Terms of Service TST

InsideOutJapan Travel Story Teller Terms and Conditions

Article 1 (Purpose, etc.)

1. This agreement (“Agreement”) applies to the use of the InsideOutJapan Travel Story Teller application (“TST Application”) operated by MTJ Co., LTD ("Company") and the TST Services (defined below) that are offered and agreed to through the TST Application. The terms and conditions of this Agreement are set forth as follows.

2. An “Individual” refers to a person who accesses the TST Application regardless of whether or not they have created an account, applied for, or been accepted, as a TST pursuant to Article 2. A “TST” is a travel story teller - an Individual with business intentions who possesses knowledge and passion about Japan and wants to provide IOJ Services (defined below) to customers of the Company (“Customers”), who has applied to become, and been accepted, as a TST by the Company, as set forth in Article 2.

3. The purpose of the TST Application is to allow Individuals to apply to become a TST and to entrust the provision of services being sold through the Company’s InsideOutJapan website and application (“IOJ Platforms”), which offers walking tours, chat services and other travel related services (collectively, the “IOJ Services”) by TSTs, who may agree to provide the IOJ Services in exchange for compensation by the Company, as set forth in Article 7 (altogether, the “TST Services”).

4. By accessing and browsing the TST Application, by registering an account, by applying to be a TST or by using the TST Services, Individuals are deemed to have read and agreed to the content of this Agreement and are obliged to comply with this Agreement.

Article 2 (TST Application & Registration)

1. Applying to become a TST is limited to persons physically located in Japan, who are of the legal age of adulthood in Japan or older and who have the legal right to work in Japan without restrictions. TST applications must be completed by using the form specified by the Company on the TST Application. When applying to become a TST, Individuals must affirm to the Company that they have read and agreed to this Agreement.

2. When applying to become a TST, Individuals will be asked to provide Personal Information about themselves such as their official government identification, name, address, date of birth, bank account number, etc. ("Registered Information"). Individuals who are foreign nationals residing in Japan must also provide proof of ability to work in Japan without restrictions to the Company during the application process and will not be accepted by the Company as a TST unless such proof is provided. The definition of Personal Information, as well as the scope of collection of Personal Information and the purpose of use is as described in our InsideOutJapan Travel Story Teller Privacy Policy.

3. As part of the application process, Individuals will provide their email address (to be their account ID) and create a password (hereinafter referred to as “ID, etc.”), after which they will be able to submit an application to become a TST using that account. After an Individual’s TST application is received and the prescribed procedures are completed with all requested information appropriately filled in, the Company will review the application and may request additional information, to allow the Company to properly determine whether the Individual meets the requirements for becoming a TST. If the Individual’s application to become a TST is accepted and deemed successful by the Company, the registration process for the Individual to become a TST will be completed and the TST will then be able to accept requests for providing IOJ Services via the TST Application. The number of IDs, etc. that an Individual can acquire is up to one, and if an Individual has two or more IDs, etc. without a valid reason recognized by the Company, that Individual’s IDs, etc. may be combined into one or deleted, without prior notice. Except for cases in which the Company fails to perform its obligations, even if damage is caused to the TST due to the combination or deletion of the IDs, etc., the Company will not be obligated to compensate for any such damage.

Article 3 (Management of ID, etc.)

1. IDs, etc. may only be used by the corresponding TST. TSTs are prohibited from allowing any third party from using their IDs, etc. TSTs shall be responsible for the management of their IDs, etc. If a TST suffers disadvantages or damages due to the use of their IDs, etc. by a third party, the Company shall not be held responsible except for cases in which the Company fails to perform its obligations.

2. A TST’s Registered Information can be changed or deleted upon request from the TST. Because it takes a certain amount of time to change or delete Registered Information, there is a possibility that notifications, documents or payments will be sent from the Company to previously Registered Information while the change or deletion process is occurring. In addition, the Company may contact the TST for confirmation of incomplete or erroneous Registered Information, regardless of whether or not the TST has indicated that they wish to receive information from the Company. Except for cases in which the Company fails to perform its obligations, the Company will not be obligated to compensate the TST for any disadvantages or damages incurred by the TST due to these matters.

