Terms of Use

These terms of use (the "Terms of Use") set forth on this page apply when accessing or using abay (the "Service") and the Application (each as defined below; the same applies hereinafter), as well as all information, offers, and/or operations provided through the Service and the Application, all of which are provided by Clover Holding Co., Ltd. Please read these Terms of Use carefully before downloading the Application and/or using the Service.

Agreement counterparty

The counterparty to this Agreement is Clover Holding Co., Ltd. (a privately held joint stock company established under the laws of Japan, with its head office at 16-28 Nanpeidai-cho, Shibuya-ku, Tokyo) ("Clover Holding").

Administrator's business hours: weekdays 10:00-17:00 (JST)
Customer service center: support@abay-travel.com
Website: https://abay-travel.com/
Online business hours: weekdays 10:00-17:00 (JST)

Service provided by abay

Individuals who download and install on a mobile device (smartphone) the application ("Application") provided, managed, and operated by Clover Holding (a company incorporated under the laws of Japan, with its offices at DAIWA Shibuya Square 6F, 16-28 Nanpeidai-cho, Shibuya-ku, Tokyo) and who access or use the Service and/or the Application ("Users") are provided with a means for travelers to request, as a third party, travel support (i.e., requests for assistance made via smartphone or personal computer), as well as with information on travel support providers (persons who, upon receiving support requests from travelers, either go to the physical location or provide online assistance) and on Events, privately organized by individuals, sold by travel support providers.

An "Event" means an occasion that a travel support provider plans as an individual and provides to travelers with the date, time, place, and content determined in advance, being the provision of interpretation, guidance, on-site accompaniment, or opportunities for experiences and interaction (including demonstrations of and instruction in cooking, crafts, and the like, interaction programs involving food and drink, outdoor activities, and so on), or a combination thereof. Events do not include the arrangement of transportation or accommodation, or the creation or proposal of itineraries spanning multiple days (see "Scope of Services and Prohibited Operations of Travel Support Providers").

In these Terms of Use, all services that abay provides to Users (meaning, collectively, travelers (requesters) and travel support providers) through the Application are referred to as the "Services."

abay is a platform operator engaged in the business of providing matching between Users (travelers and travel support providers), payment-collection agency services, and communication tools. abay itself does not provide services (support services or Events) to travelers. Service-provision agreements are concluded directly between travel support providers and travelers, and abay is not a party to such agreements.

Agreement between abay and Users

By using the Application or the Service, the User is deemed to have agreed to these Terms of Use, and an agreement (the "Agreement") between the User and abay shall be deemed concluded. To use the Application or the Service, the User must provide abay with certain personal information (name, address, owned licenses for other platforms, and the like, as well as e-mail address). Note that, in order to receive compensation, the provision of the information necessary for the identity verification procedure set forth in "Remittance and Treatment of Unreceived Compensation" below is separately required. After completion of the User's registration in the prescribed system, abay will set up a personal account that the User can access using a password of their own choosing.

The Application and the Service may be used only by persons of statutory majority age. Persons resident in jurisdictions in which the use of the Application or the Service is restricted by age limits set by law, or in which entering into this Agreement is restricted by age limits, may not use the Service or the Application unless they comply with the applicable age limits.

Users represent that, as individuals, they have the capacity to enter, on their own account, into a binding agreement with respect to these Terms of Use.

Independence of Travel Support Providers and Their Relationship with abay

Travel support providers are independent self-employed individuals separate from abay, and no employment relationship, worker-dispatch relationship, or relationship of direction or supervision based on a service-outsourcing contract exists between them and abay.
The service-provision agreement between a travel support provider and a traveler is concluded directly between the travel support provider and the traveler upon establishment of matching on the Application (completion of payment by the traveler), and abay is not a party to such agreement.
abay does not direct or supervise travel support providers as to the specific content or method of their services, or as to the place or hours of their work. Travel support providers provide services at their own discretion and responsibility.
Travel support providers have full discretion as to whether to accept individual support requests from travelers or requests for which they have applied. abay will not impose any reduction in compensation, demotion of account status, disadvantage in evaluation, or other sanctions on a travel support provider for the reason that the provider declined a request or did not apply for a request.
Travel support providers are free to engage in other businesses in parallel with the Service (concurrent business activities) or to register with and provide services through other platforms (use of other platforms). abay does not restrict such activities.
Travel support providers shall, at their own responsibility, fulfill their statutory obligations as independent self-employed individuals, including filing of their own income tax returns and arrangements for social insurance.

Qualification Requirements and Insurance for Travel Support Providers

Registration as a travel support provider is limited to persons registered as licensed guide interpreters under the Licensed Guide Interpreters Act (通訳案内士法) of Japan (national government licensed guide interpreters (全国通訳案内士) or regional guide interpreters (地域通訳案内士)). In order to ensure the quality of the Service, abay may require the submission of documents evidencing such qualification at the time of application for registration or at any time thereafter.
In order to register an Event, a travel support provider must be covered by liability insurance for licensed guide interpreters or other liability insurance meeting requirements separately specified by abay. abay may require the submission of documents evidencing such insurance coverage, and may decline to accept the registration or publication of an Event until such coverage has been confirmed.
If a travel support provider ceases to satisfy the requirements set out in the preceding two paragraphs due to revocation, lapse, or non-renewal of the qualification or insurance, or for any other reason, the travel support provider shall notify abay without delay.
If it is found that a travel support provider does not satisfy the requirements set out in the preceding three paragraphs, abay may suspend the account of that travel support provider, unpublish that travel support provider's Events, or terminate this Agreement.
The insurance requirement under this Article does not mean that abay assumes or guarantees any liability owed by a travel support provider to travelers or any other third party. Liability arising from the provision of services shall be borne by the travel support provider.

