• Terms of service
  
• This Terms of Services (defined below. Herein referred to as “Terms”) have the purposes to establish any rights and obligations between you (defined below. Herein referred to as “Member”) and our Company, Hanatour Japan Co., Ltd. (hereinafter referred to as “Company”) with respect to the Member’s access to and use of the Services (defined below), and the Terms shall govern and apply to any matter arising out of or in connection with the Member’s access to and use of the Services.

• Article 1 (Agreement to this Terms)

• The Member hereby accepts and agrees to the Terms and shall access to and use the Services in accordance with the Terms.
• The Member’s access to and/or use of the Services shall be regarded as the Member’s having duly accepted and agreed to the Terms.

• Article 2 (Definition)

• “Terms” shall mean any and all documents stipulating on any way and/or terms and conditions of use of the Services, including, but not limited to, this Terms of Services, any subordinating terms and conditions, any privacy policy and any other rules and/or guidelines.
• “Services” shall mean any and all services to purchase any travel services and/or commodities, etc. via the internet website titled “Gorilla” (agency.gorillajapan.com) handled and managed by the Company and any other services related to the above services.
• “Service Use Agreement” shall mean the agreement including the Terms between the Company and the Member with respect to the Member’s access to and use of the Services.
• “Websites” shall mean the website titled “Gorilla” (agency.gorillajapan.com) and any other internet websites produced, handled and managed by the Company with respect to the above website titled “Gorilla.”
• “Member” shall mean any entity or person that has accepted and agreed to this Terms of Services and, in accordance with any procedure designated by the Company, has applied for the member registration by 2 inputting any information, etc. via the Websites, to which the Company has consented and agreed.
• “ID” shall mean any string of letters authorized and given by the Company to a Member with respect to the Services for the identification of the Member and its use of the Services.
• “Password” shall mean any string of letters designated and registered by a Member itself with respect to the Services for the confirmation of the identification of the Member and its rights protection and secrets protection.
• “Laws and Regulations” shall collectively mean any and all treaties, laws, government ordinances, rules and regulations, orders, circular notices, announcements, stipulations by any judicial branch and/or administrative body, regulations of local government, guidelines and any other rules and regulations established domestically and internationally.
• “Anti-Social Forces” shall collectively mean any organized crime group, any member of any organized criminal group, a person who has not passed five years after its having been out of a member of any organized criminal group, a quasi-member of any organized criminal group, any enterprise related to any organized criminal group, any corporate extortionist, etc., any entity or person acting in the name of social activism, any criminal group of specific intelligence, etc. and any other person or entity similar to any of the above.
• “Confidential Information” shall mean any and all information with regard to any of the Company’s technical, sales, operational, financial or institutional matters or any other matter provided, disclosed or made available in writing, orally or via any recording media, etc. by the Company to the Member with respect to the Services; provided, however, that any of the followings shall be excluded from the Confidential Information:
1) Any information that has become publicly known or has become known by the Member upon having been provided or disclosed by the Company or become known by the Member;
2) Any information that has become publicly known without any reason attributable to the Member 3 after having been provided or disclosed by the Company or become known by the Member;
3) Any information duly obtained by the Member without any obligation of confidentiality from any third party who has any authority to provide or disclose; or,
4) Any information developed solely by the Member without any Confidential Information.

• Article 3 (Change of the Terms)

• The Company may change any of the Terms without any prior notice to the Member.
• In case of changing any of the Terms, such a change of the Terms shall become effective upon the Company’s putting the Terms after such changing into any of the Websites with respect to the Services. In case any of the Terms is changed, the Member shall access to or use the Services in accordance with the Terms after such changing.

• Article 4 (Registration)