Article 4 (Use of the Website, Application and Services)

1. The only commercial purpose that Individuals may use the TST Application and TST Services for is as a TST providing services via the TST Application as part of the TST Services, pursuant to Article 7 (Providing Services and Compensation to TSTs) of this Agreement and in accordance with terms of this Agreement.

2. Communication costs for using the TST Application shall be borne by the Individual.

3. The Company may set and change restrictions on the information and content that can be viewed on the TST Application and the scope of TST Services that may be available to TSTs.

Article 5 (Confidentiality)

1. TSTs agree to treat as secret and confidential and to not, at any time for any reason, disclose or permit to be disclosed to any person, or otherwise make use of or permit to be made use of, any Confidential Information, except as described below in this Article 5. In this Agreement, “Confidential Information” shall mean:

(1) all information relating to or connected with the TST Application or TST Services, all information disclosed pursuant to subsequent communications between the Company and TST, and all information relating to the Company and its activities, in each case which is or has been disclosed or otherwise made available by the Company to the TST, whether in writing, in disk or electronic form, orally or pursuant to visits to premises and in any form or medium in which such information may be recorded or kept (or which can be obtained by examination, testing, visual inspection or analysis of any hardware or other item or component part thereof), including all business, commercial, operational, management and financial information, and data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, customer lists, price lists, studies, findings, computer software, inventions, innovations and ideas; and

(2) analyses, compilations, studies and other material prepared by the Company which contain, reflect or are otherwise generated from the information provided by the Company described in the paragraph above.

2. Notwithstanding the foregoing, it is understood that the term "Confidential Information" shall not include information that the TST can show (and it shall be for the TST to show by documentary evidence):

(1) is already in the public domain at the time of disclosure;

(2) after disclosure becomes publicly known other than through a TST’s breach of this Agreement;

(3) the TST can show was known to it prior to the disclosure of the information by the Company; or

(4) the TST can show was made available to it by a third party who has a right to do so and who has not imposed any obligation of confidentiality or restricted use in respect thereof.

3. TSTs agree to use the Company’s Confidential Information solely for the purposes of this Agreement and to exercise no less than the duty of care of a prudent manager in the handling of the Company’s Confidential Information.

Article 6 (Prohibited Acts, Suspension of Qualification, Deregistration)

1. Individuals are prohibited from performing the following acts when using the TST Application or TST Services (“Individual Prohibited Acts”).

(1) Falsification of information or content provided to the Company.

(2) Interfering with the operation of the TST Application or TST Services, such as sending or writing harmful computer programs, etc.

(3) Infringing the Company’s copyrights or other intellectual property rights, slandering the Company, or causing any other disadvantage or damage to the Company, whether inside or outside the TST Application or the TST Services.

(4) Infringing copyrights or other intellectual property rights of other Individuals or third parties in relation to the TST Application or TST Services.

(5) Violating the privacy of other Individuals, Customers (defined below) or other third parties in relation to the TST Application or TST Services.

(6) Slander targeting other Individuals, Customers or third parties in relation to the TST Application or TST Services.

(7) Acts for the purpose of profit using this site, or information and contents provided on this site; except in the case of TSTs pursuant to Article 7 that use the TST Application and TST Services in accordance with this Agreement.

(8) Preparing derivatives based upon the TST Application or TST Services or modifying the same.

(9) Accessing the TST Application with the intent to reverse engineer it, to make a similar or competing product or service, or to reproduce any part of the TST Application or TST Services.

(10) Acts that are contrary to laws and public order and morals relating to the TST Application or TST Services, including but not limited to the Travel Agency Act of Japan and acts to facilitate crimes.

(11) Violation of any of the obligations stipulated in this Agreement.

(12) Impersonation of a third party.

(13) Abusive actions or words directed at an employee of the Company, Customers, another TST or any third party in relation to the TST Application or TST Services.

(14) Other acts that the Company deems inappropriate.

2. In the following cases, the Company may suspend a TST’s account or cancel their registration application without any prior notice to the TST/Individual.

(1) When an Individual makes a false declaration at the time of registration.

(2) Unauthorized use of the TST’s ID, etc.

(3) When the TST lends their ID, etc. to a third party.

(4) When the Company determines that the TST has performed or is likely to have performed any of the Individual Prohibited Acts.

