1. The purpose of these Terms of Use is to stipulate the rights and obligations of MIMIR and the Expert pertaining to the use of the Service, and they shall apply to any and all interactions between the Expert and MIMIR relating to the use thereof.

2. The provisions of Section 2 of these Terms of Use shall apply only to the rights and obligations pertaining to the services indicated by Expert Interview, etc. and the provisions of Section 3 shall apply only to the rights and obligations pertaining to the FLASH Opinion service.

3. The rules and regulations pertaining to the Service which may be published by MIMIR at any time on the MIMIR Website shall constitute part of these Terms of Use.

The following terms used in these Terms of Use shall have the meanings defined below:

(1) “Consignment Contract” refers to the consignment contract concluded between the Expert and MIMIR through the Service.

(2) “Expert” refers to an individual who is registered in the NewsPicks Expert Database and engages in the Provision of Knowledge as part of the Service.

(3) “Expert Registration Information” shall have the meaning defined in Article 3.1 below.

(4) “Expert Interview, etc.” refers to all other services apart from FLASH Opinion that comprise the Service.

(5) “Answer Content” refers to the content of the answer provided by an Expert to a question submitted by a user via FLASH Opinion.

(6) “Provision of Knowledge” refers to the provision of advice and other information by the Expert to the Consultee in relation to the Question Content and Consultation Topic as part of the Service.

(7) “Question Content” refers to the content of the question entered by the Consultee for the purposes of using FLASH Opinion.

(8) “SPEEDA” refers to the business intelligence platform provided by MIMIR’s parent company Uzabase. The Service may be provided to users of SPEEDA as part of SPEEDA or as an optional service.

(9) “Consultation Topic” refers to the matter on which the Consultee is seeking the Provision of Knowledge from an Expert via the use of Expert Interview, etc.

(10) “Consultee” refers to the end user of the Service who has concluded an agreement for the use thereof with either MIMIR or the Uzabase Group.

(11) “Intellectual Property Rights, etc.” refers to copyrights, patent rights, utility model rights, trademark rights, design rights, other intellectual property rights (including the right to acquire or apply for the registration of such rights), and any associated ideas or know-how.

(12) “MIMIR Website” refers to the website operated by MIMIR (if for any reason the content of the MIMIR Website is changed, this shall include the changed website).

(13) “NewsPicks” refers to the business news media service operated by NewsPicks, Inc.

(14) “NewsPicks, Inc.” refers to NewsPicks, Inc.

(15) “NewsPicks Expert” refers to the Expert platform operated by MIMIR for the purpose of influencing corporate decision-making with individual knowledge.

(16) “FLASH Opinion” refers to the platform service provided on SPEEDA under the name FLASH Opinion that provides access to Expert knowledge.

(17) “Compensation” refers to the fee paid by MIMIR to the Expert under the terms of the Consignment Contract for their Provision of Knowledge.

(18) “Laws and Regulations” refers to treaties, domestic and foreign laws, government, ministerial, or cabinet office ordinances, notices, rules, orders, local ordinances, guidelines, or other regulations.

(19) “Service” refers to "SPEEDA Expert Research", a service in which MIMIR and/or the Uzabase Group provide opportunities for Consultees to receive the Provision of Knowledge from Experts via interviews or other means (including via the Expert Interview, etc. and FLASH Opinion services defined above, and may be provided as a singular feature on the SPEEDA platform).

(20) “My Page” refers to the webpage operated by MIMIR on which an Expert can, by inputting the Expert Registration Information, register with MIMIR as a NewsPicks Expert or request that MIMIR update the content of such registered information.

(21) “Uzabase” refers to Uzabase, Inc.

(22) “Uzabase Group” refers to Uzabase and its subsidiaries and affiliates.

