In this Terms:
“Content” means text, images, photos, audio, video, location data, and all other means of data or communication.
“Personal Content” means Content submitted or transmitted by User to, via, or relating to the Site, such as ratings, reviews, compliments, invitations, check-ins, messages, and information publicly exhibited by User or which User has exhibited in User’s account profile.
“User Content” means Content that Site users (other than User) submit or transmit to, via, or relating to the Site.
“ORIX Content” means Content created and made available by ORIX relating to the Site.
“Third Party Content” means Content that originates from parties other than ORIX or its users, which is made available relating to the Site.
“Site Content” means all Content made available relating to the Site, including Personal Content, User Content, Third Party Content, and ORIX Content.
2.AMENDMENTS TO THE TERMS
ORIX may revise and update the Terms from time to time in ORIX’s sole discretion. When amendments are made, ORIX will notify User by making the amended version available on this Site page, and ORIX will indicate at the top of this page the date that amendments were last made. User should revisit these Terms regularly as User will be bound by amended versions. All amendments are effective immediately when ORIX post them, and apply to all access to and use of the Site thereafter. User understands and agrees that User’s continued access to or use of the Site after any revision of the Terms has been posted indicates User’s acceptance of the revision.
3.USING THE SITE
User must be 18 years or older and have the requisite power and authority to enter these Terms to access or use the Site. If User is 18 years or older but is a minor in User’s country, User must seek User’s parent’s or guardian’s consent before accessing or using the Site.
User shall not access or use the Site if ORIX has previously banned User from the Site or closed User’s account.
3-2.Permission to Use the Site
ORIX grants User permission to use the Site subject to the restrictions in these Terms. User’s use of the Site is at User’s own risk, including the risk that User might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
The Site may be revised, updated, interrupted, suspended or discontinued without notice or liability.
User must create an account and provide specific information about User to use some of the features offered via the Site. User is responsible for maintaining the confidentiality of User’s account password. User is also responsible for all activities that occur relating to User’s account. User agrees to notify ORIX immediately of any unauthorized use of User’s account. ORIX reserves the right to close User’s account for any or no reason.
By creating an account, User agrees to receive specific communications relating to the Site. For example, User might receive compliments or communication requests from other users. User will also receive ORIX’s e-mail newsletter about ORIX’s Site recommendation.
3-6.Responsibility for Personal Content
User alone is responsible for Personal Content; and once published, it cannot necessarily be withdrawn. User assumes all risks associated with Personal Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by User of information in Personal Content that makes User personally identifiable. User represents that User owns, or has the necessary permissions to use and authorize the use of Personal Content as described herein. User shall not imply that Personal Content is sponsored or endorsed by ORIX.
User may expose User to liability if, for example, Personal Content contains material that is false, intentionally misleading, or calumnious; violates any third-party right, including any copyright, patent, trademark, trade secret, privacy right, moral right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or encourages the violation of any law or regulation.
3-7.ORIX’s Right to Use Personal Content
ORIX may use Personal Content in several different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and enabling others to do the same relating to their own websites and media platforms (“Other Media”).
As such, User hereby irrevocably grants ORIX a world-wide, perpetual, non-exclusive, royalty-free, assignable, sub-licensable, transferable rights to use Personal Content for any purpose. Please note that User also irrevocably grants the users of the Site and any Other Media the right to access Personal Content relating to their use of the Site and any Other Media. Finally, User irrevocably waives, and causes to be waived, against ORIX and its users any claims and assertions of moral rights or attribution regarding Personal Content.
By “use” ORIX means use, copy, publicly perform and display, reproduce, distribute, revise, translate, remove, analyze, commercialize, and prepare derivative works of Personal Content.
As between User and ORIX, ORIX owns the ORIX Content, including visual interfaces, interactive features, graphics, design, compilation, including ORIX’s compilation of User Content and other Site Content, computer products, software, code, aggregate user review ratings, and all other elements and components of the Site excluding Personal Content, User Content, and Third Party Content. ORIX also holds the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights globally associated with the ORIX Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws.
As such, User shall not revise, reproduce, distribute, create derivative works or adaptations of, publicly display or exploit any of the ORIX Content in whole or in part except as expressly authorized by ORIX. Except as expressly and unambiguously provided herein, ORIX does not permit User any express or implied rights; and all rights in and to the Site and the ORIX Content are retained by ORIX.
