Gambaru | Terms of use

利用規約

Updated: 26/10/2021

Gambaru Platform is operated and developed by GIANTY Inc. an enterprise established in Japan with tax code: 10110-01-057176 and the head office at 6F the ARGYLE Aoyama, 2-14-4 Kita-Aoyama, Minato-ku, Tokyo, Japan (hereinafter referred to as “Gambaru” in these Terms And Conditions). The Talent’s usage or access to the Gambaru Platform (as defined in Section 2 of these Terms And Conditions) shall be construed as acceptance, agreement, having carefully read and fully understood the obligations and commitments, representations, warranties, conditions and provisions set forth in these Terms And Conditions. Therefore, please read the following information carefully before utilizing any functions of Gambaru Platform for your best experience. If Talent reads and fully understands this Policy but disagrees with any of Gambaru's provisions, Talent shall immediately leave Gambaru Platform and stop using any Gambaru’s services. Any infraction of the terms, conditions and provisions of these Terms And Conditions may lead to the Gambaru's service to Talent being terminated.

Gambaru and Talent are hereinafter individually referred to as the “Party” and collectively as the “Parties”.

Accordingly, Gambaru and Talent commit, represent and warrant that the following provisions will be implemented:

1. GENERAL PROVISIONS

1.1. While accessing the Gambaru Platform, Talent must ensure Talent’s civil act capacity to execute transactions in accordance with current Japanese laws. Talent who is under 18 years old must access and transact under the parent or legal guardian's supervision.

1.2. According to the registration request from Talent that is accepted and approved by Gambaru, Gambaru will provide a Member Account to Talent so that Talent can use the utilities, features and services provided on Gambaru Platform in accordance with the Terms And Conditions.

1.3. Through the registration of a Member Account, Talent will be required to submit identification information and to update it regularly in order for the transaction accuracy to be affected by the registration of a Member Account. Gambaru will provide Services to Talent based on the information given by Talent in the Member Account. Each Talent is solely responsible for Talent’s Member Account, password and any trading activity on Gambaru Platform. When a Member Account is illegally accessed, Gambaru takes no liability, directly or indirectly, for any damages caused by the Talent's failure to comply with regulations or ensure security.

1.4 It is strictly prohibited to use the Gambaru Platform Services to harm party's interests or for illegal reasons. Violations shall be penalized in accordance with the provisions of this Terms And Condtions and applicable laws, depending on their severity. Gambaru reserves the right to cancel a Member Account in violation or at the request of a State agency.

1.5. During the use process, Talent agrees to receive emails, advertising notices, warnings and other notices from Gambaru Platform. If you do not wish to get this information in the future, Talent can notify by sending an email to contact@gambaru.io (for Talent) for supporting and answering. Talent has the option to opt out of receiving advertising emails and notifications by clicking the "unsubscribe" link in the email delivered to Talent.

2. DEFINITIONS

2.1. Gambaru Platform consists of the website with the primary web domain is https://gambaru.io/, any subdomains and/or related apps developed and operated by Gambaru.

2.2. Service is the utilities, functions and features that Gambaru provides to Talent as specified in Clause 3 of these Terms And Conditions.

2.3. Platform Usage Fee is the fee Gambaru receives from Client when using services, features, functions and utilities provided through Gambaru Platform.

2.4. Terms And Conditions is a set of terms that details the conditions, principles, representations, warranties, commitments and instructions that Talent needs to comply with when using the service, features, functions and utilities provided at Gambaru Platform.

2.5. Policies are documents, policies and regulations governing Parties' use of services, utilities and functions on the Gambaru Platform including these Terms And Conditions which is updated, regulated and published by Gambaru at Gambaru Platform from time to time.

2.6. Member Account is the account that Gambaru provides to Talent in order for Talent to utilize the services, features and functions of the Gambaru Platform. Gambaru will examine and approve Member Accounts before formally giving the right of using Gambaru Platform.

2.7. Member includes Client and Talent has a Member Account to log into Gambaru Platform and use Services provided at Gambaru Platform.

2.8. Client is individuals and organizations that have registered with and been granted an approved account by Gambaru to search for and use contractor's services at Gambaru Platform.

2.9. Talent is a contractor providing services through the Gambaru Platform including unregistered or registered visitors. Talent uses an account granted and approved by Gambaru to search for service demands and provide services with individuals and organizations in need through the Gambaru Platform.