1. The Expert shall be prohibited from conducting any transactions outside the scope of Expert Interview, etc. (including, but not limited to, the Provision of Knowledge) directly with an Consultee that has previously received the Expert’s Provision of Knowledge via Expert Interview, etc. or any other Consultee whom the Expert has recognized as having demand for knowledge in their area of expertise by means of information received as part of a Consultation Topic from MIMIR, including any transactions made via a third party. The behavior stipulated in this Article shall be prohibited for no more than a period of one (1) year from the date on which the Provision of Knowledge is completed by the Expert or the date on which MIMIR reasonably determines that the Expert has recognized the demand for knowledge of the relevant Consultee, whichever is later.

2. In the event that the Expert receives an offer from a Consultee to conduct a transaction as described in Article 6.1 above, the Expert shall promptly notify MIMIR of such offer.

3.  In the event that a transaction is conducted between the Expert and an Consultee outside the scope of Expert Interview, etc. and is thus in violation of Article 6.1 above, the Expert must pay a penalty to MIMIR that is equivalent to (i) the total monetary amount that MIMIR would have been entitled to receive from the Consultee if the transaction had been carried out via Expert Interview, etc. or (ii) the total monetary amount that the Expert received from the Consultee for the violating transaction, whichever is higher. Furthermore, the provisions of this Article shall not prevent MIMIR from claiming damages in excess of the amount of such a penalty.

1. The Expert may, subject to the provisions of these Terms of Use, provide answers to questions submitted by an Consultee via FLASH Opinion.

2. FLASH Opinion is a platform service, jointly operated and offered by MIMIR and Uzabase, that provides access to expert knowledge. It is not intended to be used by Consultees to contract or consign Experts for individual consultation services.

3. Based on the Question Content, MIMIR shall select and send a question to an Expert it deems appropriate in its own discretion. MIMIR makes no guarantee as to the number of questions an Expert can expect to receive.

4. The Expert must, in principle, provide an answer to a question within the period of time specified by MIMIR (to be determined on an individual basis and represent the period of time between when a question is sent to the Expert and when the answer is received by MIMIR). Nevertheless, MIMIR and Uzabase may, at their own discretion, accept answers from Experts even after the specified period of time has elapsed.

5. The Expert acknowledges that MIMIR may share the Answer Content with Uzabase and that Uzabase may provide the Answer Content to the Consultee via the Platform.

6. Notwithstanding the provisions of Article 7.5 above, MIMIR and Uzabase may, after separately obtaining the consent of the Expert, publish the Answer Content on SPEEDA.

1. The Expert is only entitled to claim Compensation when they have submitted an answer to a question and satisfied the conditions in relation thereto outlined in the email accompanying the question sent by MIMIR in accordance with Article 7.3 above.

2. In the event that the Expert is entitled to claim Compensation pursuant to Article 8.1 above, MIMIR shall pay such Compensation by the final day of the month following the month in which the Answer Content was provided by the Expert, in the manner of its choosing.

The Expert must not engage in any of the following acts in relation to their use of the Service:

(1) Acts that damage the reputation or credibility of MIMIR, the Uzabase Group, Consultees, other Experts, or any other third parties;

(2) Accepting the terms of the Consignment Contract proposed by MIMIR without intending to perform the Provision of Knowledge for a given Consultation Topic;

(3) Providing false or inaccurate information to the Uzabase Group or Consultees;

(4) Operating a service that is identical or similar to the Service;

(5) Using the information obtained through the Service for any other purpose than registering as a NewsPicks Expert, concluding the Consignment Contract, or performing the Provision of Knowledge, or disclosing or providing such information to a third party;

(6) Engaging in the unauthorized use of accounts, such as by allowing another individual to use one’s own name, impersonating another individual, or registering as a NewsPicks Expert under multiple different names to perform the Provision of Knowledge or otherwise misuse registered names;

(7) Causing a third party to perform the Provision of Knowledge without the prior consent of MIMIR;

