SimShare.aero

Terms of Service

Last Updated: January 2, 2021

These Terms of Service (“Terms”) are a binding legal agreement between users (“Users”) and ITOCHU Corporation, a company organized and existing under the laws of Japan and having its principal address at 5-1, Kita-Aoyama 2-chome, Minato-ku, Tokyo, Japan (“ITOCHU”) that govern Users’ use of the websites, applications, and other offerings on SimShare.aero (collectively, the “SimShare Platform”).

The SimShare Platform offers an online venue that enables Users to publish, offer, search for, and book services. Users who publish and offer services are “Sellers” and Users who search for, book, or use services are “Buyers.” Sellers offer flight simulator time and other services (collectively, “Seller Services,” and each Seller Service offering, a “Listing”). You must register an account to access and use many features of the SimShare Platform, and must keep your account information accurate. As the provider of the SimShare Platform, ITOCHU does not own, control, offer or manage any Listings or Seller Services. ITOCHU is not a party to the contracts concluded directly between Sellers and Buyers. ITOCHU is not acting as an agent in any capacity for any User, except as the Seller’s payment collection agent as specified in Section 10.8.

Buyer Terms

1. Searching and Booking

1.1 Searching

Users can search for Seller Services by using criteria such as the types of simulated aircraft types, training dates, and locations. Users can also use filters to refine the search results.

1.2 Booking

When Buyers book a Listing, Buyers are agreeing to pay all charges for the booking including the Listing price, applicable fees including ITOCHU’s service fee, taxes, and any other items identified during checkout (collectively, “Total Price”). When the Buyer receive the booking confirmation, a contract for Seller Services (sometimes called a reservation in these Terms) is formed directly between the Buyer and the Seller. The cancellation policy and any other rules, standards, policies, or requirements identified in the Listing or during checkout form part of the contract with the Seller.

1.3 Flight Simulator Reservations

A Flight Simulator reservation is a limited license to enter, occupy, and use the Flight Simulator. The Seller retains the right to re-enter the Flight Simulator during Buyers’ use, to the extent: (i) it is reasonably necessary, (ii) permitted by the contract with the Seller, and (iii) consistent with applicable law. Buyers are responsible for confirming that Buyers meet proficiency, or other requirements. Buyers are responsible for informing the Seller of any medical or physical conditions, or other circumstances that may impact Buyers’ ability to participate, attend, or use the Seller Service.

2. Cancellations, Refunds and Booking Modifications

2.1 Cancellations and Refunds

If a Buyer cancels a reservation, the amount refunded to the Buyer is determined by the cancellation policy that applies to that reservation. If a Seller cancels a reservation, the Buyer may be eligible for rebooking assistance or a partial or full refund.

2.2 Booking Modifications

Buyers and Sellers are responsible for any booking modifications they agree to make via the SimShare Platform or direct SimShare customer service to make on their behalf ("Booking Modifications"), and agree to pay any additional amounts, fees, or taxes associated with any Booking Modification.

3. Buyers Responsibilities and Assumption of Risk

3.1 Buyers Responsibilities

Buyers are responsible and liable for Buyers own acts and omissions and are also responsible for the acts and omissions of anyone Buyers invite to join or provide access to any Flight Simulator or other Seller Service. For example, this means: (i) Buyers are responsible for leaving a Flight Simulator (and related Seller’s property) in the condition it was in when Buyers arrived, and (ii) Buyers must act with integrity, treat others with respect, and comply with applicable laws at all times.

3.2 Buyers Assumption of Risk

Buyers acknowledge that Buyers assume the entire risk arising out of Buyers access to and use of the SimShare Platform and any Content (as defined in Section 8), including Buyers use of any Flight Simulator and any other Seller Service, or any other interaction Buyers have with other Users whether in person or online. This means it is Buyers responsibility to investigate a Seller Service to determine whether it is suitable for Buyers. For example, Seller Services may carry risk of technical failure, unavailability, and you freely and willfully assume those risks by choosing those Seller Services.

Seller Terms

4. Selling on SimShare.aero

4.1 Seller

SimShare offers Sellers the opportunity to share Sellers’ Flight Simulators, or other Seller Services with the vibrant community of Buyers. Sellers can create a Listing and are in control of setting the price, availability, and rules for each Listing.

4.2 Contracting with Buyers

When the Seller accept a booking request, or receive a booking confirmation through the SimShare Platform, the Seller is entering into a contract directly with the Buyer, and is responsible for delivering the Seller Service under the terms and at the price specified in the Listing. The Seller is also agreeing to pay applicable fees such as ITOCHU service fee (and applicable taxes) for each booking. ITOCHU will deduct amounts the Seller owe from the Seller’s payout unless ITOCHU and the Seller agree to a different method. Any terms, policies or conditions that the Seller include in any supplemental contract with Buyers must: (i) be consistent with these Terms, our Policies, and the information provided in the Listing, and (ii) be prominently disclosed in the Listing description.

4.3 Independence of Sellers

The Seller’s relationship with ITOCHU is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of ITOCHU, except that ITOCHU acts as a payment collection agent as described in Section 10. ITOCHU does not direct or control the Seller Service, and the seller agrees that the Seller has complete discretion whether and when to provide Seller Services, and at what price and on what terms to offer them.

