Terms and Conditions of Program

Please read the following terms and conditions of program (hereinafter referred to as the “Terms and Conditions”) carefully. These Terms and Conditions set forth the conditions to take programs provided by Ataway Japan K.K. (hereinafter referred to as “Company”) and the rights and obligations of the Audience.

Article 1. Purpose, etc. of Terms and Conditions

These Terms and Conditions set forth the contractual relationship between Company and Audience regarding Programs.

Article 2. Definitions

Terms used in these Terms and Conditions shall be defined as follows.

(1) “Website” means the website operated by Company (https://ataway-cm.jp). (2) “Program” means any seminar or training organized or provided by Company or information for learning that consists of video, image, sound, characters and software, etc. (including any and all learning tools such as textbook and class community services such as meeting room, etc., whether provided at an actual place or provided on the Website). (3) “Attendance” means to receive the provision of a Program or to participate in a Program by utilizing or using a Program or otherwise. (4) “Audience” means a person who has registered for a Program consenting to these Terms and Conditions and who has been accepted by Company; provided, however, that for the purpose of the provisions on the rights and obligations prior to the formation of an Individual Agreement defined in Article 5, “Audience” means a person who has registered for a Program with Company consenting to these Terms and Conditions. (5) “Business day” means any day other than Saturday, Sunday, national holidays or any other holidays specified by Company.

Article 3. Application of Terms and Conditions

Company’s Programs shall be provided to an Audience on the condition that the Audience consents to all of the provisions of these Terms and Conditions. Programs shall be available only to an Audience who has consented to these Terms and Conditions.

Article 4. Scope and Change of Terms and Conditions

1. Any arrangements, precautions and other notifications such as terms of use (hereinafter referred to as the “Terms of Use, etc.”) issued by Company to the Audience in connection with the provision of Programs, on the Website or otherwise shall constitute a part of these Terms and Conditions regardless of the purpose thereof. 2. If there is any discrepancy between these Terms and Conditions and the Terms of Use, etc., the provisions of the Terms of Use, etc. shall prevail. 3. Company may change all or part of these Terms and Conditions without the prior consent of Audience, in which case, these Terms and Conditions after the change shall apply to the conditions to attend Programs. 4. These Terms and Conditions after the change shall take effect upon its being displayed on the Website, unless separately specified by Company. 5. Company may change the contents or name, etc. of a Program without the prior agreement of the Audience.

Article 5. Registration and Acceptance

1. Upon Audience’s pressing (clicking) a button (such as a button “Register with the entered information”) indicating that Audience has confirmed the entered information in a screen for the Audience to confirm the necessary information entered for the registration for attending a Program, the Audience shall be deemed to have registered for the Program shown in the confirmation screen. 2. When a screen indicating that Company has accepted the registration under the preceding paragraph is displayed, Company shall be deemed to have accepted the registration for use, upon which an agreement on Attendance at the Program (hereinafter referred to as “Individual Agreement”) shall be formed.

Article 6. Fee

1. Fee for (hereinafter simply referred to as “Fee”) attending a Program shown on the Website shall be the amount not including tax, unless otherwise specified. 2. Fees shown on the Website may be changed without advance notice.

Article 7. Method of Payment

1. Fee shall be paid in either of the following method:- credit-card payment through PayPal; or - bank transfer. 2. If Audience chooses payment by credit card, the Audience shall comply with the terms and conditions of the relevant credit card company. 3. If Audience chooses payment by bank transfer, the Audience shall bear the relevant bank charges.

Article 8. Attendance at Program

1. Upon Company’s confirming that each of the following requirements has been met, the Audience may start Attendance at the relevant Program during the duration of the Program, if such duration has been set.

(1) If Audience chooses credit card under Article 7 as the method of payment of Fee, to complete the purchase/settlement procedure by the payment due date (the tenth (10th) business day after the effective date shown in the email titled “Payment Instructions” or the fifth (5th) business day prior to the start date of the Program, whichever occurs earlier). (2) If Audience chooses bank transfer under Article 7 as the method of payment of Fee, to transfer the Fee, etc. to a bank account designated by Company by the payment due date (the tenth (10th) business day after the effective date shown in the email titled “Paymen Instructions” or the fifth (5th) business day prior to the start date of the Program, whichever occurs earlier).

Article 9. Purpose of Use of Personal Information

Company shall use personal information of Audience obtained in the course of the execution or performance of an Individual Agreement for each of the following purposes of use:

(1) to confirm the identification of the Audience; (2) to provide Program or otherwise perform the Individual Agreement; and (3) for a person involved in a Program, etc. other than Company to provide services to the Audience (third party provision).

