Terms and Conditions

1 Purpose The Terms and Conditions is to set forth the relationship between Our Company and Members associated with the usage of the Service and the relationship between Members associated with Members’ Transactions. 2 Definition In the Terms of Use, the following terms shall have the meaning set forth below. (1) “Our Company” refers to Transmart, Inc. (2) “Site” refers to “TRANSMART” internet site managed by Our Company. (3) “Service(s)” collectively refers to the services provided by Our Company on the Site. (including, but not limited to intermediary services of concluding Members’ Agreements and payment agency business). (4) “User(s)” refers to an individual or entity (including Members) who use the Site. (5) “Members” refers to Users who are registered as Members in accordance with Article 5. (6) “Member Registration Information” refers to information registered in Our Company by Members. (7) “Client” refers to the Members requesting or trying to request for Job Order(s) through Members’ Transaction. (8) “Translator” refers to a Member who undertakes or has a willingness to undertake Job Order(s) through Members’ Transactions. (9) “Job Order” refers to each specific business entrusted through Members’ Transactions. (10) “Job Order Request” refers to the application of Jobs requested by Clients to Translators. (11) “Members’ Transactions” refers to transactions that uses the Services provided by Our Company and carried out among Members through the Site. (12) “Members’ Agreement” refers to the contract made and entered by and between the Members for Members’ Transactions. (13) “Remuneration” refers to the consideration for Job Order to be paid by the Clients to Translators. 3 Terms and Conditions (1) The User shall use the Site with a full understanding of the Terms and Conditions, and shall be deemed to have agreed to comply with the Terms and Conditions for using the Site. (2) The Terms and Conditions shall be applicable to all acts of use of the Site by the User. (3) Unless agreed otherwise, the Terms and Conditions shall be applicable to the use of the Service between Our Company and Members. (4) The Terms and Conditions shall be applied to Members’ Transactions between Members. (5) The Terms and Conditions are subject to change, addition or deletion without notice at the discretion of Our Company. Any changes, addition or deletion of the Terms and Conditions will be effective when Our Company posts the changes, additions or deletions on the Site. The User shall be deemed to have accepted the changes, additions or deletion of these terms while using the Site after such changes. Our Company shall not be held liable for any User as a result of the changes in the Terms and Conditions. 4 Site (1) Our Company shall operate the Site as an internet site and approve use of the Site by Users. (2) Our Company shall monitor in an appropriate manner at our sole discretion, whether or not the User uses the Site properly, and the User agrees to it. (3) We reserve all proprietary rights, intellectual property rights, and other rights related to images, text, programs provided by Our Company on the Site. The approval of usage for Users in the preceding paragraph does not mean granting a usage license of the rights above. (4) The User grants usage rights to Our Company to use any images, text and programs created, registered, provided or posted by the User on the Site free of charge for the purpose of advertising the Services, and agree not to enforce any such moral rights of authors or other rights of Users. (5) The Users shall make their own judgment and take their own responsibility when accessing the Site, using it, browsing, and downloading documents, images, graphics, audio etc. For security, Our Company will run standard virus checks on incoming files from Users but this does not constitute any form of guarantee. Our Company takes no responsibility for damage to User hardware or software incurred from computer viruses. (6) This Site may be changed, modified or deleted without prior notice at our discretion. Any changes, addition or deletion in the Site will be effective when Our Company posts the changes, additions or deletions on the Site. By using the Site after the changes, additions, deletions are made on the Site, the User acknowledges his/her consent to the Terms and Conditions. Our Company does not assume any responsibility as a result of the changes in the Site. 5 Members (1) The Users who have submitted a Member Registration application and have been screened by Our Company and registered as a Member are regarded as Members. (2) A User who intends to become a Member as a Client can enter the prescribed Member Registration Information from the Client registration form on the Site and submit a Member Registration application. (3) A User who intends to become a Member as a Translator can enter the prescribed Member Registration Information from the prescribed Translator registration form on the Site and apply for Membership. (4) The Member Registration application mentioned in the preceding two paragraphs cannot be performed by a person any other than a User who intends to be a Member (a person who has external representative rights or one who has been legally commissioned by that person). A User who intends to be a Member must register true, accurate, up-to-date Member Registration Information, at the time of Member Registration application and after Member Registration application. Our Company does not assume any responsibility for the accuracy of the information registered by the Member towards the Member or any other person. (5) Our Company may review the Member Registration application, and determine whether or not to register the user as a Client or a Translator in accordance with the Member Registration application, and the approved applications are registered as Members. (6) To be eligible for Membership, a person must meet the following conditions: 1. Must be 18 years or above. 