Updated on November 1st, 2022

** This English translation is for reference purpose only. Only the Japanese version is valid and binding. **

1. Article 1 General Provisions

   1. These Terms of Service set out matters that must be observed by users of the Internet site “BugBounty.jp” provided by Sprout Inc. (“Sprout”) (the “Site”; and the service provided by Sprout on the Site being the “Service”), and the relationship between users and Sprout.
   2. Users of the Service, whether or not registered as a Registered Member as defined below, shall fully understand and consent to the terms and conditions hereof before using the Service. By using the Service, the user shall be deemed to have agreed to abide by these Terms of Service.

2. Article 2 Definitions

   As used herein, the following terms shall have the following meanings:

   “Registered Member”

   An individual or a corporation that has completed the member registration procedures on the Site and has been registered with Sprout

   “Corporate Member”

   A Registered Member that is a corporation

   “Researcher"

   A Registered Member that is an individual. “Researcher” includes a natural person who uses the Site without completing procedures to register as a Registered Member. Researchers and Corporate Members are collectively referred to as “Members.”

   “Vulnerability Information”

   Any information reported to a Corporate Member on the Site regarding a bug or other vulnerability in websites, software, applications, hardware products or other items managed by such Corporate Member (the “Corporate Member Service”)

   “Program”

   A program in which a Corporate Member asks Researchers to report to it any Vulnerability Information concerning the Corporate Member Services on the Platform (as defined in Paragraph 1 of Article 6) and promises to pay a reward to the Researcher that has reported the vulnerability first.

   “Program Policy”

   Rules established by a Corporate Member regarding the duration of a Program, the Company Member Service covered by a Program, rewards, matters that should be observed by Researchers in a Program, and the implementation of a Program

3. Article 3 Changes to the Terms

   1. By amending these Terms of Service, Sprout may change the terms and conditions of the contract without obtaining consent of each Members if:
      • changing these Terms of Service conforms to the common interests of Members; or
      • changing these Terms of Service is not contrary to the purpose of the Service, and is reasonable in light of the need for the change, the appropriateness of the terms and conditions after the change, and other circumstances of the change.
   2. If Sprout intends to change these Terms of Service, it shall decide the effective date of the change, and announce its plan to change these Terms of Service, the amended Terms of Service and the effective date in the designated area of the Site.
   3. In addition to the changes of these Terms of Service according to Paragraphs 1 and 2, a Members shall be deemed to have agreed to any changes to these Terms of Service when it uses the Service for the first time after the effective date of the changed Terms of Service.

4. Article 4 Member Registration

   1. Application for Member registration shall be carried out by the applicant by itself (in the case of a corporation, a representative or other person who has the authority to contract with external parties). Application by proxy is not permitted.
   2. The person who carries out member registration procedures (a “Potential Member”) warrants that all registration information provided by it is true, accurate and up-to-date. The Potential Member shall be responsible for any results arising from the inaccuracy of, or other problem with the registration information.
   3. A Potential Member that is an individual must meet each of the following requirements for member registration. In addition, a Potential Member that is a corporation must meet the requirements set forth in Items III through V for its member registration:
      • A Potential Member is eighteen (18) years of age or older;
      • If a Potential Member is a minor, he/she has obtained the full consent of his/her legal representative;
      • A Potential Member has a valid e-mail address;
      • A Potential Member (excluding those approved by Sprout separately) is not yet a Registered Member; and
      • A Potential Member agrees to all provisions of these Terms of Service.
   4. If any of the following events has occurred or will occur on the part of a Potential Member, Sprout may refuse to register such Potential Member as a Registered Member. In addition, if it is discovered that any of the following events has occurred or will occur on the part of a Registered Member, Sprout may revoke or suspend such Registered Member’s membership, or revoke all or part of the rights associated with such Registered Member’s membership. In such case, Sprout may, in addition to these measures, refuse the Registered Member’s use of the Site in the future.
      • If the application for the member registration is based on false or misleading information;
      • If a Potential Member has failed to perform its contractual obligations in transactions regarding other user services provided by Sprout;
      • If a Potential Member or a Registered Member violates any law or any of these Terms of Service;
      • If a Potential Member or a Registered Member commits any misconduct in using the Service;
      • If, after the member registration, it is discovered that the requirements to become a Registered Member have not been met, or such requirements are no longer met;
      • If the number of disputes with other Registered Members or third parties, whether caused intentionally or negligently, exceeds a certain level set by Sprout;
      • If the number of complaints from other Registered Members or third parties (including those received by Sprout from Registered Members about the service level, service speed or service quality of Sprout’s employees), whether caused intentionally or negligently, exceeds a certain level set by Sprout;
      • If a Registered Member fails to sign in at least a certain number of times within a certain period set by Sprout from time to time;
      • If a petition is filed by or against a Registered Member for attachment, provisional attachment, provisional disposition related to these Terms of Service, compulsory execution, bankruptcy, civil rehabilitation proceedings, special liquidation or corporate reorganization, or a Corporate Member dissolves itself;
      • If a Potential Member’s or a Registered Member’s payments are refused, or a Potential Member or a Registered Member is subject to an order to suspend transactions with banks or is in a financial situation that can be reasonably considered to be equivalent thereto; or
      • If Sprout considers that registering a Potential Member or a Registered Member will significantly hinder its business operations.
   5. If any of the events in the preceding paragraph has occurred or will occur on the part of a Member, Sprout may, at its discretion, withhold the payment of the money payable to such Member at that time for a period that it considers reasonable, refrain from paying such money and handle the same in any other reasonable manner designated by it, or simply refrain from paying such money.
   6. If a Registered Member wishes to cancel the member registration, it may do so by following the procedures on the relevant page of the Site.

