Article 1 (Definition)
１．The term “Services” refers to the services provided to members of "ZENMONDO Club" operated by ZENMONDO.
３．The term “the Site” refers to the website operated by ZENMONDO (https://zenmondo.com/).
４．The term “Advisors” and “Advisor Mentors” refers to entrepreneurs, professionals and experts selected by ZENMONDO.
Article 2 (The Services)
１．ZENMONDO provides the following services (hereinafter referred to as each “Service"). For details of each Service, please refer to this page (https://zenmondo.com/register/):
（1）Hands-on “Business Advisory Support”
This is a service in which advisors from Japan and overseas who are registered with ZENMONDO Club provide online, telephone and face-to-face consultations to the Members on business issues and problems.
（2）Open Innovation “Remote Business Introduction Support”
With the cooperation of embassies in various countries, we introduce Members to investors in Japan and overseas, and provide online and offline support for business partner development, fundraising and project formation.
(3）Access to members-only content
This service allows Members to access content on the website that is available only to Members.
２．Members can access the following services for a separate fee:
（1）Dojo Academy "Support for Overseas Business Concepts Created While in Japan" <Optional Service>
This is an online and offline practical program featuring Members' actual projects.
（2）Open Innovation "Custom Made Events" <Optional Service>
This service is for Members who wish to hold an event for the purpose of open innovation, and we will support the planning and management of the event.
３．Other services related to the above.
Article 3 (Each service)
１．In the hands-on “Business Advisory Support” service, Basic Corporate Members can have a one-hour consultation with an advisor once a month, and Advanced Corporate Members can have a one-hour consultation with an Advisor twice a month, either online or in person. It is up to the Member to decide whether or not to have a consultation in a given month, and even if a Member does not have a consultation in a given month, it cannot be carried over to the next month. We will make every effort to assign a suitable Advisor. However, depending on the nature of the request and expertise, we may not be able to provide the service at the ZENMONDO Club and the Member agrees to this in advance. If we are able to assign an Advisor, we will inform the Member of the name of the Advisor and the date and time of the consultation. After the consultation, we will ask the Member to fill out a questionnaire to improve our service and for customer satisfaction. In addition, ZENMONDO will follow up with the Member if ZENMONDO deems that the Member requires it. Additional consultations and other individual support beyond the regular monthly or bi-monthly individual consultations may be available as an optional service for a fee.
２．In the Open Innovation "Remote Business Introduction Support", ZENMONDO provides advice to Basic Corporate Members upon joining and once a year in line with the Member's business strategy, and advice to Advanced Corporate Members upon joining and once every six months in line with the Member's business strategy and review of the strategy. Advice is also provided to Advanced Corporate Members on joining and every six months. In addition, Advanced Corporate Members will receive a monthly innovation report. This monthly innovation report service does not apply to Basic Corporate Members. However, both Basic and Advanced Members are entitled to have their products and services advertised in the innovation report which is published by ZENMONDO in collaboration with embassies. ZENMONDO will also provide Members with priority access to overseas investment opportunities, JV deals, etc. as well as invitations to small group pitch events with overseas investors and pitch opportunities. However, these services are at the sole discretion of ZENMONDO and there is a requirement for companies to be selected to participate in the pitch event. ZENMONDO offers assistance for the Members to acquire opportunities, however, there is no assurance that each Member will be provided with such opportunity. ZENMONDO offers a variety of optional services such as PR form writing advice and support, online introduction and follow-up with overseas business partners, and overseas business strategy development and implementation support. As an optional service, ZENMONDO will organize custom-made open innovation events according to the Member’s business needs and resources.
３．After completing the registration process, Members can watch and access the ZENMONDO video archive, receive seminar reports, and receive the ZENMONDO email newsletter. In addition, as a paid option, ZENMONDO offers a joint program with National Universities where Members can work with government officials in Tokyo to address the needs and solutions of local social issues, and a preferred rate will apply to the Members for such program.
４．In the event that a consignment contract or other agreement (excluding an employment contract) is concluded between a Member and an Advisor Mentor introduced by ZENMONDO, the Member will pay ZENMONDO the following amount as compensation. (base amount x 12 months) x 35% (plus consumption tax). However, if the remuneration is less than 1,000,000 yen, the minimum remuneration shall be 1,000,000 yen (plus consumption tax). The "base amount" means the amount of money paid by the Member to the Adviser under the relevant service contract, etc. for one year (excluding the reimbursement of actual expenses paid by the Adviser on behalf of the Member).
