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").

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.

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 whose business consists of matching Users (travelers and travel support providers), collecting payments on their behalf, and providing communication tools. abay itself does not provide services (support services or Events) to travelers. Service-provision agreements concerning support services and Events are concluded directly between the travel support provider and the traveler, and abay is not a party to such agreements. In addition, abay is not a travel agency under the Travel Agency Act of Japan; the support services and Events that travel support providers offer through the Services are limited to interpretation, guidance, on-site accompaniment, the provision of opportunities for experiences and interaction, and services incidental thereto, and do not include travel arrangement services under the Travel Agency Act (such as arranging transportation or accommodation, or conducting package tours).

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 (for travelers: nickname, email address, owned licenses for other platforms, and the like). 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.

Restriction of Eligible Users

  1. The Service and the Application are provided solely for use by individual consumers for private travel purposes. They are not intended to be used by corporations or other business operators for any business purpose (including, without limitation, business trips, inspections, news gathering, training, or any other business purpose, regardless of designation).
  2. When registering as an individual, the User represents and warrants that they have the capacity to enter, on their own account, into a binding agreement with respect to these Terms of Use.
  3. If abay becomes aware that a User is a business operator or is using the Service for business purposes, abay may, without any prior demand, suspend the provision of the Service to that User or terminate this Agreement. abay shall not be liable for any damages incurred by such User as a result.
  4. With respect to the issuance of invoices in cases where unavoidable use by a business operator becomes apparent, the provisions of "Tax Treatment (Invoices)" below shall apply.

Use of the Service and the Application

By using the Application, a User may make support requests to travel support providers. It is recommended that the mobile device (smartphone) on which the Application is downloaded be equipped with a GPS receiver in order to make such requests. When on-site assistance from a travel support provider is required, the GPS receiver captures the traveler's location information and transmits it to the travel support provider.

Methods and Conclusion of Requests

A traveler may, through the Application, request support services from a travel support provider in either of the following ways.

  1. Open Request (candidacy-based)
    1. The traveler registers the details of the request (location, time, support items, etc.) in the Application. At this stage, no payment is executed, and the request enters a state in which travel support provider candidates are being solicited.
    2. A travel support provider who has reviewed the contents of the request may, at their own discretion, apply (i.e., become a candidate) through the Application. An application is valid for 30 minutes from the time it is submitted, and if the traveler does not select a candidate within that period, the application automatically lapses. After lapse, the travel support provider may apply again.
    3. The traveler may, at their own discretion, select a candidate from among the travel support providers who have applied, or, while no candidates are available, may cancel the request itself at any time.
    4. At the point when the traveler selects a candidate, the conditions for the conclusion of an agreement concerning the support service with the selected travel support provider are satisfied, and the payment procedure set forth in "Payment" below commences immediately.
  2. Nomination Request
    1. A traveler may make a request by nominating a specific travel support provider.
    2. Whether or not to accept such nomination is left entirely to the free discretion of the nominated travel support provider.
    3. At the point when the travel support provider accepts the nomination, the payment procedure set forth in "Payment" below commences immediately.
  3. Request finalized upon completion of payment
    1. Under either method, the support service agreement between the relevant travel support provider and the traveler shall become final upon completion of the payment set forth in "Payment" below (completion of payment within 10 minutes of display of the Stripe payment screen).
    2. If the traveler does not complete the payment within 10 minutes after the payment screen is displayed, the request shall be automatically treated as cancelled, and the travel support provider's candidate/nomination status shall revert to the prior state (in the case of an Open Request, to candidate-waiting again; in the case of a Nomination Request, to waiting for the travel support provider's acceptance again).

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.

  1. Background Location Collection: 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 travel support provider and to ensure safe delivery of the support service.
  2. Automatic Start and Stop: Background location collection starts automatically when a support session begins and stops automatically when the session ends.
  3. 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.
  4. 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 the acceptance of a support service by a travel support provider is left to the traveler's free discretion. If, in accordance with the section "Methods and Conclusion of Requests" above, the application of a travel support provider is selected or a nomination is accepted, the traveler will be notified through the Application, and information about the travel support provider (such as nickname, real-time location displayed via the map function, customer service rating, etc.) will be provided, in addition to which contact with the travel support provider becomes possible through the calling functionality offered by the Application. Through the Application, the traveler may also check in real time the situation of the travel support provider on the way to the request location.

Through the Application, Users may purchase the Events that travel support providers have planned, and enjoy uniquely personal sightseeing and experiences accompanied by such travel support providers.

Notice : The abay service itself does not provide support services. abay is not a travel agency. Whether or not to sell support services or Events requested through the Application and/or the Service is left to the discretion of the travel support providers. Service-provision agreements concerning support services and Events are concluded directly between the travel support provider and the traveler, and abay is not a party to such agreements. 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. Further, between abay and the travel support providers there exists no employment relationship, no relationship of direction or supervision based on a service-outsourcing contract, and no other relationship of use or subordination; each travel support provider acts as an independent self-employed individual.

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.