Scope of Services and Prohibited Operations of Travel Support Providers

The services that a travel support provider may provide through the Service are limited to interpretation, guidance, on-site accompaniment, the provision of opportunities for experiences and interaction (including demonstrations of and instruction in cooking, crafts, and the like, interaction programs involving food and drink, outdoor activities, and so on), and services incidental thereto.
A travel support provider must not perform, through the Service, any of the following operations. This is because they constitute, or may constitute, travel services under the Travel Agency Act (旅行業法) (the arrangement of transportation or accommodation, or planned tours), and are outside abay's scope of business.
1. Purchasing or booking tickets for transportation (railways, buses, taxis, aircraft, ships, etc.) on behalf of another
2. Booking, or changing bookings for, accommodations (hotels, ryokan, vacation rentals, etc.) on behalf of another
3. Purchasing or booking admission tickets or other tickets for facilities, events, and the like on behalf of another
4. Creating or proposing itineraries spanning multiple days
5. Proposing or selling package plans combining transportation and accommodation
6. Travel consultation that extends to the arrangements, or the creation or proposal of itineraries, described in the preceding items
7. Any other operation that constitutes, or may constitute, a travel service under the Travel Agency Act
The prohibitions in this Article cover a travel support provider making arrangements, bookings, or purchases, or creating itineraries, on behalf of a traveler . They do not preclude a travel support provider from assisting, through interpretation, guidance, or advice, with arrangements, bookings, or purchases that the traveler makes themselves.
The restrictions in the preceding two paragraphs are restrictions within the Service based on the fact that neither abay nor the travel support provider holds a travel agency registration. They do not preclude a travel support provider from performing these operations outside the Service after obtaining a travel agency registration.
If a travel support provider violates this Article, abay may suspend the account of that travel support provider or terminate this Agreement. If such violation causes damage to abay or a third party, the travel support provider shall be liable to compensate for such damage.

Use of the Service and the Application

By using the Application, travel support providers may receive support requests from travelers (requesters; hereinafter "travelers"). It is recommended that the mobile device (smartphone) on which the Application is downloaded be equipped with a GPS receiver in order to receive such requests. When on-site assistance for a traveler is required, the GPS receiver captures the travel support provider's location information and transmits it to the traveler. Whether to accept or decline a support request received from a User is at the travel support provider's sole discretion.

Matching Methods

Matching between travelers and travel support providers under the Service is carried out by either of the following two methods.

Candidacy Method : The traveler enters the contents of the request (location, time, support items) and publishes the request on the Application; travel support providers then apply for the request, and the traveler selects from among the candidates.
Nomination Method : The traveler selects a specific travel support provider and submits the request directly to that travel support provider, with the matching being established upon acceptance by the travel support provider.

Provisions concerning candidacy

At the point a travel support provider applies for a request, the travel support provider shall be deemed to have expressed an intention to respond to that request.
An application is valid for 30 minutes from the time it is made, and if no selection by the traveler or re-application occurs within that period, the application automatically lapses.
A travel support provider may withdraw their own application only before being selected by the traveler.
After being selected by the traveler, the travel support provider cannot withdraw the application for that request, nor decline to respond. The application is treated as a commitment to provide the support if selected.
In the event that, after selection, a travel support provider is unable to respond due to unavoidable circumstances, the travel support provider shall promptly contact abay's customer service desk ( support@abay-travel.com ), and any adjustment with the traveler shall be made via abay operations.

Acceptance or refusal of nominations

When a travel support provider receives a nomination from a traveler under the Nomination Method, whether to accept or decline that nomination is at the travel support provider's sole discretion. abay will not impose any disadvantage on a travel support provider for the reason that the provider declined a nomination.

Treatment during the awaiting-payment state

At the point when the traveler selects a candidate under the Candidacy Method, or when the travel support provider accepts a nomination under the Nomination Method, the request transitions to the "awaiting-payment state."
While in the awaiting-payment state, the combination of the selected travel support provider and the request is exclusively locked, and the travel support provider cannot withdraw the application for that request.
The awaiting-payment state ends either when the traveler completes the payment, or when an automatic rollback occurs if payment is not completed within the time prescribed by abay.

Collection and Use of Location Information

In connection with the provision of support services, the Application collects and uses location information of Users as follows.

Background Location Collection While Available for Support: While the travel support provider has "Available for Support" turned ON, location information continues to be collected and transmitted, even when the Application is in the background (including when the application is closed), for the purpose of matching with nearby travelers. This collection can be stopped by turning "Available for Support" OFF.
Background Location Collection During Support Sessions: During an active support session, location information continues to be collected even when the Application is in the background (including when the application is closed). The purpose is to facilitate meet-ups with the traveler and to ensure safe delivery of the support service.
Automatic Start and Stop: Background location collection starts automatically when a support session begins and stops automatically when the session ends.
Location Sharing: During a support session, regardless of whether the support is in person or online, the location information of both the traveler and the travel support provider is recorded and shared in real time with the matched counterpart.
How to Stop: Users may stop background location collection at any time by revoking location permissions in the device's OS settings. However, if location collection is disabled, some service features may not function properly.

For details on the handling of location information, please refer to our "[Privacy Policy]( Privacy Policy )."