Article 4 (Membership Registration)
１．After application from a Member and acceptance by ZENMONDO, membership registration will be completed and Members will be able to use the Service.
２．ZENMONDO Club is a membership service which is available only to Members who meet the participation criteria set by ZENMONDO. ZENMONDO reserves the right to determine, at its sole discretion, whether or not a Member meets the participation criteria.
３．If a Member is determined by ZENMONDO to have met the participation criteria, but ZENMONDO subsequently determines that the Member no longer meets the participation criteria, the Member will be prohibited from using the relevant membership service.
４．In the process of reviewing member's application, the order of application acceptance may vary. Please be aware of this in advance.
Article 5 (Admission fee, membership fee and payment method)
１．The Member shall pay ZENMONDO an admission fee specified separately within one month of ZENMONDO’s acceptance of the application, except where such admission fee is exempted.
２．Members shall pay ZENMONDO a monthly membership fee specified separately.
３．Unless otherwise specified by ZENMONDO, Members shall pay the admission fee, monthly membership fee or other fees (hereinafter collectively referred to as the "Fees") to ZENMONDO using PayPal's payment service (collectively, the "Fees"). The Member shall bear all costs related to the payment.
４．In the event that the Member chooses to pay the Fees in cash or by bank transfer, ZENMONDO shall promptly issue an invoice to the Member and the Member shall pay the Fees in accordance with the invoice. The Member is responsible for the cost of payment.
５．In the event that a Member fails to pay the Fees, the Member shall pay ZENMONDO a late payment charge at the rate of 14.6% per annum from the day after the due date until the Fees are paid. The cost of payment shall be borne by the Member.
６．In the event of cancellation of membership after registration, cancellation during the period of validity as stipulated in Article 19, or changes to the terms of the contract (hereinafter referred to as “cancellation”), the Member shall immediately pay ZENMONDO the full amount of the unpaid fees (including unused portion). Unless otherwise specifically stipulated, ZENMONDO will not reduce, exempt or refund any fees. However, this shall not apply in the event that the cancellation is due to reasons attributable to ZENMONDO.
Article 6 (ID and password)
１．After registration, an ID and password will be issued to the Member. Members are responsible for the use and handling of the ID and password issued to them.
２．Unless otherwise agreed in writing by ZENMONDO, Members may not share their ID and password with a third party or transfer them.
３．Some of the Services may be provided using platforms provided by third parties, such as social networking services. Members are responsible for complying with the terms and conditions of such platforms in addition to this Agreement.
Article 7 (Intellectual Property Rights)
１．The intellectual property rights of ZENMONDO shall belong to ZENMONDO or the third party who has provided ZENMONDO with the copyrighted works, etc. (hereinafter referred to as "ZENMONDO's copyrighted works, etc."). Members shall not use, reproduce, reprint, etc., in whole or in part, ZENMONDO's works without the permission of ZENMONDO or the provider of ZENMONDO's works, etc., except where permitted by copyright law, etc.
２．Members shall not reproduce, modify, cut or otherwise alter ZENMONDO's works without the prior written consent of ZENMONDO, and in the event that a new work is created as a result of such alteration with the prior consent of ZENMONDO, the rights to such work shall belong to ZENMONDO.
３．Members, through the use of this service, if they provide other Members or receive from other Members, copyright, ideas, know-how, intellectual property rights, such ownership and intellectual property rights and terms and conditions shall be properly agreed with the Member concerned, ZENMONDO shall not be involved in any way, and even if any damage or disadvantage occurs to Members in relation to this, ZENMONDO shall not bear any responsibility.
Article 8 (Restrictions and Prohibitions)
１．Members are prohibited from committing any of the following acts in relation to the use of the Service:
（１）Entering or publishing false or inaccurate information;
（２）During the term of the Service and prior to one year passing after the end of the Service, the Member shall not, without the prior written consent of ZENMONDO, enter into any direct contract or conduct any de facto transaction with any person, proprietorship or corporation (including any government or public authority) introduced by ZENMONDO;
（４）Interfering with the operation of the service, committing a criminal act or any other act that may lead to a violation of law, or any act that is offensive to public order and morals;
（5）Unjustly discriminating against or defaming ZENMONDO, other members or users of ZENMONDO, or other third parties, promoting unjust discrimination against others, or defaming or potentially defaming the reputation or credibility of others;
（6）Any act that infringes or may infringe upon the intellectual property rights, including patent rights, copyrights, trademark rights, or any other rights of ZENMONDO or any other third party;
（7）Infringing or threatening to infringe the privacy or portrait rights of ZENMONDO, other Members or users of ZENMONDO or any other third party;
（8）Unauthorized publication, disclosure, or provision of personal information or confidential information (including, but not limited to, information related to innovation) of ZENMONDO or a third party to any other third parties;
（9）Misrepresenting oneself as a third party, or pretending to represent or act on behalf of an organization when he/she does not, or pretending to be in cooperation with another person or organization;
（10）Using the service for commercial purposes, such as soliciting funds, introducing or advertising one's own products, shops or companies, without prior written approval from ZENMONDO;
（11）Inappropriate behavior that may cause discomfort or harm to a third party, such as swearing, harassment, threats, provocations, or vulgar expressions;
（12）Acts of defamation or harassment against ZENMONDO in or outside the ZENMONDO Club;
（13）Acts or expressions regarding ethnicity, religion, race, gender, age, etc. that may lead to discrimination;
（14）Interfering with other Members' use of the service;
（15）Any act that may lead to the judgment by ZENMONDO that it is inappropriate for the Member to continue using the Service; and
（16）Any other acts equivalent to the above.
