Chapter 1: General Provisions

Article 1: General Provisions

1. These Terms of Use establish the conditions that users of the website "OffshoreCrowd" (hereinafter referred to as "the Site"), operated by Online Monster Co., Ltd. (hereinafter referred to as "the Company"), must adhere to.
2. Any guidelines set forth by the Company regarding the Service are considered part of these Terms of Use. By using the Service, users acknowledge that they have fully understood and agree to comply with these Terms. If a user utilizes the Service, they are deemed to have accepted these Terms of Use.

Article 2: Definitions

The following terms used in these Terms of Use are defined as follows:

• "The Service": Refers to the range of services related to outsourcing, including viewing the Site and email distribution associated with the Site.
• "Member": Refers to an individual or corporation that has completed the required membership registration process on the Site and has been approved by the Company.
• "User": Refers to individuals or corporations, whether members or non-members, who utilize the services provided through the Site, including site viewers.
• "Client": Refers to an individual or corporation that outsources or intends to outsource work through the Service.
• "Worker": Refers to an individual or corporation that undertakes or intends to undertake work through the Service.
• "Contractors": A collective term referring to both Clients and Workers.
• "Subscription": A contract that allows the Client to continuously use the Service for a specified period by paying a recurring fee.
• "Offer": Refers to the request made by the Client to the Worker through the Service, clearly stating the conditions of the outsourcing contract.
• "Transaction": Refers to the outsourcing contract established between the Client and Worker through the Service.
• "Registration Information": Refers to all information provided during the membership registration process.
• "Personal Information": Refers to information that can identify a specific individual, such as addresses, names, and email addresses.

Article 3: Amendments to the Terms of Use

1. The Company may amend these Terms of Use at its discretion without obtaining individual consent from each user if:
2. The amendment benefits the general interest of users.
3. The amendment is necessary, does not contradict the purpose of the original contract, and is reasonable in light of the necessity, reasonableness of the changes, and other relevant factors.
4. In the event of an amendment to these Terms of Use based on the previous paragraph, the Company will notify users of the effective date and content of the amendment by one of the following methods:
5. Posting on the Site
6. Sending an email to Members
7. Other methods deemed appropriate by the Company
8. If a user uses the Site after the effective date of the amended Terms of Use, the user is deemed to have agreed to the changes.
9. The Company shall not be liable for any damages incurred by users due to amendments to the Terms of Use.

Chapter 2: Membership Registration, etc.

Article 4: Membership Registration

1. Membership registration must be completed by the individual seeking membership; registration by a representative is not permitted. In the case of a corporation, only employees authorized to represent the corporation, based on internal regulations and approval procedures, may complete the registration.
2. The individual completing the membership registration process guarantees that all information provided during registration is accurate and truthful.
3. Members are responsible for ensuring that all registered information is accurate, truthful, and up to date.
4. Individuals eligible for membership must meet the following conditions:
   1. Must be 18 years of age or older.
   2. Must possess a valid email address.
   3. Must not already be a member of the Service.
   4. Must agree to all terms in these Terms of Use.
   5. Must not have been involved with any criminal or antisocial organization for the past five years.
   6. Must not have violated the rules of their affiliated organization.
5. The Company may refuse membership registration if it is determined that:
   1. The applicant does not meet any of the conditions outlined in Article 4.
   2. The registration was submitted by someone other than the individual or authorized representative.
   3. The Company deems the registration inappropriate for any other reason.
6. The Company is not obligated to disclose or explain the reason for denying membership and assumes no responsibility for any damages resulting from the denial.
7. Members are not permitted to hold more than one account unless specifically approved by the Company.

Article 5: Information Provision Obligations

1. If a prospective member is an individual and is registered as a qualified invoice issuer under the Japanese Consumption Tax Act, they must notify the Company of the following information:
   1. Name or company name registered on the Qualified Invoice Issuer Disclosure website.
   2. Main trade name, alias, or former name (maiden name) registered on the Qualified Invoice Issuer Disclosure website.
   3. Registration number.
   4. Any other information registered according to the public disclosure procedures under the Japanese Consumption Tax Act.
2. If a corporation intends to become a member and is registered as a qualified invoice issuer under the Consumption Tax Act, it must notify the Company of the following information:
   1. Corporation name registered on the Qualified Invoice Issuer Disclosure website.
   2. Registration number.
   3. Location of the head office or main business office.
   4. Location of offices or other places involved in the transfer of assets conducted within Japan.
3. If a registered member completes their registration as a qualified invoice issuer after becoming a member, they must notify the Company of the required information immediately.
4. If a member is deregistered as a qualified invoice issuer, they must immediately notify the Company.
5. The Company assumes no liability for any damages caused by a member’s failure to fulfill the information provision obligations under this article.