5. Managing Listing

5.1 Creating and Managing Listing

The SimShare Platform provides tools that make it easy for Sellers to set up and manage a Listing. Sellers Listing must include complete and accurate information about the Seller Services, price and any rules or requirements that apply to the Buyers or Listing. Sellers are responsible for keeping the Listing information (including calendar availability) and content (such as photos) up-to-date and accurate at all times.

5.2 Sellers Legal Obligations

Sellers are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to the Listing or Seller Services. Sellers are responsible for handling and using personal data of Buyers and others in compliance with applicable privacy laws and these Terms.

5.3 Sellers Responsibilities

Sellers are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone the Seller allows to participate in providing the Seller Services. Sellers are responsible for setting the price and establishing rules and requirements for the Listing. Sellers must describe any and all fees and charges in the Listing description and may not collect any additional fees or charges outside the SimShare Platform except those expressly authorized by ITOCHU. Do not encourage Buyers to create third-party accounts, provide their contact information, or take other actions outside the SimShare Platform.

5.4 Sellers Assumption of Risk

Sellers agrees that Sellers assume the entire risk arising out of the access to and use of the SimShare Platform, offering Seller Services, or any interaction Sellers have with other Users whether in person or online. Sellers agree that Sellers have had the opportunity to investigate the SimShare Platform and any laws, rules, regulations, or obligations that may be applicable to the Listings or Seller Services and that Sellers are not relying upon any statement of law made by ITOCHU.

6. Cancellations and Booking Modifications

6.1 Cancellations

If a Buyer cancels a reservation, the amount paid to the Seller is determined by the cancellation policy that applies to that reservation. Sellers should not cancel on a Buyer without a valid reason. If Sellers cancel on a Buyer without such a valid reason, a cancellation fee and other consequences may be imposed. If a reservation is cancelled under Section 12 of these Terms, the amount the Seller is paid will be reduced by the amount to be refunded or otherwise provide to the Buyer, and by any other reasonable costs incurred by ITOCHU as a result of the cancellation. If a Buyer receives a refund after the Seller has already been paid, or the amount of the refund and other costs incurred by ITOCHU exceeds the Seller’s payout, ITOCHU may recover that amount from the Seller, including by offsetting the refund against the Seller’s future payouts. Sellers agree that these Terms preempt the cancellation policy Sellers set in situations where they allow for the cancellation of a reservation and/or the issuance of refunds to Buyers. If ITOCHU reasonably expects to provide a refund to a Buyer under one of these policies, ITOCHU may delay release of any payout for that reservation until a refund decision is made.

6.2 Booking Modifications

Sellers and Buyers are responsible for any Booking Modifications they agree to make via the SimShare Platform or direct SimShare customer service to make on their behalf, and agree to pay any additional amounts, fees or taxes associated with a Booking Modification.

7. Taxes

7.1 Seller Taxes

Sellers are responsible for determining and fulfilling Sellers obligations under applicable laws to report, collect, remit, or include in the price any applicable VAT or other taxes ("Taxes").

7.2 Collection and Remittance by ITOCHU

In jurisdictions where ITOCHU facilitates the collection and/or remittance of Taxes on behalf of Sellers, the Seller instructs and authorizes ITOCHU to collect Taxes on the Seller’s behalf, and/or to remit such Taxes to the relevant Tax authority. Any Taxes that are collected and/or remitted by ITOCHU are identified to Users on their transaction records, as applicable. ITOCHU may seek additional amounts from Users (including by deducting such amounts from future payouts) in the event that the Taxes collected and/or remitted are insufficient to fully discharge that Users’ tax obligations, and the Seller agree that the Seller’s sole remedy for Taxes collected by ITOCHU is a refund from the applicable Tax authority. Sellers acknowledge and agree that ITOCHU retains the right, with prior notice to affected Users, to cease the collection and remittance of Taxes in any jurisdiction for any reason.

7.3 Tax Information

In certain jurisdictions, Tax regulations may require that ITOCHU collects and/or reports Tax information about the Seller, or withholds Taxes from payouts to the Seller, or both. If the Seller fails to provide ITOCHU with documentation that ITOCHU determines to be sufficient to support any such obligation to withhold Taxes from payouts to the Seller, ITOCHU may withhold payouts up to the amount as required by law, until sufficient documentation is provided. Sellers agree that ITOCHU may issue on the Seller’s behalf invoices or similar documentation for VAT, GST, consumption or other Taxes for Seller Services to facilitate accurate tax reporting by the Seller, Buyers, and/or their organizations.

General Terms

8. Content

Parts of the SimShare Platform enable Users to provide text, photos, audio, video, information, and other content (collectively, “Content”). By providing Content, in whatever form and through whatever means, Users grant ITOCHU a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit, that Content, without limitation. If Content includes personal information, our Privacy Policy describes how ITOCHU uses that personal information. Users are solely responsible for all Content that Users provide and warrant that Users either own it or are authorized to grant ITOCHU the rights described in these Terms. Users are responsible and liable if any of their Content violates or infringes the intellectual property or privacy rights of any third party. Content must comply with ITOCHU’s content policy and nondiscrimination policy, which prohibit, among other things, discriminatory, obscene, harassing, deceptive, violent, and illegal content. Users agree that ITOCHU may make available services or automated tools to translate Content and that their Content may be translated using such services or tools. ITOCHU does not guarantee the accuracy or quality of translations and Users are responsible for confirming the accuracy of such translations.