5. Article 5 Management of IDs and Passwords

   1. A Registered Member shall, on its own responsibility, properly manage its ID and password registered through the member registration under the preceding Article, and take measures to prevent theft of the ID and password.
   2. A Registered Member shall not permit a third party to use the ID and password, or lend, transfer, change the ownership of, sell or otherwise dispose of the same.
   3. A Registered Member shall be liable for any damage caused by, among other things, the insufficient management or misuse of, or a third party’s use of, the password or ID for the Site, and Sprout shall assume no liability therefor.
   4. If a Registered Member discovers that its password or ID for the Site has been stolen or used by a third party, it shall immediately notify Sprout thereof and follow the instructions from Sprout.

6. Article 6 Contents of the Service

   1. Sprout provides Corporate Members and Researchers with a platform to offer the following services on the Site (the “Platform”):
      • Corporate Members may request Researchers to report Vulnerability Information on the Site in accordance with Program Policies, which will be established and published on the Site by Corporate Members separately, and these Terms of Service; and
      • Researchers may report Vulnerability Information to Corporate Members on the Site in accordance with Program Policies, which will be published by Corporate Members, and these Terms of Service, and receive a reward for the Vulnerability Information confirmed by Corporate Members in accordance with such Program Policies and these Terms of Service.
   2. Members and Sprout confirm that Sprout is not a party to any communication or contract between a Corporate Member and an Researcher, and that Sprout is not an agent or a broker for a Corporate Member or an Researcher, nor is it in a legal relationship of authority with any Corporate Member or Researcher.

7. Article 7 Relationship between Corporate Members and Researchers

   1. For the purposes of Programs, Researchers will not engage in work under the direction and control of Corporate Members, and will not be employees of Corporate Members. Corporate Members may not designate any specific method, place or time to conduct its business related to Programs for Researchers.
   2. Sprout does not provide information concerning job placement, temporary staffing or worker recruitment through the Service.

8. Article 8 Establishment of a Program Policy and Solicitation of Vulnerability Information

   1. Corporate Members may solicit Vulnerability Information after establishing a Program Policy and publishing a Program on the Platform, as designated by Sprout.
   2. Depending on a Corporate Member’s choice, a Program may be published to:
      • all viewers of the Site; or
      • only certain Researchers that meet the requirements designated by a Corporate Member to view a Program.
   3. Corporate Members shall be responsible for the operation and management of Programs.
   4. Sprout may request Corporate Members to modify or change Programs, if it considers it necessary to do so. Sprout may suspend the publication of Programs, if Corporate Members fail to modify or change such Programs or Sprout considers it necessary to do so.
   5. Corporate Members shall permit Researchers to use the Corporate Member Service to investigate vulnerability to the extent specified in Program Policies.

9. Article 9 Changes to and Withdrawal of Programs

   1. Corporate Members may change, terminate or withdraw Programs at any time before receiving any Vulnerability Information.
   2. Corporate Members shall handle Vulnerability Information provided prior to the change, termination or withdrawal of Programs in accordance with the Programs before the change, termination or withdrawal.
   3. Corporate Members shall not in any way be liable to Researchers for any change to or withdrawal of Programs.

