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Terms of Services

These Terms of Service provide for the conditions for using BIZIT M&A (the “System”), which is a system to efficiently purchase and sell business assets (as specified in Article 2 of these Terms of Services), provided by Tryfunds inc. ( “Our Company”). Each and every user of the System (a “Member”) shall, prior to using the System, read carefully these Terms of Service and the privacy policy (the “Privacy Policy”) as separately provided for by Our Company, and if a Member uses the System, such Member shall be deemed to have accepted all the contents of these Terms of Service. If a Member does not accept these Terms of Service, such Member may not use the System and in such case, please immediately discontinue using the System. In addition, these Terms of Service shall apply not only to the Members but also to the Member Applicants (as defined in Article 3 of these Terms of Service) and a Member Applicant shall be deemed to have accepted all the contents of these Terms of Service upon applying for membership registration.

Article 1. (Scope of Terms of Service)

  1. These Terms of Service apply to the browsing of Our Company’s website (the “Company Website”), the use of applications provided by Our Company, and Our Company’s information provision to the Members through Email or other means as well as the use of the System in general.
  2. If there is an individual agreement (the “Individual Agreement”) between Our Company and each Member other than these Terms of Service, the provisions of such Individual Agreement shall supersede these Terms of Service.

Article 2. (Contents of the System)

  1. The System provides the services such as posting of summaries of business assets, acquisition of various documents and information necessary to sell or purchase business assets, and communication with the counterparties to sale or purchase of business assets so that sales and purchases of business assets are made smoothly. In order to use the System, you shall be registered as a member pursuant to Article 3 of these Terms of Service, and pay the service fees for the System through a payment method separately specified by Our Company pursuant to Article 6 of these Terms of Service. The business assets that may be posted on the System are as follows:
    1. A company or a business (merger, company split, business transfer and share transfer)
  2. Sales and purchases of business assets shall be made directly among the Members under their agreements, and Our Company shall not be a party to such agreements and shall have no responsibility for the terms and conditions of such sales and purchases of business assets.
  3. Upon completion of the sale and purchase of business assets, a Member shall notify the sales amount to Our Company.
  4. A Member aiming to sell business assets shall not, after the Member aiming to purchase the business assets makes an oath concerning confidentiality obligations pursuant to Article 8 of these Terms of Service, conduct, outside the System, any activities for selling the business assets covered by such oath, and if such Member has posted the business assets on another company’s website, such posting shall immediately be discontinued.

Article 3. (Membership Registration)