• Any person or entity who wishes to access to or use the Services (hereinafter referred to as “Applicant”) shall, in accordance with any manner designated by the Company after accepting and agreeing the Terms, make a registration application by inputting into the registration form designated by the Company any item designated by the Company, including, but not limited to, its name and email address, etc. (hereinafter referred to as “Member Information”), and the member registration shall be regarded as completed upon the Company’s acceptance and agreement to such a registration application. In addition, upon a registration application, any Applicant shall provide the Company with any material required by the Company.
• Any registration application shall be made by the Applicant itself who will access to or use the Services, and any registration application made by its agent shall not be permitted. In addition, upon a registration application, any Applicant shall provide the Company with any true, accurate and latest information on the Applicant itself.
• The Company may refuse and/or withhold any registration application in case the Company determines that an Applicant making its registration application in accordance with Article 4.1 corresponds to or threatens to correspond to any of the followings:
1) The Company determines that the Applicant is in danger of breaching any of this Terms of Services, the Travel Agency Act or any other laws and regulations, etc.;
2) All or any of registration information provided by the Applicant to the Company is false, erroneous or erroneously omitted;
3) The Applicant is a person or entity whose membership as a Member of the Services was rescinded in the past;
4) The applicant is not a person or entity doing travel agency business in a country in which the applicant has its address of head office or its main office in accordance with the laws and regulations of the above country; or,
5) Otherwise, the Applicant is not appropriate for the registration as a Member of the Services.
• The Applicant hereby represents and warrants that it is a person or entity doing travel agency business in a country in which the applicant has its address of head office or its main office in accordance with the laws and regulations, etc. of the above country.
• The Applicant shall be regarded as obtaining its membership as a Member of the Services upon the Company’s transmitting its acceptance and agreement to the registration application of the Applicant, upon which the Service Use Agreement shall become effective.

• Article 5 (Change of Member Information)

• In case any change occurs to any of the Member Information, the Member shall, without delay in accordance with any manner designated by the Company, notify the Company of any changed Member Information and provide the Company with any material required by the Company.
• In case the Member fails to do the procedures to change the Member Information in accordance with the Article 5.1 above, the Company may handle any matter hereunder in accordance with the Member Information before any change, and the Company shall not be liable for any disadvantage of the Member arising out of or in connection with the above failure of the Member.

• Article 6 (Control of ID and Password)

• The Member shall control any of its ID and Password at its own individual responsibility, and such ID and/or Password shall not be used by, lent to, transferred to, changed the name of the Member into, sold to or otherwise disposed to, any third party.
• The Member shall be solely responsible for any divulgation or misuse, etc. of any ID and/or Password, and the Company shall not be responsible for the above.
• The Member shall notify the Company of any thievery by or use of any third party of any ID and/or Password immediately upon such thievery or use, and the Member shall be subject to any instruction of the Company thereon.

• Article 7 (Delivery of Statutory Documents via Internet)

• The Company may, instead of providing any document containing of contents of agreement stipulated in Article 30.1 of the Travel Agency Act, provide the Member with any information to be written in the above document, in accordance with Article 30.2 of the above Act, by either way of the followings, and the Member hereby accepts and agrees in advance to the above:

• By way of putting the information into any of the Websites, which shall be downloaded by the Member; or,
• By way of emailing the information to an email address registered by the Member.

• Article 8 (Payment)

• The Member shall make any payment to the Company with respect to the Services in accordance with any way and/or terms and conditions designated by the Company; provided, however, that any cost or expense, etc. with respect to such payment shall be borne by the Member.

• Article 9 (Payment of Fees on Change/Cancel of Booking, etc.)

• The Member shall make any payment to the Company, in accordance with any manner and/or terms and conditions designated by the Company, of any fee arising out of or in connection with any change or cancel of any booking or reservation by the Member; provided, however, that any cost or expense, etc. with respect to such payment shall be borne by the Member.

• Article 10 (Cancellation of Membership)

• If the Member wishes to cancel the membership as a Member, the Member shall apply for such cancellation to the Company in accordance with any manner designated by the Company. In case the Company accepts and agrees the above application, the Service Use Agreement between the Member and the Company shall be regarded as terminated upon the Company’s cancellation of the registration of the Member.

• Article 11 (Cancellation, etc. of the registration as a Member)

• The Company may, without any prior notice, impose a limitation to any access to or use of the Services by a Member or cancel the membership registration of the Member in case the Company determines that the Member corresponds to or threatens to correspond to any of the followings:
  
1)If the Member corresponds to any item stipulated from 1) to 5) of Article 4.3;
2)If the Member breaches any item stipulated from 1) to 9) of Article 12;
3)If the Member fails to make any login to the Websites for more than or equal to one year, under which the Member is not expected to access to or use the Services;
4)If any filing is made for the commencement of bankruptcy procedure, civil rehabilitation procedure, corporate reorganization procedure or special liquidation procedure against the Member, or any of the above filings is made by the Member itself;
5)If any filing is made against the Member for any attachment, preliminary attachment, preliminary injunction or public auction, or any tax delinquency collection order or any other public authority order is made against the Member;
6)If the Member passes a resolution for its dissolution or its transfer of all or any important part of its business;
7)If the business standing of the Member gets worse; or,
8)If, otherwise, it is not appropriate to continue the membership registration of the Member.
• The Company shall not be responsible for any damage incurred by the Member arising out of or in connection with the Company’s imposing any limitation to any access to or use of the Services by the Member or cancelling the membership registration of the Member.
• In case the Member corresponds to any item stipulated from 1) to 8) of Article 11.1 above, the Member shall become immediately due and payable for any payment payable to the Company without any notice or demand of the Company, and the Member shall be immediately payable for the above payments.
• In case the Company cancels the membership registration of the Member in accordance with Article 11.1 above, the Service Use Agreement between the Company and the Member shall be immediately regarded as terminated.

