Terms of Use

GENERAL

This Site is owned and operated by Crowe Sakura & Co. (we, us). By using the Site, you agree to be bound by the Terms of Use and to use the Site in accordance with these terms, our Privacy Policy, and any additional terms and conditions that apply to specific sections of the Site or to products and services made available through the Site or Crowe Sakura ＆ Co. Accessing the Site, in any manner, automated or otherwise, constitutes use of the Site and your agreement to accept the Terms of Use.

Crowe Sakura ＆ Co. is a Member of Crowe Global, a Swiss verein. Each Member firm of Crowe Global is a separate and independent legal entity. Crowe Sakura ＆ Co. and its affiliates are not responsible or liable for any act or omission by Crowe Global or Member.

We reserve the right to change these Terms of Use or to impose new conditions on Site use. From time to time we may post a revision of the Terms of Use on this Site. The Effective Date of these Terms of Use is indicated on this document. Continuing to use the Site after we post changes affirms your acceptance of the Terms as modified.

INTELLECTUAL PROPERTY RIGHTS

This Site and all the materials available on the Site are the property of us and/or our affiliates or licensors. As such, they are protected by copyright, trademark, and other intellectual property laws. The Site is provided solely for your personal noncommercial use. You may not use the Site or the materials available on the Site in a manner that infringes on our rights or is not authorized by us. Unless explicitly authorized in the Terms of Use or by the owner of the material posted, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or by any medium (including email or other electronic means) material from the Site. You may, from time to time, download and/or print one copy of individual Site pages for your personal, non-commercial use as long as you keep all copyright and other proprietary notices intact.

You acknowledge that Crowe Sakura ＆ Co. has the right but not the obligation to use and display any postings or contributions to the Site. We may choose to stop the use and display of such materials (or any portion thereof) at any time for any reason.

Crowe Sakura ＆ Co. as well as our affiliates or licensors reserve all intellectual property rights including those not expressly provided for in these Terms of Use.

UNSOLICITED IDEAS

Crowe Sakura ＆ Co. does not accept or consider unsolicited creative ideas, suggestions, or materials. You agree that any creative ideas, suggestions or other materials you submit are intended for us — whether solicited by us or not — and that (1) they are not being submitted in confidence or trust, that (2) no confidential or fiduciary relationship is intended or created between you and us, and that (3) you should not expect a review, compensation or consideration of any type. You further acknowledge that Crowe Sakura ＆ Co. might already have put such ideas into use, or is planning to do so.

DISCLAIMER OF WARRANTIES

THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE SITE AND BY CROWE SAKURA ＆ CO. AND ANY THIRD-PARTY SITES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE OR ANY OF ITS FUNCTIONS WILL BE FREE OF INTERRUPTION OR ERROR, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THIS SITE AND THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

INTERACTIVE FEATURES AND RULES

This Site may include a variety of features that give us feedback while enabling real-time interaction between Members and us. We do not control information posted by Members and are not responsible for the content of such information. Use of this Site is conditional on agreeing that you will not:

Restrict or inhibit any other user from using and enjoying the Site.

Use the Site to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

Interfere with or disrupt any servers or networks used to maintain the Site or its features, or disobey any requirements, procedures, policies or regulations of the networks we use to maintain the Site.

Use the Site to instigate or encourage others to commit illegal activities or cause injury or property damage to any person.

Gain unauthorized access to the Site, or any account, computer system or network connected to this Site by hacking, password mining, or other illicit means.

Obtain or attempt to obtain any materials or information by any means not intentionally made available through this Site.

Use the Site to post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law.

Use the Site to post or transmit any information, software, or other material that violates or infringes upon the rights of others without first obtaining permission from the owner or rights holder. This includes material or derivative works that invade privacy/publicity rights or are protected by copyright, trademark or other proprietary rights.

Use the Site to post or transmit any information, software, or other material that contains a virus or other harmful component.

Use the Site to post, transmit, or in any way exploit information, software, or other material for commercial purposes such as advertising.

Use the Site to advertise or solicit anyone to buy or sell products or services, or to make donations of any kind, without our express written approval.

Collect for marketing purposes email addresses or other personal information posted by other Site users.