10. Article 10 Communication

    1. Researchers and Corporate Members shall communicate with each other in a professional and respectful manner.
    2. Researchers shall communicate with Corporate Members in the manner set forth in Program Policies and only through the person in charge as designated therein.

11. Article 11 Reporting Vulnerability Information

    1. Researchers shall report Vulnerability Information to Corporate Members in accordance with these Terms of Service and Program Policies, using a vulnerability report form designated on the Site. Researchers may not report Vulnerability Information outside of the Platform, and no reward shall be paid for Vulnerability Information reported outside of the Platform.
    2. Researchers must be a Registered Member to report Vulnerability Information. Researchers may not report Vulnerability Information without registering themselves as a Registered Member.

12. Article 12 Confirmation of Vulnerability

    1. A Corporate Member shall promptly confirm whether the Vulnerability Information reported falls under the category of vulnerability that is eligible for rewards, the severity of the vulnerability, and the amount of the reward, and notify the relevant Researcher of the results of the confirmation.
    2. If Vulnerability Information is insufficient, a Corporate Member may request the relevant Researcher to provide additional information, and the relevant Researcher shall provide additional information to a reasonable extent.
    3. If an Researcher objects to a Corporate Member’s confirmation of vulnerability, he/she may seek consultation with the Corporate Member within seven (7) days of the receipt of the notice, and the Corporate Member shall consult with the Researcher in good faith in response to the Researcher’s request.
    4. If a Corporate Member and an Researcher fail to reach an agreement on the confirmation of vulnerability, the Corporate Member’s confirmation shall prevail.

13. Article 13 Payment of Rewards

    1. A Corporate Member shall pay a reward set forth in its Program Policy based on the confirmation of vulnerability under the preceding Article.
    2. A reward shall be paid through Sprout’s payment of such reward to the relevant Researcher on behalf of the relevant Corporate Member. However, Sprout may, in lieu of such payment, choose to pay the reward by receiving the reward from the Corporate Member on behalf of the Researcher and delivering the reward received to the Researcher. In such case, the Researcher shall grant Sprout the right to receive the reward on behalf.
    3. If a vulnerability is confirmed, the relevant Researcher shall promptly register the information necessary to receive a remittance on the Platform (including name, address and bank account information, depending on the method of payment). If such information is not registered within ninety (90) days of the day following the date of confirmation, the Researcher shall be deemed to have waived right to claim the reward, and the Corporate Member shall be released from its obligation to pay the reward.
    4. If payment or remittance to Researchers is or is likely to be prohibited or restricted by the Foreign Exchange and Foreign Trade Act or any other Japanese or foreign law or regulatory authorities, or a bank or fund transfer service provider selected by Sprout suspends or discontinues the handling of payment or remittance, Corporate Members and Sprout may suspend or discontinue payment and remittance to Researchers. Corporate Members and Sprout shall not be liable for any damage incurred by Researchers as a result thereof.
    5. Corporate Members shall have no obligation to pay compensation, except for rewards, to Researchers in connection with their participation in the Program or the provision of Vulnerability Information.

14. Article 14 System Usage Fee

    Simultaneously with the payment of a reward, Corporate Members shall pay Sprout an amount equal to twenty percent (20%) of the amount of the reward, as well as the consumption tax and local consumption tax thereon, as the fee for the Service.

