1. Definitions

• 1-1. Certain terminology used in this agreement are defined as follows:

  • Ⅰ. “the Site” : the Internet Site offered under the domain http://cafetalk.com and all subdomains thereof.
  • II. “Lesson(s)”: General term including teaching or offering information, training students in conversation or performance, giving advice, etc.
  • III. “Student(s)”: Any individual registered on our Site who receives or intends to receive lessons through our services.
  • IV. “Tutor(s)”: You or any individual registered on our Site who offers or intends to offer lessons through our services.
  • V. “Lesson Agreement”: An agreement made between a Tutor and a Student governing the terms of the lesson.
  • VI. “Lesson Fee”: The price of the lesson which the Student pays to the Tutor through the Company.
  • VII. “Matching Service”: Services offered through the Site which facilitates the exchange of lesson agreements.
  • VIII. “the Service” or “our Service(s)”: the totality of services including the Matching Service provided through the Site.
  • IX. “Matching Fee”: The price of the matching fee that the Student pays to the Company.
  • X. “Service Fee”: The sum of the Lesson Fee and matching fee.
  • XI. “Points”: An internal currency unit used for paying the service fee. Students may purchase points in exchange for fixed, predetermined amount of money.

  1-2. Services provided through our Site include the following:

  • Ⅰ. Student services aimed at facilitating the search, and management of lessons and also to facilitate the exchange of lesson agreements.
  • II. Matching service
  • III. Counselling and advice related to the services above.
  • IV. Lesson services for Students.
  • V. Distribution of information related to but not limited to; campaigns, services and updates sent through email.
  • VI. Tutor services aimed at facilitating the exchange of lesson agreements and management of lessons.
  • VII. Other services deemed appropriate by the Company.

2. Application of this Agreement

• 2-1. This agreement applies to use of services by Tutors.
• 2-2. Aside from this agreement, the User Terms, any other regulations on our Site and any notices sent to Tutors (hereinafter referred to as the “Terms of Use”) will be treated as part of this agreement.
• 2-3. If any of the previously stated Terms of Use differs in content, precedence will be taken in the following order: the said notice, the said regulations, Terms of Usage and the Agreement. Also, if the contents of the notice on the website are different from any other received notice, the latest notice will be applied.
• 2-4. The terms governing Students’ use of the Site and its services will be governed in a separately defined “Student Terms” (hereinafter referred to as the “Student Terms”).
• 2-5. Japan Standard Time will apply to any time or date indicated in this agreement.

3. Notifications from the Company

• 3-1. The Company shall communicate any information it deems appropriate to Tutors using emails, attachments and notifications posted through the Site or by whatever means appropriate.
• 3-2. In the event the above mentioned notifications are sent through Site postings, , emails or attachments they will be deemed effective from the time they are sent or posted unless stated otherwise.

4. Qualifications Needed to Use the Service

You must meet the following requirements in order to use our Service:

• 4-1. You must be over 20 years of age and be able to make legally responsible decisions.
• 4-2. You must be legally permitted to work in both your home country and your current country of residence.

5. Use of the Services

• 5-1. Tutors shall judge credibility, accuracy, certainty, reliability, usefulness of information provided by our company as well as quality, accuracy, certainty, credibility and usefulness of other services and students agree to accept their own user responsibilities.
• 5-2. Your must understand that you are not in the employment of the Company, and as such no employment contract shall exist between you and the Company.
• 5-3. The Company shall do its utmost to provide a safe environment for tutors to offer their lessons in, but shall not guarantee to do so.
• 5-4. By making use of the Service, the Tutor shall agree to always think of the Students’ needs first and offer them the best service possible within the scope of good reason and common sense.
• 5-5. The Company shall do its utmost to maintain a smooth and satisfactory learning environment for Students. To that end, if the Company decides that the delivery of any lesson or the accompanying communication and customer service are not in line with paragraph 4 of this article the Company may reimburse the Service Fee as well as void the Lesson Fee without prior notification to the Tutor. In addition, if the general attitude and level of customer service provided by the Tutor considerably falls short of the standards set forth by the Company, the Company may cancel said Tutor's registration at its sole discretion.
• 5-6 Lessons shall be provided by the tutor in principal and our company shall not provide any lessons except when our company deems it necessary.
• 5-7. The Company may but is not obliged to access or control the offered lesson or any information exchanged between the Tutor and the Student.
• 5-8. The Company shall not be obliged to verify or guarantee the trustworthiness of any of its Tutors, Students or any information they provide through the Site.
• 5-9. The Company will not be held responsible for any illegal activity undertaken by Tutors or Students through this service.
• 5-10. Our Company shall assume no responsibility for any information, file or goods exchanged between students and tutors, they shall absolve our Company from responsibilities for any kind of damages or losses of the student caused by information, file or goods provided.
• 5-11. You should not exchange files or objects not relevant to lessons unless given explicit permission by the Company to do so.