2.10. Workis a service, activity, work according to the requirements, nature and standards that Talent will perform for the Client according to the independent agreement of the parties.

2.11. Project is a general collection of contents that include, but are not limited to the Work, time, term, standards, conditions, the expected income and other contents related to Work as agreed between Talent and Client and based on the information provided at the service request created and posted on Gambaru Platform.

2.12. Onboarding is the event in which Talent begins accepting jobs from the Client after the completion of the interview round and receipt of the offer along with the job offer letter from Client.

2.13. Previous Income Payment is the amount that Client must pay to Gambaru prior to Onboarding. This amount is used to pay Talent's income or handle the Client's responsibility if Client incurs any delay, does not pay Talent's income or commits other violations that cause damage. Accordingly, the Previous Income Payment is determined as the income of two months of performing Work that Client will pay to Talent.

2.14. Working Days are the days of the week from Monday to Friday of the week based on the administrative time regulations of Japanese laws and the Japanese time zone (GM+9). Working Days do not include public holidays in accordance with Japanese laws.

2.15. The term “day” (24 hours) specified in these Terms And Conditions shall be calculated in the time zone of Japan (GM+9).

2.16. Device is a technological or technical device that can access and log in to the Gambaru Platform to use the services, features, functions and facilities made available on the Gambaru Platform. Accordingly, Devices include, but are not limited to, laptops, computers, tablets and mobile phones that fulfill the safety assurance conditions as specified by Gambaru from time to time.

2.17. Force Majeure Event is an event that occurs objectively, which cannot be foreseen and cannot be remedied even though all necessary and permissible measures have been taken. Force Majeure Event includes but are not limited to: Decision of the Government or competent authority, war, riot, rebellion, epidemic, the act of God, conflagration, waterlogged road or any other event have similar properties.

3. SERVICE TERMS

3.1. Gambaru provides Gambaru Platform which enables Talent to use the features, tools, utilities and functions on the Gambaru Platform to search for the need of using service and provide the service. Talent may use the provided utilities and functions to create the profile, search the service requests, view the existing Client list and the Client list that matches the searching requirements and the other features, functions, services and supports will be updated and announced by Gambaru from time to time.

3.2. Service terms:

a. Gambaru Platform is a technological platform that connects Talent and Client. In this case, Gambaru is not a party directly participating in and entering into transactions between Client and Talent on the Gambaru Platform. Therefore, all transactions and agreements between Client and Talent are made voluntarily and are bound by mutual responsibilities of Client and Talent.

b. Within 02 weeks (14 Working Days) from the date of Onboarding, Client and Talent must conduct the Work to assess and determine whether or not to continue implementing the parties' agreement: i) If Client and Talent terminate the agreement, Client will not lose the Platform Usage Fee or incur responsibilities to reimburse and Gambaru will have the right but not the obligation to assist Client in finding a replacement; ii) If Client and Talent agree to continue to perform the agreement, the parties will be bound according to the content of the agreement established by the parties.

c. In the process of using the Service, Talent commits to comply with all laws, regulations and standards of the country where Talent operates and resides, regulations, rules and requirements of Gambaru Platform; not perform acts that violate the benefits, social ethics, harm the legitimate rights and benefits of other third parties and/ or regulations related to these Terms And Conditions. If Talent violates the provisions of this clause, Talent must bear all costs, liabilities, obligations and damages incurred.

d. If Talent detects that a third party has impersonated Talent in order to provide Talent's information and data to Gambaru, Talent must contact Gambaru directly to report and request blocking or deletion. Within Gambaru’s jurisdiction, Gambaru will make every effort to verify and promptly resolve to prevent violations in accordance with regulation.

e. Talent must comply with the principle of good faith, not perform any acts of unfair competition or any act that disturbs the order of the Service on the Gambaru Platform and do not perform acts unrelated to the Service while using the Service on the Gambaru Platform.

f. Talent is not permitted to use any information and data on the Gambaru Platform for commercial purposes or for its personal profit including but not limited to copying, transferring, transmitting, transferring... without prior consent of Gambaru. This clause is not applicable in the following cases: i) information, data that has been publicly displayed on the Gambaru Platform; or ii) features and functions that have been integrated on the Gambaru Platform by Gambaru.

g. Do not use any device, software or programming to disrupt or attempt to disrupt with the regular operation of the Gambaru Platform or any transaction or activity being conducted on the Gambaru Platform.