  1. Any person who desires to use the System for selling or purchasing business assets (a “Member Applicant”, who shall become a Member of the System upon completing membership registration under this Article) is required to apply for membership registration by entering necessary information, through a method specified by Our Company, on the Company Website for the System.
  2. Persons eligible to become a Member of the System are: holders of business assets; persons who desire to purchase business assets; and persons who intermediate sales and purchases of business assets (who shall be persons duly qualified to intermediate sales and purchases of business assets, such as financial instruments exchange business entities, and such a person shall be hereinafter referred to as an “Intermediary”), and if such a person is a company, a partnership, an administrative agency or other entity, other than a natural person (a “Legal Entity”), such Legal Entity’s officers, employees, shareholders or equity holders who have obtained the consent of the said Legal Entity may also become Members for and on behalf of such Legal Entity.
  3. In applying for membership registration, a Member Applicant shall confirm and agree to each of the following items:
    1. The Member shall at its own cost and responsibility construct a communication environment under which it may use the System;
    2. The Member shall pay the service fee for the System through a payment method separately specified by Our Company pursuant to Article 6 of these Terms of Service;
    3. If the Member Applicant (or, if the Member Applicant is an officer or employee of a Legal Entity that desires to sell business assets, or is an Intermediary or an officer or employee of an Intermediary, then the Legal Entity to which the Member Applicant belongs or the person who entrusts the Member Applicant (including an Intermediary to which the Member Applicant belongs) with intermediating the sale) aims to sell its business assets, such Member Applicant shall legally own the business assets posted on the System;
    4. The Member shall be fully responsible for sales and purchases of business assets by the Member, and if the Member Applicant is an officer or employee of a Legal Entity, such Member Applicant shall have the Legal Entity to which he/she belongs be also fully responsible for sales and purchases of business assets by such Legal Entity as well;
    5. The Member shall conduct at its own responsibility any and all negotiations with the Members, and Our Company shall have no responsibility for any disputes among the Member and the other Members including those concerning the contents of the business assets;
    6. Our Company shall have no responsibility for the information concerning the business assets posted on the System;
    7. If the Member Applicant is an officer or employee of a Legal Entity, then such Legal Entity shall have consented thereto;
    8. If the Member is a natural person, or if the Member is an officer or employee of a Legal Entity and is a Company Manager as defined in Paragraph 7 of this Article, then such Member shall be fully responsible for his/her own registered information or the registered information of the Legal Entity to which he/she belongs;
    9. If the Member is a natural person, or if the Member is an officer or employee of a Legal Entity and is a Deal Manager as defined in Article 4, Paragraph 5 of these Terms of Service, then such Member shall be fully responsible for the business assets information posted on the System by such Member;
    10. If the Member is a Company Manager, and such Member is subject to an order of temporary suspension from use of the System or cancellation of membership registration pursuant to Paragraph 10 of this Article or to Article 12 of these Terms of Service, or withdraws his/her membership pursuant to Article 13 of these Terms of Service, then the other Members who belong to the Legal Entity to which such Member belongs may not use the System with respect to the business assets which are posted on the System by such Member, or which are under negotiation of sales, until the Company Manager is replaced by another Member pursuant to Paragraph 3 of Article 5 of these Terms of Service;
    11. If the Member Applicant is an Intermediary (including an officer or employee of an Intermediary; the same shall apply hereinafter in this Paragraph), such Member Applicant shall be duly qualified to intermediate sales and purchases of business assets posted on the System;
    12. If the Member Applicant is an officer or employee of a Legal Entity, Our Company shall have no responsibility for disputes between such Member Applicant and the Legal Entity to which such Member Applicant belongs;
    13. If the Member Applicant is an Intermediary, Our Company shall have no responsibility for disputes between such Member Applicant and the person who has entrusted such Member Applicant with intermediating sales and purchases of business assets;
    14. If the Member Applicant is an Intermediary, the person who has entrusted such Member Applicant with intermediating sales and purchases of business assets shall have consented to the use of the System;
    15. As for any inquiries with respect to the business assets posted on the System, Our Company shall not owe an obligation to respond to such inquiries or any other obligation;
    16. Neither false statements nor information prohibited from disclosure due to confidentiality or any other obligations shall be posted on the System;
    17. After a Member aiming to purchase business assets makes an oath concerning confidentiality obligations pursuant to Article 8 of these Terms of Service, no activities for selling the business assets covered by such oath shall be conducted outside the System, and if such business assets are posted on another company’s website, such posting shall immediately be discontinued;
    18. The offered sales amounts for the business assets posted on the System may be different from the offered sales amounts posted on a website that is operated by a third party other than the System;
    19. Our Company shall not guarantee that Emails to be sent to the Members by Our Company do not include a computer virus or any other harmful item;
    20. If a Member is subject to an order of temporary suspension from use of the System or cancellation of membership registration pursuant to Paragraph 10 of this Article or to Article 12 of these Terms of Service, or withdraws its membership pursuant to Article 13 of these Terms of Service, any outstanding posting for sale of business assets on the System shall be cancelled and the Member may not use the System even if the Member is in negotiation with another Member aiming to purchase such business assets;
    21. If a Member is subject to an order of temporary suspension from use of the System or cancellation of membership registration pursuant to Paragraph 10 of this Article or Article 12 of these Terms of Service, or withdraws its membership pursuant to Article 13 of these Terms of Service, such Member will no longer have access to any and all information on the Members page on the System;
    22. To ensure or maintain the order in the use of the System, Our Company may confirm or record the contents of the business assets posted on the System or the contents of the negotiations among the Members and any other information necessary therefor;
    23. To calculate the service fees, Our Company may confirm the sales amount of the business assets;
    24. Our Company may, upon a Member’s request, notify by Emails, or make advertisements, etc., with respect to the summary of the business assets posted on the System;
    25. To improve the quality of the customer support’s responses, Our Company may record, voice-record and keep the contents of the inquiries made to Our Company, etc.;
    26. The Member shall confirm and consent to these Terms of Service and the Privacy Policy;
    27. Any and all documents submitted to Our Company shall be true originals or true and accurate copies thereof, and any and all information to be submitted to Our Company shall be true and accurate;
    28. Information registered on the System, including the name, etc. of the Member and the name and the outline of the Company to which the Member belongs, will be disclosed on the System corresponding to the extent of disclosure pre-chosen by the Member;
    29. If the Member is an officer or employee of a Legal Entity, and the Member resigns from such Legal Entity, and, if such Legal Entity requests Our Company to cancel the membership registration of the Member, then Our Company may cancel the membership registration of the Member pursuant to Article 12 of these Terms of Service;
    30. If the Member Applicant or the holder of business assets posted on the System is a US citizen or a US resident, such Member Applicant shall be duly qualified for doing business as a business broker or a securities broker or other title similar thereto in the United States;
    31. The Member Applicant, the Legal Entity to which the Member Applicant belongs, and the officers, employees, shareholders and equityholders of the Member Applicant (if it is a Legal Entity) and the Legal Entity to which the Member Applicant belongs shall not be an organized crime group (boryokudan), organized crime group member (boryokudanin), a quasi-member of an organized crime group (boryokudan junkouseiin), company related to organized crime group/organization (boryokudan kankeikigyou/dantai), corporate racketeers (sokaiya), a criminal operating under the pretext of conducting social campaign/political activity (shakaiundou/seijikatsudou hyoubou-goro), a crime syndicate with special intelligence (tokushu chinou bouryoku shuudan) or other anti-social forces;
    32. The Member Applicant shall not conduct or have the Legal Entity to which the Member Applicant belongs or the persons who entrust the Member Applicant (including an Intermediary to which the Member Applicant belongs) with intermediating the sales and purchases conduct the prohibited matters as provided in Article 11 of the Terms of Service;
    33. If the Member Applicant is a minor, a legal representative such as a person who has parental authority has consented thereto; and
    34. The Member Applicant shall be liable for compensating for any and all damage (including those suffered by Our Company) incurred by breaches of the Terms of Service by the Member Applicant.
  4. When applying for a membership registration, a Member Applicant shall, upon Our Company’s request, submit or present to Our Company the identification documents separately designated by Our Company through a method separately designated by Our Company.
  5. In addition to the preceding Paragraph, if a Member Applicant is an officer or employee of a Legal Entity which holds business assets posted on the System or an officer or employee of an Intermediary, the Member Applicant shall submit or present, upon Our Company’s request and through a method separately designated by Our Company, the identification documents concerning the holder of such business assets or the Intermediary separately designated by Our Company, and the written consent of the holders of business assets posted on the System or the Intermediary.
  6. In addition to the preceding two Paragraphs, if a Member Applicant is an Intermediary (including an officer or employee of an Intermediary), the Member Applicant shall, upon Our Company’s request, submit or present the documents evidencing the holding of the qualification necessary for intermediating sales and purchases of business assets through a method separately designated by Our Company.
  7. If a Member Applicant is an officer or employee of a Legal Entity, and there is no officer or employee of such Legal Entity who is a Member of the System at the time of the application for a membership registration by such Member Applicant, such Member Applicant shall become a responsible person (a “Company Manager”) for the registered information of such Legal Entity upon the completion of a membership registration under Paragraph 9 of this Article.
  8. If a Member Applicant is a minor, the application for a membership registration shall be made with the consent of his/her legal representative, and, upon the application for a membership registration under this Article, the legal representative’s written consent thereto shall be submitted or presented to Our Company, upon Our Company’s request, through a method separately designated by Our Company.
  9. A membership registration shall be deemed completed upon Our Company’s sending a notice of completion by Email to the Member Applicant.
  10. If any of the following events occurs, Our Company may reject the application for membership registration by a Member Applicant, and even if membership registration has been completed with respect to a Member, Our Company may terminate such membership registration:
    1. If the Member Applicant (including a Legal Entity to which the Member Applicant belongs if the Member Applicant is an officer or employee of such Legal Entity; the same shall apply hereinafter in this Paragraph) does not actually exist;
    2. If the Member Applicant makes a false statement, or there are errors or omissions in its statement upon the membership registration;
    3. If the registration of the Member Applicant has been terminated by Our Company in the past;
    4. There is a dispute pending between the Member Applicant and Our Company;
    5. If Our Company determines that the Member Applicant in financial difficulties and the sale of the business asset may be denied;
    6. If the bank account, credit card or other payment service specified by the Member Applicant does not exist or the use thereof is suspended.
    7. If the Member Applicant has failed to pay any amount in the past;
    8. If the Member Applicant is an officer or employee of a Legal Entity and the consent of such Legal Entity has not been obtained;
    9. If the Member Applicant is an Intermediary (including an officer or employee of an Intermediary; the same shall apply hereinafter in this Paragraph), the person who desires to sell or purchase business assets has not consented to the use of the System;
    10. If the Member Applicant is an Intermediary and does not have a qualification appropriate to intermediate the sales or purchases of the business assets posted on the System;
    11. If the Member Applicant is a minor, an adult ward (seinen hi koukennin), a person under curatorship (hi hosanin) or a person under assistance (hi hojonin) and upon applying for a membership registration, the consent of the custodian, legal guardian, etc. has not been obtained;
    12. If Our Company is not able to confirm the holder of the business assets posted on the System;
    13. If Our Company determines that the holding or sale of the business assets posted on the System does or may violate any laws and regulations or public policy;
    14. If the Member Applicant or the holder of the business assets posted on the System is a US citizen or a resident of the United States and such Member Applicant is not qualified as a business broker or securities broker in the United States;
    15. If Our Company determines, or recognizes the possibility, that the Member Applicant or (if the Member Applicant is a Legal Entity) its officer or employee, shareholder or equity holder is an organized crime group (boryokudan), an organized crime group member (boryokudan in), a quasi-member of an organized crime group (boryokudan junkouseiin), a company related to an organized crime group/organization (boryokudan kanren kigyou), corporate racketeers (sokaiya), a criminal operator in the name of social activity/political activity (shakaiundou/seijikatsudou hyoubou-goro), a crime syndicate with special intelligence (tokushu chinou boryoku shudan) or other anti-social forces;
    16. If the Member Applicant files, or if any third party files with respect to the Member Applicant, for the commencement of a proceeding for an attachment, provisional attachment, provisional injunction, public auction, bankruptcy, civil rehabilitation, special liquidation or corporate reorganization, or if the Member Applicant is subject to a delinquent tax collection procedure;
    17. If the Member Applicant is subject to a penalty due to dishonoring promissory notes or checks, or it is insolvent; or
    18. If Our Company otherwise determines that the Member Applicant is not appropriate to be a Member of the System.
  11. A Member Applicant may use the System as a Member from the date (the membership registration date) on which the Member Applicant receives the notice of completion by Email as provided for in Paragraph 9 of this Article.
  12. Email address and password used for a membership registration and other information necessary for the login or the application for requesting the posting of business assets or the purchase thereof (the “Passwords and Other Information”) shall be safely kept by Members. If the Passwords and Other Information entered upon login are identical with the registered Passwords and Other Information, then Our Company may consider that the login to the System and the application for requesting the posting or purchase of business assets and any other activities made through the System are conducted by the Member itself.
  13. A Member shall change its password periodically on the Company Website. In addition, a Member shall logout whenever the Member completes its browsing of the Company Website after its login.
  14. A Member shall not allow any third party to use or share the Passwords and Other Information, and a Member shall not transfer, lease or otherwise permit to have an interest in the Passwords and Other Information to any third party.
  15. If a Member forgets its Passwords and Other Information or suspects an improper use thereof by a third party, then the Member shall promptly notify thereof to Our Company and follow Our Company’s instructions. In addition, the Member shall be liable for compensating for any and all damage suffered by Our Company due to the delay of such notice, etc.