Whether or not to use the Application to receive a traveler's acceptance of a support service is left to the travel support provider's free discretion. If the travel support provider accepts a request, the traveler will be notified through the Application and provided with information about the travel support provider, such as name, real-time location displayed via the map function, customer service rating, and the like; contact with the traveler is also enabled through the calling functionality offered by the Application. Through the Application, a travel support provider who has accepted a support request may also check the traveler's current location in real time.

Through the Application, travel support providers may sell to travelers the Events that they themselves have planned. However, in order to sell Events, the travel support provider must complete, on their own, an e-learning course based on written explanations provided by abay to acquire the knowledge necessary to conduct Events, and must pass a qualifying examination.

Notice: The abay service itself does not provide support services. abay is not a travel agency. Whether or not to sell support services requested through the Application or the Service, or to sell Events by a travel support provider who has passed the qualifying examination, is left to the discretion of the travel support provider. abay's activities are limited to acting as the provider of the Application, introducing travel support providers capable of resolving travelers' travel-related issues, providing information on Events organized for sale by individual travel support providers, matching travelers with travel support providers, and serving as an intermediary in the sale by travel support providers of their Events. No employment relationship exists between abay and any travel support provider.

Users (meaning, collectively, travelers (requesters) and travel support providers) warrant that the information provided to abay is accurate and complete. abay may verify the information provided and may, at any time and without giving any reason, refuse to provide the Service to a User, and/or Clover Holding may refuse to allow the User to use the Application.

Users may not access the Service in any manner other than as permitted. Users shall confirm that the Application downloaded to their mobile device (smartphone) is appropriate. If a User fails to do so and uses a mobile device (smartphone) that is incompatible with the Application, or downloads an inappropriate version of the Application to such device, neither abay nor its affiliates shall be liable for any damages incurred by the User as a result. Where a User uses the Service or the Application on an incompatible or unauthorized device, abay reserves the right to terminate the provision of the Service to that User, and Clover Holding reserves the right to terminate that User's use of the Application.

In connection with the use of the Application or the Service, Users agree to each of the following.

Users will use the Service or download the Application solely for their own personal use, and will not allow any third party to use the Service or resell the Application to any third party.
Users will not allow any third party to use their account.
Users will not assign or transfer their account to any other individual or corporation.
Travel support providers may maintain only one account on the Application, unless with written permission.
Users will not, without proper authorization, use any account to which a third party has rights.
Users will not use the Service or the Application for any unlawful or improper purpose, including the transmission or storage of illegal information or illegal materials.
Users will not, in connection with the use of the Service or the Application, engage in any conduct that causes annoyance, discomfort, or inconvenience to other travelers, other travel support providers, third parties, or staff related to abay.
Users will not interfere with the proper operation of any system or network related to the Service.
Users will not in any manner cause damage to the Service or the Application.
Users will not, without written permission, reproduce or distribute the Application or any other abay Content (see definition below; the same applies hereinafter).
Users will keep confidential and securely store any account passwords used to access the Service and the Application, and any ID information provided by abay.
Users will provide abay with proof of identity when abay so requests on reasonable grounds.
Users acknowledge that standard messaging charges may apply when sending or receiving support service requests using SMS (Short Message Service) (if available in the User's region).
Users will not use the Service or the Application with incompatible or unauthorized devices.
Users will comply with the laws and regulations of the country and local jurisdiction in which they are located when using the Application or the Service.

If a User breaches any of the above provisions, abay reserves the right to immediately terminate the provision of the Service to, and the use of the Application by, such User.

Payment

Travel support providers may receive, through abay, the fees for each Service used by travelers.

Method of Determining Fees

The support fees for the Service (chat support, telephone support, video call support, and on-site support) are based on the standard fee (Floor Value, minimum fee) prescribed by abay for each service type. The standard fees are displayed in the Application.
Travel support providers may set their individual fees at their own discretion, above the standard fee (Floor Value) as a lower bound. There is no upper limit.
If a travel support provider has not set an individual fee, the standard fee (Floor Value) shall apply as that provider's fee.
Fees may not be set below the standard fee (Floor Value).
The fees for Events planned and provided for sale by travel support providers who have passed the qualifying examination are determined at the discretion of the travel support provider and are displayed in the Application.
The amount of any gratuity that a traveler voluntarily pays to a travel support provider is determined at the traveler's discretion.

Amounts Received and Commissions

Each fee paid by a traveler includes abay's intermediation commission (30% of each fee, inclusive of consumption tax and the like thereon) and the remittance fees of the financial services providers used by abay. abay will pay to the travel support provider the balance after deducting such intermediation commission and remittance fees (the consumption tax and the like on the consideration for the travel support provider's services will not be deducted).
Gratuities voluntarily paid by travelers to travel support providers do not include any intermediation commission, but will be subject to the remittance fees of the financial services providers used by abay. abay will pay such gratuities to the travel support provider less such remittance fees.
Travel support providers agree that all fees and related amounts (such as taxes) for all services provided by travel support providers and abay shall be paid into the financial institution account provided by the travel support provider at the time of registration for use of the Service (which payment instrument must be one designated by abay). Travel support providers are responsible for providing abay at all times with valid receiving-account information for the payment of all service fees.
abay uses a third-party remittance processor (the "Remittance Processor") to link the receiving account (such as a bank account) for remittances to travel support providers to the Application and the Service. The processing of remittances in connection with the use of the Application and the Service shall be governed, in addition to these Terms of Use, by the terms and conditions and privacy policies of the Remittance Processor and of the remittance-instrument provider to travel support providers (such as remittance service providers). abay shall not be liable for any negligence on the part of the Remittance Processor. In connection with the travel support provider's use of the Service, abay will obtain certain transaction information. Such information will be used solely by abay in accordance with abay's "[Privacy Policy]( Privacy Policy )."