  1. 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.
  2. Users will not allow any third party to use their account.
  3. Users will not assign or transfer their account to any other individual or corporation.
  4. Travelers (requesters) may maintain only one account on the Application, unless with written permission.
  5. Users will not, without proper authorization, use any account to which a third party has rights.
  6. 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.
  7. 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.
  8. Users will not interfere with the proper operation of any system or network related to the Service.
  9. Users will not in any manner cause damage to the Service or the Application.
  10. Users will not, without written permission, reproduce or distribute the Application or any other abay Content (see definition below; the same applies hereinafter).
  11. 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.
  12. Users will provide abay with proof of identity when abay so requests on reasonable grounds.
  13. Users acknowledge that standard messaging charges may apply when making support service requests using SMS (Short Message Service) (if available in the User's region).
  14. Users will not use the Service or the Application with incompatible or unauthorized devices.
  15. 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

Travelers must pay the fees for each of the following Services (the displayed price, inclusive of consumption tax and the like) before the support begins. Based on the travel support provider's agency-receipt authority, abay receives such fees from travelers as a collection agent (see "Tax Treatment (Invoices)" below). Travelers must not pay the fees directly to the travel support provider, but shall pay abay through the Application.

  1. Support fees for chat support, telephone support, video call support, and on-site support (assistance at the location) provided by the travel support provider.
  2. Fees for Events planned and provided for sale by travel support providers.

abay's intermediation commission (30%) is not charged separately on top of the amount payable by the traveler. Such commission is collected by abay in the form of a deduction of the travel support provider's share from the fees above. The amount the traveler pays is only the fee displayed in the Application.

Support fees and Event fees shall not be unilaterally determined by abay; rather, each travel support provider shall determine such fees at their own discretion , based on the following criteria.

After completion of the support by the travel support provider, the traveler may, at their option, pay a gratuity to the travel support provider. Payment of gratuities is at the traveler's (requester's) discretion, and abay does not collect any intermediation commission with respect to gratuities. However, gratuities are subject to the remittance fees of the financial services providers used by abay, and abay will pay to the travel support provider the amount after deducting such remittance fees.

The traveler agrees to pay to abay (with abay receiving on behalf of the travel support provider), from the payment instrument account provided by the traveler at the time of registration for use of the Service (which payment instrument must be one designated by abay), all fees for services provided by the travel support provider, as well as gratuities and any related costs (such as consumption tax). The traveler is responsible for providing abay at all times with valid payment account information for the payment of all service fees.

Timing and Method of Payment

  1. At the point when, in an Open Request, a candidate is selected, or, in a Nomination Request, the travel support provider accepts the nomination, abay will display the payment process (Stripe Payment Sheet) on the traveler's device based on the fee of the relevant travel support provider.
  2. The traveler must complete the payment within 10 minutes after the payment screen is displayed. If payment is not completed within that period, the request shall be automatically treated as cancelled, and no finalization of the request with the travel support provider shall occur.
  3. While the payment screen is being displayed, the combination of the traveler and the relevant travel support provider is exclusively locked, and the travel support provider cannot withdraw the application for the relevant request. If payment is not completed due to timeout or otherwise, the lock will be automatically released.
  4. Even while the payment screen is being displayed, the traveler may explicitly cancel the payment. In such case, the same effect as a timeout shall arise.

abay uses a third-party payment processor (the "Payment Processor") to link the traveler's payment instrument account (such as a credit card account) to the Application and the Service. The processing of payments or credits (if any) 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 Payment Processor and of the User's payment instrument provider (such as a credit card company). abay shall not be liable for any negligence on the part of the Payment Processor. In connection with the traveler'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 )."

Tax Treatment (Invoices)