(8) Acts that infringe upon the Intellectual Property Rights, etc., portrait rights, rights of privacy, reputation, or other rights or interests of the Uzabase Group, Consultees, other Experts, or any other third parties (including acts that directly or indirectly cause such infringement);

(9) Trading in securities using information obtained from an Consultee, or disclosing or proposing the disclosure of such information to third parties for the purpose of trading in securities;

(10) Acts that violate the Act on Prevention of Transfer of Criminal Proceeds or that constitute money laundering or other similar activities;

(11) Acts relating to criminal activities or that are otherwise illegal or contrary to public order and morals;

(12) Registering as a NewsPicks Expert for the purpose of soliciting relationships, offering the Provision of Knowledge, or transmitting information about relationships via the Service;

(13) Acts that violate Laws and Regulations or the internal rules of MIMIR or the industry association to which the Expert belongs, including by providing answers that are in violation of such Laws and Regulations, including the Lawyer Act, Judicial Scrivener Act, Certified Administrative Procedures Legal Specialist Act, the Act on Public Consultants on Social and Labour Insurance, Certified Public Tax Accountant Act, or Medical Practitioner’s Act, which prohibit non-qualified persons from providing such services or forming alliances or intermediaries for such services that can only be provided by persons with relevant qualifications;

(14) Sending information that contains computer viruses or other malicious computer programs;

(15) Sending an amount of data that exceeds the maximum file size stipulated by MIMIR through the Service;

(16) Acts that may interfere with the operation of the Service by the Uzabase Group;

(17) Disclosing information about third parties to which the Expert owes a duty of confidentiality (e.g. details of contracts, employer policies, fiduciary duties);

(18) Performing the Provision of Knowledge in violation of any applicable Laws and Regulations or in violation of any contract or other obligation with any individual, employer, former employer, or other legal entity;

(19) Providing investment advice (including but not limited to rating or recommending securities, providing advice on the value of securities, or providing advice on the appropriateness of investing in, purchasing, or selling securities);

(20) Operating a business that MIMIR deems unbecoming of an Expert of the Service (including but not limited to pyramid schemes, multi-level marketing, fake websites, phishing websites, and products and services related to anti-social forces such as crime syndicates) and using the knowledge obtained through the operation of such business to perform the Provision of Knowledge as an Expert;

(21) Be granted the authority of representation by the Consultee to perform legal affairs on their behalf or to perform any acts that result in the creation of rights or obligations for the Consultee;

(22) Misleading a third party into believing that the Expert has been given a position as an agent, partner, or employee of the Uzabase Group or the Consultee;

(23) Providing, offering, or promising monetary or other benefits in violation of anti-bribery laws (Article 18(1) of the Unfair Competition Prevention Act, Article 198 of the Penal Code, and similar domestic and foreign laws and regulations aimed at preventing corruption and corrupt practices by public officials);

(24) Providing MIMIR or Consultees with information for which the Expert owes a duty of confidentiality to a third party, non-public information that the Expert is not allowed to provide outside of organizations to which the Expert belongs, or information that is prohibited from disclosure by law;

(25) Making demands that are markedly inappropriate or other requests by means or in a manner that is socially unjustifiable, regardless of the reasonableness of the content; or

(26) Any other acts that MIMIR deems to be inappropriate.

The Expert shall represent and warrant that the following statements are true and accurate at the time of agreeing to these Terms of Use, at the time of applying for registration as a NewsPicks Expert, at the time of concluding a Consignment Contract, and at the time of performing the Provision of Knowledge:

1. The Expert Registration Information provided by the Expert is true and accurate;

2. The Expert has the authority and capacity to perform the Provision of Knowledge and that such Provision of Knowledge is legal and poses no risk of a breach of contract between the Expert and any third party;

3. The Expert has never had their registration as a NewsPicks Expert or any other registration as a specialist in a database operated by MIMIR revoked, nor has the Expert ever had their registration as a user of any service provided by the Uzabase Group revoked;