15. Article 15 Time and Method of Payment

    1. Sprout shall pay a reward on behalf of a Corporate Member to the bank account registered in Japan or PayPal account designated by an Researcher within fifteen (15) days of the date the Corporate Member has confirmed vulnerability or the date the Researcher has registered payment information (if it is necessary to register such payment information), whichever comes later. However, Sprout may, at its discretion, refrain from making such payment to the Researcher until it receives the deposit referred to in the next paragraph or an amount equivalent to the reward from the Corporate Member. Unless otherwise specified in the relevant Program Policy, the reward shall be paid in Japanese yen, and any transfer fee, remittance fee, lifting charge, fee for receiving foreign currencies, and other charges required for remittance or receipt of the reward shall be borne by the Researcher. In addition, the Researcher shall be obliged to file a tax return and pay tax with respect to the reward received. Neither Sprout nor the Corporate Member shall have any withholding obligation related to the reward.
    2. With respect to a reward paid by Sprout on behalf of a Corporate Member, the Corporate Member shall pay the reward and the system usage fee to the bank account designated by Sprout by the end of the month following the month in which the date of payment on behalf of the Corporate Member falls. A transfer fee shall be borne by the Corporate Member. However, if the credit limit for the Corporate Member (to be set at Sprout’s discretion) is exceeded as a result of the payment of the reward on behalf of the Corporate Member, Sprout may, at its option, request the Corporate Member to pay all outstanding rewards, and the system usage fee, to Sprout prior to Sprout’s payment to the Researcher on behalf of the Corporate Member, or immediately after Sprout’s request, or may ask the Corporate Member to make a deposit in Sprout in an amount to be determined by Sprout in order to secure the Corporate Member’s payment of the reward paid by Sprout on behalf of the Corporate Member.
    3. A Corporate Member shall pay a reward and the system usage fee to Sprout on the following terms and conditions:
       • Any reward, and the system usage fee, shall be paid in yen; and
       • A Corporate Member shall pay a reward and the consumption tax and local consumption tax thereon, if applicable.

16. Article 16 Burden of Expenses

    Members shall bear their expenses for using the Service. Researchers may not charge Corporate Members the costs of investigating vulnerability and reporting Vulnerability Information, except as provided in Program Policies.

17. Article 17 Intellectual Property Rights

    1. Sprout does not claim any copyright on any public or nonpublic information provided by Members on the Platform (including, without limitation, Vulnerability Information; “Member Profile”). However, Registered Members shall grant Sprout a non-exclusive and free license to use the copyrights (including the rights under Articles 27 and 28 of the Copyright Act of Japan) on Member Profile to the extent of Sprout’s use of such Member Profile for the Service and its business related thereto. Members shall not exercise any moral right to Member Profile against Sprout.
    2. Sprout shall have the right (not the obligation) to modify, edit, move or delete any Member Profile on the Service at its discretion without prior notice to Registered Members.
    3. Members confirm that copyrights on the Site, the Service, the Platform and contents provided by Sprout on the Site belong to Sprout or to copyright holders that have granted a license to Sprout.
    4. Sprout does not endorse, approve, recommend, confirm or consent to any Member Profile. Registered Members shall provide Member Profile at their own risk. If a Member disputes with a third party over any Member Profile due to defamation or infringement of privacy or for any other reasons, Sprout shall assume no liability to the maximum extent permitted by law, and will not provide any assistance for the Registered Member in connection with such dispute.

18. Article 18 Links

    The Site may contain links to third-party websites. Such links shall be provided for the convenience of Members, and Sprout shall not be liable for the linked contents, or for products, services or information provided on linked websites.

19. Article 19 Covenants by Researchers

    1. Researchers shall treat the names and contents of Programs and other information related to Programs (excluding those available to the public on the Platform), as well as Corporate Members’ trade secrets, Personal Information (as defined in such Privacy Policy), system configuration, account and access information and information on vulnerability obtained by Researchers in connection with Programs, the contents of communications with Corporate Members on the Platform, and the contents of Vulnerability Information as Corporate Members’ confidential information, and shall not disclose the same to any third party without the prior express written approval of the Corporate Members.
    2. Researchers shall investigate vulnerability in compliance with the Code of Conduct established by Sprout separately.
    3. Researchers shall not use subcontractors without the prior express written permission of Corporate Members.

20. Article 20 Covenants by Corporate Members

    Corporate Members shall not conduct the following acts on the Platform:

21. I. Requesting reports of Vulnerability Information with respect to systems other than those for which Corporate Members are authorized to conduct vulnerability assessments;
22. II. Requesting reports of Vulnerability Information for illegal or inappropriate purposes;
23. III. Outsourcing to Researchers the whole or part of the provision of services to be provided by Corporate Members as their business; or
24. IV. Recruiting workers.