Article 9 (Suspension of the Service)
１．ZENMONDO reserves the right to suspend the Service without any notice to Members if ZENMONDO deems any of the following reasons to exist. In this case, ZENMONDO will not reduce, exempt or refund the fee. In addition, ZENMONDO shall not be required to compensate or indemnify any Member for any loss or damage incurred:
(1) In the event that a Member violates any of the provisions of this Agreement;
(2) If any false information is contained in the application; and
(3) If a Member or an officer or employee of a Member falls under the category of a crime syndicate, a member of a crime syndicate, a person who has stopped being a member of a crime syndicate but five years have not passed since then, a quasi-constituent of a crime syndicate, a company related to a crime syndicate, a social movement advocate, or a special intelligence crime syndicate, or any other similar person.
Article 10 (Abolition of the Service)
ZENMONDO may discontinue the provision of all or part of this Service if it notifies Members at least 3 months prior to discontinuation, and may cancel all or part of the User Contract on the date of discontinuation.
Article 11 (Withdrawal)
１．A Member may withdraw from the Service by notifying ZENMONDO in writing of his/her intention to withdraw from the Service at least one month prior to the scheduled date of withdrawal.
２．From the first day of the month following one month after the notice of withdrawal, the Member shall be deemed to have cancelled the User Contract and the use of the Service shall be suspended.
３．Members are requested to pay any outstanding fees before submitting the notice of withdrawal or within 30 days from the date of submission.
４．Fees already paid are not refundable.
Article 12 (Handling of confidential information and personal information)
１．Members and ZENMONDO shall strictly and appropriately manage other party's confidential information (including know-how related to this Service, information related to this Service's system, and any technical or business confidential information) and/ or personal information of the other party that they have obtained through the use of this Service. Members shall not disclose, provide, or leak such information to any third party without the other party's prior written consent.
２．Members and ZENMONDO shall promptly return or destroy confidential information or personal information in accordance with the instructions of the other party when instructed by the other party or when the User Contract is terminated, and shall not use it thereafter.
３．Notwithstanding the preceding provision, ZENMONDO may use the existence of the contract and the transaction history of the Member for the purpose of introducing the services of ZENMONDO and its group companies to the Member, or disclose and provide the information to its group companies for their use, unless otherwise the Member specifically informs ZENMONDO in advance that he or she does not wish to do so. Group companies shall be defined as ZENMONDO and its group companies, which shall be identified by posting on ZENMONDO's website (https://zenmondo.com/).
４．Members agree to the inclusion of the Members’ projects and ZENMONDO’s support therefor in ZENMONDO’s list for external promotional and internal purposes, subject to the Member’s and any other specific confidentiality undertakings communicated to ZENMONDO, unless otherwise the Members specifically informs ZENMONDO in advance that they do not wish to do so.
Article 13 (Cancellation of the Use Contract)
（２）In the event of dishonor of bills or cheques, de facto insolvency or a similar situation, or in the event of a petition for bankruptcy, commencement of civil rehabilitation proceedings, etc. or a petition filed by the user;
（３）In the event of a delay in the performance of all or part of the payment of fees or other obligations, or refusal of payment without justifiable reason;
（４）When there is a petition for seizure, provisional seizure or auction, or when you receive a disposition of delinquent payment of taxes and public dues;
（５）If the business license is cancelled or suspended by the supervising authority;
（６）When there is a resolution for dissolution, capital reduction, transfer of all or a significant part of the business; and
（７）For any other reason attributable to the Member, if it becomes difficult to maintain a relationship of trust between the Member and ZENMONDO.