6. Issues and Conflicts with Other Tutors

If you should sustain harm or damage from; or become involved in a conflict with another tutor, student or third party, all parties involved shall undertake to resolve the issues amongst themselves using their own resources. If the Company suffers damage from the aforementioned issue or conflict the Company shall pursue compensation from the responsible parties. Such compensation may include, but is not limited to, reasonable legal fees. You will also be held responsible for any costs which may include, but is not limited to, reasonable legal fees required to resolve the aforementioned issue or conflict.

7. Tutor Registration

• 7-1. You can register to offer lessons by completing an application through the registration form. This form should be filled out by you, the applicant and not by someone acting on your behalf. All information filled out in the application must be truthful and accurate.
• 7-2. The Company will send you an email notifying whether your application has been accepted.

• 7-3. The Company will not accept an application if any of the following cases applies:

  • Ⅰ. Tutor registration application was proved to be submitted by a third party other than the tutor (except if acknowledged by our company).
  • II. Any falsity, misdescription, input omission is found out in the content of tutor registration application.
  • III. Tutor registration had been cancelled due to violation of these Terms of Use in the past.
  • IV. Any other cases, that our Company deem inappropriate to accept tutor registration applications.
• 7-4. Tutors shall immediately submit any change in name, email address, country of residency and other information that our company specifies since the tutor registration is applied, in a method that our company stipulates.
• 7-5. You may erase your own profile after notifying the Company and receiving further instructions. However, you may not deactivate your profile if unfulfilled Lesson Agreements exist.

8. Suspension of providing the Services / Cancellation of Tutor Registration

The Company may terminate your services and erase your profile without notice in any of the following cases.

• Ⅰ. Tutor registration had been cancelled in the past due to violation of these Terms of Use.
• II. Any act in Article 13 is committed.
• III. When these Terms of Use are violated other than above mentioned.
• IV. If the Tutor's attitude towards Students and/or general mindset employed when delivering lessons do not meet the requirements set forth in Article 5 Paragraph 4.
• V. If it is determined that the continued delivery of lessons by the Tutor will negatively affect reputation of the Service.
• VI. When our Company deems inappropriate to provide the Services or to maintain tutor registration.

9. Password Management and Usage

• 9-1. You will either define your own or be provided by the Company with a password (hereinafter referred to as "Password(s)") to access various restricted areas of the Site.The Company is not responsible for the management of your Password.
• 9-2. You should not give or disclose their Password to a third party.
• 9-3. The Company will not be held responsible if you or someone else uses your password inappropriately or to harm a third party.
• 9-4. If you find out that your Password is being used by a third party without your consent, you should immediately inform the Company and act according to its directions.

10. Burden of Expense

• 10-1. In order to be able to use our services, you should have the necessary hardware (PC, headset, microphone, earphones, etc), software (defined in Article 18, Section 1) and a fast internet connection. You shall be responsible for the aforementioned three categories of necessities and will bear the burden of expense for their purchase and maintenance.
• 10-2. You must pay for your own internet connection, phone expenses and electricity.

11. Lesson Fees

• 11-1. You agree to give the Company the right to collect Lesson Fees from Students, and if necessary refund Lesson Fees on your behalf.
• 11-2. You will indicate on your profile the number of Points required for your services (herein after referred to as "Service Points") within the range permitted by the Company.
• 11-3. Your Lesson Fee shall be equivalent to 60% (or whatever higher percentage defined as the Tutor's "Margin Rate") of the Service Points (Tax inclusive equivalent). 1 Point will equal 1 Japanese Yen in the calculation of Lesson Fees.
• 11-4. You may request payment for Lesson Fees associated with all Lesson Agreements completed one or more days before the date of request (hereinafter referred to as "Payment Request". Upon receiving a Payment Request the Company shall calculate the sum of outstanding Lesson Fees and transfer them to your specified bank account or equivalent financial account according to the following schedule. For all Payment Requests made on or before the 3rd of the month, payments will be made on the following 15th. The Company shall pay for any fees required to transfer the Lesson Fees into the Tutors account. However, you shall bear the burden for other expenses including receipt and withdrawal fees.
• 11-5. Payment for fees must be requested whithin 6 months of the delivery date of a lesson, after which time the Tutor shall lose all rights to request payment for that particular lesson.