(5) If the TST is an organized crime group (as defined in Article 2, Item 2 of the Act on Prevention of Unjust Acts by Organized Crime Group Members), an organized crime group member, an entity, association, company or individual related to an organized crime group, a corporate racketeer, a social or political campaign racketeer, a special intelligence criminal organization, or any person or entity equivalent thereto.

(6) If the TST uses violence, force, or threatening language to make unjust demands or to pursue economic interests, makes acts of damaging credit by disseminating rumors or other fraudulent acts, or if the Company determines that there is a risk of such.

Article 7 (Providing Services and Compensation to TSTs)

1. As part of the TST Services, the Company may offer to entrust, and entrust, the provision of IOJ Services from the TST to Customers who book IOJ Services through the Company’s IOJ Platforms. This Article 7 sets forth the terms under which the TST and the Company agree to such entrustment and the TST acknowledges and agrees that such terms apply when the TST accepts a request from the Company to provide the IOJ Services in the TST Application. TSTs are under no obligation to accept any such requests from the Company and do so of their own free will.

2. If a TST agrees to provide an IOJ Service, the TST will use the duty of care of a prudent manager in providing it and, if requested to by the Company, the TST will report to the Company the status of the IOJ Service that the TST is in the process of providing.

3. TSTs shall not subcontract the provision of any of the IOJ Services under this Agreement, or otherwise transfer any rights or obligations under this Agreement, without the prior written approval of the Company.

4. If the Company and the TST are parties to a separate written agreement that sets forth other terms under which that TST will provide the IOJ Services for the Company, then terms of that separate written agreement will apply in the case of any conflict between its terms and those of this Agreement. Other than such aforementioned conflicting terms, the rest of this Agreement will continue to apply and be enforceable when the TST accepts an offer to provide the IOJ Services in the TST Application.

5. The provision of the IOJ Services by the TST may consist of the following.

(1) Walking Tours – which consist of meeting Customers at a designated date, time and location designated by the Company, and leading the Customers through a series of experiences for a set amount of time that is designated by the Company.

(2) Chat services – which consist of using the TST Application to respond to questions that Customers may have about their trip in Japan for a period of time designated by the Company.

(3) Other travel-related services that may be offered by the Company to Customers through the IOJ Platforms from time-to-time, including in-person services.

(4) Other services incidental to those listed above.

6. When a TST receives a request to provide IOJ Services from the Company via the TST Application, the base amount of service fees that can be earned by the TST for the successful provision of that IOJ Service (“Base Fees”) will be shown on the request notice in the TST Application. Certain IOJ Service requests may also be eligible for bonus fees (“Bonus Fees”) in addition to the Base Fees, based on criteria set forth by the Company. If the IOJ Service is eligible for Bonus Fees, it will be indicated in the request. Bonus Fees are not guaranteed and may be triggered by factors outside of the control of the TST or the Company. The criteria for Bonus Fees for the provision of an IOJ Service request will only be shown after the TST agrees to provide that specific IOJ Service. The Base Fee and the Bonus Fee together are referred to as the “Service Fees”.

7. The Company shall pay the TST the Service Fees for successfully completed IOJ Services that were provided by the TST in accordance with the following. The TST must use the TST Application to submit an invoice request to the Company to pay for each successfully completed IOJ Service that the TST provides, within 30 calendar days from the day that the IOJ Service was successfully completed by the TST. The Company shall pay the Service Fees for any reasonably undisputed invoices submitted via the TST Application, within 30 calendar days from the day that such invoice was submitted. If the TST fails to submit the invoice for any IOJ Service within 30 calendar days from its completion, the Company will not be obligated to submit payment to the TST for that IOJ Service.