h. Gambaru reserves the right to, based on the documents and information gathered, unilaterally confirm whether or not Talent violates the commitments stated in these Terms And Conditions. Accordingly, Gambaru reserves the right to unilaterally handle or terminate the Service for the Talent based on the confirmation results based on the current rules without the Talent's prior agreement or notification. At the same time, Talent is required to indemnify Gambaru, the Gambaru Platform for damages and/ or costs incurred, including reasonable attorneys' fees, as a result of the Talent's breach, which results in Gambaru and the Gambaru Platform being liable for any damages, or must receive complaints from a third party or be subject to any form of sanction by a competent state agency.

i. When there is an effective legal document from a national administrative or judicial authority confirming that Talent has violated the law, or when Gambaru determines that the Talent's behavior is a violation of the provisions of these Terms And Conditions and/ or in violation of relevant rules and regulations, Gambaru has the right to transfer, provide information about such violation to the governing body and/ or take injunctive relief are available or are specified by laws against Talent's violations to protect Gambaru's rights and benefits.

j. If Talent violates or is suspected of violating the laws and/ or regulations contained in these Terms And Conditions, or if Gambaru has grounds to believe that Talent has violated the laws and/ or regulations contained in these Terms And Conditions, causing Gambaru and/ or the Gambaru Platform to suffer damages, receive claims from a third party, or suffer any form of sanction by the competent state agency, Talent will be required to indemnify Gambaru, the Gambaru Platform for the damages and/ or costs incurred including reasonable attorneys' fees.

3.3. Service Standards: Gambaru performs Service in compliance with relevant laws, Policy and with the utmost care for Talent’s benefit.

3.4. The Service's timing and/ or other conditions may be modified or adjusted in the following cases: Due to agreement of Parties; or Due to Force Majeure Events; or Due to change at Gambaru's discretion from time to time.

4. TALENT INCOME PAYMENT

4.1. For the transaction type is the full-time Work. a. Payment: Income is paid on a monthly basis. b. Payment process:

Talent receive the income in accordance with the following process:

i. Talent and Client agree on the number of working days and the time of providing overtime services (“OT”) of the month n on the first of the month n + 1. Wherein: The month n is the actual working month and according to the solar calendar.

ii. Gambaru sends the detailed payment plan of the month n to Talent on the 6th of the month n + 1.

iii. For the payment of income: Talent receives the income of the month n on the 07th day of the month n + 1. For the payment of OT: Talent receives the OT of the month n on the 7th of the month n + 3.

c. Payment method: To transfer the payment by using Payoneer or other payment tools that Gambaru will apply from time to time. Payment currency is Japanese Yen (“JPY”) or US Dollar (“USD”) based on the payment currency that Client pays to Gambaru. Costs incurred for receiving and withdrawing payments (if any) will be paid by Talent.

4.2. For the transaction type of performing Project work and pay monthly:

a. Payment: Income is paid on a monthly basis.

b. Payment process:

i. Client and Talent agree on the expected work result (“Product”) and the total estimated time to perform the Work.

ii. Talent receives the income of month n from the 5th to the 10th of month n + 1.

iii. Client and Talent must come to an agreement on Product quality within 5 (five) Working Days of the date of Product delivery, which begins on the first to fifth day of the month following the month in which the Work is performed. In case Product does not meet the requirements, Client and Talent must agree on a plan to remedy the Product quality, Gambaru will proceed to pay Talent's income according to section v point b Clause 4.2 of these Terms And Conditions. In case there is an additional payment for Talent, Client is responsible for notifying and paying that payment to Gambaru to assist in making the payment for Talent. In any event, the Platform Usage Fee paid will not be refunded to Client and Gambaru shall not bear any responsibility for any delay in payment of amounts arising from the Client.

4.3. For the transaction type of performing the Work according to Project and pay according to the total number of hours of performing Work in a month:

a. Payment: Income is paid according to the total number of hours of performing Work in a month.

b. Payment process:

i. Client and Talent must agree on the number of hours to perform the Work in a week and the price per hour before the Onboarding.

ii. The expected income that Client pays to Gambaru will be paid to Talent on the 9th of the month following the month of performing Work.

iii. Client and Talent must periodically agree and notify Gambaru of the total amount of hours and total income that Talent has made on the last day of the actual month of performing Work. If the Previous Income Payment is inadequate to pay Talent's income, or if the Previous Income Payment is greater than the amount actually payable, Gambaru will measure the difference and inform Gambaru as soon as the difference is detected. Client is responsible for paying the difference in full and Talent has the right to stop performing Work until Client has paid the missing amount in full. Gambaru will refund the difference if it is greater than the actual amount, otherwise it will be offset for the next month in Project.