25. Article 21 Handling of Confidential Information

    1. Researchers and Sprout shall keep Confidential Information (as defined in the next paragraph) confidential with the same care as it would exercise in handling its own proprietary information, shall not use the same for any purpose other than the performance of this Agreement, and shall not disclose or divulge the same to any third party without the approval of the other party. However, this shall not apply if Confidential Information is disclosed pursuant to Japanese or foreign laws or regulations, or at the request of any competent governmental authorities, self-regulatory organization, stock exchange, court or other public institution.
    2. Confidential Information means any technical, business or operational information of a Registered Member or Sprout (the “Disclosing Party”) disclosed by the Disclosing Party to the other party (the “Receiving Party”) in connection with this Agreement, whether orally, in writing, electronically or by any other means. However, the following information shall not be included in the Confidential Information:
       • Any information that was already lawfully possessed by the Receiving Party at the time of disclosure;
       • Any information that was already in the public domain at the time of disclosure;
       • Any information that becomes part of the public domain for any reason not attributable to the Receiving Party after disclosure;
       • Any information that is disclosed by a duly authorized third party to the Receiving Party without any confidentiality obligation; and
       • Any information that is independently developed by the Receiving Party.
    3. Notwithstanding Paragraph 1, the Receiving Party may, without the Disclosing Party’s approval, disclose Confidential Information to its officers, employees, shareholders, attorneys, accountants, tax accountants and other outside experts who need to know the Confidential Information to perform this Agreement (the “Permitted Persons”), or allow the Permitted Persons to use the Confidential Information. In such case, the Receiving Party shall make efforts to ensure that the Permitted Persons who handle the Confidential Information (excluding those who have a statutory confidentiality obligation) will comply with the same confidentiality obligation as the one under this Article.
    4. The Receiving Party may reproduce or process Confidential Information received from the Disclosing Party to the extent necessary to perform this Agreement.
    5. Following termination of this Agreement, the Receiving Party shall, upon the Disclosing Party’s request, return or destroy the Confidential Information received from the Disclosing Party pursuant to this Agreement. However, this shall not apply to the following information:
       • Any information that is required to be maintained pursuant to, among other things, laws and regulations, judgments, decisions or orders of judicial or administrative bodies, or rules or guidelines of self-regulatory organizations;
       • Any information that needs to be retained pursuant to the Receiving Party’s internal rules or for the purpose of operating its business; and
       • Any information that is stored as part of a normal data backup.
    6. Sprout’s Privacy Policy shall prevail over this Article with respect to Confidential Information that falls under the category of Personal Information (as defined in such Privacy Policy).
    7. Sprout does not wish to receive from Corporate Members any information other than the information required by Sprout for provision of the Service, and Corporate Members shall not provide such information to Sprout.
    8. This Article shall remain effective for three (3) years after the termination of this Agreement.

26. Article 22 Prohibited Matters

    Members are prohibited from conducting the following acts when using the Service:

27. I. Engaging in any act that infringes or may infringe the copyrights, trademark rights or other intellectual property rights of Sprout, other Members or a third party;
28. II. Engaging in any act that infringes or may infringe the property, privacy or portrait rights of other Members or a third party;
29. III. Providing a third party with information that enables the third party to identify an individual, such as the name, address, telephone number and e-mail address of a specific individual;
30. IV. Discriminating, slandering, defaming or discrediting Sprout, other Members or a third party;
31. V. Registering itself twice as a Registered Member by registering multiple e-mail addresses or other information;
32. VI. Trading or attempting to trade an account for the Service with a third party;
33. VII. Registering itself as a Registered Member on behalf of a Registered Member whose membership has been suspended or revoked;
34. VIII. Falsifying or deleting any information on the Service or another person accessible by it;
35. IX. Impersonating Sprout or another person (including tampering with headers or other parts of e-mails to misrepresent itself as Sprout or another person);
36. X. Sending harmful computer programs or other items, or making it possible for others to receive the same;
37. XI. Sending to others, without permission, e-mails or messages (“E-mails”) for advertisement, promotion, solicitation or other purposes, or E-mails containing contents that may offend others, obstructing the receipt of E-mails by others, requesting the forwarding of a chain of E-mails, or forwarding a chain of E-mails in response to such request;
38. XII. Conducting any act that interferes with or may interfere with the use or operation of any facilities of others, or any communication facilities, computers or other equipment or software made available by Sprout to provide the Service through unauthorized access or by port scanning, DOS attacks, bulk e-mail transmissions or other means;
39. XIII. Circulating information, equipment, software or other items to disable or circumvent the access control function of servers or other facilities;
40. XIV. Acquiring the member registration information of others without their consent or through fraudulent means (including so-called phishing and any means similar thereto);
41. XV. Soliciting Vulnerability Information, paying money, involving in direct transactions between Registered Members, or conducting any other act that indicates the same without Sprout’s involvement (except as approved by Sprout in advance);
42. XVI. Publishing Programs on the Service with similar contents multiple times in the same period of time;
43. XVII. Obstructing the exchange or sharing of information initiated by other Registered Members or a third party, obstructing the operation of the Service, or conducting any other act that may put Sprout at a disadvantage;
44. XVIII. Making a long phone call, repeating similar inquiries excessively, forcing others to do something that they have no obligation or reason to do, or conducting any other act that significantly interferes with or may interfere with Sprout’s business;
45. XIX. Conducting any act that violates the rules of the organization to which it belongs;
46. XX. Registering the same individual or corporation twice as a Registered Member to enable him/her it to carry out transactions with itself;
47. XXI. In addition to the foregoing items, conducting any act that violates any law or these Terms of Service, any act that is against public order and morals (including sending or displaying information or hateful images that may encourage or provoke violence, or seeking out persons with whom he/she will commit suicide), and other acts of harassment;
48. XXII. Providing links to other websites to promote an act that falls under any of the foregoing items (including the case where such act is conducted by another person); and
49. XXIII. Conducting any other act that Sprout considers inappropriate as a Registered Member.