Article 4. (Posting of Business Assets)

  1. When posting business assets on the System, a Member shall obtain Our Company’s consent thereto by entering a summary of the business assets that the Member desires to post, through a method designated by Our Company, into the deal registration page on the System.
  2. If a Member is an Intermediary (including an officer or employee of an Intermediary), the Member shall, upon Our Company’s request, submit or present the identification documents separately designated by Our Company regarding the holder of such business assets and the written consent of the holder of the business assets to be posted on the System, through a method separately designated by Our Company, upon registration of the deal to be made under the preceding Paragraph.
  3. Our Company’s consent under Paragraph 1 of this Article shall be given by a notice of consent via an Email from Our Company, and the Member may post the consented business assets on the System from the day on which such notice of consent is sent by Email from Our Company.
  4. If a Member is an Intermediary (including an officer or employee of an Intermediary) and is going to request the disclosure of the detailed information of the business assets posted on the System, then the Member shall, upon Our Company’s request, submit or present the identification documents separately designated by Our Company in respect of the person who entrusted such Member with intermediating the sales and purchases thereof and the written consent of such person, through a method separately designated by Our Company.
  5. If a Member who is an officer or employee of a Legal Entity registers a deal pursuant to this Article, such Member shall become a responsible person for management of the deal (a “Deal Manager”).
  6. Even if a Member submits or presents the written consent of the holder of the business assets or the person who entrusted such Member with intermediating sales and purchases pursuant to Paragraph 2 or Paragraph 4 of this Article, the Member shall not be discharged from any obligations as a Member under these Terms of Service and shall bear any and all liabilities jointly and severally with the holder of such business assets or the person who entrusted the Member with intermediating sales and purchases.