２．In the case of the preceding provision, the Member shall be deemed to have withdrawn from the Service. In addition, ZENMONDO will not reduce, exempt or refund any fees. If there are any outstanding financial obligations, the Member shall immediately pay ZENMONDO. ZENMONDO shall not be required to compensate or indemnify any Member for any loss or damage incurred.
３．ZENMONDO does not waive its right to claim compensation for damages in the event of cancellation under provision 1 of this Article.
Article 14 (Exclusion of antisocial forces)
１．Members and ZENMONDO shall not fall under the category of anti-social forces (refers to organized crime groups, members of organized crime groups, persons who have stopped being members of organized crime groups but five years have not passed since then, quasi-constituents of organized crime groups, companies related to organized crime groups, social movements, etc., or special intelligence violent groups, and other similar persons) and pledges that it will not fall under any of the following categories in the present or in the future:
（１）Antisocial forces have a controlling influence on the management;
（２）Antisocial forces are substantially involved in management;
（３）Using antisocial forces unjustly for the purpose of gaining unfair advantage for oneself, one's company or a third party, or for the purpose of causing damage to a third party;
（４）Being involved in providing funds, etc. or benefits to antisocial forces; and
（５）Other officers or persons substantially involved in the management of the Member’s company have a socially reprehensible relationship with antisocial forces.
２．Members and ZENMONDO shall not use themselves or any third party to commit any of the following acts:
（２）Unreasonable demands beyond legal responsibility;
（３）Threatening words or actions or the use of violence in relation to transactions;
（４）Acts of spreading rumors, damaging the other party's credibility or interfering with the other party's business by means of deception or force; and
（５）Other acts equivalent to the preceding items.
３．A Member or ZENMONDO may terminate all contracts concluded between Members and ZENMONDO, without any notice or other procedures, in the event that the other party violates the provisions of this Article. In this case, the Member or ZENMONDO who terminated the contract shall not be required to compensate for any damage caused to the other party.
Article 15 (Changes to the Terms and Conditions)
３．If the Members do not agree to the changes in this agreement, ZENMONDO will not be obligated to provide the service to the Member and may suspend or terminate the provision of this service.
Article 16 (Exemption of ZENMONDO)
１．ZENMONDO shall not make any guarantee to the Member about the effect or outcome of this Service or whatsoever, such as the result of business advisory support by using this Service, accuracy, effectiveness, the quality and ability of the registered adviser, the accuracy of information such as advisers’ career history.
２．ZENMONDO shall not provide any guarantee to the Member regarding the effectiveness of the Service, such as the feasibility of open innovation through the use of the Service, the accuracy of the Member's information, and the usefulness of the Member's resources.
３．Members acknowledge in advance that they may not be able to use all or part of the Service due to the system environment of their computer terminals. In such cases, ZENMONDO shall not be obliged to refund any fees.
４．Members acknowledge in advance that ZENMONDO shall be exempt from liability for any failure caused by the services or products provided by telecommunications carriers, hardware providers or other third parties, or by the Member's computer terminal, communication environment or other environment in which the Member uses the Service.
Article 17 (Compensation for damages)
Article 18 (Prohibition of transfer of rights and obligations)
Members may not lend, transfer, assign or pledge to any third party their contractual position in relation to the Service, or any rights or obligations arising in relation to this, including any claims against ZENMONDO, without the prior written consent of ZENMONDO.
Article 19 (Validity of Term)
The term during which a Member may use the Service is one year from the date of registration and acceptance of the application by ZENMONDO in accordance with Article 4. If no notice of non-renewal is given to ZENMONDO by the Member two weeks prior to the expiry of the term, the contract will be automatically renewed for a further one year on the same terms and conditions.
Article 20 (Survival Clause)
Article 7 (Intellectual Property Rights), Article 8 (Restrictions and Prohibitions), Article 11 (Withdrawal), Article 12 (Handling of Confidential and Personal Information), Article 13 (Termination of the User Agreement), Article 16 (Indemnification of ZENMONDO), Article 17 (Compensation for Damages), Article 18 (Prohibition of Assignment of Rights and Obligations) and Article 22 (Governing Law and Jurisdiction) shall survive the termination of the User Contract.
Article 21 (Consultation)
Article 22 (Governing Law and Jurisdiction)
This Agreement shall be governed by the laws of Japan, without giving effect to the principles of conflicts of laws.
Members agree to submit to the exclusive jurisdiction of the Tokyo District Court as the court of first instance in the event of any dispute regarding this Agreement or the Service.
Effective Date: July 1, 2020