5. CONVERSION TERMS

Client and Talent agree and ensure that all transactions and agreements between the parties will be performed and occurred via the Gambaru Platform. In any case wherein Talent and Client have established and executed, are establishing and executing or will establish and execute separate transactions outside of Gambaru Platform, Talent and Client agree to fulfill the following regulations:

5.1. Client must perform the obligation to notify Gambaru about the execution of the mentioned transaction in accordance with the following provisions:

a. In case Talent and Client intend to establish a transaction: Within 07 (seven) Working Days before the time of transaction establishment or another time earlier or immediately at the time of transaction establishment, Client makes a payment of a Conversion Fee in accordance with these Terms And Conditions.

b. If the transaction has been established but Client fails to notify or is notified but fails to pay the Conversion Fee and still establishes a transaction with Talent, Gambaru has the right to force Client to pay the Conversion Fee and request Talent and Client to pay an additional fine of JPY 3,000,000 (three million Japanese yen) or a payment equivalent to 03 (three) times the total value of the translation agreement between Talent and Client for one year whichever is the highest.

5.2. Client is responsible for paying a Conversion Fee of 15% calculated on the total income of a year based on the agreement established between Client and Talent.

5.3. If Client and Talent execute, create transactions or enter into agreements outside of the Gambaru Platform, Client and Talent shall release Gambaru from any damages, liabilities and obligations arising from transaction of Talent and Client.

6. TALENT'S COMMITMENT

6.1. The Talent represents, warrants and commits that Talent is not prohibited or restricted from doing business, using and participating in Services on the Gambaru Platform in accordance with applicable laws, decisions, dispatches, judgments of competent jurisdictions or state agencies.

6.2. Talent commits to take full responsibility for Talent's actions performed through the Gambaru Platform under the account including the name and password provided by Gambaru to Talent. Talent is responsible for using and applying all measures, features, mechanisms, methods and techniques to protect Member Accounts from any use, access, approach, infringement, impact in order to perform any act on the Gambaru Platform.

6.3. Talent may not assign or transfer any of Talent’s rights or obligations under these Terms And Conditions without Gambaru's prior consent.

6.4. Talent will be able to post Talent’s profile in Gambaru Platform. Talent will be solely responsible for the accuracy, truthfulness, factuality and legality of the contents according to the information that Talent posts on the Gambaru Platform.

6.5. Through the usage of Services provided by Gambaru, Talent agrees to allow Gambaru to use the information, image of Talent for the purpose of promoting, displaying Talent's information on Gambaru Platform through marketing tools for the purpose of attracting Client.

6.6. Talent commits that the agreement made by Talent and Client must comply with these Terms And Conditions, the template agreement that Gambaru provides, updates, adjusts and notifies Talent and Client from time to time. Except for the conditions of the content of Work, the requirements and standards of Work, the content of the income and the duration of the Work, the agreement's content is not adjusted or changed. Accordingly, other contents beyond mentioned in this clause may only be changed, adjusted and supplemented with Gambaru's consent.

7. RIGHTS AND RESPONSIBILITIES OF GAMBARU

7.1. Follow up, manage, send payment in full and on time for Talent as specified in these Terms and Conditions or other written agreement between the Parties.

7.2. Request Talent to comply with regulations, representations, commitments, warranties, conditions and instructions as prescribed in these Terms And Conditions, Gambaru's Policy during the process of using Service, accessing the Platform Gambaru. In case of violation of this clause, Gambaru reserves the right to take sanctions as provided for in these Terms And Conditions.

7.3. Gambaru represents to keep confidential information about Talent that Gambaru receives or may receive from Talent in accordance with Gambaru's regulations, unless otherwise specified in these Terms And Conditions.

7.4. Gambaru reserves the right to review and censor the information and documents posted on the Gambaru Platform and reserves the right to remove, block, refuse and/ or adjust any content or documents showing signs of violating Gambaru's policies, regulations, agreements, legal regulations and/ or requirements of competent state agencies from time to time without notifying to Talent.

7.5. Gambaru reserves the right to suspend or terminate the Talent's access or Member Account from time to time in case of detecting or being notified of Talent's violation of Gambaru's policies, regulations, agreements, the rights of a third party or the provisions of laws and Gambaru does not accept any responsibility arising from this act of Gambaru.

