Terms of Service
These Terms of Service (hereafter referred to as “Terms”) stipulate matters that all Members must comply with when using the service (hereafter referred to as “Service”) offered by PrivateSky Co., Ltd. (hereafter referred to as “Company”) through the Website (also including the mobile app version), as well as the rights and obligations that exist between the Company and Members. Anyone seeking to use the Service as a Member should be sure to read the Terms in their entirety before agreeing thereto. Furthermore, prior to using the Service, all Members must check which related laws and regulations apply to themselves and comply with the related laws and regulations, in addition to the Terms.
Article 1. Definitions
The terminology used in the Terms is hereby regarded as having the meanings stipulated in Appendix 1.
Article 2. Terms of Service
1. The Terms apply to all relations between the Company and Members pertaining to the use of the Service, and are a legally binding agreement between Members and the Company.
2. Rules and provisions, etc., pertaining to the Service that the Company publishes as necessary on the Website also hereby constitute part of the Terms.
3. Members are regarded, through their use of the Service, as having agreed to all of the items outlined in the Terms.
Article 3. Member Registration
1. In order to use the Service, anyone wishing to use the Service (hereafter referred to as “Registration Applicants”) must apply to the Company for membership registration by agreeing to comply with the Terms and by providing the company with certain information stipulated by the Company (hereafter referred to as “Registration Information”), in the manner stipulated by the Company.
2. Applications for registration must be completed by the individual or company that will be using the Service, and registration applications by a proxy agent are generally not accepted. In addition, Registration Applicants must provide the Company with information that is true, accurate, and up-to-date when applying for registration.
3. Membership registration is regarded as being complete once a notification of registration completion has been delivered from the Company to the Registration Applicant.
4. Once registration is complete, as stipulated in the preceding clause, a usage agreement for the Service according to all of the provisions in the Terms is thereby concluded between the Member and the Company, and the Member can then use the Service in the manner stipulated by the Company.
5. The Company does not bear any responsibility for damages that occur as a result of a Member having registered for the Service as a Member, or damages suffered as a result of a Member violating the provisions mentioned in the preceding clause.
6. The Company may deny registration in cases in which any of the following circumstances apply to a party that is applying for membership registration according to Clause 1 of the present article. In such cases, the Company is not obligated to disclose the reason why the registration was denied.
(1) Cases in which the Company determines that there is a risk the Terms will be violated.
(2) Cases in which all or a portion of the Registration Information provided to the Company contains falsifications, errors, or omissions.
(3) Cases in which the party is someone that has had their registration for using the Service revoked in the past.
(4) Cases in which the party is a minor, an adult ward, a person under curatorship, or a person under assistance, and has not obtained the consent, etc., of his/her legal representative, guardian, curator, or assistant.
(5) Cases in which the Company determines that the party is part of an anti-social organization, etc. (this refers to gangs, gang members, right wing groups, organized crime groups, and any other party of a similar nature; the same applies hereafter) or is in any way involved with and/or contributing to an anti-social organization, etc., that by providing funding, etc., cooperates with and/or contributes to the maintenance, operation, and/or management of an anti-social organization, etc.
(6) Cases in which the Company determines that the party is engaged in a service which is identical or similar to the Service.
(7) Cases in which the Company determines based on legitimate reasons that it is difficult to continue to provide the Service.
(8) Cases in which the party cannot receive e-mails from the Company.
(9) Any other case in which the Company determines that registration is not appropriate.
7. Whenever there are any changes to Registration Information, Members shall notify the Company about the changes without delay, in the manner stipulated by the Company, and shall submit any documentation requested by the Company.
8. Any rights or obligations related to the Service that a Member possesses with respect to the Company belong to the individual Member himself/herself and cannot be assigned to another party.
Article 4. Password and Member ID Management
1. Members are liable for managing and storing their password and member ID, and must not grant for use, loan, transfer, change the account name for, or sell, etc., their password or member ID to a third party.
2. Members are fully responsible for any damages resulting from the mismanagement, misuse, or third-party use, etc., of their password or member ID, and the Company does not bear any responsibility for such damages.
3. Members shall immediately notify the Company when they discover that their password or member ID has been stolen and is being used by a third party, and shall follow any instructions from the Company.