2. If there are legal restrictions on legal action, in order to lawfully and efficiently use the Site, comprehensive permission and approval regarding use of the Site must be obtained. 3. Must have a valid e-mail address. 4. To become a Member as a Translator, one must not already be registered as a Translator. To become a Member as a Client, one must not already be registered as a Client. 5. Agree to all the provisions in the Terms and Conditions. 6. Not be associated with anti-social forces as provided for in Article 14. (7) The Members shall be given a Member Account with an ID and password to use the account, and the Members can transact among Members as a Client or a Translator using the Services through the Member Account, in accordance with the registration. The Member shall manage the ID and password on his/her own responsibility and ensure that the ID and password are not lost or stolen. Our Company and the other Members shall consider those who act by using the Member Account with ID and password as the owner of the Member Account, and shall not assume any responsibility towards the Members as a result. (8) A Member is obligated to comply with the Terms and Conditions, Members’ Agreement, and other applicable laws and regulations such as intellectual property laws, anti-monopoly laws, delay in payment to subcontractor laws, labor laws, immigration laws, tax laws and others. In the event of breach of compliance with the above obligations by Members, Our Company can stop the use of the Services and the Site for the said Member and Our Company shall not assume any responsibility towards the Member for the results. (9) A Member shall not transfer, mortgage or dispose otherwise to a third party in whole or in part of the contractual status or own rights and obligations based on the Terms and Conditions. (10) If Our Company determines that the following events apply to the Members, Our Company can cancel the Membership of such registered Members. In the event of cancellation of Membership, Our Company does not assume any responsibility towards the Member whose registration has been canceled as a result. 1. When it has been revealed that the conditions of a Member cannot be met or no longer meets the criteria. 2. When false information has been determined in the Member Registration Information. 3. When a Member is unable to receive e-mails from Our Company. 4. When a Member has committed an act in violation of the Terms and Conditions. 5. When it is determined as inappropriate to maintain the registration of Member by Our Company. (11) A Member can unsubscribe by following the procedure mentioned in the specified page on the Site. However, a Member cannot unsubscribe when Members’ Transactions (including unsettled Remuneration in addition to incomplete Job Order) are in progress with Members as parties concerned. Even if a Member unsubscribes, he/she cannot be exempt from the Terms and Condition and contract concluded among Members. When a Member unsubscribes without performing proper withdrawal instructions by the payment procedure of the outstanding amount of payment which Our Company shall pay to the Member , the Member is considered to have abandoned all of the rights to claim for the aforementioned outstanding payment from Our Company. 6 General Rules of the Service (1) Our Company will provide the Services on the Site for Members. The content of the Services are primarily as follows, and other services are presented on the Site. 1. Intermediary services of Member’s Agreement 2.Payment agency business for payment from Clients to Translators for Member’s Transactions (2) Members agree that Our Company shall monitor in an appropriate manner whether or not the Services are used properly at our discretion. (3) The Members are obliged to pay all the Service usage fee stipulated by Our Company as consideration for the Service. (4) The standard time for using the Service shall all be managed by servers of Our Company, and the time displayed on the Site shall be considered as standard time. (5)The Services may be changed, added or stopped without prior notice at our discretion. Any changes, addition or deletion in the Site will be effective when Our Company posts the changes, additions or stoppage on the Site. By using the Site after the changes, additions, stoppage are made on the Site, the User acknowledges his/her consent to the Terms and Conditions. Our Company does not assume any responsibility as a result of the changes in the Site. 7 General Rules of Members’ Transaction and Members’ Agreement (1) By using the Service, a Member can perform Members’ Transaction of business activities by considering himself/herself as a Client and other Members as Translators, or by considering himself/herself as a Translator and other Members as Clients. (2) The Members’ Agreement is a contract to which the Member is a party, and under no circumstances does Our Company become a party to the