepare statistical materials, and use and process such materials for the purpose of conducting its business, such as for developing new services. In addition, SyncPlus may provide such statistical materials to its business partners or other affiliated parties.

CHAPTER 9 MISCELLANEOUS

33. Validity

If any provision of the Terms and Conditions becomes invalid, illegal, or unenforceable, the validity, legality and enforceability of all other provisions will in no way be prejudiced or affected. If any provision of the Terms and Conditions is held invalid by a court of competent jurisdiction due to violation of the law, that provision must be enforced to the fullest extent permitted by applicable law and the remainder of the Terms and Conditions will continue to be valid.

34. Exclusive Jurisdiction

The Tokyo District Court has the exclusive jurisdiction as the court of first instance with respect to any lawsuit that may be required between the Member and SyncPlus.

35. Governing Law

The Terms and Conditions are governed by the laws of Japan.