Article 10. Provision of Personal Information to Third Party

1. Company may provide personal information of Audience to a third party to the extent necessary for the provision of a Program to the Audience. 2. Company shall not provide personal information of Audience to a third party without the prior consent of the Audience except in the case set forth in the preceding paragraph or in the cases specified in the following items:

(1) case where personal information is provided under the laws and regulations; (2) case where provision of personal information is necessary for the protection of human life, body or property and where it is difficult to obtain the consent of the Audience; (3) case where provision of personal information is particularly necessary to enhance public hygiene or to promote fostering healthy children and where it is difficult to obtain the consent of the Audience; (4) case where there is a need to cooperate in regard to a central government organization, local government or a person entrusted by them performing affairs prescribed by laws and regulations, and where there is a possibility that obtaining the consent of the Audience would interfere with the performance of the said affairs; or (5) case where all or part of the handling of personal information of Audiences is outsourced to the extent necessary for the achievement of the purposes of use of personal information specified in Article 9.

Article 11. Termination, etc. by Audience

In the case of a termination, etc. of an Individual Agreement on a paid Program for the Audience’s reason, the Audience shall pay the prescribed cancellation charge as set forth in the following items.

(1) Until the 41st business day prior to the start date of program: Cancellation acceptable/change of schedule acceptable. * Cancellation: The entire fee less bank charges will be refunded. * Change of schedule: Transferred to the program in other schedule with vacancy without charge for the change. (2) Between the 40th business day and the 21st business day prior to the start date of program: Cancellation not acceptable/change of schedule acceptable. * Cancellation: Fee will not be refunded. * Change of schedule: 75% of the fee can be transferred to the program in other schedule with vacancy. 25% of the fee is payable as charge for the change. (3) Between the 20th business day and the 11th business day prior to the start date of program: Cancellation not acceptable/change of schedule acceptable. * Cancellation: Fee will not be refunded. * Change of schedule: 50% of the fee can be transferred to the program in other schedule with vacancy. 50% of the fee is payable as charge for the change. (4) Between the 10th business day prior to the start date of program and the start date: Cancellation not acceptable/change of schedule not acceptable. * Cancellation: Fee will not be refunded. * Change of schedule: Schedule cannot be changed.

Article 12. Cancellation/Interruption of Operation of Programs, etc.

1. Company may cancel or interrupt the operation of Programs in any of the following cases:

(1) system maintenance necessary for the provision of Programs is conducted on a regular basis or in an urgent manner; (2) ordinary provision of Programs becomes impossible due to war, riot, destabilization, labor dispute, earthquake, explosion, flood, tsunami (seismic sea wave), fire, power outage or other emergency situation; (3) failure, etc. of the system providing Programs; (4) provision of Programs becomes technically difficult or impossible; or (5) other situation where Company determines it necessary to cancel or interrupt the operation of Programs.

2. When Company cancels or interrupts the operation of Programs under the provision of the preceding paragraph, it shall notify Audiences to that effect in advance; provided, however, that this shall not apply to the case of an emergency where the advance notice cannot be given. 3. If the number of registered Audiences for a Program falls significantly below the scheduled number of enrollment, Company shall decide to cancel the Program at least ten (10) business days prior to the start date of the Program, promptly notify the registered Audiences of the cancellation and refund the Fee in full to the registered Audiences who have paid the Fees. A registered Audience may otherwise choose to attend a Program of the same contents that will be given in any other schedule.

Article 13. Suspension or Cancellation by Company

1. If Audience falls under any of the following items, Company may suspend the Audience’s use of all or part of Program without advance notice and cancel all or part of the Individual Agreement if the situation is not corrected or improved within a reasonable period of time after a demand for correction or improvement:

(1) Audience has breached or is likely to breach Article 14 (Prohibited Acts of Audience) or other provision of these Terms and Conditions; (2) Audience has obstructed the operation of Programs or defamed or discredited Company; (3) Audience has used the Company’s website and Prosci® portal site significantly beyond the statistically average use in attending a Program, which is considered to interfere with the operation of Programs and maintenance of the system; or (4) there is any other reason for Company to consider that provision of services to the Audience is inappropriate.

2. Even if provision of Programs is suspended or Individual Agreement is cancelled under the preceding paragraph, the Audience shall not be released from the responsibility to perform the obligations under these Terms and Conditions such as payment obligations under these Terms and Conditions.

