Terms of Use

These terms of use ("Terms of Use") set forth on this page apply in case of access and/or use of abay (the "Service") and the Application (both as defined below; same throughout the following), which are provided by Clover Holding Co., Ltd., as well as all information, offers, and/or operations provided through the Service and the Application. These Terms of Use should be carefully read 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 this Application ("Application." This Application is provided, managed, and operated by Clover Holding, a company incorporated under the laws of Japan, having its head office at Daiwa Shibuya Square 6F, 16-28 Nanpeidai-cho, Shibuya-ku, Tokyo.) on a mobile device (smartphone) and access the Service and/or the Application ("Users") in so doing are provided with a means for travelers to request, as a third party, travel support (via support calls by smartphone or personal computer), as well as information on travel support providers (persons who take calls for traveler support and go to the physical location or provide support online) and on privately organized guided tours with interpreter service sold by travel support providers.

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

Agreement between abay and Users

By using the Application and/or the Service, the User is deemed to have agreed to these Terms of Use, causing the conclusion of an agreement ("Agreement") between the User and abay. To use the Application and/or Service, the User must provide abay with certain personal information (travel support users: nickname, e-mail address, owned other platform licenses, etc.). After the User has completed the prescribed system registration, abay will set up a personal account, for the User to access with a password of their own choosing.

The Application and/or Service may be used only by persons of statutory majority age. Persons resident in jurisdictions that impose an age limit on the use of the Application and/or the Service or on entering into this Agreement may not use the Service and/or the Application if the age limit is not met. Users, if individuals, represent that they are able to enter into a binding agreement, or if registering on behalf of a corporation, that they are authorized to enter into this Agreement, thereby accepting these Terms of Use, and are authorized to register for the Service and the Application.

Use of the Service and the Application

By using this Application, travel support users are enabled to request travel support services from travel support providers. In order to make requests, it is recommended that the mobile device (smartphone) on which the Application is downloaded should be equipped with a GPS receiver. When travel support providers are required to provide on-site assistance to a travel support user, the GPS receiver captures the travel support user's location information and transmits it to the travel support provider. Travel support providers are free to accept or deny support requests at their discretion.

Travel support users are free as to whether or not to use the Application to receive a travel support provider's acceptance of a support service request. If the travel support provider accepts a request, the travel support user will be notified through the Application and provided with information about the travel support provider, such as handle name, map location, customer service rating, etc. Moreover, contacting the travel support provider is enabled also through the calling functionality provided by the Application. Through the Application, a travel support user can also track the real-time status of a travel support provider while on the way to the request location.

Collection and Use of Location Data

This Application collects and uses user location data as follows in connection with the provision of support services.

Background Location Collection: During active support sessions, location data collection continues even when the Application is in the background (including when the app is closed). This is for the purpose of facilitating meetups with support providers and ensuring safe delivery of support services.
Automatic Start and Stop: Background location collection starts automatically when a support session begins and stops automatically when the session ends.
Location Sharing: During support sessions, regardless of whether the support is in-person or online, location data of both the traveler and the support provider is recorded and shared in real-time with the matched counterpart.
How to Stop: Users can stop background location collection at any time by revoking location permissions in the device's OS settings. However, disabling location collection may cause some service features to not function properly.

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

Through the Application, Users can purchase local tour plans with personal interpretation provided by travel support providers and enjoy unique sightseeing accompanied by travel support providers.

Notably, the abay service itself provides no support services and constitutes no travel agency. Furthermore, it is left to the discretion of travel support providers to sell support services requested through the Application and/or the Service, or for travel support providers to sell personal local guided tour plans. The activities of abay as provider of the Application are limited to introducing travel support providers able to meet the needs of travel support users, providing information on personal local guided tour plans organized for sale by individual travel support providers, matching travel support users with travel support providers, and acting as an intermediary in the sale of the personal local guided tour plans of travel support providers. No employment relationships exist between abay and any travel support providers.

Users (meaning, collectively, travel support users and travel support providers) warrant that any information they provide to abay is accurate and complete. abay may verify the information provided and may at any time without offering a reason refuse to provide the Service to Users, and/or Clover Holding may deny Users the use of the Application.

Users must not access the Service in any manner other than permitted. Users must ensure that the Application downloaded to their mobile device (smartphone) is appropriate. If a User fails to do so and uses a mobile device (smartphone) not compatible with the Application, or downloads an inappropriate version of the Application to a mobile device (smartphone), abay and its affiliates are not liable for any damages incurred by the User as a consequence. If a User uses the Service and/or the Application on an incompatible or unauthorized device, abay reserves the right to terminate provision of the Service to that User and Clover Holding reserves the right to terminate that User's use of the Application.

When using the Application and/or the Service, Users agree to the following matters.