Timing of Payment

At the point when the traveler selects a candidate for the request or accepts the nomination of the travel support provider, the traveler's payment is initiated (see "Treatment during the awaiting-payment state" above).
At the point when the traveler's payment is completed, the fee corresponding to the request becomes final.
Remittance to the travel support provider is made individually, from time to time, for each support engagement, without setting any particular closing date; provided, however, that remittance is made after both of the following have been completed: (a) completion of the services for the relevant support (or, where a cancellation fee arises, finalization of such cancellation), and (b) receipt (deposit) by abay of the relevant payment amount from the payment business operator. As a rule, the target is the business day following the day on which both are completed. Accordingly, even where payment is made prior to the provision of the services, as in the case of an advance reservation, remittance will be made after completion of the services. As the timing of the deposit varies depending on the processing status of the payment business operator and other factors, abay does not guarantee any particular payment date.

Treatment of Payments and Tax Treatment

abay sets forth the following provisions regarding the treatment of payments to travel support providers and the tax treatment thereof. abay is not a party to the service-provision agreement; it is an intermediary that receives payments from travelers as a collection agent and pays them to travel support providers (see "Independence of Travel Support Providers and Their Relationship with abay").

Article 1 (Agency Receipt of Payments / Collection Agency)

The travel support provider grants abay the authority (agency-receipt authority) to receive, on behalf of the travel support provider, the payments for the services (support services and Events) paid by travelers.
Based on the authority set forth in the preceding paragraph, abay receives the full amount of the payment from the traveler as a collection agent, and pays to the travel support provider the balance after deducting the intermediation commission (inclusive of consumption tax and the like thereon) and remittance fees and the like set forth in these Terms of Use. Upon the traveler's payment to abay, the traveler's obligation to pay the travel support provider shall be deemed discharged. (The consumption tax and the like on the consideration for the services provided by the travel support provider belong to the travel support provider as the sales thereof. abay does not deduct such amount at source.)
The service-provision agreement is concluded directly between the travel support provider and the traveler, and abay is not the seller of such services. What abay records as its own sales is limited to the intermediation commission set forth in these Terms of Use.

Article 2 (Notification and Confirmation of Payment Statements)

abay will, on a monthly basis, notify the travel support provider, on the Service, of a Payment Statement (a report concerning the travel support provider's sales) setting forth the breakdown of the compensation finalized during the relevant period and the deductions. The travel support provider may, at any time through the Service, view their own Payment Statements.
A Payment Statement is reference information for the travel support provider to file their own tax returns and the like; it is not a document (a Purchase Statement) indicating that abay has purchased services from the travel support provider.
With respect to the contents of a Payment Statement, the travel support provider may, within 14 days from the date of receipt of the notice from abay, file an objection via the inquiry function within the Application or via abay's customer service desk ( support@abay-travel.com ). abay will promptly investigate the contents of the objection and, if it determines that correction is necessary, re-issue the corrected Payment Statement. As a rule, any monetary adjustment based on the correction will be settled in the next payment . The period set forth in this paragraph is a deadline for making a request in order to facilitate the smooth adjustment of payment amounts, and does not limit any legal rights of the travel support provider.

Article 3 (Invoices and Qualified Invoices)

abay does not receive individual invoices from travel support providers. Travel support providers do not bear the administrative burden of issuing invoices to abay.
abay will issue to the travel support provider a Qualified Invoice (as prescribed in Article 57-4, Paragraph 1 of the Consumption Tax Act) with respect to the intermediation commission that abay receives. abay does not issue a Qualified Invoice with respect to the consideration for the services provided by the travel support provider (support services and Events for travelers) (because abay is not the seller of such services).
The issuance of any invoice (whether a Qualified Invoice, a receipt, or any other document however designated) concerning the services provided by a travel support provider shall be performed under the responsibility of the travel support provider themselves . Registration as a Qualified Invoice Issuing Business Operator (the "Invoice System") is at the option of the travel support provider. abay will not impose any reduction in compensation, demotion of account status, disadvantage in evaluation, or other sanctions on a travel support provider on the basis of whether or not the provider is registered.
To support the issuance by the travel support provider set forth in the preceding paragraph, abay may provide a function (issuance on behalf of the travel support provider) to prepare and deliver, in the name of the travel support provider , the receipts and invoices that the travel support provider delivers to travelers. In such case, the amount, date, and transaction details shall be automatically stated by the system based on abay's payment records, and the travel support provider shall accurately register the notation of their own name as the issuer, whether or not they are registered as a Qualified Invoice Issuing Business Operator, and their registration number. The documents delivered through such function are delivered by the travel support provider as the issuer, and abay does not thereby become the seller of such services. The travel support provider is responsible for the accuracy of the information registered by the travel support provider.

Article 4 (Locus of Tax Responsibility)

The tax affairs of the travel support provider (including determinations as to whether the provider is a taxable business under the Consumption Tax Act, the filing of income-tax and consumption-tax returns, and the necessity of registering as a Qualified Invoice Issuing Business Operator) shall be processed at the travel support provider's own responsibility.
abay may, through help-center articles, annual notices, and the like, provide general and neutral reference information regarding taxation, but this does not constitute tax advice. For specific tax determinations, please consult a tax accountant or the competent tax office.