Article 5. Service
1. The Service is a service that provides a platform for matching Flight-Related Service Providers with Users.
2. The Service provides a place for Members to make agreements with one another pertaining to Flight-Related Services, and the agreements between Members and other matters pertaining to Flight-Related Services are all decided directly between Members. The Company does not itself offer Flight-Related Services and does not undertake commissioned work pertaining to concluding agreements between Members or work pertaining to Flight-Related Services. However, the Company may collect fees for Flight-Related Services from Users on behalf of Flight-Related Service Providers.
3. Agreements pertaining to Flight-Related Services are concluded directly between Members.
4. The conditions in agreements pertaining to Flight-Related Services between Members shall be agreed upon directly between Members, the Company does not contribute in any way to the conditions in agreements and does not bear any responsibility for the content therein.
5. The specific content and conditions in agreements between Members can be freely set forth by Members themselves, and the Company does not bear any responsibility for said content. It should be understood that the Company cannot bear any responsibility for trouble that occurs between Members.
Article 6. Individual Agreements
1. Flight Arrangers and Users conclude flight operation agreements and Flight Arrangers provide flight operation services to Users.
2. Flight Assistants and Users conclude contracted service agreements, and Flight Assistants provide contracted services for performing work required for flight operations to Users. However, work performed by Flight Assistants shall be limited to tasks that assist Users in operating aircraft, such as renting out aircraft and maneuvering aircraft, etc., and Flight Assistants must not perform work that would be tantamount to the work of an air transportation business.
3. Users may freely decide whether to conclude individual agreements with Flight Arrangers or Flight Assistants.
4. Individual agreements concluded between Members using the Service shall be concluded in either manner listed below.
(1) User applies to Listing from Flight-Related Service Provider:
(i) When a Flight-Related Service Provider wishes to be matched for providing Flight-Related Services on the Website, they may post a Listing by sending, to the Company in the manner stipulated by the Company, the content of an agreement pertaining to a Flight-Related Services and other information needed for concluding an agreement pertaining to a Flight-Related Service.
(ii) Flight-Related Service Providers may freely decide the content of Flight-Related Services when posting Listings, as long as the content does not violate the Terms or any laws or regulations.
(iii) Users may select a Flight-Related Service after fully understanding the content of the Flight-Related Services in the Listings, and then apply for the Flight-Related Service, in the manner stipulated by the Company.
(iv) Individual agreements are concluded between Flight-Related Service Providers and Users after the Flight-Related Service Provider consents in the manner stipulated by the Company.
(2) Flight-Related Service Provider accepts Request from User:
(i) After selecting a Flight Arranger or a Flight Assistant, a User may submit a Request by notifying the Flight-Related Service Provider, in the manner specified by the Company, about the content of their desired Flight-Related Service.
(ii) Users may freely decide the content of Flight-Related Services when submitting Requests, as long as the content does not violate the Terms or any laws or regulations.
(iii) Individual agreements are concluded between Flight-Related Service Providers and Users after the Flight-Related Service Provider consents in the manner stipulated by the Company.
Article 7. Service Providers
1. Only air transportation companies may use the Service as a Flight Arranger.
2. Flight-Related Service Providers must fully understand and comply with related laws and regulations.
Article 8. Users
1. In cases in which a User is concluding a contracted service agreement with a Flight Assistant to use an aircraft, the User serves as the operating entity in managing and operating the aircraft.
2. Users must understand that they will be held responsible in the unfortunate event that damages are caused to a third party due to an accident, etc., and must strive to ensure safe flights by carefully selecting the Flight Assistant and holding thorough discussions in advance.
Article 9. Member Prohibitions
1. In using the Service, Members must not engage in acts that correspond with any of the following items. Furthermore, if the Company ever requests an explanation from a Member regarding the applicability of any of the following items and a rational explanation cannot be obtained in the period of time stipulated by the Company, then the Member shall be regarded as having engaged in the relevant act.
(1) Acts in which the intellectual property rights, the portrait rights, the privacy rights, reputation, or other rights or vested interests of the Company, other Members, or third parties are infringed upon (including acts in which such infringements are caused directly or indirectly).
(2) Acts related to criminal activity or acts which violate social standards.
(3) Acts in which obscene information or information that is harmful to adolescents is transmitted.