Article 5. (Amendment, etc. to Registered Information/Business Assets Information/Company Manager/Deal Manager)

  1. If a Member’s own registered information is changed (including in cases where the identification documents submitted to Our Company are amended or updated), then the Member shall implement the procedures for amending the registered information, without delay, through a method specified by Our Company, and shall submit the amended or updated identification documents through a method separately designated by Our Company.
  2. If a Member is a Company Manager and if the registered information of the Legal Entity to which the Member belongs is changed (including in cases where the identification documents submitted to Our Company are amended or updated), then the Member shall implement the procedures for amending the registered information, without delay, through the method specified by Our Company and shall submit the amended and updated identification documents through a method separately designated by Our Company.
  3. If the business assets information posted on the System is changed, then the Member who is the relevant Deal Manager shall amend the business assets information, without delay, through a method specified by Our Company.
  4. A Member who is a Company Manager for the Legal Entity to which the Member belongs may, through a method designated by Our Company, transfer his/her status as the Company Manager to another Member who is an officer or employee of the Legal Entity, as a substitute for the Member himself/herself or add such other Member as an additional Company Manager, subject to the consent of such other Member.
  5. A Member who is a Deal Manager may, through a method designated by Our Company, transfer his/her status as the Deal Manager of the deal, etc. for which he/she is the Deal Manager, to another Member who is an officer or employee of the Legal Entity to which he/she belongs, as a substitute for himself/herself or add such other Member as an additional Deal Manager, subject to the consent of such other Member.
  6. If a Member delays implementing amendment procedures pursuant to this Article and as a result it interferes the Member’s use of the System or cause the Member to suffer any damage, etc. therefrom, Our Company shall not be responsible therefor.

Article 6. (Service Fees)

  1. In consideration for the use of the System, a Member shall pay the amount of the service fees separately specified by Our Company added by consumption taxes in a method designated by Our Company. If the Legal Entity to which a Member belongs submits a written consent to Our Company pursuant to Article 3, the Member may have the Legal Entity pay the consideration for the use of the System.
  2. If a Member fails to pay the service fees pursuant to the preceding Article, the Member shall pay Our Company the delinquent charges at a rate of 14.6% per annum from the date following the payment date to the date of full repayment thereof in a method designated by Our Company.

Article 7. (Availability Period of the System)

  1. A Member may use the System during the period from the date of commencement of use of the System until the Withdrawal Date (as defined in Article 13 of these Terms of Service).

Article 8. (Confidentiality Obligations)

  1. If a Member requests the disclosure of the detailed information of the business assets posted on the System, the Member shall make an oath concerning confidentiality obligations in substance designated by Our Company to the Member that posted such business assets (including, if the Member is an officer or employee of a Legal Entity, such Legal Entity or, if the Member is an Intermediary (including an officer or employee of an Intermediary; the same shall hereinafter apply in these Terms of Service), the holder of such business assets) and Our Company, through a method separately designated by Our Company.
  2. If a Member who posted business assets on the System discloses the detailed information of such business assets to another Member by inviting such other Member through the System, such invited Member shall not be required to make an oath concerning confidentiality obligations.
  3. Notwithstanding the oath set forth in Paragraph 1 of this Article, a Member shall use any and all information obtained through the use of the System only for considering and negotiating the sales and purchases of the business assets posted on the System and shall not disclose any such information to any third party unless it obtains the consent of the counterparty for the negotiation of the sales and purchases of such business assets. A Member shall have the Legal Entity to which the Member belongs, another Member to which such Member disclosed the information of business assets by inviting such other Member through the System, or the person who entrusted the Member (including the Intermediary to which the Member belongs) with intermediating the sales and purchases, comply with the confidentiality obligations under this Paragraph, and if any of the foregoing violates this Paragraph, then the Member shall be fully responsible for such violation as if it were a violation by the Member itself.

Article 9. (Payment Method of Sale and Purchase Price)

  1. Upon completion of the sales and purchases of the business assets between the Members, the Member who purchases the business assets (or, if the Member is an officer or employee of a Legal Entity, an Intermediary, an officer or employee of an Intermediary, the actual purchaser of the business assets) shall directly pay the sale and purchase price of such business assets to the Member who sells the business assets (or, if the Member is an officer or employee of a Legal Entity, an Intermediary or an officer or employee of an Intermediary, the actual seller of the business assets). Our Company shall not be involved in any payment of the sale and purchase price, shall not compensate for any payment of the sale and purchase price, and shall not bear any responsibility therefor.

Article 10. (Suspension of Posting of Business Assets)

  1. A Member may suspend posting of business assets at any time; provided, however, that if the Member is under negotiation with any other Member regarding the business assets relevant to such suspension of posting, then the Member shall at its responsibility discuss with such other Member, and Our Company shall not be involved in such discussion and shall not bear any responsibility therefor.
  2. If Our Company determines that any of the events specified in Article 3, Paragraph 10 or Article 11 of these Terms of Service occurs, then Our Company may, in its own discretion, suspend the posting of the business assets and shall not bear any responsibility to the Members for such suspension of the posting of the business assets.
  3. Even if Our Company suspends the posting of the business assets pursuant to the preceding Paragraph, Our Company shall not refund to the Member the service fees already paid by the Member for the posting of such business assets.

Article 11. (Prohibited Activities)