ORIX and its licensees may publicly display advertisements and other information adjacent to or included with Personal Content. User is not entitled to any compensation for such advertisements. The manner, mode, and extent of such advertising are subject to change without specific notice to User.
3-10.Third Party Sites
The Site may include links to other websites or applications (each, a “Third-Party Site”). ORIX does not control or endorse any Third-Party Site. User agrees that ORIX is not responsible for the availability or contents of such Third-Party Sites. User’s use of Third-Party Sites is at User’s own risk.
Some of the services made available via the Site may be subject to additional third-party or open source licensing terms and disclosures.
ORIX makes some of the Site Content (“Feed Content”) available through Really Simple Syndication (RSS) and Atom feeds (“Feeds”). User may access and use the Feeds in order to display Feed Content on User’s personal computer, website, or blog (“User’s Site”), on condition that (i) User’s use of the Feeds is for personal, non-commercial purposes only, (ii) User’s display of the Feed Content links back to the relevant pages on ORIX’s websites, and attributes ORIX as the source of the Feed Content, (iii) User’s use or display of the Feed Content does not suggest that ORIX promotes or endorses any third-party causes, ideas, websites, products or services, including User’s Site, (iv) User does not redistribute the Feed Content, and (v) User’s use of the Feeds does not overburden ORIX’s systems. ORIX reserves all rights in the Feed Content and may terminate the Feeds.
User Content (including any that may have been created by users employed or contracted by ORIX) does not necessarily reflect the opinion of ORIX. ORIX reserves the right to remove, screen, edit, or reinstate any Site Content from time to time at ORIX’s sole discretion for any reason or no reason, and without notice to User. For example, ORIX may remove a review if ORIX believes it violates ORIX’s Content Guidelines (as defined below). ORIX has no obligation to retain or provide User with copies of Personal Content, nor does ORIX guarantee any confidentiality regarding Personal Content.
4.GUIDELINES AND POLICIES
ORIX allows User to contribute different types of Content, including reviews, photos, videos, events, votes, tips, direct messages and so on, subject to following content guidelines (“ORIX’s Content Guidelines”). User represents that User has read and understood ORIX’s Content Guidelines.
- a.It is prohibited to use them for threats, lewdness, harassment, hate speech, and other displays of bigotry.
- b.User’s contributions should be unbiased and objective. For example, User shouldn’t write reviews of User’s own business or employer, User’s friends’ or relatives’ business, User’s peers or competitors in User’s industry, or businesses in User’s networking group. Business owners should not ask customers to write reviews.
- c.ORIX generally disapprove of promotional content. ORIX aims to keep the Site useful for consumers and not overrun with commercial distractions from every user.
- d.Please make sure User’s contributions are relevant and appropriate to the Site. For example, reviews aren’t the place for advocates about a business’s employment practices, political ideologies, extraordinary circumstances, or other matters that don’t address the core of the consumer experience.
- e.Don’t release other people’s private information. Don’t post close-up photos or videos of other patrons without their permission, and don’t post other people’s full names unless User is referring to service providers who are commonly identified by or commonly share their own full names.
- f.Don’t take content from other sites or users and please write User’s own reviews and take User’s own photos and videos. Don’t post contents that is illegal or infringes on the rights, including any copyright, trade secret, privacy right, moral right, right of publicity, of third parties.
- g.Beyond simply asking for a refund to remedy a bad experience, User should not use removing or posting User’s review as a means to extract payment from a business, regardless of whether User has been a customer.
4-3.Intellectual Property Disputes Policy
ORIX does not tolerate those who abuse the intellectual property rights of others. If User believes that User’s copyright or trademark is being infringed on the Site, please notify ORIX in writing with the following information:
- a.Identification of the copyrighted or trademarked work that User claims has been infringed;
- b.Identification of the allegedly infringing content, and information reasonably sufficient to permit ORIX to locate it on the Site;
- c.A statement by User that User sincerely believes that the use of the content identified in User’s notice in the manner complained of is not authorized by the copyright/trademark owner, its agent, or the law;
- d.A statement by User that User attests, under penalty of perjury, that the information in User’s notice is accurate and that User is the copyright/trademark owner or is authorized to act on the owner’s behalf; and
- e.User’s contact information (address, telephone number and e-mail address).