9. Fees

In general, Users can use the SimShare Platform free of charge. ITOCHU shall charge a 10% service fee to Sellers for use of the SimShare Platform only if and when the Seller Services are actually purchased and paid by Buyers. The service fee is calculated based on the Total Price and is automatically deducted from the Seller’s payout. Except as otherwise provided on the SimShare Platform, service fees are non-refundable. ITOCHU reserves the right to change the service fees at any time, and will provide Users notice of any fee changes before they become effective. Fee changes will not affect bookings made prior to the effective date of the fee change. If Users disagree with a fee change Users may terminate this agreement at any time pursuant to Section 12.

10. Payment

10.1 Payment Services

ITOCHU provides payments services to Users publishing, offering and booking Flight Simulators or other Seller Services provide via the SimShare Platform. These payment services may include (if available) the following (collectively, “Payment Services”):

Collecting payments from Buyers (“Payin”), by charging the payment method associated with their SimShare account, such as bank account (“Payment Method”);
Effecting payments to Sellers (“Payout”) to a financial instrument associated with their SimShare account, such as bank account (“Payout Method”);
Effecting payments to a third-party Payout Method designated by a Seller; and
Other payment related services in connection with Seller Services.

10.2 Third Party Services

The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Users should review them. ITOCHU is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by ITOCHU of those Third-Party Services.

10.3 Users SimShare Account

ITOCHU may enable features that allow Users to authorize other Users or third parties to take certain actions that affect Users SimShare account. Users may authorize a third party to use Users SimShare account if the feature is enabled for Users SimShare account. Users acknowledge and agree that anyone the User authorizes to use the User’s SimShare account may use the Payment Services on the User’s behalf and that the User will be responsible for any payments made by such person.

10.4 Verification

Users authorize ITOCHU, directly or through third parties, to make any inquiries ITOCHU considers necessary to verify Users identity. This may include (i) screening Users against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking Users to provide a form of government identification (e.g., driver’s license or passport), date of birth, address, and other information; or (iv) requiring Users to take steps to confirm ownership of Users email address, Payment Method(s) or Payout Method(s). ITOCHU reserves the right to terminate, suspend, or limit access to the Payment Services in the event ITOCHU is unable to obtain or verify any of this information.

10.5 Additional Terms

Users access to or use of certain Payment Services may be subject to, or require Users to accept, additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to Users use of or access to that Payment Service, unless specified otherwise.

10.6 Buyer Payment Terms

10.6.1 Adding a Payment Method

When a Buyer adds a Payment Method to the Buyer’s SimShare account, the Buyer will be asked to provide billing information such as name, billing address, and financial instrument information either to ITOCHU or its third-party payment processor(s). The Buyer authorize ITOCHU and its payment service providers to collect and store the Buyer’s Payment Method information.

10.6.2 Payment Method Verification

When a Buyer adds or uses a new Payment Method, ITOCHU may verify the Payment Method. ITOCHU may, and retain the right to, initiate refunds of these amounts from the Buyer’s Payment Method. When a Buyer adds a Payment Method during checkout, the Buyer will automatically save and add that Payment Method to the Buyer’s SimShare account so it can be used for a future transaction. Buyers can remove the Payment Method from their SimShare account as long as it is not associated with an active or future reservation.

10.6.3 Payment Authorization

Buyers allow ITOCHU to charge Buyers Payment Method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with their SimShare account.

10.6.4 Automatic Update of Payment Method

If Buyers Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, ITOCHU may acquire that information from the financial services partners or Buyers bank and automatically update Buyers Payment Method on file.

10.6.5 Timing of Payment

ITOCHU generally charges the Total Price due after the Seller accepts the Buyer’s booking request. ITOCHU may offer alternative options for the timing and manner of payment. Any additional fees for using those alternative payment options will be displayed via the SimShare Platform and included in the Total Price, and Buyers agree to pay such fees by selecting the payment option. Additional terms and conditions may apply for the use of an alternative payment option. If ITOCHU is unable to collect the Total Price due, as scheduled, ITOCHU will collect the Total Price due at a later point in accordance with Section 10.9.3. Once the payment for the Buyer’s requested booking is successfully completed, the Buyer will receive a confirmation email.

10.6.6 Currency

ITOCHU will process each transaction in the currency Buyers select via the SimShare Platform. The currencies available to make payments may be limited for regulatory or operational reasons based on factors such as Buyers selected Payment Method, and/or Buyers country of residence. Any such limitations will be communicated via the SimShare Platform, and Buyers will be prompted to select a different currency or Payment Method. Note that if a Buyer’s selected currency is different than the Buyer’s Payment Method's billing currency, the Buyer’s payment may be processed outside of the Buyer’s country of residence. As a result, certain fees may apply and the amount listed on the Buyer’s bank statement may be different from the amount shown at checkout. For example, if a Buyer makes a booking using a Japanese bank account, but selects U.S. Dollars as the Buyer’s currency, the Buyer’s payment may be processed outside Japan, and banks or payment service providers may impose international transaction fees and foreign exchange fees. In addition, if a Buyer selects to pay with a currency that is different than the Buyer’s Payment Method's billing currency, the Buyer’s bank or payment service provider may convert the payment amount to the Buyer’s billing currency associated with the Buyer’s Payment Method, based on an exchange rate and fee amount determined solely by the Buyer’s bank or payment service provider. ITOCHU is not responsible for any such fees and disclaims all liability in this regard.