(4) Acts in which information pertaining to dating or becoming acquainted with members of the opposite gender is transmitted.
(5) Acts in which laws, regulations, internal rules of business organizations to which the Company and/or a Member belongs, or agreements between a Member and a third party are violated.
(6) Acts in which information containing computer viruses or other harmful computer programs is transmitted.
(7) Acts in which information that may be used in connection with the Service is falsified.
(8) Acts in which data that exceeds a certain data capacity stipulated by the Company is transmitted via the Service.
(9) Acts in which there is interference or a risk of interference with the Company’s implementation of the Service.
(10) Acts in which direct transactions which do not go through the Service or the Website are conducted or acts which could potentially solicit such transactions.
(11) Acts in which the Service or the Website is used as a means for one’s own business by leading other Members or third parties to another website.
(12) Acts in which a Member’s private information is disclosed or sought to be disclosed.
(13) Any other act that the Company deems inappropriate.
2. In the event that the Company determines that a Member’s conduct corresponds with or potentially corresponds with any of the items in the preceding clause, the Company may without prior notice to the Member deny Listings and Requests, delete all or some information in a Listing, withhold payment of fees for Flight-Related Services that the Company collected on behalf of a Flight-Related Service Provider or accordingly return said fees to the User, revoke registration, disclose private information such as the name, address, telephone number, and e-mail address used for negotiating with Members, or take other measures that the Company deems necessary. The Company does not bear any responsibility for damages that are caused to Members due to measures taken by the Company based on the provisions of the present clause.
Article 10. Fees & Payment Methods, etc.
1. When using a Flight-Related Service, Users shall pay fees for Flight-Related Services to the Flight-Related Service Provider in accordance with their individual agreement with the Flight-Related Service Provider.
2. As the fee for the Service, Flight-Related Service Providers shall pay, to the Company or a party specified by the Company, the amount calculated by multiplying the fees for Flight-Related Services in the preceding clause by a fixed rate, which is decided between the Company and the Flight-Related Service Provider for each flight.
3. Flight-Related Service Providers shall grant the Company the authority to act as a proxy in collecting fees for Flight-Related Services from Users and shall not obtain payments from Users directly. The granting of authority to the Company as a proxy collector stipulated in this clause cannot be rescinded.
4. The Company may obtain payment of fees for the Service, which are paid to the Company by Flight-Related Service Providers, through a method in which the amount equivalent to the fees for the Service is deducted when paying out, to the Flight-Related Service Provider, the fees for Flight-Related Services collected from Users by the Company or a party specified by the Company.
5. In the event that a Flight-Related Service Provider neglects to pay the fees for the Service, which are to be paid to the Company, the Flight-Related Service Provider shall pay to the Company the outstanding balance after settled fees have been deducted from the fees for the Service as well as late charges on that amount at an annual percentage rate of 14.6% charged for the period of time between the payment deadline and the payment date.
Article 11. Registration Cancellation, etc.
1. In cases in which the any of the following circumstances apply to a Member, the Company may without prior notice or requisition temporarily suspend a Member’s usage of the Service or revoke their registration as a Member.
(1) Cases in which a Member violates any of the articles or clauses in the Terms.
(2) Cases in which falsifications in Registration Information have been discovered.
(3) Cases in which a Member has used or has attempted to use the Service for a purpose or in a manner that could potentially cause damages to the Company, other Members, or third parties.
(4) Cases in which a Member causes an interference in the implementation of the Service, regardless of the means by which it is done.
(5) Cases in which a Member files for suspension of payments and/or insolvency, or a Member initiates bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or has filed to initiate another similar type of proceeding.
(6) Cases in which a Member is being prosecuted for non-payment due to bouncing of bills or checks issued and/or accepted..
(7) Cases in which a filing for seizure, provisional seizure, provisional disposition, compulsory execution of action, or auction has been made with respect to a Member’s assets.
(8) Cases in which a Member is being prosecuted for failure to pay taxes or duties.
(9) Cases in which a Member becomes deceased or receives an order for commencement of guardianship, commencement of curatorship, and/or commencement of assistance.
(10) Cases which correspond with Article 3, Clause 6 herein.
(11) Cases in which a Member has not used the Service for six months or more and does not respond to communications from the Company.