Remittance and Treatment of Unreceived Compensation

Article 5 (Identity Verification for Remittance)

In remitting funds to a travel support provider, abay makes the completion of the identity verification procedure (verification of name, address, date of birth, identification documents, etc.) by a third-party remittance processor (such as Stripe) a condition. Prior to receiving compensation, the travel support provider shall provide the information and documents necessary for such procedure.
While the identity verification procedure is not completed, abay may withhold remittance to the relevant travel support provider until the procedure is completed. Even in such case, the claim to compensation for services already provided by the travel support provider shall not be extinguished.
Where the reason that identity verification is not completed is a correctable one, such as a deficiency in documents, abay will guide the travel support provider to resubmit. Where completion is difficult for a reason such as the inability to prepare identification documents, abay will pay the already-finalized compensation, within a reasonable period, by a method separately designated by abay (such as bank transfer). Payment in such case may be made at a time and by a method different from ordinary remittance (a monthly or other cycle prescribed by abay). This shall not apply, however, where a serious risk set forth in the following paragraph is found.
Where any of the following grounds (each, a "Ground for Withholding Payment") is found, abay may withhold payment to the relevant travel support provider until such ground is resolved or it is confirmed that it does not apply, and may, where necessary under the relevant laws and regulations (the Foreign Exchange and Foreign Trade Act, the Act on Prevention of Transfer of Criminal Proceeds, and other applicable laws and regulations), report to the relevant authorities.
1. Where the remittance processor or abay finds that the travel support provider falls under, or is suspected of falling under, a person subject to asset-freezing or other measures under the Foreign Exchange and Foreign Trade Act, or any other person designated as subject to economic sanctions by the Japanese government or a foreign government or the like
2. Where the transaction giving rise to the compensation is found to constitute a suspicious transaction under the Act on Prevention of Transfer of Criminal Proceeds, or where fraudulent use of a payment method or other misconduct is suspected in connection with the payment
3. Where the services giving rise to the compensation are found to have been provided in violation of laws and regulations or these Terms of Use (including "Scope of Services and Prohibited Operations of Travel Support Providers")
4. Where the travel support provider is found to fall under the anti-social forces defined in "Exclusion of organized crime" below
The withholding of payment under the preceding paragraph does not extinguish the claim to compensation for services already provided by the travel support provider.
Until the identity verification procedure is completed, abay may restrict the travel support provider from newly applying for requests, accepting nominations, or publishing Events. The provisions of the preceding paragraphs concern the treatment of compensation for services already provided by the travel support provider, and completion of the identity verification procedure is a condition for continued activity on the Service.

Article 6 (Treatment of Unreceived Compensation)

Where a travel support provider is unable to receive compensation due to reasons on the part of the travel support provider, such as an unregistered remittance account or an incomplete identity verification procedure, such compensation shall be withheld as an obligation owed by abay to the travel support provider. abay will notify the travel support provider urging them to complete the receipt procedure.
abay will not cause unreceived compensation to lapse (be forfeited) automatically upon the passage of a certain period. Should abay change this treatment in the future, it will do so in accordance with the procedure set forth in "Modification of the Service and the Terms of Use" (Article 548-4 of the Civil Code). Claims to unreceived compensation are subject to extinctive prescription as prescribed by the Civil Code and other laws and regulations.

Article 7 (Recourse and Set-off upon Refund or Chargeback)

Where, after remittance to a travel support provider, a refund, cancellation of payment, or chargeback (cancellation of payment by a credit card company or the like) occurs due to the traveler, and abay is unable to recover the relevant amount, abay may request from the travel support provider the return of the portion of the compensation already paid corresponding to such cancellation. The amount whose return is so requested shall not exceed the amount actually paid by abay to the travel support provider in respect of such cancellation.
abay may set off the claim for return set forth in the preceding paragraph against compensation to be paid to the travel support provider in the future. When abay effects a set-off, it will notify the travel support provider in advance of the amount and breakdown thereof.
The preceding two paragraphs shall not apply where the refund or cancellation is due to a cause attributable to abay (such as an error in payment processing).

Indemnification

Users (meaning, collectively, travelers (requesters) and travel support providers) agree to indemnify, defend, and hold harmless abay and its affiliates, and their respective directors, officers, employees, attorneys, agents, licensors, and other Users from and against all claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from or relating to any of the following.

Any breach or non-compliance by a User of any provision of these Terms of Use, or of any applicable law or regulation, whether or not stated in these Terms of Use.
Any infringement by a traveler of the rights of any third party, including travel support providers, when the traveler requests support services through the Application.
Any use or misuse of the Application or the Service by Users (meaning, collectively, travelers (requesters) and travel support providers).

Cancellation of requests and cancellation policy

Travelers may cancel a requested support service. However, the cancellable services are only the following.