8. The provision of certain IOJ Services may require that the TST providing the service pay for a certain amount of expenses to third parties during their provision of the IOJ Service. (For example, for transportation tickets for themselves.) The total amount of projected expenses that the TST is expected to pay for will be shown on the request to provide the IOJ Service in the TST Application. If the TST accepts the request to provide the IOJ Service, the TST will be provided with details of specific items that compose the projected expenses (“Reimbursable Items”), in the TST Application. When submitting an invoice via the TST Application for the successfully completed provision of an IOJ Service, the TST will also have the ability to submit requests for reimbursement of Reimbursable Items from the Company. The TST must provide adequate proof of the purchase of the Reimbursable Items (such as a picture of the receipt), when making such reimbursement requests, or provide the Company with satisfactory reason for not being able to provide proof. If, at the Company’s reasonable discretion, adequate proof is provided, the Company shall reimburse the TST for the Reimbursable Items that the TST paid for during their provision of the IOJ Service. The Company will not be obligated to reimburse any items that were not Reimbursable Items, and the Company will not be obligated to reimburse for expenses that may be incurred by the TST that exceed in total the projected expenses for an IOJ Service. However, in cases where a TST reasonably believes that they are required to make a purchase for the provision of an IOJ Service that is either (i) not a Reimbursable Item, or (ii) if such purchase would cause the actual expenses to exceed the projected expenses (collectively, “Additional Expenses”), the TST may contact the Company via the IOJ Application’s chat support, to seek prior approval of such Additional Expenses. If prior approval is not provided by the Company, the Company will not be obligated to reimburse the TST for such Additional Expenses. Requests for reimbursement for expenses during the provision of an IOJ Service must be made in conjunction with the submission of the invoice for that IOJ Service and the payment timing for any reimbursements will occur in conjunction with the payment for the IOJ Service by the Company to the TST.

9. A third party bank transfer processor (“Bank Processor”) will be used by the Company to process all payments by the Company to TSTs. Payments are to be made subject to this Agreement, the terms and conditions of the Bank Processor, as well as any terms and conditions set forth by the TST’s bank for the bank account being used by the TST for such payment (“TST’s Bank”). The Company is not liable for any errors or negligence by the Bank Processor or the TST’s Bank.

10. If a TST accepts the request to provide an IOJ Service, but fails to successfully provide it for any of the following reasons, the Company shall not owe any fee to the TST.

(1) In the case that the TST fails to be available at least 10 minutes before the designated time, at the designated date and location, for a Walking Tour or other in-person IOJ Service, or where the TST fails to lead the Customers through the designated series of experiences for the designated amount of time requested by the Company for reasons attributable to the TST.

(2) In the case that the TST fails to be available to respond to questions from Customers for the designated period of time for chat services.

(3) In the case that the TST breaches any of the Individual Prohibited Acts in relation to providing the IOJ Services.

(4) In the case that the TST provides the IOJ Service while under the influence of alcohol or any illicit drugs.

11. In the case that the TST is unable to provide an IOJ Service that they have already accepted the request to provide, the TST must notify the Company of their cancellation as soon as possible via the e-mail address at the bottom of this Agreement. (Such notification of cancellation cannot be made via the TST Application.) A TST’s account may be suspended at the discretion of the Company for repeated occurrences of cancellations by the TST.

12. In the event of a cancellation by a Customer or for other reasons of the Company, the Company may cancel an IOJ Service that the TST has agreed to provide. If the cancellation is made less than 24 hours from the scheduled starting time of the IOJ Service, the TST will have been deemed to have earned the corresponding Service Fee for the cancelled IOJ Service.

13. Late arrivals by Customers for Walking Tours and other in-person IOJ Services shall be handled by TSTs in accordance with the following. In either of the below cases, the TST will have been deemed to have earned the corresponding Service Fee for the Walking Tour/other in-person IOJ Service in question.

(1) In cases where a Customer is up to 10 minutes late to arrive at the designated location for a Walking Tour or other in-person IOJ Service at the scheduled starting time, the TST is to hold back the Walking Tour/other in-person IOJ Service at the starting location, then commence the Walking Tour/other in-person IOJ Service with the Customer upon their arrival. In cases where there are multiple Customers who are late to arrive, the TST is to hold back the Walking Tour/other in-person IOJ Service at the starting location for up to 10 minutes past the starting time, for all scheduled Customers to arrive. In such cases, the Walking Tour/other in-person IOJ Service ending time is not to be extended.

(2) In cases where a Customer fails to arrive at the designated location for a Walking Tour or other in-person IOJ Service more than 10 minutes past the scheduled starting time, the Walking Tour/other in-person IOJ Service is to no longer be made available to the late-arriving Customer.