4. The Expert is not a minor or adult ward, a person under curatorship, or a person under assistance;

5. The Expert is not affiliated with any antisocial element (i.e., organized crime groups, organized crime group members, far-right wing political groups, antisocial groups, and other similar entities) or otherwise involved in any exchange with antisocial groups, such as the maintenance, operation, or management of such groups, through the provision of funds or otherwise;

6. The Expert does not have a criminal record;

7. The Expert has not breached trade law, been disqualified, faced disciplinary action by a trade association, or any similar penalty in the area of expertise in which they are applying for registration;

8. All information and materials provided by the Expert in connection with the Provision of Knowledge shall be collected and compiled in a lawful and legitimate manner and shall not infringe upon the rights of any third party; and

9. In addition to the above, there are no other circumstances that would be deemed inappropriate in light of the aims and objectives of the Service or NewsPicks Expert.

The Expert hereby commits to the following:

1. to engage with Consultees to the best of one’s ability and in good faith when providing the Provision of Knowledge, in accordance with the attitudes and manners expected of a professional and specialist;

2. to make the best use of one’s own expertise and act with integrity when performing a Provision of Knowledge that is genuine and truthful; and

3. to refrain from committing any of the prohibited acts stipulated in Article 9 above or otherwise breach these Terms of Use.

MIMIR may terminate the Consignment Contract or revoke the registration of the Expert without prior notice or warning under any of the following circumstances:

1. The Expert violates any of the provisions of these Terms of Use or any other agreement with MIMIR;

2. The Expert becomes unable, or admits to its creditors its inability, to pay its debts as such debts become due or a petition is filed by or against the Expert for the institution of proceedings for bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation;

3. The Expert has been found to dishonor a promissory note or check it has drawn or accepted, or has received a disposition of suspension of transactions by a clearing house or other similar measures;

4. The Expert is subject to a petition for attachment, provisional attachment, provisional disposition, judicial enforcement, or auction sale;

5. The Expert is in arrears resulting from delinquency in the payment of taxes and dues;.

6. The Expert has died or has become subject to the commencement of court-ordered guardianship, conservatorship, or assistance;

7. The Expert has not used the Service for a period of more than six (6) months and has not responded to any correspondence from MIMIR; or

8. Any other case in which MIMIR deems that it inappropriate to maintain the Expert’s registration.

1. All proprietary rights and Intellectual Property Rights, etc. pertaining to the MIMIR Website and the Service belong to MIMIR or a party that has granted a relevant license to MIMIR, and registration as a NewsPicks Expert does not imply the transfer of or the issuance of a license to use any such rights to the Expert, nor shall the Expert engage in any act that could infringe upon such rights (including but not limited to disassembling, decompiling, or reverse engineering).

2. Unless otherwise stipulated under these Terms of Use, the text, images, videos, and other data, as well as the results of a Provision of Knowledge (including answers provided for the FLASH Opinion and Expert Interview services) published or otherwise transmitted by the Expert on the MIMIR Website or via the Service may be used freely and without cost (including reproduction, alteration, and any other use) by the Uzabase Group and other parties specified by the Uzabase Group (including Consultees) to the extent necessary for the provision and use of the Service. However, the Uzabase Group shall not perform any material alteration to the answers or any other results of a Provision of Knowledge provided by the Expert before providing it to the Consultee, nor make it available to the public without the Expert’s prior consent.

1. The Uzabase Group makes no warranty that the Expert’s registration as a NewsPicks Expert will result in the conclusion of a Consignment Contract, that the Expert will receive the opportunity to provide Answer Content for the FLASH Opinion service, or that the Expert will receive the opportunity to earn Compensation, nor does it make any other warranties with regard to other requests or transactions from MIMIR.

2. Even if the Expert obtains information about the Service, the MIMIR Website, Consultees, other Experts of the Service, or any other matters from MIMIR, regardless of whether such information is obtained directly or indirectly, MIMIR makes no warranty to the Expert beyond what is stipulated in these Terms of Use.