• Article 12 (Prohibited Matters)

• The Member shall be fully prohibited from doing any act corresponding to or threatening to correspond to any of the followings:

• any act breaching the Terms, laws and regulations, etc. or public policy;
• any act inputting any false information upon the application for the membership registration as a Member or the change of the contents of its membership registration;
• any act interfering any server or network system of the Services;
• any act unreasonably making an inquiry or demanding against the Company or otherwise any act obstructing or interfering the Company’s handling of the Services or any other Member’s access to or use of the Services;
• any act corresponding to any libel, insult or defamation to or otherwise infringing any proprietary right or any other right or credit of, any other Member, any other party or the Company;
• any act causing any disadvantage or damage against any other Member, any other party or the Company;
• any act applying for or doing more than one membership registration by the Member;
• any act supporting, encouraging or recommending any act stipulated from 1) to 7) above; and,
• otherwise, any act the Company determines as inappropriate.

• Article 13 (Suspension, etc. of the Services)

• The Company may impose a limitation or suspend to the Member’s access to or use of all or part of the Services, without any prior notice to the Member, in case of any regular or extraordinary system checking, any expansion or replacement of equipment, any contingency of any network failure, etc. or any other circumstances including, but not limited to, any commencement of new services and any amendment and change of the Services, etc.
• The Company may, at its discretion, change all or part of the Services without any prior notice to the Member.
• The Company may, at its discretion, terminate all or part of the Services; provided, however, that the Company will notify in advance the Member thereof.
• The Company shall not be liable for any damage incurred by the Member arising out of or in connection with any measure of the Company under this Article 13.

• Article 14 (Responsibility on the Member’s use of the Services)

• The Member shall be solely liable for its access to or use of the Services, and the Member shall assume any and all responsibilities for any of its act and its result with respect to the Services.
• The Member shall, immediately after the Company’s request, indemnify and hold the Company harmless from any direct or indirect damage (including, but not limited to, any attorneys’ fees) arising out of or in connection with the Member’s access to or use of the Services (including, but not limited to, any case that any third party makes any claim to the Company arising out of or in connection with the Member’s access to or use of the Services).

• Article 15 (Disclaimer)

• The Company shall not be regarded as making any warranty on any safeness, credibility, accuracy, assuredness, completeness, usefulness, purpose-fitness or any non-existence of any defect, error or bug, etc. with respect to security, etc.
• The Company shall have no concern with any information containing of any website of any third party linked from any of the Websites and/or any of the Services, etc., and the Company shall not be liable therefore.
• The Company shall not be liable for any matter arising out of or in connection with the Websites including, but not limited to, any provision of any information under or any delay, change, suspension, discontinuation or abolishment of, the Websites or the Services, or any damage incurred by the Member arising out of or in connection with the Services.

• Article 16 (Belongingness of Rights)

• Any and all ownerships, intellectual property rights and any other rights arising out of or in connection with the Websites and/or the Services shall belong solely to the Company or any party who grants any license to the Company, and therefore, any grant of the Member’s access to or use of the Services in accordance with the membership registration under this Terms of Services shall not be construed as any grant of license of any intellectual property right of the Company or any party who grants any license to the Company with respect to the Websites or the Services.
• The Company may, at its discretion without charge, exploit and use (including, but not limited to, any reproduction, copy, alteration and public transmission and any sub-license to any third party), throughout the universe, any text, graphic, motion picture and/or any other data contributed or otherwise transmitted by the Member under the Websites or the Services. The Member hereby acknowledges and confirms that any text, graphic and motion picture and any other data contributed or otherwise transmitted by the Member may be distributed via any other outside media, etc. or be made available via any other outside website, and furthermore, such data, etc. contributed or otherwise transmitted by the Member may thereafter become impossible to be altered or deleted, etc. by the Member, and the Member shall not make any assertion or objection thereto.