• 11-6. The Company may withhold the above payment if any of the following situations arise.

  • Ⅰ. If the Student requests a refund for his/her points with just cause.
  • II. If a lesson was disrupted or believed to have been disrupted for more than 20% of the time promised in the Lesson Agreement.
  • III. If we have sufficient reason to believe that you have violated the terms of the Agreement.
  • IV. If the bank account information or any other information you provided is incomplete or incorrect.
  • V. If the Company deems it necessary for any other reason to withhold the payment of the Lesson Fee.
• 11-7. In the event that a payment fails due to reasons falling under item IV above, or in cases where a payment is rejected and sent back to us due to your account information being incorrect or insufficient, you may request repayment within 1 month of the initial attempted payment date. In such cases we reserve the right to deduct a repayment fee.
• 11-8. You will not receive payment for a Lesson if a Student requests a refund of Points and the Company grants it according to the User Terms or User Cancelation Policy. If the Lesson Fee for the particular lesson subject to refund has already been paid, you will be obliged to send the payment back to the Company.
• 11-9. Lesson Fees shall be calculated in Japanese Yen, then paid out in whichever currency the Tutor chooses out of the available payment currencies. The conversion rate between Japanese Yen and the payment currency shall be made available on the Tutor's Mypage.

12. Lesson Agreement

• 12-1. A Lesson Agreement comes into effect from the moment you accept or "confirm" a lesson request through the system.
• 12-2. You must agree beforehand that a Student may cancel a Lesson Agreement after its acceptance in accordance with the User Cancelation Policy.
• 12-3. You shall follow the Tutor Cancelation Policy in matters regarding the acceptance and rejection of Lesson Agreement requests; the canceling and rescheduling of requests; and what to do after canceling.

• 12-4. The Company reserves the right to ask you to provide additional information especially in the following situations:

  • I. If you cancel or wish to cancel a Lesson Agreement after its acceptance.
  • II. If any of the situations in Article 11 Section 5 arise.
  • III. If the Company deems it necessary for any other appropriate cause.

13. Prohibition

• 13-1. You agree to not engage in any of the following activities while offering lessons through the Site:

  • I. Offer services which require accredited licenses such as (but not limited to) the offering of legal or medical services without qualification.
  • II. Offer services or perform actions that are criminal or discriminatory in nature.
  • III. Offer services or perform actions that are offensive to public order and established morals.
  • IV. Offer services or exchange information of any kind that is obscene or pornographic in nature.
  • Ⅴ. Promote or sell items that are not related to the lessons being offered.
  • VI. Engage in activity that infringes, or has the possibility of infringing on the rights, property or privacy of other Students, Tutors or the Company.
  • VII. Post or send information that is not correct.
  • VIII. Delete, tamper, falsify or attempt to inappropriately change information used for our services.
  • IX. Engage in activity or use information that violates, or has the possibility of violating copyrights, trademark rights or intellectual property rights belonging to a third party.
  • X. Makes false accusations, discriminatory, damaging or hurtful statements against another Tutor, Student, third party or the Company.
  • XI. Send advertisements, promotional messages, chain-mail, invitations or any other mail to other Tutors, Students, third parties or the Company which may be construed as unwarranted, unsolicited or offensive.
  • XII. Engage in activities which purpose is to solicit individuals to join a particular religion, political organization or multi-level marketing scheme.
  • XIII. Engage in campaigning activity in which violates the Public Offices Election Act.
  • XIV. Use or disseminate computer viruses.
  • XV. Use someone else's identity or pretend to be another Tutor.
  • XVI. To attempt any unauthorized access to other computer systems or networks which are connected to the services.
  • XVII. Make violent or unjustified demands in excess of legal responsibility.
  • XVIII. Use intimidation or violence in connection with transactions.
  • XIX. Spread false information or using fraudulent means or force to tarnish another party’s credibility or obstruct another party’s business.
  • XX. XVII. To violate laws or to be offensive to public order and morals (including but not limited to prostitution, violence or savagery) in addition to the previous paragraph, or to put other tutors, students, third parties or our Company at a disadvantage.
  • XXI. To introduce or solicit usage of services that directly compete with, or potentially compete with our service to other tutors, students and other third parties using the site.
  • XXII. XIV. To divulge information about our service which you acquired as a tutor to third parties that directly compete with, or potentially compete with our service.
  • XXIII. To encourage or promote any of the mentioned behaviors.
  • XXIV. Any other behavior that our company deems inappropriate
• 13-2. Tutors shall not use any information obtained through using the services about students for any other purposes than use of the services or practice of the lesson contract concluded by our matching services. Tutors shall not apply for lessons directly to students without using the matching services.