  1. In using the System, a Member shall not perform, or have the Legal Entity to which the Member belongs or the person who entrusted the Member (including the Intermediary to which the Member belongs) with intermediating sales and purchases perform any of the activities prescribed below:
    1. To transfer, allow the usage of, purchase or sell, change the ownership of, create a pledge on, or grant a security interest on, the right to use the System to third parties;
    2. To transfer, lease or otherwise permit have an interest in the Passwords and Other Information to third parties, or allow third parties to use or share the Passwords and Other Information with third parties;
    3. To infringe the business, honor, credit, copyright, patent right, utility model right, design right, trademark right, portrait right or privacy of Our Company, other Members (including the Legal Entity to which the Member belongs or the person who entrusted the Member (including the Intermediary to which the Member belongs) with intermediating sales and purchases; the same shall apply hereinafter in this Paragraph) or any other third parties;
    4. To conduct activities illegal or against public policy;
    5. To interfere with the operation of the System;
    6. To solicit or encourage other Members, employees of Our Company or other third parties to conduct illegal activities;
    7. To conduct activities that have other Members, employees of Our Company or other third parties suffer economic or mental damage or losses;
    8. To conduct criminal activities or activities leading to criminal activities;
    9. To conduct harassment of other Members, misconduct or any other activities which interfere with the sales and purchases of business assets;
    10. To look into any information related to the privacy or trade secrets of other Members, employees of Our Company or other third parties which is not disclosed on the Company Website;
    11. To solicit other Members, employees of Our Company or other third parties to join a religious group, political organization, multilevel marketing system, etc., or to conduct election campaign activities;
    12. For a Member itself or through its agent to seek personal contact with other Members, employees of Our Company or other third parties, whether online or offline, without using the System (including transmission and receipt of Emails), or to force them to have a meeting without using the System, without prior consent of Our Company;
    13. To solicit other Members, employees of Our Company or other third parties to work at a service or enterprise which may compete with Our Company;
    14. To solicit other Members, third parties or Our Company to obtain personal benefits, or to conduct activities which may harm their rights or credit;
    15. To set the desired sales amount of the business assets to be posted on the System at a sales amount higher than that posted on the website of other companies;
    16. If and after a Member who desires to purchase business assets makes an oath concerning confidentiality obligations to the Member who desires to sell the relevant business assets pursuant to Article 8 of these Terms of Service, to conduct any activities for selling the business assets covered by such oath other than through the System (including continuing to have the relevant business assets posted on the website of other companies);
    17. To post on the System any business assets the holding or sale of which violates the laws and regulations or is against public policy;
    18. To post on the System any false statements or information prohibited from being disclosed due to confidentiality obligations or other reasons;
    19. If a Member is an Intermediary (including an officer or employee of an Intermediary), to post business assets on the System without obtaining the consent of the holder of such business assets, or to continue the posting of business assets despite receiving a request for the suspension or cancellation of the posting of such business assets from the holder of such business assets;
    20. To use a security vulnerability or a bug, make an illegally access, make an artificially heavily loaded access, falsify or delete information in the System and/or on the Company Website, or to make an unauthorized access to another company’s facilities, or the System or the facilities of the Company Website, or any activity which interferes with the use or operation of such facility;
    21. To send, or enable third parties to receive, a computer virus or any other unjust programs;
    22. To make posts that do or may slander other Members, third parties or the business assets posted on the System without any justifiable reasons;
    23. To make posts, etc. that are false, untrue or do not have concrete factual backgrounds;
    24. To conduct activities that are, or may be, in violation of any laws or regulations;
    25. To make a statement offensive to or threatening Our Company’s customer support personnel, or to hinder the process of our customer support activities;
    26. To offer any services based on all or part of the System;
    27. In applying for the membership registration, to falsify its personal history, or to register any information false or not based on factual backgrounds;
    28. To use one account by multiple people;
    29. To post on the System information concerning personal privacy of a natural person who is a third party (any or all information of personal name, company name, office title, address, telephone number, Email address, room number or any other information which may specify or identify an individual; the same shall apply hereinafter);
    30. To use information concerning personal privacy of a natural person who is a third party that is known to the Member based on the use of the System, or provide such information to another third party, without obtaining the consent of such natural person;
    31. To post on the System any business assets other than the business assets posting of which is approved by Our Company;
    32. To give or receive any money other than the sales and purchases amount which is noticed to Our Company in accordance with Article 2, Paragraph 3 of these Terms of Service; and
    33. To conduct any other activities that Our Company determines inappropriate.
  2. If Our Company or any third party suffers any damage arising from any activity which is in violation of the preceding Paragraph, the Member shall, even after cancellation of its membership registration or its withdrawal from this System, assume all legal responsibilities and have Our Company exempted from bearing any such responsibilities.

Article 12 (Disciplinary Action)

  1. If any of the following events occurs, Our Company may, without giving any advance notice, temporarily suspend the Member’s use of the System or cancel the registration of the Member, and Our Company shall not bear any responsibility to the Member for taking such actions:
    1. If any of the events set forth in Article 3, Paragraph 10 of these Terms of Service occurs;
    2. If the Member (when the Member is an officer or employee of a Legal Entity or is an Intermediary (including the Intermediary to which the Member belongs; the same shall apply hereinafter in this Paragraph), including such Legal Entity and the persons who entrusted such Intermediary with intermediating the sales and purchases; the same shall apply hereinafter in this Paragraph) conducts any of the prohibited acts set forth in Article 11 of these Terms of Service;
    3. If the Member violates any of the provisions of these Terms of Service;
    4. If the Member (provided, however, that with respect to the purchase price, when the Member is an officer or employee of a Legal Entity or is an Intermediary, the actual holder or purchaser of the business asset) delays or fails to make payment of the service fees or the purchase price of the business assets;
    5. If the Member fails to follow any material instructions, etc. provided by Our Company upon using the System;
    6. If the Member harms or may harm the credit of Our Company;
    7. If it is determined that the Member falls into financial difficulties and that the sale or purchase of the business asset may be voided;
    8. If the Member is an officer or employee of a Legal Entity, or is an Intermediary, when the consent given to the Member to use the System is revoked by the holder of the business assets or the person who desires to purchase the business assets (the said consent shall be deemed to have been revoked upon confirmation to the relevant Company Manager as defined in Article 3, Paragraph 7 of these Terms of Service);
    9. If the Member is an officer or employee of a Legal Entity and when such Member leaves the Legal Entity to which he/she belongs, and the said Legal Entity requests the cancellation of the registration of membership of such Member;
    10. If the Member files, or if any third party files with respect to the Member, for the commencement of proceedings for any of attachment, provisional attachment, provisional injunction, public auction, bankruptcy, civil rehabilitation, special liquidation or corporate reorganization, or if the Member is subject to the delinquent tax collection procedure (sozei-taino-shobun);
    11. If the Member is subject to a penalty due to dishonoring notes or checks, or is insolvent;
    12. If the Member abolishes its business or commences its liquidation procedure, or when such abolishment or liquidation is likely to occur;
    13. If the Member assigns all or a material part of its business to a third party;
    14. If the Member’s business environment is substantially changed due to its merger, etc.;
    15. If the Member is an Intermediary or an officer or employee thereof, when it is disqualified to intermediate the sale and purchase of the business assets to be posted on the System;
    16. If Our Company may not contact the Member, even though Our Company tries to contact the Member at the contact address registered by the Member for a certain period of time in a manner deemed reasonable;
    17. If it is known or Our Company recognizes the possibility that the Member, the Legal Entity to which the Member belongs, or the person who entrusted the Member (including the Intermediary to which the Member belongs) with intermediating sales and purchases, or an officer, employee, shareholder or equityholder of the Member, the Legal Entity to which the Member belongs, or the person who entrusted the Member (including the Intermediary to which the Member belongs) with intermediating sales and purchases is an organized crime group, organized crime group member, a quasi-member of an organized crime group, company related to an organized crime group/organization, corporate racketeers (sokaiya), a criminal operating under the pretext of conducting a social campaign/political activity (shakaiundou/seijikatsudou hyoubou-goro), a crime syndicate with special intelligence or other anti-social forces;
    18. If the Member, the Legal Entity to which the Member belongs, or the person who entrusted the Member (including the Intermediary to which the Member belongs) with intermediating sales and purchases,, or an officer, employee, shareholder or equityholder of the Member, the Legal Entity to which the Member belongs, or the person who entrusted the Member (including the Intermediary to which the Member belongs) with intermediating sales and purchases engages in, by itself or through a third party, a violent activity, deception, threatening activity, business obstruction or any other illegal activities, or any activities that are likely to constitute such activities; or
    19. If Our Company otherwise determines that the Member’s use of the System is inappropriate.
  2. If Our Company takes any action against the Member pursuant to the preceding Paragraph , Our Company shall not refund the Member any of the service fees already paid by the Member.
  3. Any Member who is subject to an order of temporary suspension from use of the System or cancellation of membership registration pursuant to this Article in the course of negotiations over the business assets posted on the System shall, at its own responsibility, deal with the counterparty Member with whom it was negotiating, and Our Company shall not be involved in the dealing with such counterparty Member in any way or bear any responsibility therefor.