3. The Uzabase Group (including MIMIR) makes no warranty that the Expert's registration as a NewsPicks Expert, the Expert’s performance of the Provision of Knowledge, or any other act performed by the Expert as part of the Service shall be in compliance with any laws, regulations, internal rules of industry associations, or employee guidelines applicable to the Expert.

4. Any transaction, communication, dispute, or other matter arising between the Expert and an Consultee, another Expert, or any other third party in connection with the Service, the SPEEDA platform, the NewsPicks platform, or the MIMIR Website shall be handled and resolved by the Expert, with the Uzabase Group (including MIMIR) assuming no liability for such matters.

5. The Uzabase Group(including MIMIR) shall assume no liability for the compensation or indemnification of any damages incurred by the Expert in connection with the interruption, suspension, termination, unavailability, or modification of the Service by the Uzabase Group, the deletion or loss of the Expert’s messages or information, the revocation of the Expert’s registration, the loss of data and/or malfunctioning or damaged equipment, or any other damages incurred by the Expert in relation to the Service.

6. With the exception of the MIMIR Website, MIMIR shall assume no liability for the content of any website (and any information obtained thereon), including in cases where the MIMIR Website provides links to external websites and in cases where the MIMIR Website is linked to by other websites.

7. The Uzabase Group (including MIMIR) shall assume no liability for compensating any damages incurred by the Expert in connection with the Service. Even if it is held liable for compensating the Expert for any such damages, the liability of the Uzabase Group (including MIMIR) for compensating such damages shall be limited to cases of intentional or gross negligence on its part, and the total amount of such damages shall not exceed the total amount of Compensation paid to the Expert during the past three (3) months, calculated retroactively from the time when the grounds for such damages arose.

8. MIMIR shall provide the Expert with the Consultation Topics, Question Content, and any other information necessary for the Provision of Knowledge, as well as the terms and conditions of the Provision of Knowledge by email, online form, or other electromagnetic record, and the Expert shall agree to these terms in advance.

1. In the event that the Expert causes damages to MIMIR by violating these Terms of Use, or in connection with their registration, Provision of Knowledge, or through any other act committed on the Service, the Expert shall be required to compensate MIMIR for such damages (including legal fees to a reasonable extent).

2. In the event that the Expert receives a complaint from, or a dispute arises with, an Consultee, another Expert, or any other third party in connection to the Service, the Expert shall promptly notify MIMIR of the nature thereof, handle such complaint or dispute at the Expert’s own expense and responsibility, and upon request from MIMIR, report the progress and outcome of the complaint or dispute to MIMIR.

3. In the event that the Uzabase Group (including MIMIR) receives a complaint from an Consultee, another Expert, or any other third party claiming an infringement of rights or for any other reason in connection with the Expert's registration as a NewsPicks Expert, their Provision of Knowledge, or any other act committed on the Service, the Expert shall be required to indemnify the Uzabase Group (including MIMIR) against any amounts (including legal fees to a reasonable extent) that the Uzabase Group (including MIMIR) is obliged to pay to a third party based on such claim.

1. The term “Confidential Information” as used in these Terms of Use refers to any information relating to the technology, business, operations, finances, organizational structure, or other matters of the Uzabase Group or any Consultee (hereinafter referred to as the “Discloser”) that has been provided or disclosed to the Expert in writing, orally, or by recorded media, or which has otherwise become known to the Expert in connection with their registration as a NewsPicks Expert, the Consignment Contract, or the Service. However, Confidential Information shall not include (i) information that was already in the public domain or known to the Expert at the time it was provided or disclosed by the Discloser or otherwise made known to the Expert; (ii) information that, after being provided or disclosed by the Discloser or otherwise becoming known to the Expert, has entered the public domain via publication or other means for any reason not attributable to the Expert; (iii) information that is lawfully obtained from a duly authorized third party not bound by any duty of confidentiality; (iv) information that is developed independently without the use of or dependence on any Confidential Information; or (v) any information for which the Discloser has confirmed in writing that there is no need for confidentiality.