Cancellation of support reservations made prior to travel (reservations for chat support, telephone support, video call support, on-site support, etc.)
- No cancellation fee will be charged for cancellations made 4 or more days before the reserved support date (inclusive of 4 days counting the support date).
- For cancellations made 3 days before, 70% of the support fee (including tax) will be refunded, and the remaining 30% (including tax) will constitute the cancellation fee, with the travel support provider being paid the fee less abay's commissions (including tax).
- For cancellations made 2 days before, 50% of the support fee (including tax) will be refunded, and the remaining 50% (including tax) will constitute the cancellation fee, with the travel support provider being paid the fee less abay's commissions (including tax).
- For cancellations made on the day before (1 day before), 100% (including tax) of the support fee will constitute the cancellation fee, and the travel support provider will be paid the fee less abay's commissions (including tax).
- For cancellations made on the day of the reserved support, 100% (including tax) of the support fee will constitute the cancellation fee, and the travel support provider will be paid the fee less abay's commissions (including tax).
Cancellation of reservations for Events privately organized by travel support providers Cancellation fees concerning Events are determined at the discretion of the individual travel support provider. Travel support providers must establish the cancellation rules for each Event with reference to abay's basic cancellation-fee standards. However, the rule that a cancellation on the day of the Event incurs a cancellation fee (including tax) in the full amount is a common cancellation standard for both travel support providers and abay. Taxes are governed by the tax laws of each country.

Responsibilities of abay

abay does not represent or warrant that the information, offers, or services provided to Users on the Website or through the Application are error-free, current, accurate, or complete. While abay will exercise reasonable efforts to keep the Website, the Application, and their contents available, error-free, and current, abay does not warrant that the content of the Website or the Application is available, free of defects, malware, or viruses, or that the Website and the Application are error-free, current, accurate, or complete.

abay shall not be liable for any damages, including damages caused by malware, viruses, or the inaccuracy or incompleteness of the Website or the Application, arising from or relating to the use (or inability to use) of the Website or the Application, or the use (or inability to use) of electronic communication means thereon.

With respect to the use by Users of electronic communication means on the Website or the Application, abay does not warrant that there will be no failure or delay in electronic communication means, no interruption or manipulation of electronic communication means by third parties or by computer programs used in such means, and no transmission of malware or viruses.

abay makes no representations or warranties other than those expressly set forth in this Agreement.

The service-provision agreement is concluded directly between the travel support provider and the traveler, and abay is not a party thereto. Accordingly, abay shall not be liable for any damages relating to or arising from the content, quality, or safety of the services provided by the travel support provider, or the conduct of the traveler. Users (meaning, collectively, travelers (requesters) and travel support providers) shall, as a rule, submit any complaints or claims concerning support services or Events directly to the counterpart party. While abay may, on occasion, cooperate in mediation regarding troubles between the parties, ultimate responsibility lies with both parties.

In the event that abay becomes liable to a User (meaning, collectively, travelers (requesters) and travel support providers) in connection with the Application or the Service, abay's liability, except in case of willful misconduct or gross negligence on the part of abay, shall be limited to compensation for ordinary and direct damages actually incurred by the User, up to a total amount of US$1,000 (or the equivalent in Japanese yen).

Grant of license, limitations, and copyright policy

The terms used in these Terms of Use shall have the meanings set forth below.

"Content" means all content posted or displayed, including logos, icons, trademarks, text, graphic text, graphics, photographs, images, video, audio, illustrations, music, software (including the Application), opinions, comments, reviews, designs, links, questions, suggestions, information, or other materials.

"abay Content" means any content owned and used by abay and its operating company Clover Holding, or by licensors, that is made available through the Website or the Application, including content licensed from third parties, but excluding content of Users (meaning, collectively, travelers (requesters) and travel support providers).

"User Content" means any content that Users post, upload, publish, submit, or transmit, and that becomes available on the Website or through the Application.

"Collective Content" refers collectively to abay Content and User Content.

Subject to compliance with these Terms of Use, abay and/or its affiliates grant Users a limited, non-exclusive, royalty-free, non-transferable license to:

View, download, and print abay Content, limited to non-commercial, personal use.
View User Content to which abay provides access, limited to non-commercial, personal use.

Users may not sublicense the license rights granted under these Terms of Use.

Except as expressly permitted in these Terms of Use, Users may not use, copy, adapt, modify, create derivative works from, distribute, license, sell, transfer, publicly display, publicly perform, reproduce, transmit, stream, broadcast, or unlawfully exploit the Website, the Service, the Application, or Collective Content. Users may not reuse any Collective Content without the prior written consent of abay. No licenses or rights are granted to Users except as expressly granted in these Terms of Use.

Users' grant of license

abay may, at its sole discretion, permit Users to post, upload, publish, display, or transmit User Content on the Website or through the Application. To the extent permitted by applicable law, User Content shall be deemed non-confidential public information. Accordingly, to the extent permitted by applicable law, Users grant to abay, and abay shall hold, a non-exclusive, royalty-free right to use, reproduce, distribute, or disclose to third parties any User Content worldwide, for any purpose and in any medium.

Users acknowledge that abay functions merely as a passive conduit for the distribution of User Content, is not responsible for the substance or accuracy of User Content, and is not liable for damages to Users or any third party. abay shall not continuously monitor, and is under no obligation to monitor, User Content published by Users or maintained among Users. Without limiting the foregoing, Users acknowledge and agree that any remarks, opinions, comments, suggestions, or other information displayed or stated in User Content do not represent those of abay.

Users shall in all cases use User Content at their own risk. Users represent and warrant that User Content posted or transmitted by them is their own original creation, is not a copy of any third party's work, does not infringe any third party's intellectual property rights, privacy rights, or personality rights, and does not contain any defamatory or libelous content. Users further represent and warrant that they are entitled to grant the license set forth in this section.

Users agree to indemnify, defend, and hold harmless abay and its affiliates and their respective licensors from and against all claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from or relating to any User Content posted or transmitted by Users, or any other use by Users of the Website, the Service, or the Application.

abay reserves the right, at its sole discretion, to block or remove in whole or in part any User Content posted or transmitted by Users that abay determines to be in contravention of these Terms of Use or otherwise unacceptable to abay (including any content that infringes or may infringe an intellectual property right, privacy right, or personality right of any third party).