contract. The legal binding Members’ Agreement only binds the Member who is a party to the contract and does not extend to Our Company. Our Company does not guarantee or confirm contents, quality accuracy, legality etc. of business conduct and other deliverables of Members’ Transactions, and Our Company does not assume any responsibility for the failure to perform Job Order obligations by the Translator in Members’ Transactions, or liability for defect warranty in Job Order deliverables provided by the Translators, or any other result occurred during the Members’ Transactions. (3) The Members’ Agreement is an outsourcing agreement. The Members’ Agreement must not in any manner be regarded as an employment relationship or dispatch relationship, and the Client cannot supervise or give instructions as a worker for business content or specific execution of Job Order to the Translators. Even if there is a promise to consider the Members’ Agreement as an employment relationship or dispatch relationship, Our Company does not approve and does not assume any responsibility for any results of such promise. (4) The conditions of Members’ Transactions shall be in accordance with the extent specified in the Terms and Condition and Members’ Agreement. If there is no provision, the conditions shall be in accordance with the Civil Code or other laws and regulations. (5) In the Members’ Agreement, a special agreement different from the Terms and Condition can be stipulated by an agreement between the parties of the Members’ Agreement. However, Our Company is in no way concerned with the contents, effectiveness, existence of such contracts, and does not assume any responsibility for any results occurring due to the contract. (6) Once the contents of the Members’ Agreement have been concluded, changes cannot be made as a rule. When the Member separately makes changes to the agreement, such changes bind the Members and are not binding Our Company. Our Company is not obligated when obligations such as payment agency business etc. are fulfilled on the basis of contents in the agreement concluded in the beginning. However, Our Company is in no way concerned with the contents, effectiveness, changes in such contracts, and does not assume any responsibility for any results occurring due to the contract. (7) The standard time for Members’ Transactions shall entirely be managed by the server of Our Company, and the time displayed on the Site shall be considered as standard time. (8) All the taxes (addition of consumption tax, collection of withholding tax, and including such but not limited to) on transfer of Remuneration for Members’ Transactions shall be directly processed by Members. Our Company is in no way concerned about the processing of such taxes, and does not assume any responsibility for the results occurring due to such processes. (9) The rights related to deliverables of Job Orders from Members’ Transactions shall be transferred from the Translator to the Client at the same time when Remuneration is paid from the Client to the Translator. In addition, the Translator shall not undertake to further exercise moral rights or own rights, at the same time when Remuneration is paid from the Client to the Translator. (10) The Client and Translator agree with Our Company to display Job Order deliverables from the Members’ Transactions, for the purpose of introducing the Services on the Site. (11) Our Company only has the following status in regards to Members’ Transactions commissioned by the Client and Translator. 1. Trustee of intermediary services of agreement concluded among Members 2. Trustee of payment agency business for payment from Client to Translator in Members’ Transactions. (12) Prior Section 2. Regarding payment from Client to Translator during user transactions, when a Client uses a credit card for settlement, Our Company, as a member merchant, receives payment from the Client. In this case, the rights to settlement claims are based on the agency consignment contract between the Client and Our Company. It is not based on the compensation claims made during negotiations between Client and Translator. (13) A Member shall not transfer, mortgage or dispose otherwise to a third party in whole or in part of the contractual status or own rights and obligations based on the Members’ Agreement. 8 Payment Procedures of Remuneration (1) Based on the Terms and Condition, the payment made by Our Company to the Members can be done through remittances from financial institutions specified by Our Company to the account in a financial institution under the name of Member. The Member must specify an account in a financial institution under the name of Member as a trading bank account to Our Company such that remittances can be done from the financial institution specified by Our Company. Our Company shall not assume any responsibility for the losses and expenses incurred by the Member for non-payment by Our Company when the Member does not specify such an account. (2) The unpaid Balance of all payments that should be made by Our Company to Members shall be displayed at any time. (3) The dateline for deliverables will be set at midnight on the end of every month, and the total Remuneration for all successful deliverables will be calculated and transferred to the account of the Member on the last day of the month following the deadline (preceding Bank Business Day, if the last day falls on a bank holiday). All bank transfer charges will be borne by the Member. (4) All bank transfer charges in regards to making payment to Our Company will be borne by the Member. (5) In case of any events listed below in regards to Members’ Transaction, the payment agency services for the Members’ Transaction shall be terminated, and a full refund of all advanced payments shall be made to the Client, regardless of the provisions in the Terms and Conditions. The bank transfer charges at the time of refund will be borne by the Client. 