14. Tutors' Responsibilities

You agree to carry out the following responsibilities and at the same time agree to not hold the Company responsible for any consequences resulting from your failure to carry out the same.

• I. You will ensure that any information sent to the Company or uploaded through the site to be up-to-date, correct and accurate.
• II. You will impart to Students information and knowledge that is truthful, correct and accurate.
• III. You will faithfully execute their responsibilities defined in the Lesson Agreement (lesson contents, start time, etc).
• IV. You will file and pay appropriate duties and taxes for Lesson Fees they acquired through the Site to your home country or country of residence.

15. Emails and Uploaded Information

• 15-1. Our Company shall not be liable for contents of any emails, or uploaded information which are created by tutors, students or other third parties.
• 15-2. Tutors shall take responsibility for emailing, uploaded information, handling email service providers, and other related conditions, guarantees and statements. Tutors agree to hold our Company blameless against any kind of loss or damage, resulting from related correspondences.

16. Confidential Information

• 16-1. You should not disclose to anyone or use in any way the information you received about other Tutors or Students (hereinafter referred to as "Confidential Information") through this service, irrespective of whether or not you are registered on the Site. Tutors must keep such Confidential Information strictly to themselves and take every precaution not to let the information leak in any way. You should never use Confidential Information obtained through this service for any purpose other than to execute your responsibilities as defined in Lesson Agreement.
• 16-2. You should not disclose to anyone or use in any way the information you received about other Tutors or Students (hereinafter referred to as "Confidential Information") through this service, irrespective of whether or not you are registered on the Site. Tutors must keep such Confidential Information strictly to themselves and take every precaution not to let the information leak in any way. You should never use Confidential Information obtained through this service for any purpose other than to execute your responsibilities as defined in Lesson Agreement.
• 16-3. If asked to do so by the Company, you must return or destroy any files, information, products which they received from the Company.
• 16-4. You should not offer or disclose information about lessons to other Tutors or Students. However, any publically available information as stipulated in Section 1 of this Article may be freely disclosed.
• 16-5. You should not disclose to other Tutors or Students any information related to Lesson Fees or information about third parties that may be in competition with the Site.

17. Acceptance of License Right

You agree to give to the Company free of charge, the unlimited and non-exclusive sublicensing rights to disclose use, show, translate, alter, delete and redistribute any uploaded information and its derivatives that are publically available through your profile or other pages. The sublicensing rights in this Article shall include any text, images, music and content you upload or provide through the Site which do not fall under the definition of Private Information.

18. Use of Communication Software

• 18-1. You shall use a third party's Internet communications software (hereinafter referred to as Communications Software) specified by the Company for each Lesson they conduct.
• 18-2. When using the Communications Software, you agree to follow the terms of use laid out by is proprietor(s).
• 18-3. You must first download the phone software and make sure it works before registering on the Site.
• 18-4. The Company will not assume any responsibility in cases where a Lesson could not be executed due to problems with the hardware or software under your management and care.

19. Indemnity

• 19-1. Our Company guarantees no credibility, accuracy, certainty, reliability, availability etc. about information on the services and quality, reliability, availability of services and lessons. Our Company assumes no responsibility for any damage or loss related to these.
• 19-2. On no account will our Company be liable for any damage and loss arising out of the discontinuation of the services, cancellation of student registration, suspension, change, addition or cancellation of the service.
• 19-3. Our Company assumes no responsibility for loss or damage that results from an action or failure to act by a third party including other tutors.
• 19-4. Other than those stipulated in these Terms of Use, our Company shall not be held responsible for any damage or loss arising out of use of the services or lessons.
• 19-5. Our Company assumes no responsibility for any damage and loss that results from tutors to other tutors, students and other third parties in use of the services and lessons.