• Article 17 (Confidentiality)

• The Member shall use any Confidential Information solely for the purpose of accessing to or using the Services, and shall not distribute, disclose or leak any Confidential Information of the Company to any third party without any written consent of the Company.
• Regardless of the Article 17.1 above, the Member may disclose any Confidential Information in accordance with any order, demand or request of any laws and regulations, any court or any administrative body; provided, however, that the Member shall notify the Company thereof immediately upon the Member’s receipt of such order, demand or request.
• In case the Member wishes to reproduce or copy any document or magnetic record media, etc. containing of any Confidential Information, the Member shall obtain the prior written consent of the Company, and the Article 17.1 above shall be applied to such reproduction or copy.
• Immediately after every request of the Company, in accordance with the instruction of the Company, the Member shall return to the Company or abolish any Confidential Information, any document or other recording media containing of any Confidential Information and any of their reproductions and copies.

• Article 18 (Removal of Anti-Social Forces)

• The Member hereby represents that the Member does not correspond to any of the followings and further hereby warrants and covenants that the Member will not correspond to any of the followings:
  
1)The Member itself, any of its officers (including, but not limited to, its director, executive officer and auditor, etc.) or any of its employees corresponds to any of the followings:
a) any of the Anti-Social Forces; or,
b) any group that threatens to encourage doing any violent interaction, etc., any member of such a group, or any person or entity having any transaction with such a group.
2)Any business the Member does is under the control of any Anti-Social Forces;
3)The Member uses any force of any Anti-Social Forces with respect to any business the Member does;
4)The member provides any fund to, afford any facility to, deals on a priority basis with or otherwise has any relationship with, any Anti-Social Forces; or,
5)Any access to or use of the Services by the Member encourages any activity of or contributes to any management of, any Anti-Social Forces.
• The Company may immediately cancel the membership registration of a Member without any notice or request in case the Member corresponds to any of the followings:
1)if the Member breaches any of the Article 18.1;
2)if the Member itself or its designated party makes any of the followings:
a)any abuseful demand against the Company or any other third party;
b)any unreasonable demand beyond legal responsibilities against the Company or any other third party;
c)any extortionate statement or abuseful demand against the Company or any other third party;
d)any spreading of false information or any use of fraudulent means or force, etc. to obstruct any of the Company’s businesses; or,
e)otherwise, any other act similar to any item of this Article 18.2.
• In case the Company cancels the membership registration of the Member in accordance with the Article 18.2 above, the Service Use Agreement between the Company and the Member shall be immediately regarded as terminated.
• Even though the Company cancels the membership registration of the Member in accordance with the Article 18.2 above, the Company shall not be liable for any damage incurred by the Member.

• Article 19 (Non Assignability)

• The Member shall not assign, transfer, set any security interest on or otherwise dispose, all or part of any contractual status under or any rights or obligations arising out of or in connection with, the Service Use Agreement; provided, however, that the Member may assign any right with respect to any travel service or commodity under the Services to any traveler who is a client of the Member.
• In case the Company assigns or transfers to any third party all or part of its businesses with respect to the Services, the Company may, at the same time, assign and transfer to the assignee of the above business transfer any contractual status under or any rights or obligations arising out of or in connection with the Service Use Agreement or any registration information or other information on the Member, and the Member hereby accepts and agrees in advance such assignment and transfer above; provided, however, that the above business transfer shall include not only any normal business transfer but also any assignment or transfer of any business of the Company, including, but not limited to, any corporate divestiture, etc.

• Article 20 (Remaining Provisions)

• In case of any expiry or termination of this Terms of Services in accordance with any reason whatsoever, the Articles of 5.2 (Change of Member Information), 6 (Control of ID and Password), 8 (Payment), 9 (Payment of Fees on Change/Cancel of Booking, etc.), 11.2 and 11.3 (Cancellation, etc. of the registration as a Member), 13.4 (Suspension, etc. of the Services), 14 (Responsibility on the Member’s use of the Services), 15 (Disclaimer), 16 (Belongingness of Rights), 17 (Confidentiality), 18.4 (Removal of Anti- Social Forces), 19 (Non Assignability), 20 (Remaining Provisions) and 22 (Governing Law and Jurisdiction) hereunder shall maintain and keep in full force and effect.

• Article 21 (Mutual Consultation)

• The Company and the Member shall make their mutual consultation in good faith to resolve any matter not stipulated herein or any difference or discrepancy between the parties on the construction of any provision hereunder.

• Article 22 (Governing Law and Jurisdiction)

• The Service Use Agreement shall be governed and construed in accordance with the laws of Japan, and any dispute arising out of or in connection with the Service Use Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court of Japan as the first-instance court.

• Established on May , 2019.
  

• Hanatour Japan Co., Ltd.