Article 6: Cancellation of Membership and Withdrawal

1. Even after membership registration, if any of the following conditions are met, the Company may take necessary actions such as canceling membership, suspending Service use, or revoking membership rights:
   1. If the provided registration information is found to be false.
   2. If it is determined that the qualifications or conditions for membership, as defined in Article 4, are no longer met.
   3. If the user violates any laws, these Terms of Use, or other guidelines set by the Company.
   4. If it becomes known that the member has previously caused trouble with other members or third parties.
   5. When a dispute with other members or third parties exceeds the standard set by the Company.
   6. When complaints received from other members or third parties exceed the standard set by the Company (including complaints about the member from other members or third parties).
   7. If the user fails to respond to Company communications for more than 30 days.
   8. When the Company determines that the member’s registration is inappropriate or interferes with the operation of the Site.
2. The Company is not responsible for any damages arising from membership cancellations.
3. Members wishing to withdraw must follow the Company's specified procedures. Withdrawal cannot occur if the member is involved in an active transaction or if payments related to transactions are incomplete.

Chapter 3: The Service

Article 7: Content of the Service

1. The Company provides tools and platforms through the Service to facilitate the conclusion of outsourcing contracts and the execution of work.
2. The Service is designed to enable direct contracts between Clients and Workers. The Company is not a party to any transactions conducted on the Site.
3. Payments related to transactions are handled directly by the parties involved, without the Company's involvement.

Article 8: Use of the Service

1. When a Member concludes a contract through the Service, it is an outsourcing contract. The Client cannot give specific instructions regarding the work process, location, or working hours to the Worker.
2. The Company does not guarantee the quality, legality, or usefulness of the work performed through transactions on the Site and bears no responsibility for any defects or damages.
3. Members must clearly define the content of the requested work and must not engage in any actions that direct users outside the Site.
4. The Company may conduct identity verification based on Member requests or its own standards, and Members are obligated to comply with the verification process.
5. When undergoing identity verification, Members must agree to and comply with the following:
   1. For Members who complete identity verification, the verification registration will be completed. Members who have not completed identity verification may face restrictions on the use of some or all services.
   2. Members must not submit false, forged, altered, or misleading documents for identity verification purposes.
   3. If, after identity verification, there is suspicion that the Member submitted false, forged, altered, or misleading documents, or if there is suspicion of identity fraud, or if the Company deems it necessary, the Company may request the submission of additional proof documents.
   4. If the requested documents are not resubmitted by the deadline specified by the Company, the Company may suspend the Member’s use of the Service or revoke the Member’s membership without notice.
   5. Until the Member submits the required proof documents specified by the Company, their use of part or all of the Service may be restricted.
   6. The Company is not responsible for any damages incurred by the Member as a result of restrictions on the use of the Service, suspension of the Service, or revocation of membership based on this article.
   7. Identity verification registration only confirms the match between the identity verification documents and the registration information on the Site. The Company does not guarantee the existence, responsibility, work performance ability, accuracy of contact information, or any other abilities of the Member, and assumes no responsibility for these matters.

Article 9: System Usage Fees

1. Clients are responsible for paying the Service usage fee ("System Usage Fee") to the Company, in accordance with the conditions specified below:
   1. Clients registered for a subscription must pay a System Usage Fee of 20,000 yen (excluding tax) monthly.
   2. Members or individuals who have been members within the past five years are prohibited from entering into or soliciting outsourcing contracts, which could be facilitated through the Service, directly with each other without using the Service. However, this restriction does not apply if prior approval is obtained from the Company.
   3. Clients must bear all costs necessary for using the Service, such as communication fees and equipment costs.