Crowe Sakura ＆ Co. may host message boards, chats, and other public forums on the Site. Any user failing to comply with the terms and conditions of this Agreement may be expelled from, and denied further access to, the message boards, chats, or other public forums. Crowe Sakura ＆ Co. or its designated agents may remove or alter any user-created content at any time for any reason. Message boards, chats, and other public forums are intended to serve as discussion centers for users and subscribers. Information and content posted within these public forums may be provided by Crowe Sakura ＆ Co. staff, outside contributors to Crowe Sakura ＆ Co., or by users not connected with Crowe Sakura ＆ Co. Some providers may employ anonymous user names. Crowe Sakura ＆ Co. disclaims all endorsements, as it makes no representation regarding the validity of any opinion, advice, information or statement made or displayed in these forums by third parties. Nor are we responsible for any errors or omissions in postings, or for hyperlinks embedded in any message. Under no circumstances should we, our affiliates, suppliers or agents be held liable for any loss or damage caused by reliance on information obtained in these forums. Opinions expressed in the forums belong solely to participants, and do not reflect the opinions of Crowe Sakura ＆ Co., any subsidiary or affiliate.

Crowe Sakura ＆ Co. has no obligation whatsoever to monitor content or postings on the message boards, chat rooms, or other public forums on the Site. You acknowledge and agree that we have the absolute right to monitor the Site at our sole discretion. We reserve the right to alter, edit, refuse to post, or remove content, in whole or in part, for any reason and to disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy applicable laws, regulations, legal processes or governmental requests as well as to protect ourselves, our clients, sponsors, users and visitors.

MEMBER REGISTRATION AND PASSWORDS

Before you access certain Site features, we may ask you to provide personal information including your name, email address, telephone number, and employment information. You agree to provide true, accurate, current and complete information about yourself as prompted by the Site registration form. If we have reasonable grounds to suspect that such information is untrue, inaccurate, or incomplete, we have the right to suspend or terminate your account and refuse any current or future use of the Site. Our use of any personally identifiable information you provide to us as part of the registration process is governed by the terms of our Privacy Policy.

To use some Site features, you will need a user name and password, which you will receive through the Site registration process. You are responsible for maintaining the confidentiality of the password and account, and for exiting your account at the end of each session.   You are responsible for all activities (whether conducted by you or by others) that occur under your password or account. You agree to notify us immediately of any suspected breach of security or unauthorized use of your password/account. We cannot be held liable for loss or damage arising from your failure to protect your password or account information. You, however, could be held liable for any damage or prejudice against Crowe Sakura ＆ Co. or third parties as a result of the incorrect use, loss or theft of your password or account.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WE, OUR SUBSIDIARY AND PARENT COMPANIES, OR AFFILIATES BE HELD LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM USE OF, OR THE INABILITY TO USE, THE SITE EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIABILITY EXCLUSION APPLIES TO OUR ARTICLES, WHITE PAPERS, UPDATES, SERVICES, OR THIRD-PARTY MATERIALS OR SERVICES MADE AVAILABLE THROUGH THE SITE OR BY US IN ANY WAY. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES IS LIMITED TO THE MAXIMUM ALLOWED UNDER STATE LAW.) YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT BY ANY USER. IF YOU ARE DISSATISFIED WITH THE SITE, ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE'S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE PRODUCTS, SERVICES AND/OR MATERIALS.

AS THE SITE IS CONTINUALLY UNDER DEVELOPMENT, CROWE SAKURA ＆ CO. MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, REGARDING ACCURACY, COMPLETENESS, OR APPROPRIATENESS FOR ANY PURPOSE.

INDEMNITY

You agree to defend, indemnify and hold harmless the following entities against any claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses arising out of or related to your breach of any obligation, warranty, representation or covenant set forth herein: Crowe Sakura ＆ Co.; our affiliates, successors, transferees, assignors, assignees, licensors and licensees; their respective parent and subsidiary companies, agents, associates, officers, directors, shareholders; and employees of each.

TERMINATION

We may cancel or terminate your right to use this Site or any part of it without notice or liability. In the event of cancellation or termination, you will no longer have authorization to access the part of the Site affected by the cancellation or termination. Note that any restrictions imposed on you with respect to material already downloaded from the Site, as well as disclaimers and limitations of liabilities set forth in the Terms of Use, will still apply.

CONFIDENTIALITY

You agree not to disclose information obtained from us, our clients, Crowe Global, or other Members. All information submitted to us by another end-user is proprietary information and thus considered confidential. You agree not to reproduce, disseminate, sell, distribute or commercially exploit such proprietary information in any manner.

