Talkport User Terms of Use

Article1 Applicability

1. These terms of use ("Terms") apply to all use of the Talkport services (referred to collectively as "Service," and including cases where the service name is subsequently changed) provided by seediveinc. ("Company").
2. All notifications, guidelines, warnings on use, and other notifications (collectively, "Notices") sent by the Company to users shall constitute a part of these Terms.
3. Users shall use the Service in accordance with these Terms, and shall not be able to use the Service unless they agree to the provisions of these Terms. Users shall be deemed to have consented to these Terms effective the time they start using the Service.

Article2 Conclusion of Agreement and user information

1. An agreement ("Agreement") between the Company and user regarding use of the Service per these Terms shall be deemed to have concluded when the Company receives an application from the user for use of the Service and approves it (includes notice of opening an account to the user). The Company reserves the right to reject an application at its sole discretion, and bears no liability to disclose to the applicant the reason for the rejection.
2. Where the user is a minor, the user shall obtain the consent of a legal representative or guardian for use of the Service prior to applying for use per the preceding clause.
3. The user shall provide information specified by the Company when applying per the preceding clause. In the event of changes to said information following conclusion of the Agreement, the user shall promptly notify the Company of said changes. The Company waives all liability for damages to the user resulting from the user's failure to make said notice.

Article3 Changes to Terms

Where any of the below apply, the Company reserves the right to change, whether in whole or in part, these Terms without the prior consent of the user.
1. Where the changes to the Terms are in the general interest of users .
2. Where the changes to the Terms do not contradict the intent of the original contract and where the changes are deemed reasonable in light of the need for said changes, the relevancy of the content post-change, or other matters.

Article4 Use of Service

1. After the conclusion of this Agreement, the Company shall grant the user an ID and password to use and manage on the Service.
2. The user shall be responsible for the use and management of his or her ID and password. In using the Service, users consent that the Company deems use of an ID and password to be use of the Service by the user to whom said credentials belong.
3. The user shall not allow a third party to use their ID and password, nor assign, pledge, transfer, or otherwise dispose of them.
4. The user shall promptly respond to requests from the Company to provide materials, information, or other details as necessary for provision of the Service. Even where the Company is unable to provide the Service as a result of a user failing to provide materials, information, or otherwise, the Company waives all liability.
5. The user shall bear all expenses associated with use of the Service, including but not limited to facilities, equipment, and software, and telecommunication line usage fees.

Article5 Service details

1. The Company provides the Service to users as a means of communicating in one-on-one video calls with celebrities and entertainers ("Streamers"). Details of the contents of the Service shall be posted in Notices.
2. Fees for use of the Service shall be displayed in Notices.

Article6 Points

1. The user can purchase points for use on the Service as set forth in Notices. Point fees shall be posted on the point purchase screen. All other expenses associated with point purchases, including but not limited to wire transfer fees, shall be borne by the user.
2. Except where stipulated by law, the user cannot seek a buyback (refund) from the Company for points once they are purchased.
3. The user cannot assign, transfer, or exchange points they have purchased with other users or third parties.
4. The validity period of points purchased by users will be 180 days from the date of purchase. The points will expire at the end of this validity period, and users will not be able to request a refund of any charges in this regard.

Article7 Prohibited acts

In using the Service, users shall not engage in any of the acts below (including acts that induce or prepare for the same).
1. Where a minor uses the Service without obtaining the consent of a legal representative or guardian.
2. Acts that violate laws, regulations, directives, and guidelines that apply to the user.
3. Declaring false or incomplete information when applying for use of the Service.
4. Transmitting false information on the Service.
5. Acts that violate social norms or public order and morals.
6. Acts that infringe on the rights of the Company, Streamers, other users, or third parties.
7. Posting programs, or other acts that damage or interfere with the functionality of hardware and software used by the Company, Streamers, or other users or third parties.
8. Reverse engineering, decompiling, disassembling, or other similar acts of or on the Service.
9. Any act that disrupts or interferes with the functions of the Company's servers or networks.
10. Obstructing operation of the Service.
11. Collecting or accumulating information about Streamers or other users beyond the scope necessary for use of the Service.
12. Duplicating, adapting, publicly broadcasting, or otherwise using Service content (refers to information provided on the Service, including but not limited to video calls with Streamers) beyond the intended scope of use (including but not limited to photography).
13. Use of the Service for purposes other than that for which it is provided.
14. Use of the Service through the IDs and passwords of other users.
15. Obtaining Service IDs and passwords from other users.
16. Providing benefits, whether directly or indirectly, to Anti-Social Forces, members of Anti-Social Forces, associate members of Anti-Social Forces, companies affiliated with Anti-Social Forces, extortionist groups, political racketeering organizations, organized crime syndicates, or equivalent (collectively, "Anti-Social Forces").
17. Damaging the honor or credit of Streamers or other users.
18. Disseminating obscene images, words, or expressions.
19. Disseminating fraudulent, violent, or threatening expressions.
20. Acts that would embarrass or disturb Streamers.
21. Soliciting Streamers to date, or acceding to requests for dating.
22. Disseminating information about dating.
23. Disseminating information about prostitution.
24. Any other act that the Company deems inappropriate.