Article 13 (Withdrawal)

  1. Withdrawal means a suspension of a Member’s use of the System and termination of its membership of the System. A Member shall be disqualified to use the System from the date on which the withdrawal procedure is completed pursuant to Paragraph 3 of this Article (the “Withdrawal Date”). From the date following the Withdrawal Date, the Member shall lose any and all rights concerning the System and may not make any claims whatsoever to Our Company.
  2. When a Member desires to withdraw from the membership of the System, the Member shall apply for such withdrawal in a method prescribed by Our Company.
  3. The withdrawal procedure by a Member shall be completed at the time Our Company confirms the application for withdrawal by the Member pursuant to the preceding paragraph and notifies the Member by Email, etc. to the effect that the procedure has been completed. In principle, such withdrawal procedure shall be deemed completed on the date following the date the application for withdrawal was made pursuant to the preceding Paragraph.
  4. Notwithstanding the preceding three Paragraphs, when the Member is under negotiations over the business assets posted on the System, such Member may not withdraw from its membership of the System until such negotiations have ended.
  5. If the Member withdraws pursuant to this Article, Our Company shall not refund any service fees already paid by the Member.
  6. Unless otherwise requested from the Member, Our Company shall delete the registered information of the Member after a certain period prescribed by Our Company after the withdrawal of such Member. For avoidance of any doubt, Our Company shall not return any documents or electronic data, etc. that it has received from the Member.
  7. If any damage is incurred by Our Company or a third party due to the acts, etc. of the Member, then the Member shall, even after the withdrawal, bear all legal responsibilities and shall hold Our Company indemnified in any event.

Article 14 (Notice)

  1. Any notices to be made by Our Company to the Member shall be made by posting such notice on the Company Website or by sending such notice by an Email to the Email address included in the registered information of the Member (the “Designated Email Address”), and the notice shall be deemed completed at the time such notice is posted on the Company Website (in case of posting on the Company Website) or at the time such Email is dispatched (in case of sending an Email), as the case may be.
  2. The Member shall configure the various settings concerning the Designated Email Address so that it may receive Emails from Our Company (domain name: mail.biz-it.co).
  3. When Our Company sends material information concerning the System by Email, such notice shall be deemed completed at the time such Email is dispatched even if the Member has configured his/her Email address to reject all Emails from Our Company.
  4. If an Email from Our Company does not reach the Member due to any deficiencies or errors in the Designated Email Address or the Member’s failure to change the Email receipt settings, Our Company shall not bear any responsibility for such non-delivery of notices. The Member shall bear all legal responsibilities arising from such non-delivery of notices (including, but not limited to, liabilities for payment of damages, etc.), and shall hold Our Company exempted from such responsibilities in any event.

Article 15 (Handling of Registered Information)

  1. Our Company shall treat all registered information of the Member as personal information, and use such information only for the purposes prescribed in the Privacy Policy.
  2. Except as otherwise prescribed in the Privacy Policy, Our Company shall not disclose the registered information of a Member to a third party without prior consent thereto by the Member.

Article 16 (Change, Suspension and Termination of the System)

  1. Our Company may change the specifications of the System based on Our Company’s discretionary judgment without giving any notice.
  2. Our Company may suspend or terminate the System by posting on the Company Website or giving notices by Email to the Members, in advance, whether for the maintenance of the System, change in specifications of the System or otherwise. Furthermore, when it is difficult to provide the System due to a communication failure, domestic or international political situation or natural disaster, etc., failure of the platform server, etc., or failure at the provider, or for any other unavoidable reasons, the System may be suspended without prior notice, and Our Company shall not assume any responsibility therefor.
  3. In the case where the System is suspended or terminated pursuant to the preceding Paragraph, Our Company shall not refund to the Member the service fees already paid by the Member, and the Member shall agree to the foregoing.

Article 17 (Liability for Damages)

  1. If the Member (including, when the Member is an officer or employee of a Legal Entity, the Legal Entity to which the Member belongs) violates any of these Terms of Service, Our Company may claim the Member to compensate for the damage and/or loss directly and/or indirectly incurred as a result of such violation.
  2. The maximum amount of damages to be paid by Our Company to the Member due to any deficiencies or defects, etc. of the System shall not, in any event, exceed the amount of the service fees paid by the Member.

Article 18 (Copyright and Ownership Right, Etc.)