Chapter 4: Transactions Between Members

Article 10: Transaction Types

Members can engage in transactions on the Service based on the compensation models defined by the Company, including the following:

1. Fixed Compensation
2. Hourly Compensation
3. Monthly Compensation

Article 11: Transactions with Fixed Compensation

1. If a fixed compensation model is selected, the Client and Worker must adhere to the following guidelines:
   1. The Client sets a fixed amount of compensation for the work based on the transaction.
   2. The Client is obligated to pay the agreed compensation. Payment timing and methods will follow Article 17.
   3. The Worker must fulfill the work duties, complete the work, and deliver the agreed deliverables as per the contract.
   4. If the Worker agrees to deliver the deliverables to the Client, they must do so by the specified deadline. The Client must inspect and notify the Worker of the inspection result (pass or fail). If the Client does not provide an inspection result within one week of submission without valid reason, the deliverables will be considered accepted.
   5. Upon acceptance, the work is considered complete.
   6. Any additional agreements regarding liability for defects or other conditions between the Worker and Client must be agreed upon separately. The Company will not be involved in such agreements nor liable for any resulting damages.
   7. If the Client or Worker wishes to suspend or interrupt the work for any reason before completion, both parties must negotiate and agree on the terms. Once agreed upon, the Client must promptly report the suspension to the Company.
2. If it becomes necessary for the Worker and Client to agree on matters such as liability for defects in addition to the work content, compensation amount, and recruitment period during the contract process, such agreements must be made separately. The Company will not be involved in such agreements nor responsible for any damages resulting from them.
3. If the Client or Worker wishes to suspend or stop the work due to their circumstances before the work is completed, suspension or stoppage can only occur with mutual agreement. In principle, changes to the contract terms after the transaction are not allowed.
4. If the work is suspended or stopped based on the previous paragraph, the Client must immediately report this to the Company.

Article 12: Transactions with Monthly Compensation

1. If a monthly compensation model is selected, the Client and Worker must adhere to the following guidelines:
   1. The Client sets a monthly rate for the Worker’s services based on the transaction.
   2. The Client is obligated to pay the agreed monthly compensation. Payment timing and methods will follow Article 13.
   3. If the Worker agrees to deliver deliverables, the Client must notify the Company upon completion of the work.
2. Any additional agreements regarding liability for defects or other conditions must be agreed upon separately between the Worker and Client. The Company assumes no liability for such agreements.
3. The monthly rate may be changed by mutual agreement between the Client and Worker.
4. In the event of work suspension or interruption, both parties must negotiate and agree on the terms. The Client must immediately report the suspension to the Company.

Article 13: Payment Procedures

1. Payment of the Service usage fees can be made via bank transfer. The timing and method of payment are specified below, and the Client must pay the required amount by the due date without delay. Payment procedures for the Client’s compensation to the Worker will follow the provisions of Article 7, Paragraph 3.
   1. The monthly Service usage fee must be paid by bank transfer to the Company’s designated account. The payment is due by the last day of the month following the billing period (based on the closing of the previous month).
   2. The Client shall bear any bank transfer fees associated with payments to the Company.
   3. In the event that any of the following situations apply, the Company may, notwithstanding the provisions of these Terms of Use, terminate the payment process for the transaction in question and refund the full amount of the pre-paid compensation (hereinafter referred to as the "Advance Payment") to the Client. However, the Client shall bear any bank transfer fees incurred during the refund process:

Article 14: Intellectual Property Rights and Use of Deliverables

1. Unless otherwise transferred through a specific agreement, the intellectual property rights (including those stipulated in Articles 27 and 28 of the Copyright Act) for any deliverables submitted by the Worker to the Client shall remain with the Worker.
2. If the deliverables include third-party intellectual property rights, the Worker must obtain prior permission from the relevant third party and guarantee that no infringement has occurred. If an infringement is discovered, the Worker is responsible for compensating the Client for any resulting damages, and any disputes must be resolved directly between the parties.
3. The Worker agrees not to exercise their moral rights concerning any deliverables transferred to the Client.

Article 15: Compliance with Outsourcing-Related Laws

1. Members must comply with all applicable laws and regulations related to outsourcing contracts in their transactions conducted through the Service.
2. Clients acting as principal contractors must ensure compliance with the Subcontracting Act if the transaction falls within its scope, and are responsible for independently confirming this.

Article 16: Management of ID and Password

1. Members are responsible for securely managing their registered ID and password, and must take appropriate measures to prevent unauthorized use.
2. Members must not permit third parties to use their ID or password, nor transfer them to others.
3. The Company is not liable for any damages arising from inadequate management, misuse, or third-party use of a member’s ID or password.
4. If unauthorized use of an ID or password is discovered, members must promptly notify the Company and follow its instructions.