Article8 Suspension of use and disconnection of communication

1. Where the Company finds that a user has engaged in a prohibited act as set forth in the preceding article, the Company reserves the right to suspend, without prior notice, the user's use of all or part of the Service for a period specified by the Company, terminate ongoing video calls, delete the account in question, or other measures it deems appropriate. Where a Streamer reasonably determines that a user has performed any of the prohibited acts defined in the preceding article during a video call, the Streamer reserves the right to terminate the call.
2. The Company bears no obligation to indemnify users for damages incurred as a result of the measures described in the preceding clause, and shall not refund the fees.
3. In the event that a user causes damages to the Company or a third party as a result of the prohibited acts defined in the preceding article, the user shall be liable for indemnification of any damages.

Article9 Termination and suspension of the Service

1. The Company reserves the right to terminate the Service at its discretion by notifying the user in advance in a manner deemed appropriate by the Company.
2. Where any of the below apply, the Company reserves the right to temporarily suspend, whether in whole or in part, provision of the Service without prior notice to users.
(1) In the case of periodic or emergency maintenance of the Service.
(2) Cases where the system is under heavy access or load due to other causes.
(3) In order to ensure the security of Streamers and/or users.
(4) Where service is not provided by a telecommunications provider.
(5) Where provision of the Service is impeded due to natural disasters, amendments to laws and regulations, or force majeure.
(6) Any other cases equivalent to the preceding items which the Company deems grounds for temporary suspension.
3. The Company shall not be liable for any damages incurred by the user as a result of measures taken by the Company pursuant to this article.

Article10 Details and specifications
The Company may change the contents and specifications of the Service without prior notice, and users shall raise no objection to these changes.
Article11 Consignment
The Company reserves the right to consign all or part of the operations related to the Service to third parties at its discretion.
Article12 Intellectual property rights
Intellectual property rights, including but not limited to patent rights, copyrights, design rights, utility model rights, and trademark rights relating to the Service vest with the Company or the corresponding third party rights holder. Permission to use the Service under this Agreement does not imply a license to use the intellectual property rights therein beyond the required scope.
Article13 Rights to users’ information

1. The Company reserves the right to use information ("User Information") submitted by users when using the Service to the extent necessary for the provision of said Service (refers to all forms of use, including licensing to third parties). For the purposes of preventing criminal acts, torts, and prohibited acts on the Service, and preventing damages resulting therefrom, the Company reserves the right to retain and/or view User Information pertaining to video calls made with Streamers and provide said information to the agencies with which Streamers are affiliated.
2. In accordance with the provisions of the preceding clause, copyrights pertaining to User Information shall not be assigned to the Company.

Article14 Limitation of liability

1. The Service is provided as-is, with each function of the Service provided being that available to the Company at the time of its provision. The Company makes no warranty that the Service is fit for, or conforms to, a specific purpose by the user, that it contains specific or expected functionality, that it achieves the expected results, or that it is free from malfunction.
2. Users shall back up their data at their sole expense and responsibility. Even where data is lost, damaged, destroyed, or deleted in connection with use of the Service, the Company bears no liability, regardless of the cause.
3. The Company bears no liability for any matters disseminated or broadcast by Streamers.
4. The Company shall not be a party to any video call between users and Streamers. The Company bears no liability for issues or disputes between users, Streamers, or third parties. Issues and disputes occurring between Streamers and third parties shall be resolved by the user at his or her sole expense and liability. The user shall not inconvenience the Company, and shall indemnify it for any damages it incurs as a result of the above.
5. Users acknowledge that they shall confirm, at their sole responsibility and expense, that use of the Service does not violate any laws, regulations, notices, guidelines, industry regulations, or other covenants applicable to the user. The Company makes no warranties concerning the above and bears no liability.
6. The Company shall be liable only for damages incurred to the user in connection with the Service if the Company acted willfully or in gross negligence. The Company's liability for damages in connection with the Service shall not exceed the cost of points actually received from the user over the prior three months (converted to 100 yen per point), and limited to direct and actual damages incurred by the user. The Company shall not be liable for any other damages than the above.

Article15 Damages

The user shall be liable for indemnifying the Company and/or third parties for any damages caused to the latter through use of the Service.