  1. All copyrights or any other intellectual property rights and ownership rights regarding trademarks, logo marks, descriptions, program or other data, etc. concerning the System shall belong to Our Company (provided, however, that the foregoing shall not apply to the work relating to the business assets posted on the System (the “Member Provided Work”), and the copyright of the Member Provided Work shall belong to the Member). The Member shall not, by itself, or, when the Member is an officer or employee of a Legal Entity or is an Intermediary (including the Intermediary to which the Member belongs), have such Legal Entity or the person who entrusted such Intermediary with intermediating sales and purchases use such trademarks, etc. or reprint them in magazines or other websites without the prior express consent of Our Company.
  2. Our Company may freely use the Member Provided Work, with prior consent thereto by the Member, on the Company Website or in other media, for the purpose of finding purchasers of the business assets; and upon such use, Our Company may freely duplicate, change or delete, etc. such Member Provided Work. The Member shall not, by itself, or, when the Member is an officer or employee of a Legal Entity or is an Intermediary (including the Intermediary to which the Member belongs), have such Legal Entity or the person who entrusted such Intermediary with intermediating sales and purchases exercise the moral rights of authors against Our Company’s use, etc. of such Member Provided Work. When such Member Provided Work contains rights of a third party, the Member shall obtain the permission on such use from such third party in advance, and conduct all right processes necessary for such use.
  3. The Member shall guarantee that the Member Provided Work does not infringe upon any intellectual property rights, portrait rights, rights to privacy or any other rights of a third party and that the Member has the authority to give permission to Our Company to use the Member Provided Work set forth in the preceding Paragraph.
  4. If the Member violates any of Paragraph 1 and Paragraph 3 of this Article, Our Company may take the relevant measures under the Copyright Act or the Trademark Act, etc. (e.g., warning, complaint, claim for damages, claim for injunction, claim for measures to restore honor, etc.), or may claim compensation for the damages that Our Company incurred due to claims from a third party.

Article 19 (Disclaimer)

  1. The Members agree in advance that Our Company shall not bear any liability for damages arising from or in connection with each of the following items:
    1. Any issues arising between the Members;
    2. Any issues arising between a Member and either a holder of business assets posted on the System or a person who desires to purchase the business assets posted on the System, if the Member is an officer or employee of a Legal Entity that desires to sell and purchase business assets or is an Intermediary or its officer or employee;
    3. Any issues with a third party concerning the matters that the Member describes on the System;
    4. An unintended use or leakage, etc. of confidential information (notwithstanding whether or not an oath concerning confidentiality obligations is made pursuant to Article 8 of these Terms of Service) by a Member (including the Legal Entity to which a Member belongs or the person who entrusted a Member (including the Intermediary to which a Member belongs) with intermediating sales and purchases);
    5. The use of the System by a person competing with the Member (including, but not limited to, the case where the Member’s opportunity to sell and purchase the business assets decreases for this reason);
    6. The content and quality, etc. of the business assets to be posted;
    7. The fact that the information disclosed by the Member was untrue or inaccurate;
    8. A delay in payment of service fees due to defects or issues, etc. with respect to the services provided by each credit card company (including when the System cannot be used for these reasons);
    9. A third party’s unauthorized access to or unauthorized modification of data of a Member or any other acts by a third party;
    10. When the System cannot be used due to defects of the communication devices of the Member, such as defects and issues, etc. of the services provided by a business partner of Our Company;
    11. When the System cannot be used due to excessive access, a failure of communication lines or any other unexpected factors;
    12. When the System cannot be used due to a cause not attributable to the willfulness or gross negligence of Our Company;
    13. When any damage incurs due to a virus infection originating from files, etc. that the Member received or opened at its own responsibility;
    14. When the use of the System is interrupted, delayed or cancelled, etc. due to the failure of a communication line or communication device, etc.;
    15. When the System cannot be used due to the loss of or inability to use the Passwords and Other Information;
    16. The completeness, accuracy, recency or safety, etc. of all information, links, etc. to be provided on the Company Website;
    17. The content and use, etc. of a website operated by a third party other than Our Company, which links from or on the Company Website;
    18. Any issues arising from the Member’s personal information released on the System;
    19. When the System is not satisfactorily used (including, but not limited to, the following situations);
      1. There are decreased opportunities to sell and purchase business assets due to a rapid increase in the number of Members;
      2. The business assets that the Member desires are not posted on the System;
      3. Discontinuation of the posting of the business assets, suspension of the System pursuant to Article 10 and Article 12 of these Terms of Service;
      4. The negotiations for the sale and purchase of business assets do not proceed as the Member desires; or
      5. The desired materials, etc. are not disclosed by the counterparty to the negotiations concerning the sale and purchase of business assets.
    20. Any and all taxes imposed by tax authorities on a Member after the completion of the sale and purchase of business assets.

Article 20 (Display of Date and Time of System)

  1. All dates and times used in the System shall be based on Japan Standard Time (GMT+9:00).

Article 21 (Amendment to Terms of Service)

  1. Our Company may amend these Terms of Service without giving any notice to the Member. The amended Terms of Service shall be notified to the Members by posting them on the Company Website or through an application program and Email provided by Our Company. The amended Terms of Service shall be effective and applied from the time such notice is given, and the Member shall agree to the foregoing in advance.

Article 22 (Governing Law and Exclusive Agreed Court of Jurisdiction)

  1. These Terms of Service shall be construed in accordance with the laws of Japan. In addition, with respect to resolution of disputes arising between Our Company and the Member from or in connection with the System or these Terms of Service, the Tokyo District Court shall be the exclusive agreed court of jurisdiction in the first instance.

Supplementary Provisions

These Terms of Service shall be effective from 1st January, 2018.

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Confirm the Privacy Policy

Privacy Policy

This “privacy policy” sets forth the basic guidelines concerning personal information (kojin-joho) for Tryfunds inc. and its group companies (hereinafter collectively referred to as "Tryfunds Group") in respect of the personal information collected and used by Tryfunds Group.

■Regarding TRUSTe

  1. BIZIT M&A is certified according to TRUSTe Privacy Program.
    TRUSTe is an independent juridical person in the US and its purposes are to enhance internet users' confidence by diffusing principles of use, disclosure and provision of personal information and the prior consent for them.
    Tryfunds inc. agrees to be surveyed by TRUSTe on publication of the way of the treatment of personal information and policies and practices relevant to the treatment by obtaining the certification of TRUSTe and posting a sign of TRUSTe.