Users will use the Service or download the Application only for Users' 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 users may maintain only one account on the Application unless with written permission.
Users will not without proper authorization use any account that is owned by a third party.
Users will not use the Service and/or the Application for any unlawful or improper purpose, including the transmission or preservation, etc., of illegal information or material.
Users will not in connection with their use of the Service and/or the Application engage in any conduct that causes annoyance, discomfort, or inconvenience to other travel support users, other travel support providers, third parties, or to staff related to abay.
Users will not interfere with the proper operation of systems and networks related to the Service.
Users will not in any way cause damage to the Service and/or the Application.
Users will not without written permission copy or distribute any of the Application or other abay Content (see definition below; same in the following).
Users will keep confidential and secure any account passwords that enable access to the Service and the Application and any ID information provided by abay.
Users will provide abay with proof of identity when requested by abay on reasonable grounds.
Users acknowledge that standard messaging charges may apply when requesting support services using SMS (Short Message Service) (if available in Users' region).
Users will not use the Service and/or the Application with incompatible or improper devices.
Users will comply with the applicable laws and regulations of the country and local government in which they are located when using the Application and/or the Service.

If Users breach any of the above terms, abay reserves the right to immediately terminate with respect to users the provision of the Service and the use of the Application.

Payment

Travel support users are invoiced by abay and the travel support providers for each Service usage. Charges are payable in advance as follows.

Fees for chat support, telephone support, video call support, and on-site support provided by abay when a travel support user requests assistance (fees for each type of support are displayed on the Application).
Fees for personal guided tours organized and offered for sale by travel support providers (prices for each guided tour are determined at the discretion of travel support providers and are displayed on the Application).
abay's commission of 30% collected from travel support providers on each assistance fee and on the amount of any personal guided tours organized and offered for sale by travel support providers.

Travel support users are free to pay optional gratuities to travel support providers after the completion of travel support providers' service. Any payment of gratuities is at the discretion of travel support users and not subject to fees charged by abay.

Travel support users agree to pay all fees and gratuities for services provided by travel support providers and abay, as well as any associated costs (such as sales tax) into a payment instrument account to be provided by travel support users at registration for the use of the Services (the payment instrument must be one specified by abay) and to pay said amounts to abay and the travel support providers. A travel support user is responsible for providing abay at all times with valid payment account information for the payment of all service fees.

abay uses third-party payment processors ("Payment Processors") linking travel support users' payment instrument accounts (such as credit card accounts) 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 is governed by the terms and conditions and the privacy policies of the Payment Processors and payment instrument providers (such as credit card companies) in addition to these Terms of Use. abay is not liable for any negligence on the part of a Payment Processor. abay obtains certain transaction information concerning the use of the Service by travel support users. This information is used solely by abay in accordance with abay's [Privacy Policy]( Privacy Policy ).

Indemnification

Users (meaning, collectively, travel support users 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 causes.

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

Cancellation of support requests and cancellation policy

Travel support users can cancel support requests. However, only the following services are cancellable.

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 up to 4 days before and including the reserved support date.
- A cancellation fee of 70% (including tax) of the support fee (including tax) will be charged for cancellations made 3 days before the reserved support date (30% including tax will be refunded).
- A cancellation fee of 80% (including tax) of the support fee (including tax) will be charged for cancellations made 2 days before the reserved support date (20% including tax will be refunded).
- A cancellation fee of 90% (including tax) of the support fee (including tax) will be charged for cancellations made 1 days before the reserved support date (10% including tax will be refunded).
- A cancellation fee of 100% (including tax) of the support fee (including tax) will be charged without refund for cancellations made on the reserved support date.
Cancellations of reservations for interpreter-guided tours organized by private travel support providers Cancellation fees for interpreter-guided tours are determined at the discretion of individual travel support providers. It is recommended to check the tour cancellation policy before booking a guided tour. However, travel support users agree that a cancellation on the reserved date incurs a cancellation fee (including tax) in the full amount. It should be noted that taxes are based on the respective national tax laws.

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 the content thereof ready for use, error-free, and current, abay does not warrant that the content of the Website or the Application will be ready for use, and free of defects, malware, or viruses, or that the Website and the Application will be error-free, current, accurate, or complete.

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

With respect to Users' use of electronic communication devices on the Website or the Application, abay offers no guarantee of absence of failure or delay in electronic communication devices, or absence of interruption or manipulation of electronic communication devices by third parties or by computer programs used in the electronic communication devices, or absence of transmission, etc., of malware or viruses.

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

abay is not liable for any damages related to or arising from any acts, deeds, behaviors, or negligence of any third-party transportation provider whose services might be used through a travel support provider on the Application and/or Service. Users (meaning, collectively, travel support users and travel support providers) shall submit any complaints directly to the transportation provider.