Article 14. Prohibited Acts of Audience

1. Audience shall not commit any of the following acts in attending a Program:

(1) act that infringes or is likely to infringe copyright or other right of other Audiences, third party or Company; (2) act that invades or is likely to invade property or privacy of other Audiences, third party or Company; (3) apart from the acts set forth in (1) and (2), act that causes or is likely to cause detriment or damage to other Audiences, third party or Company; (4) act to assign to or cause other Audiences, third party or Company to succeed to or exercise the right or title as Audience (this shall not apply to any succession of the right or title due to death of the party to the contract, if such succession is notified to Company in the procedure and manner separately designated by Company); (5) act to slander other Audiences, third party or Company; (6) act to illegally collect or disclose information, etc. held by other Audiences, third party or Company; (7) act that is or is likely to be contrary to the public policy or act to provide other Audiences or third party with information that is contrary to public policy; (8) criminal act or act that leads or is likely to lead to a criminal act; (9) election campaign or similar act, whether during an election period or not; (10) act related to sexual culture, religion or politics; (11) act to illegally use Audience’s or other person’s account, ID or password; (12) act to use or provide computer virus or other harmful computer program through or in relation to a Program; (13) act to solicit many and unspecified persons for the purpose of mail-order business, multilevel marketing transaction or business opportunity sales transaction, etc.; (14) act to send mass emails (spam) or to induce or trigger spam; (15) writing in a class community that causes detriment or damage to other Audiences, third party or Company or that is considered inappropriate by Company; (16) other act that violates or is likely to violate laws and regulations; (17) act to allow other Audiences or third party other than Audience to use a Program, regardless of the purpose, or similar act; or (18) any other act that is considered inappropriate by Company.

2. If Company considers that Audience is in breach of Item (15) of the preceding paragraph, Company may delete the relevant writing. 3. Audience who has chosen “credit card” as method of payment of Fee shall not commit any of the following acts as against the credit card company:

(1) act to use wrong name for the credit card; (2) act to illegally use the credit card of any other person; or (3) other act that is considered inappropriate by the credit card company.

Article 15. Scope of Use

The right of Audience to attend a Program shall belong to the Audience only and Audience shall not establish, distribute, sell, assign or lend the right to reuse the Program to any third party or otherwise commit any act to allow a third party to attend the Program without the explicit consent of Company.

Article 16. Intellectual Property Right

1. All of the copyrights and other intellectual property rights related to documents, printed materials, software, Website, programs, contents, services, know-how, trademark, tradename or incidental technology, etc. (hereinafter referred to as “Provided Materials”) provided or licensed for use by Company in connection with the provision of Program shall belong to Company, instructor of Company or other third party. Audience shall not commit any act that infringes such rights in any manner. 2. Audience may use all of the information and files provided by Company through Program only as provided by the provider of program, etc. in the Program and shall not use them in any other manner (including, but not limited to, reproduction, distribution, assignment and automatic public transmission, etc.) or disclose, provide (including lending and licensing) or assign Provided Materials to any third party. 3. Audience shall not allow a third party to use or publicly disclose any information or file provided through Program in any manner (including, but not limited to, reproduction, distribution, assignment and automatic public transmission, etc.) without the permission of Company and other right holder. 4. Audience shall transfer any intellectual property right (including, but not limited to, copyright (including right set forth in Articles 27 and 28 of the Copyright Act), design right, patent right, utility model right, trademark right and know-how) of work (whether tangible or intangible) created by the Audience as part of the Program to Company. 5. Audience shall not exercise author’s moral right against Company regarding the preceding paragraph. 6. Audience shall not infringe copyright or other right of a third party in connection with a work created by the Audience as part of the Program. 7. If any breach of the provision of this article by Audience has given rise to a dispute, the Audience shall settle the dispute at its responsibility and expense and shall exempt Company from any liability and hold Company harmless in any event.

Article 17. Disclaimer

1. Company shall not make any warranty (or accept defect liability) regarding the completeness, accuracy, certainty or usability, etc. of the contents of Program or information, etc. to be obtained by Audience through the Program. 2. Company shall not take any responsibility for any damage of Audience or third party arising in connection with the provision, delay, change, interruption, cancellation, suspension or abolition of Program, leak or loss, etc. of information, etc. registered or provided through Program or otherwise related to Program.

Article 18. Compensation for Damage

1. If any breach of these Terms and Conditions or wrongdoing by Audience has caused damage to Company, Company may demand compensation for the entire damage from the Audience. 2. If Audience has caused damage to a third party in connection with Attendance at Program, the Audience shall settle the situation at its responsibility and shall not cause Company to take any responsibility. 3. If Company is responsible to compensate Audience in connection with these Terms and Conditions, the amount of compensation shall be limited to the Fee of the Program that is relevant to the compensation, in any event. Company shall not be responsible to compensate any damage not attributable to Company, lost profit, damage to intangible property, damage due to third party’s claim for damage compensation made against the Audience, special damage or indirect damage, etc.

Article 19. Court of Jurisdiction

1. If any dispute has arisen between Audience and Company in connection with these Terms and Conditions or Program, the Audience and Company shall have discussion in good faith. 2. Any dispute related to these Terms and Conditions or Program shall be subject to the agreed exclusive jurisdiction of the Tokyo District Court for the first instance.