At the same time, ORIX does not tolerate those who abuse the scope of their own intellectual property rights. If User believes that Personal Content should not have been removed for alleged copyright or trademark infringement, User may send ORIX a written counter-notice with the following information:
- a.Identification of the copyrighted or trademarked work that was removed, and the location on the Site where it would have been found before its removal;
- b.A statement, under penalty of perjury, that User sincerely believes that the content was removed as a result of a mistake or misidentification; and
- c.User’s physical or electronic signature, together with User’s contact information (address, telephone number and e-mail address).
ORIX reserves the right to remove content alleged to be infringing without prior notice and at ORIX’s sole discretion. ORIX also reserves the right to terminate a user’s account if the user is determined to be a repeat infringer.
ORIX has no obligation to enforce the Terms on User’s behalf against another user. While ORIX encourages User to let ORIX know if User believes another user has violated the Terms, ORIX reserves the right to investigate and take appropriate action at ORIX’s sole discretion.
User agrees not to, and will not assist, encourage, or enable others to use the Site to:
- a.violate ORIX’s Content Guidelines, for example, by writing a fake or calumnious review, trading reviews with other businesses, or compensating someone or being compensated to write or remove a review;
- b.violate any third party’s rights, including any breach of confidence, copyright, patent, trademark, trade secret, privacy right, moral right, right of publicity, or any other intellectual property or proprietary right;
- c.threaten, stalk, harm, or harass others, or promote prejudice or discrimination;
- d.promote a business or other commercial venture or event, or otherwise use the Site for commercial purposes;
- e.send bulk e-mails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Site’s search results or any third-party website;
- f.solicit personal information from minors, or submit or transmit pornography; or
- g.violate any applicable law.
User also agrees not to, and will not assist, encourage, or enable others to:
- a.violate the Terms;
- b.revise, adapt, reproduce, distribute, appropriate, translate, create derivative works or adaptations of, publicly display, sell, trade, or exploit the Site or Site Content (other than Personal Content), except as expressly authorized by ORIX;
- c.use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Site or any Site Content;
- d.reverse engineer any portion of the Site;
- e.remove or alter any copyright, trademark or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site;
- f.record, process, or mine information about other users;
- g.access, retrieve or index any portion of the Site for purposes of structuring or populating a searchable database of business reviews;
- h.reformat or frame any portion of the Site;
- i.ake any action that imposes, or may impose, in ORIX’s sole discretion, an unreasonable or disproportionately large load on ORIX’s technology infrastructure or otherwise make excessive traffic demands of the Site;
- j.attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site via hacking, password mining or any other means;
- k.use the Site or any Site Content to transmit any computer viruses, defects, worms, Trojan horses or other items of a destructive nature;
- l.use any device, software, or routine that otherwise interferes with the proper working of the Site;
- m.use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content;
- n.use the Site to meet with or date unacquainted persons of the opposite sex; or
- o.Remove, disable, circumvent, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that impose limitations on the use of the Site.
6.SUGGESTIONS AND IMPROVEMENTS
By sending ORIX any ideas, suggestions, documents or proposals (“Feedback”), User agrees that (i) User’s Feedback does not contain the confidential, proprietary or personal information of third parties, (ii) ORIX has no obligation of confidentiality, express or implied, regarding the Feedback, (iii) ORIX may have something similar to the Feedback already under consideration or in development, and (iv) User grants ORIX an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, alter, prepare derivative works, publish, distribute and sublicense the Feedback, and User irrevocably waives, and causes to be waived, against ORIX and its users any claims and assertions of any moral rights contained in such Feedback.
User agrees to indemnify, defend, and hold ORIX, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the “ORIX Entities”) harmless, including with regard to costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) User’s access to or use of the Site, (ii) User’s violation of the Terms, (iii) any products or services purchased or obtained by User relating to the Site, or (iv) the infringement by User, or any third party using User’s account, of any intellectual property or other right of any person or entity.