10.6.7 Booking Request Status

If a requested booking is declined either because it is not accepted by the Seller or the Buyer cancels the booking request before it is accepted by the Seller, any amounts collected by ITOCHU will be refunded to the Buyer, and any pre-authorization of the Buyer’s Payment Method will be released (if applicable). The timing to receive the refund or for the pre-authorization to be released will vary based on the Payment Method and any applicable payment system rules.

10.6.8 Payment Restrictions

ITOCHU reserves the right to decline or limit payments that ITOCHU believes (i) may violate the Terms, (ii) are unauthorized, fraudulent or illegal; or (iii) expose Users, ITOCHU, or others to risks unacceptable to ITOCHU.

10.6.9 Payment Service Providers

Payment Methods may involve the use of third-party payment service providers. These payment service providers may charge Buyers additional fees when processing payments in connection with the Payment Services, and ITOCHU is not responsible for any such fees and disclaims all liability in this regard. Buyers Payment Method may also be subject to additional terms of use.

10.6.11 Payment Plan

ITOCHU may make available to Buyers the option to pay a portion of the booking’s Total Price at the time of booking and pay the remainder of the Total Price at a later time prior to check-in (“Payment Plan”). Availability of this option may depend on the Listing and/or Payment Method.

If a Buyer choose a Payment Plan, the SimShare Platform will notify the Buyer during check out of the amount, currency and schedule of each payment due. On the following payments due date, ITOCHU or payment service provider will automatically charge the original Payment Method the Buyer used to make the booking.

If a Buyer make a modification to a booking made with a Payment Plan, ITOCHU will notify the Buyer of the revised payment schedule, as applicable. If the modification increases the Buyer’s Total Price, the Buyer may be required to make an additional partial payment of the new Total Price at the time of the modification.

Buyers agree that by selecting a Payment Plan, Buyers may not be able to pay for the booking with a different Payment Method or pursuant to a different payment schedule.

If ITOCHU is unable to collect payment from Buyers, ITOCHU will notify Buyers of such declined payment, and require Buyers to complete the payment using an alternative Payment Method within 72 hours of the notice. If Buyers fail to complete the payment, Buyers authorize ITOCHU to cancel the booking on Buyers behalf. If the booking is canceled, the Buyer will be refunded based on the Seller’s cancellation policy. Buyers acknowledge that Buyers may incur fees for cancellations pursuant to the Seller’s cancellation policy.

10.7 Seller Payment Terms

10.7.1 Payment Collection

ITOCHU generally collects the Total Price of a booking at the time the Buyer’s booking request is accepted by the Seller, unless noted otherwise.

10.7.2 Adding a Payout Method

In order to receive a Payout Sellers must have a valid Payout Method linked to Sellers SimShare account. When Sellers add a Payout Method to Sellers SimShare account, Sellers will be asked to provide billing information such as name, government identification, tax ID, billing address, and financial instrument information either to ITOCHU or its third-party payment processor(s). Depending on the Payout Method selected additional information may be required, such as: address, name on the account, account type, routing number, account number, email address, payout currency, identification number and account information associated with a particular payment processor. Sellers authorize ITOCHU to collect and store Sellers billing information and financial instrument information. ITOCHU may also share Sellers information with governmental authorities as required by applicable law.

10.7.3 Timing of Payout

Subject to and conditional upon successful receipt of the payments from Buyers, ITOCHU will generally initiate Payouts to Sellers selected Payout Method 24 hours after the start of the Flight Simulator training or other Seller Services. ITOCHU may offer Sellers a different Payout time or trigger for payment, which may be subject to additional terms and conditions. The time it takes to receive Payouts once released by ITOCHU may depend upon the Payout Method Sellers select.

10.7.4 Payout

Sellers Payout for a booking will be the Total Price less applicable ITOCHU service fees and applicable taxes. In the event of cancellation of a confirmed booking, ITOCHU will remit the amount Sellers are due (if any) as provided in the Terms and applicable cancellation policy.

10.7.5 Payout Restrictions

ITOCHU may temporarily place a hold, suspend, or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or completing an investigation; or if ITOCHU is unable to verify Sellers identity. Furthermore, ITOCHU may temporarily place a hold on, suspend, or delay initiating or processing any Payout due to Sellers under the Terms as a result of high volume booking cancellations or modifications arising from a Force Majeure Event (as defined below).

10.7.6 Currency Conversion

ITOCHU will remit Sellers Payouts in the currency Sellers select via the SimShare Platform. The currencies available may be limited for regulatory or operational reasons based on factors such as Sellers selected Payout Method, and/or Sellers country of residence. Any such limitations will be communicated via the SimShare Platform, and Sellers will be prompted to select a different currency or Payout Method. Note that payment service providers may impose transaction, currency conversion or other fees based on the currency or Payout Method Sellers select, and ITOCHU is not responsible for any such fees and disclaims all liability in this regard.