In the event that abay, in connection with the Application and/or the Service, becomes liable to a User (meaning, collectively, travel support users and travel support providers), 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 a User up to a total amount of US$ 1,000 or the equivalent amount in Japanese yen.

Grant of license, limitations, and copyright policy

The following words as 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 its licensors that is made available through the Website or the Application, including any content licensed from third parties, except content of Users (meaning, collectively, travel support users and travel support providers).

"User Content" means any content that Users through posts, uploads, publishing, submission, or transmission make 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 limited, non-exclusive, royalty-free, non-transferable license as follows.

To view, download, and print abay Content, limited to non-commercial, personal use
To 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 without the prior written consent of abay reuse any Collective Content. 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 is considered non-confidential public information. Accordingly, to the extent permitted by applicable law, Users grant to abay and abay holds, non-exclusive, royalty-free license to use, reproduce, distribute, and disclose to third parties any User Content worldwide for any purpose and in any media.

Users acknowledge that abay functions merely as a passive conduit for the distribution of User Content, that abay is not responsible for the substance or accuracy of User Content, and that abay is not liable to compensate any damages to Users or any third party. abay will not, and shall have no obligation to, continuously monitor User Content published by 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 Users is their own original creation, is not a copy of any third party's work, does not infringe on any third party's intellectual property rights, privacy rights, or personal rights, and does not contain any defamatory or libelous matter. 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 Users' other use of the Website, the Service, or the Application.

abay reserves the right to block or remove at its sole discretion in whole or in part any User Content posted or transmitted by Users that abay considers in contravention of these Terms of Use or otherwise unacceptable to abay (including any content that infringes or may infringe on 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 User Content concerned contravenes these Terms of Use. abay at its sole discretion will investigate in good faith the content concerned and consider any action to be taken, but does not guarantee or represent that the User Content concerned will be blocked or removed in part or in total.

License for the Application

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

Users shall not engage in any of the following.

In any manner license, sublicense, sell, resell, assign, transfer, distribute, commercially exploit, or provide to any third party the Service and/or the Application.
Modify or create derivative works based on the Service and/or the Application.
Create links to the Service or frame or mirror the Application on any other server or wireless or Internet-based device.
It is not permitted to access the Application with a view to 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.
It is not permitted to launch any automated programs or scripts, including web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses, worms, or programs, etc., that send more than one server request per second or that improperly interfere with the operation and/or performance of the Service and/or the Application.

Users must not perform any of the following actions.

Send spam or duplicative unsolicited e-mail.
Send or store any information or representation that infringes on a copyright, or is obscene, threatening, defamatory, unlawful, or tortious, including any material that is harmful to children or violates a third party privacy right.
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, and/or the Service, or the data embodied therein.
Attempt to gain improper access to the Website, the Application, and/or the Service, or its 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 abay and its affiliates have 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, but have 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 any applicable laws, regulations, or 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 to be harmful to the Website, the Service, or the Application.

Copyright policy

Complaints related to copyright infringement should be sent to the designated person at abay. The forwarding address and detailed information are available on the Website of abay ( www.abay-travel.com/legal ).

Ownership of intellectual property

abay (and 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 any suggestions, ideas, improvement requests, feedback, recommendations, and other information concerning the Website, the Application, or the Service, provided by Users (meaning, collectively, travel support users and travel support providers) or any third party.

These Terms of Use neither assign nor transfer to Users any ownership rights in or to the Website, the Application, or the Service, or any intellectual property rights owned by abay and Clover Holding. abay's name and logo, and any product names related to the Application and the Service are trademarks of Clover Holding, in respect of which no right or license is granted to Users.

Third-party services and content

It is possible that the Service will be made available for usage and access related to third party services and content (including advertisements) not controlled by abay. Users who click on a link to a third party service or content, will be 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 Users are subject to the terms of use (including privacy policies) of other websites, links, or third party providers. Links to third party websites and advertisements constitute no part of the Service, are beyond abay's control, and their usage occurs at Users' own risk. Users acknowledge that the use of such third party services and content may be subject to terms of use and privacy policies distinct from those of the Service. abay neither endorses such third party services and content nor is abay in any way responsible for their products and services. Moreover, when the Service is accessed using the Application as developed for mobile devices operating on Apple iOS, Android, Microsoft Windows, and other operating systems, the aforementioned operating system providers and their applicable international subsidiaries and affiliates become respectively third party beneficiaries to this Agreement. These third party beneficiaries are not parties to this Agreement and are in no manner responsible for the provision or support of the Service. Users' access to the Service through the said devices is subject to the terms and conditions stated in the terms of service of the respective third party beneficiaries.