14. Notwithstanding the preceding paragraphs, in the event that an IOJ Service cannot be conducted due to a force majeure act which includes: natural disasters (such as earthquakes, typhoons, tsunamis, etc.), wars, riots, orders by government authorities, or due to other adverse weather conditions preventing the safe conduct of the IOJ Service, or for any other reasons beyond the control of the Company such as the cancellation of a Customer’s flight to Japan or to the location of a Walking Tour, the IOJ Service will be deemed cancelled and the Company shall not owe any Service Fee to the TST who would have otherwise provided the IOJ Service.

15. The TST and the Company acknowledge and agree that the TST is an independent contractor of the Company and not an employee of the Company. Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the TST and the Company, or as authorizing either party to act as agent for the other or to enter into contracts on behalf of the other party. The TST is solely responsible for any and all employer-related legal obligations of the TST in their performance of this Agreement.

16. TSTs acknowledge that IOJ Services may fall under services that require licenses under the Travel Agency Act, and providing services to Customers outside of the IOJ Services may breach the Travel Agency Act. TSTs shall not seek or accept any additional work from Customers, other than the IOJ Services booked through the IOJ Platforms that are requested to the TST through the TST Application.

17. TSTs acknowledge that, due to the Walking Tours and other in-person IOJ Services taking place in public environments that are not controlled by the Company, the Company cannot provide any guarantees about the safety or risks on a Walking Tour or other in-person IOJ Service. When TSTs agree to provide a Walking Tour or other in-person IOJ Service, they agree to do so at their own risk. Except for cases in which the Company fails to perform its obligations, the Company is not responsible for any damages or expenses that may arise during, or result from, any Walking Tours or other in-person IOJ Services, including, but not limited to, personal injury, death, property damage, etc.

Article 8 (Provision of Information, Etc.)

1. The Company shall be able to provide TSTs with information on the TST Services and other related services, new services, etc., and information on after-entrustment services by telephone, e-mail, mail, etc. Individuals shall consent to this in advance of becoming a TST. However, at the request of the TST, procedures will be taken to stop the provision of such information. In such cases the TST may no longer be able to use the TST Services and the account of the TST may be removed from the TST Application.

2. The Company may select and provide recommended information to TSTs at the Company’s discretion based on the TST’s Registered Information and their use of the TST Services.

Article 9 (Handling of Personal Information)

1. The Company will handle the Personal Information of TSTs in accordance with our separate InsideOutJapan Travel Story Teller Privacy Policy. By agreeing to this Agreement, Individuals affirm that they have also read and agree to the InsideOutJapan Travel Story Teller Privacy Policy.

2. TSTs agree that they will handle the Personal Information of Customers in accordance with this Agreement, including Article 5 (Confidentiality), and Japan’s Act on the Protection of Personal Information and its related laws and regulations. TSTs further agree that they will not use the Personal Information of Customers for any purposes other than those set forth in this Agreement.

Article 10 (Property Rights)

1. All ownership rights, copyrights, trademark rights, design rights and other intellectual property rights and other interests related to all contents, services, software, etc. contained in the TST Application or TST Services, and all rights relating to the use thereof, shall belong to the Company or a third party to whom the Company has granted permission, regardless of whether or not registration for those rights have been made.

2. Except for cases where the prior written consent of the Company is obtained, Individuals may not duplicate, publish, transmit, upload, distribute, transfer, lend, or otherwise copy or borrow the content, services, software, etc. contained in the TST Application or TST Services. Translating, adapting, licensing, reprinting, or any other such use is prohibited.

3. This Agreement does not constitute a transfer of any property rights in regard to the TST Application or TST Services. Product and brand names used by the TST Application and TST Services are property of the Company and Individuals are not granted any right or license in them.

Article 11 (No Warranty/Disclaimer, Limitation of Liability)

1. Individuals shall carry out the TST application and registration process at their own responsibility, and Individuals shall use this TST Application and TST Services at their own responsibility.

2. The Company may terminate the operation of any, or all of, this TST Application or TST Services at any time.

3. Regardless of the reason, the Company is not responsible for any difficulty or impossibility to use the TST Application or TST Services, or any errors that occur on the TST Application. Regardless of whether or not the Company is the cause of any damages suffered by an Individual due to erroneous operations on the TST Application, including disconnection of communication, etc., the Company shall not be held responsible at all. In addition, the Company will not be held responsible for any disadvantage or damage caused to the Individual due to the provision of the TST Application or TST Services; information provided through the TST Application or TST Services; or the granting of usage to the TST Application or TST Services and any suspension thereof.