Article16 Non-disclosure

1. Users shall not, without the permission of the Company, use information provided by the Company in connection with this Agreement, or obtained from Streamers during video calls (collectively, "Confidential Information"), for purposes other than use of the Service, nor disclose or leak said information to third parties.
2. The terms of the preceding clause notwithstanding, the below information shall not be included in Confidential Information. However, personal information shall be included in Confidential Information even if it corresponds to any of the below.
(1) Information already publicly known at the time it was disclosed or learned.
(2) Information that, after its disclosure, became public for reasons not imputable to the user.
(3) Information already known at the time it was disclosed.
(4) Information lawfully obtained from third parties with the rights thereto.
(5) Information independently developed or created without reference to Confidential Information.
3. Notwithstanding the provisions of Clause 1, the user reserves the right to disclose Confidential Information where required by law or at the order or request of a court or government agency.
4. In the event of termination of this Agreement or request from the Company, the user shall return and/or dispose of all Confidential Information, and information and materials, and copies thereof, pertaining to Confidential Information, in accordance with the instructions of the Company.

Article17 Third party services

1. The Service may be operated in conjunction with third party services ("Third Party Services") other than that provided by the Company, but the Company does not make warranty as to the continuity or perpetuity of such affiliations.
2. Users shall use Third-Party Services at their sole liability. The Company waives all liability for any damages incurred by users as a result of use of Third-Party Services.
3. The use of Third-Party Services shall be subject to the respective terms and conditions of use, contracts, or other covenants therein that apply between the user and the provider of the Third-Party Service. The user shall, at its sole responsibility, confirm and comply with the contents of said provisions.

Article18 Notifications

1. Where notifying users in relation with the Service, the Company shall do so by methods it deems appropriate, including but not limited to by posting on the Company web site or Service application, or by e-mail or postal notification sent to the address(es) registered by the user.
2. Notices made per the method specified in the preceding clause shall be, in the former case, effective at the time the contents of the notification are posted, and in the latter case, at the time the Company sends the e-mail or document.

Article19 Validity

This Agreement shall remain in effect from the date on which they are concluded per Article 2 until the date on which the user withdraws membership. However, if the Service is terminated, this Agreement shall be terminated at the time the Service is terminated.

Article20 Termination

1. Where any of the below apply to a user, the Company reserves the right to terminate this Agreement by notifying the user immediately.
(1) Where failing to pay for points as set forth in Article 6, or where engaging in any of the prohibited acts defined in Article 7, or otherwise violating the provisions of these Terms.
(2) Where subject to seizure, provisional seizure, tax delinquency proceedings, or other public authority.
(3) Where subject to a filing for bankruptcy or civil rehabilitation proceedings.
(4) Where bills or checks issued or obtained by the party are dishonored, or when subject to suspension of payment.
(5) Where the party’s business is suspended by a supervisory or regulatory authority, where the business license is revoked or registration of the business is revoked, or where subject to other dispositions.
2. Termination per the preceding clause shall not prevent the Company from claiming damages from the user.

Article21 Withdrawal

Users reserve the right to withdraw membership by following the procedures set forth by the Company in Notices. In said case, the Company reserves the right to delete the corresponding user's information.

Article22 Rejection of Anti-Social Forces

1. Users represent and make warranty that none of the below items apply to them now, nor will apply in the future.
(1) The party, its parent companies, subsidiaries, affiliates, the officers thereof, and key employees are not Anti-Social Forces.
(2) The party, its parent companies, subsidiaries, affiliates, the officers thereof, and key employees are not affiliated with Anti-Social Forces or other socially condemned organizations.
(3) Five years have not elapsed since any of the preceding two items no longer apply.
(4) The user, whether oneself or through a third party, engages in any of the acts below (or equivalent):
i. Violent demands
ii. Unauthorized requests that exceed the legal bounds
iii. Use of threatening language or behavior, or using violence, in negotiations or trade
iv. Spreading rumors or using fraudulent means or influence to damage the reputation or obstruct the business operations of the other party.
2. The Company reserves the right to terminate this Agreement if the other party violates the preceding clause.
3. The Company waives all liability for damages to users resulting from said termination.

Article23 Severability
Even if this Agreement is terminated, the provisions of Article 2, Clause 3; Article 4, Clauses 2 and 4; Article 6, Clauses 2 to 5; Article 8, Clauses 2 and 3; Article 9, Clause 3; Articles 12 to 16; Article 20, Clause 2; Article 22; this article; and Article 25 shall survive in full force and effect.
Article24 Assignment of rights and obligations

1. Excluding where consent is provided in writing in advance by the Company, users cannot assign, transfer, pledge, or otherwise dispose of to third parties their rights, obligations, or position under this Agreement.
2. In consenting to these terms, users consent in advance that, where the Company assigns or transfers a business pertaining to the Service to a third party, the Company shall assign all status, rights, and obligations under this Agreement, and all information pertaining to users, to the recipient.

Article25 Governing law and court of jurisdiction

1. The interpretation and application of these Terms shall be governed by the laws of Japan.
2. All litigation and/or disputes arising in connection with these Terms shall be adjudicated at the Tokyo District Court as the exclusive court of first jurisdiction.