7.6. Gambaru reserves the right, at its sole discretion, to refuse requests for registration of a Member Account by individuals or organizations with suspicious signs, inaccurate, dishonest, illogical or conditional information provided and other standards at the sole discretion of Gambaru.

7.7. Have the right to change or stop the supply of any Service of Gambaru Platform if one of the circumstances set out in these Terms And Conditions is fulfilled.

8. TALENT'S RIGHTS AND RESPONSIBILITIES

8.1. Ensure to perform, correctly and fully, obligations and responsibilities under the agreement between Client and Talent and the provisions stated in these Terms And Conditions

8.2. Coordinate, facilitate and support Client in agreeing on the expected income, the total time to perform Work, the time to provide services overtime, review and evaluate the results of the Work and the other issues as specified in these Terms And Conditions and the agreement between Client and Talent.

8.3. Ensure the contractor's service provision conditions in accordance with the laws in the country where Talent resides or has nationality.

8.4. Talent must comply with and perform the provisions of the laws and regulations of the Gambaru Platform when accessing, using, participating in or performing any conduct directly or indirectly related to Services at the Gambaru Platform.

8.5. Talent is responsible for keeping the account and password confidential and only using Member Account for the purpose of using Services on Gambaru Platform as specified in these Terms And Conditions.

8.6. Talent may not disclose, share, distribute, transmit, assign or transfer Client’s information that it collects through the use of the Services at Gambaru Platform or other acts of collecting, receiving Client’s information that is directly or indirectly related to the Gambaru Platform to any other third party in any way without the prior consent of Gambaru or that Client. In case of violation of this provision, Talent will bear all responsibilities and damages incurred.

8.7. Talent commits to keep confidential information, data related to the Service and/ or any other information collected or obtained from the use of Service through the Gambaru Platform. Talent will cooperate to prevent, combat or remedy the consequences of any third party's acts or attempts to copy, access, approach, steal, impact or use illegally the content, information or other data posted, updated, transmitted, stored on or through or in connection with Gambaru Platform.

8.8. Talent must ensure the accuracy, truthfulness and legality of the information that Talent provides and updates on Gambaru Platform. Gambaru does not bear any liability related to the fact that the information provided by Talent is false, untrue, not authentic, inaccurate, incomplete, infringing on the rights and benefits of a third party or violate the provisions of laws or provisions of these Terms And Conditions.

8.9. Take responsibility to equip, prepare, use and maintain all Devices for the use of Service as required by these Terms And Conditions and Gambaru's regulations (if any) as published from time to time.

8.10. Talent is responsible for promptly notifying the Gambaru Platform of unauthorized use, abuse, security breaches, keeping Talent’s registered account and password for the Parties to cooperate in handling.

8.11. Talent is responsible for providing necessary information and support to Gambaru in resolving disputes, complaints and requests arising directly or indirectly with Talent (if any).

8.12. Talent commits and warrants not to use Gambaru's Services for illegal, unreasonable, fraudulent, threatening, illegal information exploration, sabotage and/ or creating and spreading viruses that cause damage to the Gambaru Platform's system, configuration or transmission. In case of violation, Talent must be responsible for Talent’s actions before the laws.

8.13. Respect the intellectual property rights, information and data of other Members and Gambaru when using the Services on the Gambaru Platform.

9. POSTING INFORMATION AND CREATING PROFILES

9.1. Talent warrants the content, information and documents provided, stored, transmitted or updated on the Gambaru Platform:

a. Shall not violate or infringe on any copyrights, patents, trademarks, trade secrets, intellectual property rights, rights and benefits or property rights of any person or entity.

b. Shall not violate any Japanese laws, laws of the country where Talent is residing or has nationality and/ or Gambaru Policy.

c. Shall not contain any acts including but is not limited to: offensive, libelous, defamatory, obscene, infringing on children's rights, infringing upon the political regime and national security, infringing upon Japan's sovereignty or other countries, racist, xenophobic, superstitious, calls for terrorism, protests or sedition.

d. Shall not contain the incomplete, incorrect information of Talent, other Member or other individual or organization.

e. Shall not contain any virus, computer program or link intended to destroy, affect, compromise, attack, intercept, requisition, vulnerability, control software, data or information contained on the Gambaru Platform.