10.7.7 Limits on Payouts

For compliance or operational reasons, ITOCHU may limit the amount of a Payout. If Sellers are due an amount above that limit, ITOCHU may make a series of Payouts (potentially over multiple days) in order to provide Sellers full Payout amount.

10.7.8 Payment Service Providers

Payout Methods may involve the use of third-party payment service providers. These payment service providers may charge Sellers additional fees when processing Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and ITOCHU is not responsible for any such fees and disclaims all liability in this regard. Sellers Payout Method may also be subject to additional terms of use.

10.8. Appointment of ITOCHU as Limited Payment Collection Agent

10.8.1 Each Seller, including each Seller Team member, hereby appoints ITOCHU as the Seller’s payment collection agent solely for the limited purpose of accepting and processing funds from Buyers purchasing Seller Services on the Seller’s behalf.

10.8.2 Each Seller, including each Seller Team member, agrees that payment made by a Buyer through ITOCHU, shall be considered the same as a payment made directly to the Buyer, and the Seller will provide the Seller Service booked by the Buyer in the agreed-upon manner as if the Seller has received the payment directly from the Buyer. Each Seller agrees that ITOCHU may refund the Buyer in accordance with the Terms. Each Seller understands that ITOCHU’s obligation to pay the Seller is subject to and conditional upon successful receipt of the associated payments from Buyers. ITOCHU guarantees payments to Seller(s) only for such amounts that have been successfully received by ITOCHU from Buyers in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Seller, ITOCHU assumes no liability for any acts or omissions of the Seller.

10.8.3 Each Buyer acknowledges and agrees that, notwithstanding the fact that ITOCHU is not a party to the agreement between the Buyer and the Seller(s), including each Seller Team member, ITOCHU acts as each Seller’s payment collection agent for the limited purpose of accepting payments from the Buyer on behalf of the Seller(s). Upon a Buyer’s payment of the funds to ITOCHU, the Buyer’s payment obligation to the Seller(s) for the agreed upon amount is extinguished, and ITOCHU is responsible for remitting the funds successfully received by ITOCHU to the Seller(s) in the manner described in these Terms. In the event that ITOCHU does not remit any such amounts, the Seller(s) will have recourse only against ITOCHU and not the Buyer directly.

10.9 General Payment Terms

10.9.1 Fees

ITOCHU may charge fees for use of certain payment services and any applicable fees will be disclosed to Users in the Terms or via the SimShare Platform.

10.9.2 Payment Authorizations

Users authorize ITOCHU to collect from Users amounts due pursuant to these payment terms and/or the Terms by either (i) charging the Payment Method associated with the relevant booking, or any other Payment Method on file that Users authorize in Users SimShare account (unless Users have previously removed the authorization to charge such Payment Method(s)), or (ii) by withholding the amount from Users future Payout. Specifically, Users authorize ITOCHU to collect from Users:

Any amount due to ITOCHU (e.g., as a result of Users bookings, Booking Modifications, cancellations, or other actions as a Buyer, Seller or User of the SimShare Platform), including reimbursement for costs prepaid by ITOCHU on Users’ behalf. Any funds collected by ITOCHU will set off the amount owed by Users to ITOCHU and extinguish Users obligation to ITOCHU.
Any amount due to a Seller from a Buyer which ITOCHU collects as the Seller’s payment collection agent as further set out in Section 10.8 above.
Taxes, where applicable and as set out in the Terms.
Any service fees or cancellation fees imposed pursuant to the Terms.
Any amounts already paid to Sellers despite a Buyer cancelling a confirmed booking or ITOCHU deciding that it is necessary to cancel a booking in accordance with the Terms or other applicable cancellation policy. Sellers agree that in the event Sellers have already been paid, ITOCHU will be entitled to recover the amount of any such Buyer refund from Sellers, including by subtracting such refund amount out from any future Payouts due to Sellers.

In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with Users Payment Method, Users may be charged fees that are incidental to ITOCHU collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.

10.9.3 Collections

10.9.3.1 If ITOCHU is unable to collect any amounts Users owe under these payments terms, ITOCHU may engage in collection efforts to recover such amounts from Users.

10.9.3.2 ITOCHU will deem any owed amounts overdue when: (a) for authorized charges, one hundred and twenty (120) days have elapsed after ITOCHU first attempts to charge Users Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Seller’s future Payouts, two hundred and seventy (270) days have elapsed after the adjustment is made to the Seller’s SimShare account or the associated services have been provided, whichever is later.

10.9.3.3 ITOCHU will deem any overdue amounts not collected to be in default when three hundred and sixty five (365) days have elapsed: (a) for authorized charges, after ITOCHU first attempts to charge Users Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Seller’s future Payouts, after the adjustment is made to the Seller’s SimShare account or the associated services have been provided, whichever is later.

10.9.3.4 Users hereby explicitly agree that all communications in relation to amounts owed will be made by email or by phone, as provided to ITOCHU by Users. Such communications may be made by ITOCHU, or by anyone on their behalf, including but not limited to a third-party collection agent.