Article 17: Handling of Confidential Information

1. When communicating through the Service, members must keep confidential any technical, product, business, plan, or know-how information disclosed by the other party. Such information must not be disclosed or leaked to third parties without prior written consent from the disclosing party and may only be used for the purpose of fulfilling the contract.
2. The following information is excluded from confidentiality obligations:
   1. Information that the receiving party can prove they already possessed prior to disclosure.
   2. Information that was already publicly known prior to disclosure.
   3. Information that becomes public knowledge without any breach by the receiving party.
   4. Information legitimately obtained from a third party.
   5. Information independently developed by the receiving party without reference to the confidential information.
3. If necessary, members must conclude a separate confidentiality agreement before commencing a transaction and make efforts to mutually maintain confidentiality.
4. The Company does not guarantee confidentiality between members, and any disputes arising from a breach of confidentiality must be resolved directly between the members involved.

Article 18: Prohibition of Assignment of Rights and Obligations

1. Users may not assign, pledge, or otherwise dispose of any rights, obligations, or contractual status under these Terms of Use to a third party without the prior written consent of the Company.

Article 19: Prohibited Conduct

1. Users are prohibited from engaging in the following activities:
   1. Infringing on the intellectual property rights, privacy, or other rights of the Company, other users, or third parties.
   2. Actions that infringe or are likely to infringe on the property, privacy, or image rights of other users or third parties.
   3. Posting or transmitting information that can identify an individual without their consent.
   4. Conducting defamatory or discriminatory actions or damaging the reputation or credibility of the Company, other users, or third parties.
   5. Registering multiple email addresses to create duplicate accounts.
   6. Selling or attempting to sell accounts or engaging in similar conduct.
   7. Registering for membership on behalf of a member whose membership has been suspended or invalidated.
   8. Altering or deleting accessible information on the Service or information belonging to others.
   9. Impersonating the Company, other users, or third parties.
   10. Sending harmful computer programs or making them available to others.
   11. Sending unauthorized promotional emails or messages.
   12. Accessing or tampering with the Company’s systems or other users' systems without authorization.
   13. Distributing information, equipment, software, etc., intended to disable or bypass access control functions of servers.
   14. Obtaining others’ registration information without their consent or through fraudulent means such as phishing.
   15. Using the Service for business or profit-making activities not related to outsourcing transactions through the Service, or using the Service in preparation for such activities.
   16. Requesting work that requires the purchase of goods or services before compensation is confirmed or starting such work.
   17. Requesting work that could affect search engine rankings or starting such work.
   18. Requesting work that violates external service terms or could affect the operation of such services, or starting such work.
   19. Requesting work for the promotion of external services, registration for mailing lists, affiliate programs, etc., unrelated to the purpose of the Service, or starting such work.
   20. Requesting work under contract types other than outsourcing agreements or starting such work.
   21. Requesting work that imposes unnecessary restrictions on work hours or locations.
   22. Requesting work that bypasses the Company or suggests direct transactions (except with prior approval from the Company).
   23. Using information about other members obtained through the Service to introduce or mediate transactions for third parties (including group companies) without going through the Company.
   24. Posting multiple similar work requests within a short period.
   25. Requesting work without specifying necessary terms such as content, procedure, deliverable specifications, quantity, functions, delivery date, delivery location, or conditions of performance.
   26. Obstructing the exchange or sharing of information led by other users or third parties, interfering with the operation of the Service, or taking actions that could disadvantage the Company.
   27. Engaging in behavior such as making excessive or repetitive inquiries, demanding unreasonable actions, or otherwise significantly interfering with the Company’s operations.
   28. Working without meeting the legal requirements for employment in Japan or overseas, or encouraging such actions.
   29. Violating the rules of one's affiliated organization.
   30. Engaging in transactions with no actual provision of services or delivery of goods, such as transactions without substance.
   31. Engaging in transactions with compensation significantly deviating from the typical amount for similar work, as determined by the Company.
   32. Using counterfeit or fraudulently obtained credit cards for payments.
   33. Engaging in actions that violate laws or these Terms of Use, actions contrary to public order and morals (including sending or displaying violent or gruesome images or encouraging group suicides), or engaging in other disruptive actions.
   34. Linking to other websites with the intent to promote or encourage any of the prohibited actions mentioned above.
   35. Other activities deemed inappropriate by the Company.