20. Advertiser

• 20-1. Tutors agree that any problems which occur between tutors and advertises shall be solved among tutors, advertises and others, when students participate in any promotion activity of advertisement or other agencies of advertisement posted on the website.
• 20-2. We assume no responsibility for any action of people, including third parties, who tutors contact through a link created by the advertiser or others, a website operated by the advertiser and others, and use of the website or software.
• 20-3. Tutors agree to hold our Company blameless against any damage or loss arising from advertisement and other third parties to tutors.

21. Suspension of the Services

Our Company may temporarily suspend providing the Services without prior notice to tutors under the following circumstances.

• Ⅰ. An unavoidable circumstance due to maintenance or construction of facilities for the service.
• II. An unavoidable circumstance due to failures of facilities for the services.
• III. Due to unavailability of electricity communication services resulting from operation of electricity communication provided by an electricity communication provider.
• IV. Any other circumstance which our Company deems necessary for temporary suspension due to an operational or technical reason.

22. Changes and Addition to the Service

Our Company may amend or add contents of the services without prior notice to tutors.

23. Discontinuation of Services

Our Company may terminate the services giving notice to tutors.

24. Rights ownership

The Company owns the rights including intellectual property rights to the Site and all information delivered through it including (trademarks, pictures, sound, text, videos, images, etc) except for information provided by Tutors, Students and other Users and where stated otherwise.

25. Revision of the Terms of Use

• 25-1. Our Company may revise terms of use stipulated by us without agreement of tutors.
• 25-2. Any revised agreement or Terms of Use become effective when our Company notifies tutors of revised contents according to paragraph 3 line 2.

26. Compensation

You agree to compensate the company (for costs including but not limited to legal fees, etc) in the event you cause harm or damage to the Company due to violations of this Agreement not explicitly mentioned above, or through negligence or willful intent.

27. Transfer of Rights and Obligations in this Agreement

Tutors may not transfer all or parts of the rights and obligations stated in this Agreement to a third party.

28. Elimination of Antisocial Forces

You shall represent and warrant that you do not and will not correspond to any of the following

• I. The Supported Developer itself or any of its officers is or was at any time during the past five(5) years a Boryokudan (organized crime group), Boryokudan-in (member of Boryokudan), Boryokudan-jun-kosei-in (associate member of a Boryokudan), Boryokudan-kankei-kigyo (Boryokudan-related company), Sokaiya (corporate extortionist), Shakaiundo-hyobogoro, Tokusyu-chino-boryokusyudan or any equivalent or a member of any equivalent (hereinafter collectively called “Antisocial Forces”);
• II. You have any relationship of which operation is recognized as being governed by Antisocial Forces;
• III. You have any relationship of which operation is recognized as practically involving Antisocial Forces;
• IV. You have any relationship recognized as utilizing Antisocial Forces for the purpose of making illegal profits for itself or a third party or causing damage to a third party, etc.;
• V. You have any relationship recognized as supplying funds or providing benefits for Antisocial Forces; or
• VI. You have any socially disapproved relationship with Antisocial Forces.

29. Governing Law

This Agreement shall be governed by and construed under the laws of Japan without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Japanese law, rules, and regulations, Japanese law, rules and regulations shall prevail and govern.

30. Court of Jurisdiction

If a legal dispute should arise between you and another Student, Tutor, third party or the Company you will to resort to the jurisdiction of the Tokyo District Court or Tokyo Summary Court.

31. Language of the Terms

These terms of use shall be created in Japanese and other languages and contents of Japanese terms of use shall be followed in the event that contents between in Japanese and other languages differ.

32. Continuation of this Agreement

The following articles will still remain effective even after you terminate your registration with the Site: Article 2, Article 3, Article 5 Section 1 or 3, same Article5 Section 5 or Section 8, Article 6, Article 9, Article 10, Article 11 Section 2, Article 11 Section 5 or 7, Article 12, Article 14 or 17, Article 18 Section 4, Article 19, Article 20, Article 24, Article 26 and this Article.

33. Matters not Covered in this Agreement

In the event a dispute arises between the Tutor and the Company both parties shall attempt to resolve the matter through discussion based on the principals of good faith and fair dealing.

34. Supplementary Provision

Effective as of October 19, 2015