(12) Cases in which a Member or someone that had been a Member in the past five years and another Member or someone that had been a Member in the past five years conclude an agreement that could have been concluded directly through the Service but did so without using the Service, or perform an act that could potentially solicit such an agreement. However, this shall not apply in cases in which prior consent has been attained from the Company.
(13) Cases in which, after concluding an individual agreement, one of the parties to the individual agreement or the Company is continually unable to make contact with the counterpart for a week or more, despite trying to make contact through the mode of communication normally used for the Service.
(14) Cases in which trouble with other Members or third parties is occurring at a frequency that exceeds a certain standard, regardless of whether or not it is happening intentionally or out of negligence.
(15) Cases in which a Member re-uses a photograph that the Company has copyrights to without permission.
(16) Cases in which it is discovered that a Member has not obtained the proper authorization, etc., needed for concluding an individual agreement, had made false declarations, or has had authorization, etc., revoked.
(17) Cases in which it is discovered that a Member is in violation of related laws or regulations that apply to himself/herself.
(18) Any other case in which the Company determines that it is not appropriate to maintain a Member’s registration.
2. In cases in which any of the circumstances in the preceding clause apply, the benefit of a grace period for all outstanding debts owed to the Company by the Member would naturally be forfeited, and the Member would be required to pay all outstanding debts to the Company immediately.
3. The Company does not bear any responsibility for damages caused to Members as a result of actions taken by the Company based on the provisions of the present article.
4. Members may cancel their Member registration by notifying the Company, in the manner designated by the Company, one month or more in advance.
5. In the event that a Member’s registration is revoked based on the present article, the Member shall return, destroy, or dispose of, etc., all software, manuals, and other items provided by the Company in connection with the Service, according to instructions from the Company.
Article 12. Suspension of Service
1. In cases in which any of the following items apply, the Company may suspend or discontinue all or part of the Service without prior notice to Members.
(1) Cases in which regular or emergency inspection/maintenance work is being performed on Service-related computer systems.
(2) Cases in which there is a suspension due to computer trouble or trouble with communication channels, etc.
(3) Cases in which implementing the Service becomes impossible due to force majeure such as fires, power outages, or natural disasters.
(4) Cases in which providing the Service becomes difficult due to defects, etc., with the equipment needed for providing the Service.
(5) Any other case in which the Company determines that a suspension or discontinuation of the Service is necessary.
2. The Company may terminate the Service at their convenience. In such cases, the Company shall notify Members in advance.
3. The Company does not bear any responsibility for damages that are caused to Members due to measures that are taken by the Company based on the provisions of the present article.
Article 13. Modification and Cancellation of Terms
1. The Company may, at their discretion, freely modify the content of the Service at any time.
2. The Company may, at their discretion, modify the Terms or the rules and provisions, etc., pertaining to the Service (hereafter referred to as “Terms, etc.”). In the event that the Company has modified the Terms, etc., the Company shall notify Members of the modifications, and if a Member uses the Service after being notified of the modifications, or if the Member does not conduct procedures to cancel their registration within a reasonable amount of time, as stipulated by the Company, then the Member shall be regarded as having agreed to the modifications in the Terms, etc.
3. The Company may cancel any of the Terms, etc., at their convenience. In the event that the Company cancels any of the Terms, etc., the Company shall notify Members about the cancelled content.
4. When modifying or cancelling Terms, etc., as per the preceding two clauses, the changes shall become effective for the future from the date stipulated by the Company.
5. The Company does not bear any responsibility for damages that are caused to Members due to measures that are taken by the Company based on the provisions of the present article.
Article 14. Storage of Information
Even in cases in which the Company stores messages sent/received by Members and other information for a certain period of time for operational purposes, the Company is not obligated to store such information, and may delete such information at any time. Furthermore, the Company does not bear any responsibility for damages that are caused to Members due to measures that are taken by the Company based on the provisions of the present article.
Article 15. Handling of Intellectual Property
1. All of the copyrights, merchandising rights, and other intellectual property rights for digital content presented on the Website, as well as the rights for information with proprietary value not included in intellectual property rights (hereafter referred to collectively as “Intellectual Property Rights, etc.”), excluding any content created by Members without the Company’s involvement, belong to the Company. Excluding any content created by Members without the Company’s involvement, Members are regarded as having no rights with respect to digital content presented on the pages for the Service, and cannot transfer, loan, license for use, duplicate, or reproduce, etc., such content.