1. When Members’ Transaction is canceled by mutual agreement between both parties and Our Company confirms the cancelation by both parties; 2. When Our Company checks with both parties of the Member’s Transaction by the information from a party of the Member’s Transaction, and Our Company recognized that there is a conflict in understanding among the parties on whether fulfillment of the obligation was in accordance with the purpose; 3. When the state of no-communication continues for more than a week despite Our Company or either party to Members’ Transaction contacting the other party through normal means of contact in the Service, after the conclusion of Members’ Agreement; 4. When Our Company determines that it is inappropriate for Our Company to withhold the payments that were paid in advanced. (6) It is prohibited for Members to directly give or receive the Remuneration for Members’ Transaction. When a Member directly gives or receives Remuneration for Members’ Transaction, the Member shall pay the equivalent of the Job Order Cost or 100 million Rupiah (whichever is greater) as penalty towards Remuneration for Members’ Transaction. (7) When payment is made or amount is refunded based on this section, Our Company does not assume any responsibility thereafter for the payment of Remuneration among the parties. 9 Confidentiality (1) The Confidential Information of the Services between Our Company and Members or Members’ Transaction (in this section referred to as “Service”) is the information to be disclosed directly or indirectly by Our Company or Members (hereinafter, the person disclosing of Confidential Information is referred to as “Disclosing Party”) to the other party (hereinafter, the person receiving disclosure of Confidential Information is referred to as “Receiving Party”) for the Services, and corresponds to the following items. 1. Information disclosed in writing, electromagnetic recording medium or other tangible media, which Disclosing Party displays that the information disclosed is Confidential Information on the media at the time of disclosing the information. 2. Information disclosed orally or by means other than those in preceding paragraphs, and the Disclosing Party specifies that the information is confidential at the time of disclosure, and furnishes written, electromagnetic recording medium or other tangible media within 30 days of disclosure which indicates the outline of disclosed information and that the information disclosed is confidential. (2) Notwithstanding the preceding paragraphs, the following types of information shall not be treated as Confidential Information. 1. Any information that is already known to public or is publicly available at the time of disclosure. 2. Any information that becomes publicly known or publicly available after the disclosure without any fault of the Receiving Party. 3. Any information that can be proved to have been known by the Receiving Party at the time of disclosure. 4. Any information that can be proved to have been developed independently by the Receiving Party without using Confidential Information. 5. Any information that is duly obtained by the Receiving Party from a third party under no confidentiality obligation regardless of before or after disclosure. (3) The Receiving Party must strictly manage Confidential Information of the Disclosing Party by appointing a manager and restricting people having access to the information. (4) The Receiving Party can use Confidential Information of the Disclosing Party only for purposes of this agreement, and shall not use for any other purposes. (5) The Receiving Party must not disclose the Confidential Information of the Disclosing Party to third parties without the prior written consent of the Disclosing Party. However, even in cases where prior written consent of the Disclosing Party has been obtained, and in the event of disclosing Confidential Information to third parties, the Receiving Party shall take necessary measures to prevent the leakage of Confidential Information such as imposing an obligation of confidentiality on such third parties in the same manner as set forth in this agreement. (6) Notwithstanding the provisions of the preceding paragraph, the Receiving Party will be able to disclose Confidential Information of the Disclosing Party in the following cases. 1. Disclosing information to employees, lawyers, accountants and other specialists of the Receiving Party after placing an obligation of confidentiality identical as prescribed in this agreement. 