Users agree to notify abay in writing immediately upon discovery of any User Content that contravenes these Terms of Use. Users agree to provide abay with sufficient information to enable abay to investigate whether such User Content contravenes these Terms of Use. abay will investigate the matter in good faith at its sole discretion and consider any action to be taken, but does not guarantee or represent that the relevant User Content (in whole or in part) will be blocked or removed.

License for the Application

Subject to Users' (meaning, collectively, travelers (requesters) and travel support providers) compliance with these Terms of Use, Clover Holding grants Users a limited, non-exclusive, royalty-free, non-transferable license to download and install a copy of the Application on a mobile device (smartphone) owned or controlled by the User, and to run such copy solely for the User's personal use.

Users shall not:

In any manner license, sublicense, sell, resell, assign, transfer, distribute, commercially exploit, or provide to any third party the Service or the Application.
Modify or create derivative works based on the Service or the Application.
Create links to the Service, or frame or mirror the Application on any other server or wireless or Internet-based device.
Access the Application for the purpose of performing reverse engineering, creating or building a competitive product or service, creating or building a product using similar ideas, characteristics, functions, or graphics of the Service or the Application, or reproducing any ideas, characteristics, functions, or graphics of the Service or the Application.
Launch any automated programs or scripts, including web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses, worms, programs that send more than one server request per second, or programs that improperly interfere with the operation or performance of the Service or the Application.

Users shall not:

Send spam or duplicative unsolicited e-mail.
Send or store any information or representation that infringes copyright, or that is obscene, threatening, defamatory, unlawful, or tortious, including material harmful to children or that violates third-party privacy rights.
Send or store any data that contains software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs.
Interfere with or disrupt the integrity or execution of the Website, the Application, the Service, or the data incorporated therein.
Attempt to gain improper access to the Website, the Application, the Service, or related systems or networks.

abay reserves the right to investigate and prosecute any breach of the above to the fullest extent of the law. Users acknowledge that, while abay and its affiliates are under no obligation to monitor Users' access to or use of the Website, the Application, or Collective Content, or to review or edit any Collective Content, abay has the right to do so in operating the Website, the Application, and the Service, to ensure Users' compliance with these Terms of Use, and to satisfy applicable laws and regulations or any order or request of a court, administrative agency, or other governmental body. abay reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that abay, at its sole discretion, considers to be in contravention of these Terms of Use or harmful to the Website, the Service, or the Application.

Copyright policy

Complaints concerning copyright infringement should be directed to abay's customer service desk ( support@abay-travel.com ).

Ownership of intellectual property

abay (together with Clover Holding and its licensors) solely owns all right, title, and interest in and to all intellectual property relating to the Website, the Application, and the Service, and to any suggestions, ideas, improvement requests, feedback, recommendations, and other information provided by Users (meaning, collectively, travelers (requesters) and travel support providers) or by third parties in connection with the Website, the Application, or the Service.

These Terms of Use do not constitute an assignment, and no ownership rights in the Website, the Application, or the Service, or any intellectual property rights owned by abay and Clover Holding, are transferred to Users. abay's name, logo, and any product names related to the Application and the Service are trademarks of Clover Holding, and no right or license to use them is granted to Users.

Third-party services and content

The Service may be made available in connection with, or grant access to, third-party services and content (including advertisements) not controlled by abay. When a User clicks on a link to a third-party service or content, the User will become subject to the terms of use and privacy policy of that website, link, or third-party provider. abay will not warn Users that they have left the Service or that they will become subject to the terms of use (including privacy policies) of other websites, links, or third-party providers. Links to third-party websites and advertisements are not part of the Service and are beyond abay's control, and Users use them at their own risk. Users acknowledge that the use of such third-party services and content may be subject to terms of use and privacy policies different from those of the Service. abay does not endorse such third-party services and content and shall in no event be liable for the products and services of such third-party providers. In addition, where the Service is accessed using the Application developed for mobile devices running Apple iOS, Android, Microsoft Windows, or other operating systems, Apple Inc., Google Inc., Microsoft Corporation, the other respective operating system providers, and/or their applicable international subsidiaries and affiliates shall be third-party beneficiaries of this Agreement. Such third-party beneficiaries are not parties to this Agreement and are in no way responsible for the provision or support of the Service. When Users access the Service using such devices, they shall be subject to the terms set forth in the terms of service of the relevant third-party beneficiaries.

Relationships with third parties

When using the Website, the Application, and the Service, Users (meaning, collectively, travelers (requesters) and travel support providers) may from time to time be provided with links to websites owned or managed by third parties for the purpose of initiating communications, purchasing goods or services, accessing third-party advertisements, and the like. Activities outside the Website, the Application, and the Service that arise through such links are not within abay's control.

When using the Website, the Application, and the Service, Users may initiate communications with, purchase goods and/or services from, or access advertisements of, third-party service providers, advertisers, or sponsors who offer goods and/or services through links on the Website, the Application, and the Service. Activities outside the Website, the Application, and the Service that occur through such links are not within abay's control. The websites accessed through such links have their own terms and conditions and privacy policies. abay is not responsible and cannot be held liable for the content or activities of such websites, and Users access such websites at their own risk.

Such websites may send their own cookies to Users to collect data or request the provision of personal information, and Users are advised to review the terms of use and privacy policy of such websites before accessing them.