10.9.4 Payment Processing Errors

ITOCHU will take the necessary steps to rectify any payment processing errors that ITOCHU becomes aware of. These steps may include crediting or debiting (as appropriate) the original Payout Method or Payment Method used or selected by Users, so that Users end up receiving or paying the correct amount. This may be performed by ITOCHU or a third party such as Users financial institution. ITOCHU may also take steps to recover funds sent to Users in error (including but not limited to an event of duplicate payments made to Users due to a processing error), by reducing, setting off and/or debiting the amount of such funds from any future Payouts owed to the Users. To the extent an User receives any funds in error, the User agrees to immediately return such funds to ITOCHU.

10.9.5 Refunds

Any refunds or credits due to an User pursuant to the Terms will be initiated and remitted by ITOCHU in accordance with these payments terms. Subject to this Section 10.9.5, ITOCHU will process refunds immediately, however, the timing to receive any refund will depend on the Payment Method and any applicable payment system rules. In the event of a Force Majeure Event that may affect the processing and settlement of refunds, ITOCHU will initiate and process the refund as soon as is practicable.

10.10. Damage Claims and Security Deposits

10.10.1 If a Guest (i) agrees to pay the Seller in connection with a Damage Claim as further set out in Section 14, or (ii) ITOCHU determines that the Buyer is responsible for damaging any real or personal property at a Listing pursuant to the Terms, the Buyer authorizes ITOCHU to charge the Payment Method used to make the booking in order to collect any security deposit associated with the Listing, as well as any fees, costs and/or expenses associated with the Damage Claim. If ITOCHU is unable to collect from the Payment Method used to make the booking, the Buyer agree that ITOCHU may charge any other Payment Method on file in the Buyer’s SimShare account at the time of the Damage Claim (unless the Buyer has previously removed the authorization to charge such Payment Method(s)).

10.10.2 Users agree that ITOCHU may seek to recover from Users under any insurance policies Users maintain and that ITOCHU may also pursue against Users any remedies it may have available.

10.11 Prohibited Activities

10.11.1 Users are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to the use of the Payment Services. In connection with the use of the Payment Services, Users may not and Users agree that Users will not and will not assist or enable others to:

breach or circumvent any applicable laws or regulations;
breach or circumvent any agreements with third parties, third-party rights, or the Terms;
use the Payment Services for any commercial or other purposes that are not expressly permitted by these payments terms;
register or use any Payment Method or Payout Method with Users SimShare account that is not the Users or the Users do not have authorization to use;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by ITOCHU or any of ITOCHU’s providers or any other third party to protect the Payment Services;
take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
violate or infringe anyone else’s rights or otherwise cause harm to anyone.

10.11.2 Users may not use or assist others to use the Payment Services to send or receive funds: (i) into any United States embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. Users represent and warrant that: (i) neither the Users nor Seller Services are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Users are not listed on any U.S. Government list of prohibited or restricted parties. In addition to complying with the above, Users must also comply with any relevant export control laws in the Users local jurisdiction.

10.12 Disclaimers

10.12.1 If Users choose to use the Payment Services, Users do so voluntarily and at Users’ sole risk. To the maximum extent permitted by law, the Payment Services are provided “as is”, without warranty of any kind, either express or implied.

10.12.2 Notwithstanding ITOCHU’ appointment as the limited payment collection agent of Sellers pursuant to Section 10.8, ITOCHU explicitly disclaims all liability for any act or omission of any User or other third party. ITOCHU does not have any duties or obligations as agent for each Seller except to the extent expressly set forth in these payments terms, and any additional duties or obligations as may be implied by law are, to the maximum extent permitted by applicable law, expressly excluded.

10.12.3 If ITOCHU chooses to conduct identity verification on any User, to the extent permitted by applicable law, ITOCHU disclaims warranties of any kind, either express or implied, that such checks will identify prior misconduct by an User or guarantee that an User will not engage in misconduct in the future.

10.12.4 The foregoing disclaimers apply to the maximum extent permitted by law. Users may have other statutory rights or warranties which cannot lawfully be excluded. However, the duration of any statutorily required warranties shall be limited to the maximum extent (if any) permitted by law.

11. SimShare Platform Rules

11.1 Rules

Users must follow these rules and must not help or induce others to break or circumvent these rules.

Users shall only use the SimShare Platform as authorized by these Terms or another agreement with ITOCHU.

Users may only use another User’s personal information as necessary to facilitate a transaction using the SimShare Platform as authorized by these Terms.
Do not use the SimShare Platform, messaging tools, or Users’ personal information to send commercial messages without the recipient’s express consent.
Users may use Content made available through the SimShare Platform solely as necessary to enable use of the SimShare Platform as a Buyer or Seller.
Do not use Content unless Users have permission from the Content owner or the use is authorized by ITOCHU in these Terms or another agreement Users have with ITOCHU.
Do not request, make, or accept a booking or any payment outside of the SimShare Platform to avoid paying fees, taxes or for any other reason.
Do not require or encourage Buyers to open an account, leave a review, complete a survey, or otherwise interact, with a third party website, application or service before, during or after a reservation, unless authorized by ITOCHU.
Do not engage in any practices that are intended to manipulate SimShare search algorithm.
Do not book Seller Services unless Buyers are actually using the Seller Services.
Do not use, copy, display, mirror or frame the SimShare Platform, any Content, any SimShare branding, or any page layout or design without our consent.

Users shall Honor legal obligations.