4. The Company may temporarily suspend or stop the provision of the TST Application due to maintenance or construction of telecommunications equipment, failure of telecommunications equipment, or other reasons. In the event that the provision of the TST Application is suspended or stopped, the Company will endeavor to restore it promptly, but the Company does not guarantee any restoration time and the Company is not responsible for conducting the restoration.

5. The Company shall not be held responsible for any damages incurred by the Individual as a result of the Company setting limits on the information and content that can be viewed on the TST Application, or the scope of the TST Services.

6. The Company shall not be held responsible for any damages incurred by the Individual due to merger, bankruptcy, dissolution, etc. of the Company.

7. The Company shall not be held responsible for any damages incurred by an Individual due to a force majeure act which includes: natural disasters (such as earthquakes, typhoons, tsunamis, etc.), wars, riots, orders by government authorities or other reasons beyond the control of the Company.

8. The TST Application may not be displayed or used correctly depending on the specifications of the terminal, operating system, etc. used by the Individual for communicating with the Application. Even in this case, the Company shall not be held responsible for any inability of an Individual to use the Website or Application.

9. If the Company is for any reason, including for matters mentioned in this Article 11, found to be liable for any loss or damage that is in any way connected with the TST Services or this TST Application, the Company’s liability in such regard will in no way exceed, in the aggregate, 50,000 JPY. The aforementioned limitation on liability will not apply where such liability was found to have occurred due to the Company’s willful conduct or gross negligence.

10. Any claim for damages must be notified to the Company within 2 years from the date that such claimed damage occurred.

Article 12 (Disputes and Compensation for Damages)

1. In the event that an Individual causes damage to a third party in relation to this TST Application or the TST Services; or if a dispute arises in relation to the same, such as, but not limited to, when there is trouble with a third party or Customer during a TST’s provision of the IOJ Services, the Company will not be held responsible. In addition, the Individual shall resolve this at the Individual’s own responsibility and expense and shall not cause any trouble to the Company.

2. In the event that the Company or a third party suffers damage due to an act contrary to the terms in this Agreement by an Individual, prohibited acts stipulated in Article 6 (Prohibited Acts, Suspension of Qualification, Deregistration) or elsewhere in the Agreement, intentional or negligent acts by an Individual, or due to a User’s ID, etc. becoming known to a third party; the Company shall be able to claim compensation for damages caused to the Company or a third party by such Individual.

Article 13 (Third Party Services)

The Company is not responsible or liable for, and does not control, third party services and content that may be made available by, or accessed in connection with, the TST Application or TST Services. If Individuals access any third party services or content through links on the TST Application or through the TST Services, the Individual will be subject to that third party’s terms and conditions, privacy policy, etc. No warning will be provided by the Company that an Individual is moving to a third party’s services or content and Individuals access them at their own risk.

Article 14 (Changes to Terms)

The Company may change the terms of this Agreement as it determines is necessary. If the Company changes this Agreement, the Company will notify Individuals through the TST Application, e-mail or by other equivalent methods. Notwithstanding the foregoing, the Company will obtain consent from TSTs in a manner specified by the Company for an amendment or change of the Agreement that requires such consent under applicable laws.

Article 15 (Court of Jurisdiction, Applicable Law)

The Tokyo District Court shall be the exclusive jurisdictional court of first instance for lawsuits and disputes arising between Individuals and the Company. The governing law of this Agreement shall be the law of Japan.

Article 16 (Invalidity)

If any provision of this Agreement is found void or unenforceable for any reason, it shall not affect or impair the enforceability of the other provisions.

Article 17 (Inquiries)

Individuals may submit questions, concerns, etc. regarding the operation of the TST Application or TST Services through the following contact information.

MTJ Co., LTD

Address: 3F Akasaka Sakae Bldg., 2-14-7 Akasaka, Minato-ku, Tokyo, 107-0052, Japan

Phone number: We will disclose without delay if requested.

E-mail: mtjtokyo@mtj-corp.com

Established on: October 27, 2023