50. Article 23 Compliance with Laws

    Members shall comply with the Antimonopoly Act of Japan, the Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors of Japan, the Act on Prohibition of Unauthorized Computer Access of Japan and other applicable laws in using the Service and implementing and participating in Programs.

51. Article 24 Representations and Warranties by Researchers

    Researchers represent and warrant the following matters to Sprout and Corporate Members:

52. I. Researchers have all rights and authority necessary to provide Vulnerability Information to Corporate Members; and
53. II. Vulnerability Information reported by Researchers or the use of such Vulnerability Information by Corporate Members or Sprout will not infringe the intellectual property rights, moral rights or other rights of any third party or violate any law.

54. Article 25 Representations and Warranties by Corporate Members

    Corporate Members represent and warrant the following matters to Sprout and Researchers:

55. I. Corporate Members have the authority to permit Researchers to use the Corporate Member Service to investigate vulnerability to the extent specified in Program Policies; and
57. II. Researchers’ use of the Corporate Member Service to investigate vulnerability in accordance with these Terms of Service and Program Policies will not violate any law.

58. Article 26 Representations and Warranties by Sprout

    1. Sprout represents and warrants to Corporate Members that:

    The Platform will operate in accordance with the documentation pertaining to the Platform in material respects.

    2. If a Corporate Member discovers a breach of the representations and warranties under the preceding paragraph, it shall notify Sprout within thirty (30) days of such discovery.
    3. Upon receipt of a notice under the preceding paragraph, Sprout shall use commercially reasonable efforts to modify the Platform without delay.
    4. THE PRECEDING PARAGRAPH SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF SPROUT’S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE.

59. Article 27 No Warranty

    1. The Platform and the Service shall be provided on an as-is basis. Sprout makes no warranty to Researchers and Corporate Members with respect to the use of the Platform or the Service by Members, except for the warranty expressly provided in the preceding Article.
    2. Without limiting the generality of the preceding paragraph, Sprout makes no warranty with respect to the following matters:
       • The completeness, accuracy, availability, timeliness, safety or reliability of any information provided by Registered Members (including Vulnerability Information);
       • Damage to computer systems or loss of data as a result of the use of the Service, or damage arising from the use of Vulnerability Information;
       • Deletion of, or failure to save or forward, Vulnerability Information or other information posted by Registered Members;
       • The Service is error-free, fault-free and safe to use;
       • There is no defamation or other prejudicial conduct by a third party (including Registered Members, but excluding Sprout) practiced on the Service;
       • There is no unauthorized access to, or alteration or other misuse of the Service by a third party;
       • The Platform and the use of the Platform by Registered Members will not infringe the intellectual property rights of any third party; or
       • The identity of Researchers, or the fact that Researchers have sufficient knowledge, experience or ethical consideration to provide information on vulnerability in a professional manner, or that there are no circumstances that suggest a lack thereof.
    3. Sprout shall not in any way be liable to other Members for a Member’s act.