Understand and follow the laws that apply to Users, including privacy, data protection, and export laws.
If Users provide ITOCHU with someone else’s personal information, Users: (i) must do so in compliance with applicable law, (ii) must be authorized to do so, and (iii) authorize us to process that information under the Privacy Policy.
Read and follow the Terms, policies and standards.
Do not use the name, logo, branding, or trademarks of SimShare or others without permission.
Do not use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that may be confused with SimShare branding.
Do not offer Seller Services that violate the laws or agreements that apply to Users.

11.2 Reporting Violations

If a User believes that another User, Listing or Content poses an imminent risk of harm to a person or property, the User should immediately contact local authorities before contacting ITOCHU. In addition, if a User believes that another User, Listing or Content has violated the Standards, the User should report its concerns to ITOCHU. If an User reported an issue to local authorities, ITOCHU may request a copy of that report. Except as required by law, Users agree that ITOCHU is not obligated to take action in response to any report.

11.3 Copyright Notifications

If a User believes that Content on the SimShare Platform infringes copyrights, please notify ITOCHU.

12. Term, Termination, Suspension and other Measures

12.1 Term

The agreement between Users and ITOCHU reflected by these Terms is effective when Users access the SimShare Platform (for example to create an account) and remains in effect until either Users or ITOCHU terminate the agreement in accordance with these Terms.

12.2 Termination

Users may terminate this agreement at any time by sending ITOCHU an email or by deleting thier account. ITOCHU may terminate this agreement and Users account for any reason by giving the User 30 days’ notice via email or using any other contact information the User have provided for the User’s account. ITOCHU may also terminate this agreement immediately and without notice and stop providing access to the SimShare Platform if the User breaches these Terms, violates the Policies or applicable laws, or ITOCHU reasonably believes termination is necessary to protect ITOCHU, its Users, or third parties. If an User’s account has been inactive for more than two years, ITOCHU may terminate the User’s account without prior notice.

12.3 User Violations

If (i) an User breaches these Terms, the Policies, or the Standards, (ii) an User violates applicable laws, regulations, or third-party rights, or (iii) ITOCHU believes it is reasonably necessary to protect ITOCHU, its Users, or third parties; ITOCHU may, with or without prior notice:

suspend or limit your access to or use of the SimShare Platform and/or your account;
suspend or remove Listings, or other Content;
cancel pending or confirmed bookings; or
suspend or revoke any special status associated with the User’s account.

For minor violations or where otherwise appropriate as ITOCHU determines in its sole discretion, the User will be given notice of any intended measure by ITOCHU and an opportunity to resolve the issue. The User may appeal actions taken by ITOCHU under this Section by contacting customer service. If a reservation is cancelled under this Section, the amount paid to the Seller will be reduced by the amount ITOCHU refunds or otherwise provides to the Buyer, and by any other costs incurred by ITOCHU as a result of the cancellation.

12.4 Legal Mandates

ITOCHU may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described above in Section 12.3.

12.5 Effect of Termination

If a Seller terminates its SimShare account, any confirmed booking(s) will be automatically cancelled and its Buyers will receive a full refund. If a Buyer terminates its account, any confirmed booking(s) will be automatically cancelled and any refund will depend upon the terms of the reservation’s cancellation policy. When this agreement has been terminated, the User is not entitled to a restoration of its account or any of its Content. If an User’s access to or use of the SimShare Platform has been limited, or an User’s SimShare account has been suspended, or this agreement has been terminated by ITOCHU, the User may not register a new account or access or use the SimShare Platform through an account of another User.

12.6 Survival

Parts of these Terms that by their nature survive termination, will survive termination of this agreement, including Sections 1 through 22.

13. Modification

ITOCHU may modify these Terms at any time. When ITOCHU makes material changes to these Terms, ITOCHU will post the revised Terms on the SimShare Platform and update the “Last Updated” date at the top of these Terms. ITOCHU will also provide Users with notice of any material changes by email at least 30 days before the date they become effective. If an User disagrees with the revised Terms, the User may terminate this agreement immediately as provided in these Terms. If an User does not terminate the agreement before the date the revised Terms become effective, the User’s continued access to or use of the SimShare Platform will constitute acceptance of the revised Terms.

14. Resolving Complaints and Damage Claims

If an User provides evidence that another User damaged their real or personal property ("Damage Claim"), the complaining User can seek compensation and escalate a Damage Claim to ITOCHU and the other User will be given an opportunity to respond. If the responding User agrees to pay, or ITOCHU determines in its sole discretion that they are responsible for the Damage Claim, ITOCHU can collect any sums required to cover the Damage Claim from the responding User and/or against any security deposit. Users agree that ITOCHU may seek to recover from the User under any insurance policies the User maintains and that ITOCHU may also pursue against the User any remedies it may have available under applicable law. Users agree to cooperate in good faith, provide any information ITOCHU requests, execute documents, and take further reasonable action, in connection with Damage Claims, User complaints, claims under insurance policies, or other claims related to the provision or use of Seller Services.