2. Disclose as much as required on the basis of legitimate laws and regulations for the court, administrative authorities, other public institutions, and financial instruments exchange etc. However, in this case, maximum efforts must be taken for disclosure of minimum necessary as well as notify the same to the Disclosing Party. (7) In case of a request from the Disclosing Party upon termination of the agreement, the Receiving Party must return the original and duplicate media of Confidential Information according to the instructions of the Disclosing Party, or must notify the Disclosing Party after destroying the information. (8) In the event of failure to comply with the obligations set forth in this section, the Receiving Party must compensate for the damages caused in the normal range to the Disclosing Party. (9) This section shall remain effective even after the termination of the Services. 10 Personal Information Management (1) Our Company shall manage the registered information or other personal information in accordance with the ” Privacy Policy“. (2) When a Member obtains the personal information of other Members, the Member shall manage such personal information in accordance with the “Privacy Policy” separately provided by Our Company. Our Company does not assume any responsibility for the management of personal information of other Members by a Member. 11 Notification (1) Communication made by Our Company to Members or the communication among Members will be done by e-mail to the e-mail addresses mentioned in the registered information. Communications sent by e-mail, excluding the case when rejected by mail servers, shall be considered as reached the other party at the same time when the e-mail was sent. Our Company does not assume any responsibility for non-arrival of communication due to incorrect registered information. (2) Communication made by the Members to Our Company shall be via e-mail or inquiry form. 12 Prohibitions The User MUST NOT (1) Infringe or take any act which may infringe intellectual property rights such as trademark rights, copyrights of Our Company, other Users or third parties. (2) Infringe or take any action which may infringe on properties, privacy or portrait rights of other Users or third parties. (3) Provide personally identifiable information such as name, address, phone number, e-mail address of particular individuals to third parties. (4) Register multiple e-mail addresses of one User and register as a Member redundantly. (5) Register as a Member in place of a person whose Membership was discontinued or disabled. (6) Mentally abuse or discriminate other Users or third parties, or defame/tarnish the honor or trust of another person (7) Make unlawful access, attempt to make unlawful access, make unlawful damage, attempt to make unlawful damage, insert malicious or harmful code, attempt to insert unlawful or malicious code, or access the Service and alter or delete, or attempt to alter or delete Members’ data. (8) Impersonate another person or Our Company (including tampering e-mail header portions to commit fraud) (9) Send harmful computer programs or let others be vulnerable to it. (10) Send unauthorized messages or electronic e-mails (hereinafter referred to as e-mails, including repulsive e-mails) such as advertising, publicity, solicitation etc.; Obstruct others from receiving e-mails; Request transfer of chain mails and subsequent forwards of such requests. (11) Access facilities of another person or facilities of the Service (communication equipment, electronic computer, other devices and software arranged to provide the Services by Our Company, hereinafter the same) without authorization, or impact the usage or operations by sending mass mails, DOS attacks or port scan. (12) Distribute information, devices, software etc., to avoid or cancel access control functions of server etc. (13) Obtain Member Registration Information of other persons without obtaining their consent, or by fraudulent means (including so-called phishing and similar means). (14) Perform business operations using the Service, use the Service for the purpose of profit, or use the Service for its preparation, except when prior written approval has been obtained. (15) Use the Service without fulfilling proceedings, when submission to regulatory authorities must be done in accordance with the laws, and mandates procedures to obtain approval etc. Must also not perform other acts that violate or are likely to violate the laws and regulations. (16) Interfere with the administration of the Service. (17) Obstruct exchange or sharing of information led by other Users or third parties. (18) Create disadvantage to Our Company, Users or other persons such as damage of trust or infringement of property rights. (19) Disrupt Our Company by making phone calls for a long period of time, excessive repetition of similar enquiries, or force without reason or obligation, and interfere significantly in the business of Our Company. (20) Request for description that provide misleading information for products and services as more advantageous and better than the actuals. (21) Violate the laws or the Terms and Conditions, in addition to the aforementioned items. (22) Breach or abuse public policy (including transmission or display of brutal images and information that are likely to induce or encourage violence). (23) Put links on other sites with the purpose of promoting acts (including cases where another person performs these acts) falling under any of the aforementioned items. (24) Perform acts that Our Company determines as inappropriate for Users. 