60. Article 28 Compensation for Damage

    1. Sprout shall compensate Members only for ordinary damages actually and directly incurred by them due to Sprout’s breach of this Agreement.
    2. SPROUT SHALL NOT BE LIABLE TO COMPENSATE MEMBERS FOR THEIR SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, LOST PROFIT, LOSS OF GOODWILL OR REPUTATION, LOSS, DESTRUCTION, LEAKAGE OR RESTORATION OF DATA, SYSTEM FAILURE OR SECURITY ACCIDENT, WHETHER DUE TO BREACH OF CONTRACT, TORT OR OTHER CAUSE OF ACTION, EVEN IF SPROUT KNOWS OR COULD HAVE KNOWN THE POSSIBILITY OF THE OCCURRENCE THEREOF.
    3. SPROUT’S AGGREGATE LIABILITY TO CORPORATE MEMBERS IN CONNECTION WITH THIS AGREEMENT, WHETHER DUE TO BREACH OF CONTRACT, TORT OR OTHER CAUSE OF ACTION, SHALL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY RECEIVED BY SPROUT DURING THE ONE (1)-YEAR PERIOD PRIOR TO THE DATE OF THE EVENT GIVING RISE TO SUCH CAUSE OF ACTION.
    4. If a Member causes damage to other Members in connection with the use of the Service, Program or Vulnerability Information, it shall be liable to such other Members.

61. Article 29 Discontinuation, Suspension and Termination of the Site

    1. If Sprout considers it difficult to provide the Service due to a system failure or maintenance, or the occurrence of an Act of God such as an earthquake, or a natural disaster such as a fire, or for any other technical or operational reasons, it may discontinue the Service without prior notice to Registered Members.
    2. Sprout may suspend or terminate the Service by notifying Registered Members by e-mail and making an announcement on the Site where the Service is provided at least two (2) weeks in advance.
    3. Sprout shall not in any way be liable for any damage incurred by users due to measures taken by Sprout pursuant to this Article.

62. Article 30 Handling of Personal Information

    Sprout shall handle Personal Information and any information similar thereto in an appropriate manner in accordance with relevant laws and its Privacy Policy.

63. Article 31 Notice or Communication

    Sprout shall notify or communicate with Registered Members by e-mail or telephone, if it is necessary to do so. A Registered Member shall communicate with Sprout by e-mail or telephone, if it considers it necessary to do so. Sprout shall not accept any communication from visitors to its office, unless it considers it particularly necessary to do so.

64. Article 32 No Transfer of Position

    No Registered Member shall transfer its contractual position under this Agreement to any third party, or assign or offer as security the whole or part of its rights and obligations under this Agreement to any third party.

65. Article 33 Entire Agreement and Priority

    1. These Terms of Service shall constitute the entire and exclusive agreement between Sprout and Registered Members in connection with the Service, and supersede all prior agreements relating to the Service.
    2. In the event of any discrepancy between these Terms of Service and any Program Policy, the Program Policy shall prevail only with respect to the specified rights and obligations of Corporate Members and Researchers relating to the relevant Program.

66. Article 34 Exclusion of Antisocial Forces

    1. Each of the Registered Members and Sprout shall represent, warrant and covenant to the other parties that it does not fall under any of the following items:
       • It or its employees is/are an organized crime group, a company affiliated with an organized crime group, a corporate racketeer, or a person similar thereto or a member thereof (collectively, “Antisocial Forces”);
       • It has a relationship with an entity in which Antisocial Forces are deemed to have control over its management, or be substantially involved in its management;
       • It has a relationship with an entity in which it is deemed to provide funds or other benefits to, or be otherwise involved with, Antisocial Forces; or
       • Its officers or its personnel who are substantially involved in its management has a socially reprehensible relationship with Antisocial Forces.
    2. Each of the Registered Members and Sprout shall covenant that he/she/it will not conduct any of the following acts by itself or by using a third party:
       • Using threatening behavior or violence against the other party; or
       • Obstructing the other party’s business or discrediting the other party by using fraudulent means or force.
    3. A Registered Member or Sprout may immediately terminate its agreement relating to these Terms of Service, if it reasonably considers that the other party has breached either of the covenants in the preceding two (2) paragraphs. However, the exercise of the right of termination under this paragraph shall not prevent the terminating party from claiming compensation for damage against the other party.
    4. If an agreement relating to these Terms of Service is terminated pursuant to the preceding paragraph, the terminating party shall not be liable to compensate the other party for any damage suffered by the latter.

67. Article 35 Arbitration

    All disputes, controversies or differences between parties arising out of or in connection with these Terms of Service shall be finally settled by arbitration in Tokyo, Japan in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The language used in arbitration proceedings shall be Japanese.

68. Article 37 Language

    The English version of these Terms of Service is provided for informational purposes only. The Japanese version shall prevail over the English version in any case of inconsistencies.