OTHER

The Digital Millennium Copyright Act of 1998 (DMCA) provides recourse to copyright owners who believe that material appearing on the Internet infringes on their rights under the U.S. law. If you believe that materials hosted by Crowe Sakura ＆ Co. infringe on your copyright, you or your agent may notify Crowe Sakura ＆ Co. of your concerns and request that we remove the material or block access to it. To be considered sufficient, such notification by a copyright owner or agent must comply with DMCA requirements and convey Crowe Sakura ＆ Co. with the knowledge of the circumstances in which infringing material or acts are evident. If you believe that a copyright infringement notice has been wrongly filed against you, the DMCA permits you to send Crowe Sakura ＆ Co. a counter-notice. All notices and counter-notices must meet current statutory requirements of the DMCA (see http://www.loc.gov/copyright for details).  Contact the Crowe Sakura agent in charge of copyright infringement notices/counter-notices at [email protected]. 

Although the Site does not contain potentially harmful information for minors, all visitors to the Website under the age of 13 should not provide personally identifiable information. If Crowe Sakura ＆ Co. finds that an under-13 visitor has provided personally identifiable information, we will delete the information in accordance with the Children's Online Privacy Protection Act of 1998 (see the Federal Trade Commission website). Notwithstanding the foregoing and pursuant to 47 U.S.C. Section 230(d) as amended, we point out that parental control protections are commercially available to limit access to material harmful to minors. More information on such software can be found through publicly available sources. Contact your Internet Service Provider for more information.

APPLICABLE LAW

Any dispute, controversy or difference that may arise between parties in connection with the Terms of Use shall be submitted to the exclusive jurisdiction of the courts of Japan (or through arbitration as set forth below). Japanese law will apply if principles conflict. For the purposes of resolving a dispute hereunder, you agree to waive any jurisdictional, venue, or inconvenient-forum defense.

BINDING ARBITRATION

You and Crowe Sakura ＆ Co. agree to arbitrate all disputes arising between you and Crowe Sakura ＆ Co. or its Members and affiliates (except those disputes relating to the enforcement of intellectual property rights of Crowe Sakura ＆ Co. or its affiliates). You and Crowe Sakura ＆ Co. grant the arbitrator exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of any part of these Terms of Use.

In the event of a dispute, you or Crowe Sakura ＆ Co. must send the other party a notice of dispute, which is a written statement setting forth the name, address and contact information of the party giving the notice, the facts giving rise to the dispute, and the relief requested.  You and Crowe Sakura ＆ Co. must attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the dispute notice is sent. After sixty (60) days, you or we may commence arbitration. You may also litigate a dispute in small claims court if the dispute qualifies to be heard there, regardless of who was the first to try to negotiate informally. EXCEPT FOR CASES DECIDED IN SMALL CLAIMS COURT, YOU GIVE UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.

If you and Crowe Sakura ＆ Co. do not resolve a dispute either by informal negotiation or in small claims court, the dispute shall be settled in binding arbitration before a neutral arbitrator whose decision may be declared final with a limited right of appeal. The American Arbitration Association (AAA) will administer arbitration under its Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes. (For more information about this, visit www.adr.org or in the U.S., call 800-778-7879.) Arbitration may proceed directly in person in [insert Member firm jurisdiction], through the submission of documents, by phone or online. The arbitrator may award damages individually by granting, say, declaratory or injunctive relief — but only to the extent required to satisfy an individual claim. You and Crowe Sakura ＆ Co. agree to submit to court jurisdiction in [insert Member firm jurisdiction] in order to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter a judgment on an award by the arbitrator.

NO CLASS ACTIONS

PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE ON AN INDIVIDUAL BASIS. Neither you nor Crowe Sakura ＆ Co. shall seek to have a dispute heard as a class action, private attorney general action, or other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding may be joined with another without the prior written consent of all parties to the arbitration or proceeding. If a class-action waiver is found to be illegal or unenforceable with respect to some parts of a dispute, those parts will be severed and proceed in a court of law while the remaining parts go through arbitration.

WAIVER AND SEVERABILITY

A waiver by Crowe Sakura ＆ Co. of any term or condition set out in these Terms of Use  will not presuppose a continuation or expansion of the waiver. Nor will it imply the creation of an additional waiver of a separate term or condition. Any failure by Crowe Sakura ＆ Co. to assert a right or provision in the Terms of Use shall not constitute a waiver of such right or provision. If any provision in the Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited so that other provisions in the Terms of Use continue in effect.

ENTIRE AGREEMENT

These Terms of Use and our Privacy Policy constitute the sole and entire agreement between Crowe Sakura ＆ Co. and users of this Site. They supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.