13 Dealing with Violations (1) If Our Company determines that the acts of the User are contrary to the Terms and Conditions, then Our Company may take the necessary measures at its own discretion such as suspend the Service, cancel Membership, deny access to the Service, delete, change or restrict disclosure of information posted such as profile etc. or posts in online bulletin in whole or in part. (2) We do not accept any queries or complaints related to the actions of Our Company based on the preceding article. Our Company does not assume any responsibility for any losses incurred by the said measures to the User on the basis of action of Our Company in the preceding article. (3) When acts such as violation of the Terms and Conditions etc., of User cause damage to Our Company (including the case where damage is caused to a third party, and Our Company has compensated for the damage), the User shall be held liable to compensate for all such damages. 14 Exclusion of Anti-Social Forces (1) The Members warrant that he/she, officers or other employees do not have any relationship with anti-social forces, and do not fall into any one of the following, now or in the future. 1. Organized crime group 2. Any member of organized crime group 3. Any person quitting a member of organized crime group but five (5) years has not passed since then. 4. Any person that acts or behave by making use of the influence of organized crime group 5. Any company known to have ties with organized crime group 6. Corporate racketeers, political racketeering organization etc. 7. Any other persons, group, or organizations in association with the above. (2)The Members warrant that he/she does not have any relationship with antisocial forces mentioned in the preceding article or those who are closely related to anti-social forces, and do not fall into any one of the following, now or in the future. 1. Relationship of domination by anti-social forces 2. Relationship in which anti-social forces are substantially involved in management 3. Relationship in which funds are provided to anti-social forces or extended facilities 4. Other socially stigmatizing relationship with anti-social forces. (3) The Members warrant that he/she or third parties have not committed any of the following acts. 1. An act of making violent demands 2. An act of making unreasonable demands beyond the legal responsibility 3. An act of threatening behavior with respect to trade or an act of violence 4. An act of interfering with the business by spreading rumors, and damaging the credits of other party using power or fraudulent means. 5. Any other act corresponding to the above items (4) If it is determined by Our Company that investigation is required for appropriate judgment of the preceding three paragraphs, the Member must cooperate in the investigation and must submit the materials determined as necessary. (5) If it is determined by Our Company that the Member belongs to anti-social forces, Membership of the person can be canceled immediately without any notification or fulfillment of obligation to Our Company. (6) If it is determined that the Member belongs to anti-social forces, Our Company can report the said facts to police and other agencies. The Member shall be exempted from the obligation of confidentiality of such reports. 15　Interruption or Termination of the Services (1) Our Company may terminate the Site and the Services by notifying the Members by e-mail. (2) When Our Company determines that providing the Services is difficult due to system failure and maintenance, natural disasters such as fire or power failures, or for technical or operational reasons, the Site and the Services may be terminated immediately without prior notice. (3) Even when the Site and the Services have been terminated, the Member’s Agreement which has already been concluded remains effective. The Members who are a party to the Members’ Agreement must perform the obligations written in the Members’ Agreement. 16 Disclaimer (1) Our Company shall assume no responsibility for any losses or damages incurred by the User for using the Service, such as any losses or damages occurred by cancellation of Member registration, divulging ID and password of Users to third parties, disclosure of Confidential Information by Users, system failure, disruption or interruption of the Services, data loss or leak etc. (2) If a User inflicts damages on a third party through the use of the Services, the User shall indemnify the losses at their own cost and responsibility, and Our Company shall not be held liable for any damages or losses. (3) Our Company shall not assume any responsibility for any damages or losses as a result of transactions that are not intended to be manage transactions between those undertaking and placing orders for the Service. (4) Our Company shall assume no responsibility for any losses or damages incurred by the User even if the User’s computer hardware or software is destroyed from computer viruses etc. that was caused by the User using, browsing, and downloading documents, images, graphics, audio etc. from the Site (5) If the messages and files exchanged on the Service contain personal information, Our Company does not assume responsibility for any damages or losses incurred by the Member as a result of those exchanges. (6) Our Company does not guarantee the identity of Members, and does not guarantee to complete transactions by Translators or Clients. 17 Governing Law The Terms and Conditions shall be governed and construed in accordance with the laws of the Republic of Indonesia. 18 Jurisdiction Any legal dispute between Members and Our Company shall first be addressed by the Tokyo District Court which has been designated as the legal ruling body.