Agreement term and termination

The agreement between abay and Users (meaning, collectively, travelers (requesters) and travel support providers) is concluded without a fixed term.

Users may terminate this Agreement at any time by completely deleting the Application installed on their mobile device (smartphone), thereby disabling the use of the Application and the Service. Users may delete their account at any time from the settings screen within the Application; provided, however, that where there is an ongoing support session or a scheduled Event, or where, in the case of a travel support provider, there remains unsettled compensation or the procedures for finalizing documents required to be issued or retained under tax law have not been completed, the account cannot be deleted until these are completed. For details on the handling of data upon account deletion, please refer to our "[Privacy Policy]( Privacy Policy )."

abay may immediately terminate this Agreement at any time (by disabling the User's use of the Application and the Service) in any of the following cases.

If the User has breached any provision of these Terms of Use.
If abay determines that the User is using the Application or the Service improperly.
If abay determines that the travel support provider has performed any of the prohibited operations set forth in "Scope of Services and Prohibited Operations of Travel Support Providers" above.

abay has no obligation to give prior notice of termination of the Agreement. After termination, abay will provide a related notice in accordance with these Terms of Use.

The provisions set forth under the headings "Indemnification," "Responsibilities of abay," "Scope of Services and Prohibited Operations of Travel Support Providers," the User-license-grant and indemnification provisions in "Users' grant of license," "Treatment of Payments and Tax Treatment" (Articles 1-4), "Remittance and Treatment of Unreceived Compensation" (Articles 5-7), "Severability," "Modification of the Service and the Terms of Use," "Supplemental terms," "Notice," "Assignment," and "Governing law and dispute resolution" shall remain in force and effect after the expiration or termination of these Terms of Use.

Severability

The invalidity or unenforceability of any provision of these Terms of Use shall not affect the validity of the other provisions of these Terms of Use.

If any provision of these Terms of Use is invalid or unenforceable, in its place there shall be substituted, between the parties, a provision that is acceptable in light of all circumstances and that, to the greatest extent possible, is consistent with the original provision, taking into account the content and purpose of these Terms of Use.

Modification of the Service and the Terms of Use

abay reserves the right, at any time and at its sole discretion, to modify or replace any of these Terms of Use, or to change, suspend, or discontinue the Service or the Application (including the availability of features, databases, content, and the like), by posting a notice on the Website or by giving notice through the Website, the Application, or e-mail. abay may, without prior notice and without liability, impose limitations on particular features and services, or restrict access to part or all of the Service. abay may amend any part or all of these Terms of Use in accordance with the provisions of Article 548-4 of the Civil Code, and in such case will notify Users by appropriate means such as e-mail or posting on the Website, in accordance with Article 548-4 of the Civil Code.

Supplemental terms

Supplemental terms (such as policies for specific events, activities, or promotions) may apply to specified Services, and such supplemental terms will be disclosed to Users (meaning, collectively, travelers (requesters) and travel support providers) in connection with the Service to which they apply. After such disclosure, by using the Service the User shall be deemed to have accepted the relevant supplemental terms, which shall be added to and shall constitute part of these Terms of Use with respect to that Service. In the event of any conflict between the supplemental terms and these Terms of Use in relation to the relevant Service, the supplemental terms shall take precedence over these Terms of Use.

Notice

abay may give notice to Users by general notice through the Service or the Application, by e-mail to the e-mail address of the User (meaning, collectively, travelers (requesters) and travel support providers) recorded in abay's account information, or by postal mail to the address of the User recorded in abay's account information. Users may give notice to abay in writing to abay's head office at DAIWA Shibuya Square 6F, 16-28 Nanpeidai-cho, Shibuya-ku, Tokyo.

Assignment

Users (meaning, collectively, travelers (requesters) and travel support providers) may not assign or transfer their rights, obligations, or contractual status under these Terms of Use without prior written approval from abay. Users agree that abay may assign or transfer (in whole or in part) its rights, obligations, or contractual status under these Terms of Use to a subsidiary or affiliate of abay's operator company Clover Holding, or to a successor in a business reorganization with abay.

Personal information protection and cookies

In accordance with the "Privacy Policy" ( https://abay-travel.com/en/privacy.html ), abay collects and processes the personal data of visitors to the Website and Users of the Application (meaning, collectively, travelers (requesters) and travel support providers).

Governing law and dispute resolution

These Terms of Use are governed by the laws of Japan. Any dispute, claim, or controversy arising from or relating to these Terms of Use or to any breach, termination, performance, construction, or validity thereof, or arising from or relating to the use of the Website, the Service, or the Application, shall be resolved by litigation at the Tokyo District Court, which is hereby agreed upon as the exclusive court of jurisdiction in the first instance, with abay exercising its rights in accordance with the provisions of these Terms of Use.

Exclusion of organized crime

Users (meaning, collectively, travelers (requesters) and travel support providers) declare that they are not part of organized crime (as defined below) and are not involved in any transactions with organized crime. Users shall not engage in any transactions with organized crime, including those containing criminal or extremist elements. If a User is found to have engaged in transactions with organized crime, even unintentionally, abay may immediately terminate this Agreement without incurring any liability. "Organized crime" means the following persons or organizations.

Crime syndicates, crime syndicate members, crime syndicate-related companies, and other persons or entities similar thereto.
Persons who, directly or through a third party, engage in extortion, in unreasonable demands beyond legal responsibility, in threatening conduct or the use of violence, in spreading false rumors or using fraudulent means to damage the credibility of the other party or interfere with the other party's business operations, or in any act similar to the foregoing.