9.2. When using the Service, Talent agrees that Talent will not post, provide, store or submit any of the following documents to Gambaru Platform:

a. Any threatening, defamatory, abusive or inappropriate documents or documents that may result in civil or criminal liability under applicable law.

b. Any documents that may infringe on privacy, publicity, copyright or other intellectual property rights without permission of the owner of these rights and persons (or parents or legal guardians of them, if any) are showed in the document if any.

c. Any documents sent from an anonymous or misleading address.

d. Any documents that promotes fanaticism, racism, hatred or harm against any individual or group.

e. Any documents that contains a software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer software or hardware, or any telecommunications equipment.

f. Other documents/ information that violate the laws, social ethics rules.

10. PROHIBITED ACTIVITIES ON THE GAMBARU PLATFORM

10.1. Transmitting, sending or posting surveys, contests, spam emails, spam or any duplicate or unsolicited messages (commercial or otherwise).

10.2. Defame, slander, libel, harass, threaten or otherwise violate the legitimate rights (such as privacy, confidentiality and dignity) of another Member.

10.3. Transmit, post, distribute or disseminate any documents, title, material or information that is inappropriate, indecent, unethical or otherwise illegal.

10.4. Advertise, promote or offer to buy or sell any goods or services for any business purpose, except as authorized by Gambaru.

10.5. Limit, prevent, cause difficulties or other obstructing behavior for any other Member to use and experience the Service.

10.6. Creating, transmitting, updating, posting information or creating false identities to deceive other individuals or organizations.

10.7. Make or attempt to edit, convert language, change, modify, crack, copy or reverse engineer any Gambaru computer program or software in connection with Gambaru Platform .

10.8. Copy, modify, edit, distribute, transmit rights, content on the Gambaru Platform or Gambaru's copyrights and trademarks without official permission from Gambaru.

10.9. Activities and acts violating the provisions of laws, infringing upon social security and order.

11. DISCLAIMER

11.1. Gambaru is a technology company that provides a connection environment between Talent and Client and supports Client, Talent receives payment from Client and transfers payment to Talent without providing or participating directly in the service, transaction between Client and Talent. Therefore, Gambaru shall not be liable for any act, risk, breach, omission, liability, obligation, quality, work results, working conditions or other matters relating to transactions, services, activities, work that are, have and will happen, arise and potentially in the transaction relationship between Client and Talent. All responsibilities, obligations, risks, actions and omissions will be negotiated and resolved by Client and Talent on the basis of mutual benefits.

11.2. Talent agrees to indemnify and release Gambaru, its parent company or subsidiaries and affiliates, directors, staffs, employees and agents from all liabilities, claims and other costs and expenses, including reasonable attorneys' fees, arising from a violation of the provisions of these Terms And Conditions or from any other Gambaru policy or laws or from the Talent's use or access of the Gambaru Platform.

11.3. Gambaru is exempt from liability in cases where the income payment of Talent is delayed or not made but not because of Gambaru’s acts.

11.4. In all cases, Gambaru, its parent company, or its affiliates, or its directors, employees, employees, agents, associates or licensors shall not take any reponsibility for Talent or any other third party for any decision made or action taken by Talent in reliance on the content contained on the Gambaru Platform.

11.5. Talent agrees and acknowledges that, Gambaru is not liable for any defamation, assault, dishonesty or other illegal acts of any users.

11.6. Gambaru does not and will not access or monitor the suitability, legality, capabilities, activities of any party with Talent and Talent expressly waives and releases Gambaru from all liabilities, claims or damages arising from or otherwise related to third parties and Talent.

11.7. Gambaru will not be a party to any dispute or dispute negotiation between Members including Talent and Client. Member is solely responsible for its actions in connection with Service.

11.8. In any event, Gambaru is not responsible for the devices and machines that Talent uses to access the Gambaru Platform. Talent must provide the necessary machinery and equipment for the login and transmission process and must be solely responsible for the security, maintenance and costs incurred in the process of using the device to access Gambaru Platform.

11.9. Gambaru does not warrant the exclusion of elements harmful to the content and information posted on Gambaru Platform, including but not limited to the following: intentional infringement and damage from third parties or viruses. Gambaru does not warrant the provision of services without any malfunctions, interruptions, errors or other matters affecting the operation and provision of Services through the Gambaru Platform.