■Purpose of Use

  1. Tryfunds Group shall specify the purposes of use of personal information as much as possible and shall use personal information within the scope of the following purposes of use, except for (a) when the relevant person’s prior consent is obtained, or (b) when an exceptional treatment is permitted under the Act on the Protection of Personal Information or any other laws and ordinances:
    1. To provide our company’s services (including “BIZIT and BIZIT M&A”; hereinafter the same);
    2. To determine whether or not the relevant person agrees to the registration for our company’s services;
    3. To confirm or notify any information necessary for conducting the matters stated in items (1) and (2) above;
    4. To deliver information concerning our company’s services (newsletters, promotional campaign information, event information, questionnaires, etc.), advertising information sponsored by a business person other than our company and other information, by Email, Email newsletter, postal mail or other method;
    5. To report the result, etc. of questionnaires to the customers who participated in such questionnaires by Email, Email newsletter, postal mail or other method;
    6. To notify our customers of information posted on BIZIT and BIZIT M&A;
    7. To collect, refund or otherwise deal with the service fees caused by our customers’ payment, delay of payment, overpayment, etc. of the service fees;
    8. To prepare statistical data concerning the use of our company’s services;
    9. For research and analysis such as analysis of customer trends, enhancement and improvement of our company’s services and business activities, development of new products and new services, etc.;
    10. To confirm the identity of a customer which shall be necessary for responding to such customer’s request for disclosure or other treatment of his/her personal information;
    11. For training operators of customer support;
    12. To make a communication or other response in case of a disaster or other emergency;
    13. For any other use necessary for operation of our company’s services, or to achieve any purpose of use separately specified upon our receipt of personal information;
    14. To display information registered by our customer with our company on an data-entry screen sot that we may assist such customer to input data easily, or to forward such information to other services, etc. (including the services provided by our company’s business partners) per such customer’s instructions;
    15. To refuse the use of our company’s services by any customer who (i) violated the Terms of Services by causing damage to third parties or otherwise, or (ii) intends to use our company’s services for any unlawful or unjustifiable purpose, or to pursue a liability of such customer;
    16. To conduct maintenance, etc., of our company’s services;
    17. To deliver to our customers catalogs or proposal materials in respect of our company’s services;
    18. To improve and develop the services that our company provides;
    19. To notify our company’s latest information, various seminars and exhibitions;
    20. For selection of employment;
    21. For hiring (including recruiting) of employees, etc.;
    22. For management of personnel affairs;
    23. For any other use necessary for responding to our customers’ comments and requests;
    24. To ask to fill in questionnaires for survey of level of customer satisfaction, etc.
    25. To implement various promotional campaigns;
    26. To manage contractual relationship with our customers; and
    27. To manage our shareholders.
  2. If it becomes necessary to use personal information for any purpose other than the above purposes of use, we shall obtain the relevant person’s consent to such use, except for when the relevant person’s consent has been already obtained or when an exceptional treatment is permitted under the Act on the Protection of Personal Information or any other laws and ordinances.
  3. Please note that Tryfunds Group may retain a contractor to implement part of our services and may entrust management of personal information to such contractor if and to the extent necessary. In such case, such contractor shall appropriately manage such personal information in compliance with the laws and ordinances and the standards established by Tryfunds Group.

■Provision of Personal Information to Third Parties

  1. Tryfunds Group shall not provide or disclose personal information it collects to any third party, except for any of the following cases:?When the relevant person’ consent is obtained;?When it is difficult to obtain the relevant person’ consent to such provision or disclosure, though it is necessary to protect the life, body or property of a person; and?When such provision or disclosure is otherwise required by laws or ordinances

■Disclosure, Correction and Discontinuation of Use of Registered Information

  1. Tryfunds Group shall disclose personal information to the relevant person upon its request so long as it will not interfere with the proper operation of business. In such case, Tryfunds Group shall confirm the identity of the relevant person by the method separately determined by Tryfunds Group.In the case where the personal information disclosed to the relevant person includes incorrect contents, Tryfunds Group shall immediately correct such contents. And in the case where the relevant person requests us to discontinue the use of his/her personal information, we shall immediately discontinue such use.

■Use of Cookies

  1. In this website, cookies* are used in some contents so that we may provide better services to our users when they revisit our website.*Cookie: a mechanism for storing server information on the computer of a customer who accesses to a website.Customers can easily use the functions they chose last time by recording the date and time when they last visited a website, how often they have visited the website, the information once input by them, etc. Please note that while cookies can identify a customer’s computer, they cannot collect a customer’s personal information (e.g., name, address, telephone number and Email address).

■Keeping Access History

  1. In this website, customers’ access history (access log) is recorded for the purpose of maintenance of the website or improvement of the services.Access history (access log): information including the domain name, IP address, type of browser or operating system (OS), date and time of access, viewed pages and other information of customers who accessed a website, but not including any personally identifiable information.

■Links

  1. There are some links to outside websites in this website, but we don't share any personal information with the websites. We do not take any responsibility for the collection of personal information at linked websites, so please be sure to refer privacy policies of the linked websites.

■Security

  1. We manage personal information on a server protected by using special code communication technology and security systems and do our best not to be accessed unlawfully from outside or leaked information when your important personal information is registered in this website. Our management structure for personal information is further strengthened by conducting internal seminars and taking external seminars of personal information protection etc.

■Privacy Policy for Specific Product and Service

  1. Tryfunds Group may set forth specific privacy policy such as purpose of use of personal information, disclosure to third-party, security and contact information separately for specific product or service, etc., in the websites, Email messages or other various notifications for such product or service. If it includes any provisions different from those of this privacy policy or any special provisions, such provisions set fort separately for specific product or service shall prevail over this privacy policy.

■Amendment

  1. This privacy policy may be amended without prior notice due to change of relevant laws and ordinances, etc. or change of Tryfunds Group’ s policies or other reason.

■Contact Information for this "Privacy Policy"

  1. Please contact us by using the contact form. If our response is unsatisfactory for you, please contact TRUSTe (https://www.truste.or.jp/hssl/watchdog/). In this case, TRUSTe will help to resolve your inquiries.