2. Members hereby grant the Company a geographically-unrestricted, royalty-free, non-exclusive license (as well as sublicense) to use (as well as duplicate, publish, transmit, transfer, loan, translate, adapt, and exercise their rights as the original author to produce derivative works of, etc.) the Intellectual Property Rights, etc., to information which is disseminated by the Company as something that can be accessed by a large, unspecified number of Members through the Service, and Users hereby waive any moral rights they have as an author over such Intellectual Property Rights, etc. This clause does not imply that the Company promises to grant other Members a license to use such information.
3. With respect to Intellectual Property Rights, etc., information transmitted to the Company in connection with this Service, Members declare and attest, through the act of transmitting, etc., information to the Company, that they have a legitimate right to post, transmit, and otherwise dispose of (hereafter referred to as “transmission, etc.”) said information, that said information as well as the transmission, etc., of said information does not infringe upon the rights of a third party, and that the transmission, etc., of said information does not violate any confidentiality obligations, or other contractual or legal obligations.
4. In the event that a Member is transferring, to a third party, Intellectual Property Rights, etc., that the Member himself/herself possesses with respect to information transmitted, etc., to the Company in connection with this Service, the third party shall consent to the provisions of this article and the Intellectual Property Rights, etc., shall not be transferable in the event that said third party does not consent.
Article 16. Protection of Privacy
Members hereby agree that the collection and use of Members’ personal data by the Company is regulated by the Company’s personal data protection policy (which may be updated as necessary).
Article 17. Disclaimer of Warranty and Exemption from Liability
1. The Company is merely a provider of a matchmaking platform and does not bear any responsibility for the content of or for managing/monitoring the safety of services provided by Flight-Related Service Providers, and is not obligated to provide compensation for damages, etc., that result from the use of the Service or resolve issues resulting from the use of the Service.
2. Members shall, under their own liability and at their own expense, research whether or not using the Service puts them in violation of any laws or regulations, or internal rules of business organizations, etc., which apply to themselves, and the Company does not guarantee in any way that Members’ use of the Service conforms to laws or regulations, or internal rules of business organizations, etc., which apply to Members.
3. Listings on this Website are created and managed by Flight-Related Service Providers, and the Company cannot guarantee the accuracy, legality, validity, or safety, etc., of the information provided to Users.
4. In addition to the preceding three clauses, Members are liable for handling and resolving transactions, communications, and disputes, etc., which take place between themselves and other Members or third parties in connection with the Service or in connection with the Company’s websites, etc., and the Company does not bear any responsibility for such matters.
5. The Company shall not be liable for making reparations for damages suffered by Members in connection with the Service, including for the Service being discontinued, suspended, terminated, rendered unusable, or modified by the Company, for Members’ messages or information being deleted or lost, for Members’ registration being cancelled, and for data being lost or defects and/or damage occurring to equipment due to using the Service.
6. Even if the Company’s websites, etc., contain links to other websites, or other websites contain links to the Company’s websites, etc., the Company shall not bear any responsibility, regardless of the reason, for websites other than the Company’s websites, etc., nor for information obtained therefrom.
7. When initiating use of the Service and during use of the Service, Members shall exercise sufficient caution to prevent data they possess from disappearing and/or being modified, and to prevent their equipment from becoming defective, damaged, etc., when installing software or the like on their computer, etc., by means of downloading files from the Website or other means, and the Company shall not bear any responsibility for such damages experienced by Members.
8. In addition to the preceding clause, this Service does not offer any guarantees, neither explicit nor implicit, beyond what is regulated in the Terms.
Article 18. Compensation for Damages
1. If a Member receives a claim from another Member or third party in connection with this Service, or if a dispute arises between such parties, the Member shall immediately notify the Company about the matter, as well as handle the claim or dispute at their own expense and under their own liability, and report the status and outcomes of the matter according to requests from the Company.
2. In the event that the Company receives any kind of claim for compensation due to the rights of another Member or third party being infringed upon in connection with the use of this Service by a Member, that Member must compensate the Company for the amount the Company was forced to pay to the claimant as a result of said claim.