Chapter 5: Operation of the Service, Disclaimer, etc.

Article 20: Handling of Personal Information

1. The Company will handle personal information obtained from users in accordance with the separately defined "Privacy Policy."

Article 21: Intellectual Property Rights for Company-Provided Services

1. All intellectual property rights related to images, texts, programs, and other content created and provided by the Company through the Service belong to the Company.
2. These materials are protected by copyright laws, trademark laws, and other applicable laws.

Article 22: Monitoring

1. The Company reserves the right to monitor user activity on the Service at its discretion to ensure proper use. Users agree to this monitoring as part of their use of the Service.

Article 23: Measures for Violations and Penalties

1. If the Company determines that a user has violated these Terms of Use or other guidelines, the Company may take the following actions without prior notice:
   1. Temporarily suspend the Service.
   2. Cancel the user's membership registration.
   3. Restrict access to the Service.
   4. Delete or alter any posted information on the user's profile or other areas.
   5. Take any other measures deemed necessary by the Company.
2. The Company is not obligated to accept any questions or complaints regarding actions taken based on the above. Users agree not to seek compensation for any damages incurred as a result of such actions.
3. If the Company determines that a user has engaged in malicious violations of the Terms of Use, it may take legal action against the user.
4. Users are liable for any damages caused to the Company due to violations of the Terms of Use, and the Company may seek compensation for these damages.
5. The Company may demand a penalty of 1,000,000 yen for any breach of these Terms of Use, in addition to other legal actions.

Article 24: Communication and Notices from the Company

1. When the Company needs to communicate or notify a member, it will send an email to the registered email address or post mail to the registered physical address.
2. Users are generally required to contact the Company via email, the inquiry form, or phone. Visits to the Company’s office are not accepted.
3. Even if a user has notified the Company that they do not wish to receive communications or notices, the Company may still send important information when necessary.

Article 25: Suspension or Termination of the Service

1. The Company may suspend the Service without prior notice to users if it deems it necessary due to system failures, maintenance, natural disasters such as earthquakes or fires, or other technical or operational reasons.
2. The Company may terminate the Service with two weeks' prior notice, sent via email to members and posted on the website where the Service is provided.
3. The Company is not responsible for any damages incurred by users due to the suspension or termination of the Service.

Article 26: Disclaimer

1. The Company is not responsible for any damages arising from membership cancellations, leaks of IDs or passwords, leaks of confidential information, system failures, data loss, or interruptions in the Service.
2. Users are responsible for compensating any third-party damages caused by their use of the Service.
3. The Company does not guarantee or manage the quality of transactions between Clients and Workers and is not liable for any damages arising from such transactions.
4. The Company is not responsible for any personal information included in files or messages exchanged on the Site.
5. The Company does not guarantee the identity, capability, or reliability of any members involved in transactions.
6. The Company reserves the right to use or disclose any content, images, texts, or programs created, registered, or uploaded by users on the Site for the purpose of operating the Service.
7. Messages and deliverables related to transactions that are older than two years may be deleted at the Company’s discretion, and the Company is not responsible for any resulting damages.

Article 27: Transfer of the Service

1. The Company may transfer the Service and all associated rights and obligations, including user information, to a third party in the event of a sale or transfer of the Service. Members agree to such a transfer in advance.

Chapter 6: Miscellaneous

Article 28: Exclusion of Antisocial Forces

1. Both the Company and users represent and guarantee that neither they nor their executives, including directors or officers, are members of antisocial forces, such as organized crime groups, as defined by Japan's Act on Prevention of Unjust Acts by Organized Crime Group Members.
2. Users guarantee that neither they nor any third parties they engage will participate in the following actions:
   1. Acts of violence
   2. Unjust demands that exceed legal responsibilities
   3. Threatening behavior or acts of violence
   4. Actions that damage the credibility of the other party or disrupt business by spreading false rumors or using fraudulent means
   5. Any other actions equivalent to those mentioned above

Article 29: Governing Law, Severability, and Jurisdiction

1. If any provision of these Terms of Use is found to be illegal, unenforceable, or invalid by a court or other legitimate authority, such illegality, unenforceability, or invalidity shall not affect the validity or enforceability of the remaining provisions.
2. In the event of a dispute related to the Service, the Tokyo District Court shall have exclusive jurisdiction for the first instance.

Revised on September 6, 2024.