11.10. Gambaru hereby disclaims liability in the event of interruption of Service or discontinuance of access to Gambaru Platform through no direct intentional fault of Gambaru or the Gambaru Platform undergoing routine maintenance or unscheduled or other incidents leading to interruption, discontinuance, limitation of the Talent's ability to access the Gambaru Platform.

12. INTELLECTUAL PROPERTY RIGHTS

12.1. Unless Talent has an agreement with a third party participating in the transaction on the intellectual property rights of the documents (if any) provided by Talent, The intellectual property rights of those documents are completely belong to Talent.

12.2. All information provided, posted or updated on Gambaru Platform including articles, information, content, images, Gambaru Platform design, process is owned by Gambaru, the act of copying and sharing without permission from Gambaru is prohibited, unless otherwise provided by laws and these Terms And Conditions.

12.3. The Intellectual property rights to products and works that are the work result of Talent and Client will be governed by the terms of the agreement between Client and Talent.

13. INFORMATION PROTECTION

13.1. In the course of using the Services at the Gambaru Platform, Gambaru may and will collect information from Talent to support the provision of Services. Accordingly, Talent needs to view, read and review carefully the contents of Gambaru's Privacy Policy to understand clearly the responsibilities, conditions, regulations, representations, warranties and commitments binding Talent to Gambaru.

13.2. Recommendation to Talent:

a. No security measure or technology is absolute. Therefore, information can only be secured by the efforts of all parties involved.

b. Gambaru accepts no responsibility for any damage or loss (if any) resulting from the Talent’s failure to comply with Gambaru's policies and/ or if personal information is disclosed by no fault of Gambaru.

c. The non-disclosure policy and privacy policy apply only at the Gambaru Platform and do not govern or relate to third parties who display advertisements or have links at Gambaru Platform, Gambaru recommends that Talent carefully read the policy on security of the third-party websites before providing information and data to those websites. Gambaru is not responsible in any way for the content and legality of the website or the Talent's behavior of collecting information and data from third parties.

14. COMPLIANCE, VIOLATIONS SANCTION AND DISPUTE SETTLEMENT

14.1. Talent commits to strictly comply with the provisions of these Terms And Conditions and relevant documents signed by Parties to govern this relationship (if any). Moreover, such compliance is a precedent condition for the use of Service.

14.2. If Talent violates any provisions of these Terms And Conditions, Gambaru has the right to:

a. Has the right but not the obligation to send a notice of violation and request to remedy the violation within a specific period of time according to Gambaru's notice of the Talent’s violation. If Talent fails to remedy a breach and/ or fails to complete the remedy within the time specified by Gambaru since receiving notice of a breach (if any) from Gambaru; or the breach is irreparable; or the breach persists, Gambaru shall be entitled to apply other authorized remedies as set forth in these Terms And Conditions.

b. Suspend and/ or terminate the provision of the Service and refund any Talent’s amounts are being kept after deducting any compensation, liability and/ or payment in accordance with Talent’s obligations.

c. Suspend access or terminate the Member Account in accordance with these Terms And Conditions.

d. Remove all information and data that Talent provides, updates, posts, transmits or stores on the Gambaru Platform.

e. Require Talent to pay a fine of JPY 3,000,000 (three million Japanese Yen) or a payment equivalent to 03 (three) times the total value of the service agreement between Client and Talent in a year, whichever is the highest.

f. Provide information about the violation case to competent authorities to handle in order to protect Gambaru's rights and benefits.

g. Require Talent to compensate for damage arising from Talent's breach.

14.3. Dispute and complaint settlement process

a. If a complaint and dispute arising from Talent against Gambaru, the dispute resolution occurs through the following steps:

Step 1: Talent sends complaints and requests information to the email address contact@gambaru.io.

Step 2: Gambaru will receive Talent’s complaints and requests, depending on the nature and extent of the complaint and request, Gambaru will take specific measures to support Talent to resolve that dispute. In case the Talent’s inquiries and complaints are within the ability and competence to settle of and relate to Gambaru, Gambaru will actively contact and respond Talent through the contact information provided by Talent when creating an account. In the event that a Talent’s complaint or request is directly related to another User, Gambaru will transfer the complaint and inquiries to that User.

Step 3: Gambaru requires Talent to provide sufficient information related to the complaint including: Complaint matter, documents, evidence, email proof and Specific request (for example: indemnification; apologize etc.); and other legal proofs and evidence.