2. The Expert shall use the Confidential Information solely for the purpose of performing the Provision of Knowledge as part of the Service and shall not provide, disclose, or divulge the Discloser's Confidential Information to any third party (including to any businesses or industry associations with which the Expert is affiliated) without the prior written consent of the Discloser.

3. Notwithstanding the provisions of Article 16.2 above, the Expert may disclose Confidential Information pursuant to any Laws and Regulations or any order, demand, or request from a court of law or governmental authority. However, in the event of any such order, demand, or request, the Expert shall promptly notify the Discloser thereof.

4. The Expert shall obtain the prior written consent of the Discloser when reproducing any document, magnetic recording medium, or other record containing Confidential Information, and shall strictly control the reproduction in accordance with this Article.

5. Upon request by the Discloser, the Expert shall return or destroy the Confidential Information and any written or other recorded media material containing any Confidential Information and all copies thereof without delay and in accordance with the Discloser's instructions.

6. In the event that the Expert and the Consultee have entered into a contract (regardless of its form or name) stipulating that the information provided by the Consultee is to be kept confidential by the Expert, said contract shall supersede the provisions of this Article in relation to the relationship between the Expert and the Consultee.

1. The Expert shall consent to the terms and conditions of MIMIR’s privacy policy.

2. The Expert shall recognize the importance of safeguarding personal information, and in handling such information, the Expert shall comply with the Act on the Protection of Personal Information and all related guidelines, in addition to these Terms of Use.

3. The Expert shall not use any personal information obtained through the Service regarding the Consultee for any purpose other than the Provision of Knowledge on the Service (including but not limited to providing advertising, sales, and solicitation materials to the Consultee via email or other means).

The Expert shall be required to obtain the prior written consent of MIMIR before displaying anything that could imply the existence of a relationship with the Uzabase Group, the Service, the NewsPicks Expert name, trademark, or the MIMIR Website on any advertising, business cards, postal mail, or any other media.

1. MIMIR may revise the content of these Terms of Use at its own discretion.

2. In the event that MIMIR revises these Terms of Use, MIMIR shall publish the revised Terms of Use on the MIMIR Website. If the Expert concludes a Consignment Contract or performs a Provision of Knowledge after the revised Terms of Use have been published on the MIMIR Website, the Expert shall be deemed to have agreed to such revised Terms of Use.

3. In addition to the provisions of Article 19.2 above, MIMIR shall stipulate the date on which such revised Terms of Use are to come into force, including a fixed grace period, and shall provide advance notice to the Expert of such revision, the content of such revised Terms of Use, and the date on which it is to come into force by publishing these on the MIMIR website, notifying Experts by email, or any other method that MIMIR deems appropriate. Once the grace period has elapsed, the Expert will be deemed to have agreed to the revised terms.

1. The Expert may not assign, transfer, set as collateral, or otherwise dispose of their rights or obligations under the Terms of Use to any third party without the prior written consent of MIMIR.

2. In the event that MIMIR transfers the businesses related to the Service to a third party (regardless of whether it is in relation to a business transfer, company split, or any other form of transfer), MIMIR may transfer the rights and obligations under these Terms of Use, Expert Registration Information, and other customer information to the assignee of the transfer, and the Expert shall be deemed to have agreed to such a transfer in advance.

These Terms of Use constitute the entire agreement between MIMIR and the Expert with respect to the subject matter contained herein and supersede all prior agreements, representations, and understandings, whether oral or written, between MIMIR and the Expert.

These Terms of Use shall be governed by the laws of Japan and the Tokyo District Court shall have exclusive jurisdiction of the first instance to settle any disputes arising out of or in connection with these Terms of Use.