3. The Company does not bear responsibility for paying for damages suffered by Members in connection with the Service. Even in cases in which the Company is found to be liable for paying for damages in the present clause or other clauses based on the Consumer Contract Act or any other reason, the following monetary limits shall apply.
(1) Cases in which a Member suffers damages as a Flight-Related Service Provider:
The monetary limit shall be the total amount of fees for Flight-Related Services that the Company actually collected from the User, on behalf of the Flight-Related Service Provider, over the three months prior to the time when the damages were incurred.
(2) Cases in which a Member suffers damages as a User:
The monetary limit shall be the total amount of fees for Flight-Related Services that the User actually paid over the three months prior to the time when the damages were incurred.
Article 19. Notifications
Members hereby agree that communications and notifications from Members to the Company, including inquiries about the Service, etc., as well as communications and notifications from the Company to Members, including notifications about modification or cancellation of any of the Terms (also including but not limited to promotional e-mails and e-mail newsletters) shall be sent via e-mail or another method stipulated by the Company.
Article 20. Entire Agreement
The Terms constitute an entire agreement between the Company and Members regarding the matters contained herein, and shall supersede all prior agreements, representations, and understandings, whether verbal or in writing, between the Company and Members regarding matters contained herein.
Article 21. Severability
If any article or clause in the Terms is determined to be invalid or unenforceable, in whole or in part, according to the Consumer Contract Act or other laws or regulations, etc., the remaining provisions of the Terms, and the remaining portions of provisions determined to be invalid or unenforceable in part shall continue to remain in full force, and the Company and Members shall strive to ensure that the original intent and the intended legal and economic effects of the invalid and/or unenforceable articles, clauses, or portions thereof are attained by revising the sections that need to be revised in order to make the invalid and/or unenforceable articles, clauses, or portions thereof legal and enforceable.
Article 22. Transfer Restrictions
1. Members cannot transfer, reassign, hypothecate, or otherwise dispose of their status in the Terms, or their rights and/or obligations based on the Terms, without prior written consent from the Company.
2. In the event that operations related to the Service are being transferred to another company, accompanying the transfer of business, the Company may transfer their status in the Terms, their rights and obligations based on the Terms, as well as customer information, including Members’ Registration Information, to the party to whom the business is being transferred, and Members are regarded as having already agreed to said transfer through the provisions of the present clause. “Transfer of business” as stipulated by the present clause is meant to cover all types of cases in which operations are transferred, including a corporate separation, etc.
Article 23. Survival Clause
The provisions of Article 2, Clause 3; Article 3, Clause 5; Article 4, Clause 2; Article 5, Clauses 5 and 6; Article 9, Clause 2; Article 12, Clause 3; Article 13, Clause 5; Articles 14-18; and Articles 20-24 shall remain in effect even after the Terms are terminated.
Article 24. Governing Law and Jurisdiction
The Terms shall be governed by the laws of Japan, and the Tokyo District Court shall serve as the agreed upon court of first instance with exclusive jurisdiction over disputes arising out of or in connection with the Terms.
(1) “Arranger Matching” signifies the matching service which is one of the services provided by the Company in which a party that runs an air transportation business is matched with a User.
(2) “Assistant Matching” signifies the matching service which is one of the services provided by the Company in which a party that does not run an air transportation business is matched with a User.
(3) “Member” signifies parties who use the Service and includes Users, Flight Arrangers, and Flight Assistants.
(4) “Flight Arranger” signifies the party that is matched with Users under the Arranger Matching service.
(5) “Flight Assistant” signifies the party that is matched with Users under the Assistant Matching service.
(6) “Flight-Related Service” signifies the service that Flight Arrangers and Flight Assistants provide to Users.
(7) “Flight-Related Service Provider” signifies Flight Arrangers and Flight Assistants.
(8) “Website” signifies https://charter.privatesky.co.jp/ and other websites through which the Company enables the Service to be used.
(9) “Request” signifies a User notifying the Flight-Related Service Provider of the content of their desired Flight-Related Service through the Website and the Service.
(10) “Listing” signifies a Flight-Related Service Provider publishing the content of an individual agreement on the Website, through the Website and the Service.
(11) “User” signifies a party who actually uses an aircraft after being matched through the Service.
Enacted April 2019