Relationships with third parties

Users (meaning, collectively, travel support users and travel support providers) using the Website, the Application, and the Service, may occasionally be provided with links to websites owned or managed by third parties in order to initiate communications, purchase products or services, or access advertisements of such third parties. Activities connected through such links that take place outside the Website, the Application, and the Service, are not controlled by abay.

Users using the Website, the Application, and the Service, are able to initiate communication, purchase goods and/or services, or access advertisements of third party service providers, advertisers, or sponsors who offer their goods and/or services through links on the Website, the Application, and the Service. abay has no control over activities that take place outside of the Website, the Application, and the Service that can be accessed through such links. Websites that Users access 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, which Users access at their own risk.

The websites concerned may send cookies to Users in order to collect data or request the provision of personal information. Users are advised to check the terms of use and privacy policy before taking access.

Agreement term and agreement termination

This Agreement between abay and Users (meaning, collectively, travel support users and travel support providers) is concluded without a specific end-date.

Users can terminate this Agreement at any time by deleting in its entirety the Application installed on Users' mobile device (smartphone), thereby disabling the use of the Application and the Service. Users are free to delete their User account at any time from the settings screen within the Application. For details on data processing upon account deletion, please refer to our "[Privacy Policy]( Privacy Policy )."

In any of the following cases, abay can immediately terminate this Agreement at any time by disabling the use of the Application and the Service by Users.

If a User breached any provision of these Terms of Use.
If abay finds that a User is using the Application and/or Service in an improper manner.

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

The provisions set forth under the headings of "Indemnification," "Responsibilities of abay," "Users' Grant of License" and the indemnification provisions under "Invalidation of Certain Provisions," "Amendment of Certain Provisions," "Modification of Services and Terms of Use," "Supplemental Terms," "Notice," "Assignment," and "Governing Law and Dispute Resolution" remain in force and effect after the expiration or termination of these Terms of Use.

Severability

Any provision of these Terms of Use that becomes invalid or unenforceable will not therefore affect the validity of the other provisions of these Terms of Use.

If any provision of these Terms of Use becomes invalid or unenforceable, in its place a provision applicable to both parties will be substituted that is acceptable in consideration of all circumstances and is as much as possible consistent with the original provision taking into account the content and intent 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 any functions, databases, or content), by posting a notice on the Website or by giving notice through the Website, the Application, or e-mail. abay may without advance notice, at no liability to abay, impose limitations on certain features and services or restrict access to part or all of services. abay may in accordance with article 548-4 of the Civil Code change in any part or in total these Terms of Use. If any part or all of these Terms of Use is changed, abay will in accordance with article 548-4 of the Civil Code notify Users by appropriate means such as by e-mail or by posting on the Website

Supplemental terms

Supplemental terms (policies for specific events, activities, or promotions, etc.) may become applicable to a given Service feature and will be disclosed to Users (meaning, collectively, travel support users and travel support providers) in connection with that Service feature. By using the Service after such disclosure, Users will be deemed to have accepted the supplemental terms, which will be added to and considered part of these Terms of Use with respect to the Service feature concerned. In case of a conflict with these Terms of Use in connection with the Service feature concerned, the supplemental terms take precedence.

Notice

abay can give any notice to Users as general notice through the Service and/or the Application or by e-mail or postal mail to the e-mail address or postal address of Users (meaning, collectively, travel support users and travel support providers) which are respectively listed in abay's account information records. Users can give notice to abay in writing to abay's head office address at Daiwa Shibuya Square 6F, 16-28 Nanpeidai-cho, Shibuya-ku, Tokyo.

Assignment

Users (meaning, collectively, travel support users and travel support providers) may not without prior written approval from abay assign or transfer Users' rights, obligations, and contractual status under these Terms of Use. Users agree that abay can 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 company in a business reorganization with abay.

Personal information protection and cookies

abay collects and processes personal data of Website visitors and Users of the Application (meaning, collectively, travel support users and travel support providers) in accordance with its Personal Information Protection Policy, which can be viewed at (Privacy Policy and Cookie URL).

Governing law and dispute resolution

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

Exclusion of organized crime

Users (meaning, collectively, travel support users and travel support providers) declare to constitute no part of organized crime (defined below) and to be not involved in any transactions with organized crime. Users must not engage in any transactions with organized crime, irrespective of whether or not containing criminal or extremist elements. If Users are found to be engaged in transactions with organized crime, even if unknowingly, abay may immediately terminate this Agreement without liability to abay. "Organized crime" means the following persons or organizations.

Crime syndicates, crime syndicate members, crime syndicate-related companies, and other similar entities
A person who directly or through a third party engages in extortion, brings unreasonable demands beyond legal responsibility, displays threatening behavior or uses violence, spreads false rumors or uses fraudulent means to damage the credibility of the other party or to interfere with the operations of the other party, or engages in acts similar to the above.