ORIX reserves the right, at User’s expense, to assume the exclusive defense and control of any matter for which User is required to indemnify ORIX and User agrees to cooperate with ORIX’s defense of these claims. User agrees not to settle any such matter without ORIX’s prior written consent. ORIX will use reasonable efforts to notify User of any such claim, action or proceeding upon becoming aware of it.
8.DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE ORIX ENTITIES TO USER. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS USER MAY HAVE THAT SHALL NOT BE LAWFULLY LIMITED. IF USER IS UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, USER REPRESENTS THAT USER HAS READ, UNDERSTOOD, AND AGREES TO THESE TERMS, INCLUDING THIS SECTION. USER IS GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
- A.THE SITE IS MADE AVAILABLE TO USER ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE ORIX ENTITIES SHALL NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, USER’S USE OF THE SITE IS AT USER’S OWN DISCRETION AND RISK. THE ORIX ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, THE ORIX ENTITIES ARE NOT LIABLE TO USER FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM USER’S RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE VIA THE SITE.
- B.THE ORIX ENTITIES MAKE NO CLAIMS OR PROMISES REGARDING ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SITE OR THE SITE’S USERS. ACCORDINGLY, THE ORIX ENTITIES ARE NOT LIABLE TO USER FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES USER’S CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF USER HAS A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SITE. USER’S PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES VIA THE SITE IS AT USER’S OWN DISCRETION AND RISK.
- C.THE ORIX ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES CONCERNING THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO USER BY A REPRESENTATIVE OF ONE OF THE ORIX ENTITIES SHALL CREATE ANY REPRESENTATION OR WARRANTY.
- D.USER’S SOLE AND EXCLUSIVE RIGHT AND REMEDY IF DISSATISFIED WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE USER’S TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.
- E.THE ORIX ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO USER FOR ANY LOSS OR DAMAGE THAT USER SUFFERS RELATING TO THE SITE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY USER TO THE ORIX ENTITIES RELATING TO THE SITE IN THE 12 MONTHS BEFORE THE ACTION GIVING RISE TO LIABILITY, OR (ii) USD 100.
- F.THE ORIX ENTITIES DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.
9.CHOICE OF LAW AND VENUE
Japanese law will govern these Terms, as well as any claim, cause of action or dispute that might arise between User and ORIX (a “Claim”), without regard to conflict-of-law provisions.
FOR ANY CLAIM BROUGHT BY EITHER PARTY, USER AGREES TO SUBMIT AND CONSENT TO THE EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE TOKYO DISTRICT COURT OR TOKYO SUMMARY COURT LOCATED WITHIN TOKYO, JAPAN IN THE FIRST INSTANCE.
10-1.Termination by User
10-2.Termination by ORIX
ORIX may close User’s account, suspend User’s ability to use specific portions of the Site, and/or ban User altogether from the Site for any or no reason, and without notice or liability. Any such action could prevent User from accessing User’s account, the Site, Personal Content, Site Content, or any other related information.
If these Terms are terminated, either by User or ORIX, specific provisions of this Term, such as Sections 3-6, 3-7, 3-8, 3-9, 3-12, 6, 7, 8, 9, 10-3 will continue in effect, including ORIX’s right to use Personal Content as detailed above.
ORIX may translate these Terms into other languages for User’s convenience. Nevertheless, the English version governs User’s relationship with ORIX; and if there is any discrepancy among each version, the English version will prevail.
- a.ORIX reserves the right to amend, update, or discontinue the Site at ORIX’s sole discretion, for any or no reason, and without notice or liability.
- b.ORIX may provide User with notices, including those regarding changes to the Terms by e-mail, regular mail or communications via the Site.
- c.The Terms comprise the entire agreement between User and ORIX regarding the use of the Site, and supersede any prior agreement between User and ORIX on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
- d.Any failure on ORIX’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise any right provided for herein shall not be regarded as a waiver of any further rights hereunder.
- e.If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be revised to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in effect and enforceable.
- f.The Terms, and any rights or obligations hereunder, are not assignable, transferable or sub-licensable by User except with ORIX’s prior written consent, but may be assigned or transferred by ORIX without restriction. Any attempted assignment by User violates these Terms and shall be void.
- g.The section titles in the Terms are for convenience only and have no legal or contractual effect.