  1. Confirmation that the Service is provided to individual consumers
    1. As set forth in "Restriction of Eligible Users" above, the Service is provided solely for use by individual consumers for private travel purposes.
    2. So long as the User is an individual consumer, no right to request issuance of a Qualified Invoice (meaning the invoice prescribed in Article 57-4, Paragraph 1 of the Consumption Tax Act; the same applies hereinafter) with respect to the Service shall arise.
  2. Non-issuance of Qualified Invoices
    1. As a rule, no Qualified Invoice is issued with respect to the support services and Events provided to travelers through the Service.
    2. abay will under no circumstances deliver a Qualified Invoice or a Qualified Simplified Invoice with respect to the consideration for the services provided by the travel support provider (support services and Events) (because the seller of such services is the travel support provider, and abay is merely an intermediary acting as a collection agent). Where it is subsequently revealed that a business operator used the Service in violation of these Terms of Use and the issuance of an invoice becomes necessary, such issuance shall be governed by paragraph 3 below (responsibility of the travel support provider). Even in such case, abay reserves the right to suspend the use of the Service by, or to terminate this Agreement with, the business operator in question.
  3. Handling of invoices concerning services provided by travel support providers
    1. As stated in the Notices in "Service provided by abay" and "Use of the Service and the Application" above, the support services and Events provided by travel support providers are provided pursuant to service-provision agreements concluded directly between the travel support provider and the traveler.
    2. Accordingly, the issuance and delivery of any invoice (including Qualified Invoices, Qualified Simplified Invoices, receipts, or any other documents however designated) concerning the services provided by a travel support provider shall be performed under the responsibility of that travel support provider . abay assumes no responsibility whatsoever for the travel support provider's invoice-issuance obligations, the accuracy of the content thereof, or the appropriateness of any tax treatment.
    3. If a traveler wishes to request the issuance of an invoice from a travel support provider, the traveler shall make such request directly to the travel support provider through the chat functionality of the Application or similar means, and the matter (including whether issuance is possible, the form of issuance, and the items to be stated) shall be resolved by mutual discussion between the parties. abay shall have no obligation to mediate such discussions between the parties.
    4. Notwithstanding the preceding item, abay may provide a function to issue, on the Application, receipts and invoices in the name of the travel support provider. The documents delivered through such function are delivered by the travel support provider as the issuer , and are not issued by abay. The amount, date, and transaction details are stated based on abay's payment records.
  4. Collection agency for payments and receipts
    1. Based on the agency-receipt authority granted to abay by the travel support provider (as set forth in the Terms of Use for travel support providers), abay receives the full amount of the fees from the traveler as a collection agent. Upon the traveler's payment of the fees to abay, the traveler's obligation to pay the travel support provider shall be deemed discharged.
    2. A receipt issued by abay to a traveler evidences abay's receipt, as a collection agent, of the total amount of the fees, and is not a Qualified Invoice. Such receipt states that abay has received the fees on behalf of the travel support provider.
  5. Treatment of consumption tax, etc.
    1. Unless otherwise indicated, the fees displayed in these Terms of Use and on the Application shall be deemed to include Japanese consumption tax and local consumption tax.
    2. The treatment of consumption tax, value-added tax, sales tax, and the like in the country of provision shall be governed by the tax laws of the relevant country.
  6. No provision of tax advice
    1. abay does not provide any tax advice to Users. If a tax-related determination is required, please consult a tax accountant or other qualified professional.

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.

  1. Any breach or non-compliance by the traveler of any provision of these Terms of Use, or of any applicable law or regulation, whether or not stated in these Terms of Use.
  2. Any infringement by the traveler of the rights of any third party, including travel support providers, when the traveler requests support services through the Application.
  3. 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. Cancellable services and their treatment are as follows.

  1. Voluntary cancellation prior to candidate selection (Open Request) or prior to acceptance by the travel support provider (Nomination Request)
    1. In an Open Request, so long as no travel support provider has applied or so long as the traveler has not selected any candidate, the traveler may at any time voluntarily cancel the request.
    2. In a Nomination Request, so long as the nominated travel support provider has not yet accepted, the traveler may at any time voluntarily withdraw the nomination.
    3. As no payment has been executed in these cases, no cancellation fee will be charged, and no payment will be charged to the traveler.
  2. Cancellation of a reserved support after payment has been completed (reservations for chat support, telephone support, video call support, on-site support, and the like)
    • 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.
    • 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.
    • For cancellations made on the day before (1 day before), 100% of the support fee (including tax) will constitute the cancellation fee, and no refund will be made.
    • For cancellations made on the day of the reserved support, 100% (including tax) of the support fee will constitute the cancellation fee and is non-refundable.
  3. 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. Please therefore review the cancellation policy of the Event before booking.
    • However, the traveler agrees that a cancellation on the day of the Event shall incur a cancellation fee (including tax) in the full amount.
    • 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.

If a traveler uses a third-party transportation service or other third-party service through a travel support provider whom the traveler met through the Application or the Service, abay shall not be liable for any damages relating to or arising from any acts, deeds, behaviors, statements, or negligence of such third-party service. Users (meaning, collectively, travelers (requesters) and travel support providers) shall submit any complaints concerning such third-party service directly to that third party.

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:

  1. View, download, and print abay Content, limited to non-commercial, personal use.
  2. 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 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 Service or 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:

  1. In any manner license, sublicense, sell, resell, assign, transfer, distribute, commercially exploit, or provide to any third party the Service or the Application.
  2. Modify or create derivative works based on the Service or the Application.
  3. Create links to the Service, or frame or mirror the Application on any other server or wireless or Internet-based device.
  4. 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.
  5. 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:

  1. Send spam or duplicative unsolicited e-mail.
  2. 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.
  3. Send or store any data that contains software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs.
  4. Interfere with or disrupt the integrity or execution of the Website, the Application, the Service, or the data incorporated therein.
  5. 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. 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.

  1. If the User has breached any provision of these Terms of Use.
  2. If abay determines that the User is using the Application or the Service improperly.
  3. If abay determines that the User is a business operator or is using the Service for business purposes.

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," "Tax Treatment (Invoices)," "Responsibilities of abay," the User-license-grant and indemnification provisions in "Users' grant of license," "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 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 its "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.

  1. Crime syndicates, crime syndicate members, crime syndicate-related companies, and other persons or entities similar thereto.
  2. 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.