Step 4: If a dispute or complaint is beyond Gambaru's ability and competence, or if parties are unable to resolve it through mediation within 07 (seven) Working Days, Gambaru will suggest that Talent bring this issue to the competent authority to settle according to laws.

b. The term of receiving and processing the complaint is 07 (seven) Working Days from the time Gambaru receives the complaint from Talent. The time may be extended, depending on the actual situation and the seriousness of the issue, which requires a longer time to investigate, research and ascertain, but not exceeding 02 (two) months from the date of receipt of the complaint from Talent.

c. Dispute resolution process and mechanism between Members: The settlement of disputes and complaints between Members will comply with the agreement and regulations between those Members. Gambaru will assist in providing information if Gambaru considers that the provision of information is necessary to assist in the settlement of disputes between the parties.

15. SUSPEND OR TERMINATION OF SERVICES

15.1. Gambaru has the right to suspend the performance of the agreement as notified to Talent in one of the following cases:

a. Due to Force Majeure Events

b. Delays and obstacles caused by Talent affect Gambaru's performance of the Services under the agreement.

15.2. Gambaru usually wants to be able to receive companionship and support from Talent, thus Gambaru wants to be able to keep that companion as long as possible. Gambaru, on the other hand, reserves the right to terminate the Member Account instantly and without notice in the following circumstances:

a. If Talent violates any terms, representations, commitments, provisions in these Terms And Conditions.

b. In the case of Gambaru: insolvency, bankruptcy, declaration of bankruptcy, dissolution or discontinuance, lawsuits threatening the majority of assets, inability to provide services for Talent.

c. Talent decides to stop using the Gambaru Platform at any time by canceling the Member Account.

d. Gambaru Platform no longer or may not continue to provide products/ services as determined by the competent authority; and/ or by a Force Majeure Event lasting 30 (thirty) days or more; and/ or at Gambaru's discretion to terminate the operation of the Gambaru Platform.

15.3. Consequences of terminating a Member Account: Gambaru or Gambaru's successor or assignee/ transferee will return the payments which is stored by Gambaru (if any) to the Talent after deducting any compensation, liability of Talent (if any). The arising costs incurred for sending and receiving payments (if any) will be paid by Talent.

16. GENERAL TERMS

16.1. Gambaru reserves the exclusive right to: i) modify, change, modify or interpret the terms and conditions of these Terms And Conditions or Gambaru Policies relating to the Service at any time that Gambaru deems appropriate; ii) refuse any request to negotiate, amend, discuss or prove the legitimacy of these Terms And Conditions or Gambaru's Policies relating to the Service to Member. Whenever Gambaru changes the contents of these Terms And Conditions or the Policy, the changes will come into effect immediately after Gambaru posts such revised provisions of these Terms And Conditions (specified via amending the date at the head of these Terms And Conditions). Gambaru has the right but has no obligation to update and notify Member when making adjustments, changes and updates to these Terms And Conditions or Policy. By continuing to use the Services at the Gambaru Platform, it means that Talent has agreed to the changes, updates and adjustments in these Terms And Conditions and Policy. Talent please check, update and follow regularly to update changes from Gambaru.

16.2. Any notice and other communication of Talent will be deemed valid and effective only when made by sending to the email address: contact@gambaru.io or in writing to: 6F the ARGYLE Aoyama , 2-14-4 Kita-Aoyama, Minato-ku, Tokyo, Japan.

16.3. Japanese laws will apply to handle disputes arising from these Terms And Conditions.

16.4. If any provision of these Terms And Conditions becomes void, unlawful or unenforceable, such invalid, unlawful or unenforceable provision shall not affect to the remaining terms of these Terms And Conditions.

16.5. In the event of a dispute arising in connection with these Terms And Conditions, Parties shall first settle the dispute on the negotiation or mediation basis. If Parties is unable to reach an mutual agreement through the above methods, the case will be resolved by an arbitration center in the country as agreed by the parties and will be resolved according to that center's rules of procedure.

16.6. Gambaru reserves the right to assign these Terms And Conditions and any of its rights and obligations under these Terms And Conditions, in whole or in part and Gambaru may also authorize the performance of any of its obligations in accordance with these Terms And Conditions to any third party.

16.7. Talent may not transfer these Terms And Conditions, in whole or in part, nor assign or sublicense the Talent’s rights in accordance the Terms And Conditions to any third party.

16.8. The titles used in these Terms And Conditions are for reference only and shall not be used or as a basis for the interpretation of these Terms And Conditions.

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