15. ITOCHU’s Role

ITOCHU offers a platform that enables Users to publish, offer, search for, and book Seller Services. While ITOCHU works hard to ensure our Users have great experiences using SimShare Platform, ITOCHU does not and cannot control the conduct of Buyers and Sellers. Users acknowledge that ITOCHU has the right, but does not have any obligation, to monitor the use of the SimShare Platform and verify information provided by the Users. For example, ITOCHU may review, disable access to, remove, or edit Content to: (i) operate, secure and improve the SimShare Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address Content that ITOCHU determines is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing Listings that don’t meet quality and eligibility criteria. Users acknowledge and agree that ITOCHU administers its policies and standards such as basic requirements for Sellers, including decisions about whether and how to apply them to a particular situation, at its sole discretion. Users agree to cooperate with and assist ITOCHU in good faith, and to provide ITOCHU with such information and take such actions as may be reasonably requested by ITOCHU with respect to any investigation undertaken by ITOCHU regarding the use or abuse of the SimShare Platform. ITOCHU is not acting as an agent for any User except for where ITOCHU acts as a collection agent as provided in Section 10.

16. User Accounts

Users must register an account to access and use many features of the SimShare Platform. Registration is only permitted for legal entities. Users represent and warrant that Users are not a person or entity barred from using the SimShare Platform under the laws of Japan, your place of residence, or any other applicable jurisdiction. Users must provide accurate, current, and complete information during registration and keep their account information up-to-date. Users may not register more than one account or transfer their account to someone else. Users are responsible for maintaining the confidentiality and security of their account credentials and may not disclose your credentials to any third party. Users are responsible and liable for activities conducted through their account and must immediately notify ITOCHU if Users suspect that their credentials have been lost, stolen, or their account is otherwise compromised. If and as permitted by applicable law, ITOCHU may, but have no obligation to (i) ask Users to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen Users against third-party databases or other sources and request reports from service providers.

17. Disclaimer of Warranties

ITOCHU provides the SimShare Platform and all Content “as is” without warranty of any kind and ITOCHU disclaims all warranties, whether express or implied. For example: (i) ITOCHU does not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Buyer, Seller, Seller Service, Listing or third party; (ii) ITOCHU does not warrant the performance or non-interruption of the SimShare Platform; and (iii) ITOCHU does not warrant that verification, identity or background checks conducted on Listings or Users (if any) will identify past misconduct or prevent future misconduct. Any references to an User or Listing being "verified" (or similar language) indicate only that the User or Listing for which ITOCHU has completed a relevant verification or identification process and nothing else. The disclaimers in these Terms apply to the maximum extent permitted by law. If Users have statutory rights or warranties ITOCHU cannot disclaim, the duration of any such statutorily required rights or warranties, will be limited to the maximum extent permitted by law.

18. Limitations on Liability

Neither ITOCHU (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the SimShare Platform or any Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the SimShare Platform or any Content, (iii) any communications, interactions or meetings Users may have with someone Users interact or meet with through, or as a result of, Users’ use of the SimShare Platform, or (iv) publishing or booking of a Listing, including the provision or use of Seller Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not ITOCHU has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.

Except for ITOCHU’s obligation to transmit payments to Sellers under these Terms, in no event will ITOCHU’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, Users interaction with any Users, or the use of or inability to use the SimShare Platform, any Content, or any Seller Service, exceed: (A) to Buyers, the amount the Buyer paid during the 12-month period prior to the event giving rise to the liability, (B) to Sellers, the amount paid to the Seller in the 12-month period prior to the event giving rise to the liability, or (C) to anyone else, one hundred U.S. dollars (US$100).

These limitations of liability and damages are fundamental elements of the agreement between Users and ITOCHU. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.

19. Indemnification

To the maximum extent permitted by applicable law, Users agree to release, indemnify, and hold ITOCHU including its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) Users’ breach of these Terms (including any supplemental or additional terms that apply to a product or feature) or the policies or standards, (ii) Users’ improper use of the SimShare Platform, (iii) Users’ interaction with any User, use of a Flight Simulator or other Seller Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction or use, (iv) Users’ failure, or ITOCHU’s failure at Users’ direction, to accurately report, collect or remit Taxes, or (v) Users’ breach of any laws, regulations or third party rights such as intellectual property or privacy rights.

20. Dispute Resolution and Arbitration

All disputes, controversies and claims arising out of, relating to or in connection with these Terms, including the construction, existence, validity, enforceability, enforcement, breach or termination of these Terms, that cannot be resolved amicably shall be finally settled by the arbitration administered by the International Chamber of Commerce and conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. The arbitration shall be held in Tokyo, Japan and be conducted in English language. The award rendered by the tribunal shall be final, non-appealable and binding on Users and ITOCHU.

21. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Japan.

22. Miscellaneous.

22.1 Other Terms Incorporated by Reference

ITOCHU’s Privacy Policy and other supplemental policies and standards linked to in these Terms apply to Users’ use of the SimShare Platform, are incorporated by reference, and form part of Users’ agreement with ITOCHU.

22.2 Interpreting these Terms

Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between ITOCHU and Users pertaining to Users’ access to or use of the SimShare Platform and supersede any and all prior oral or written understandings or agreements between ITOCHU and Users. These Terms do not and are not intended to confer any rights or remedies upon anyone other than Users and ITOCHU. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”

22.3 No Waiver

ITOCHU’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by ITOCHU in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

22.4 Assignment

Users may not assign, transfer or delegate this agreement or Users’ rights and obligations hereunder without ITOCHU's prior written consent. ITOCHU may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.

22.5 Notice

Unless specified otherwise, any notices or other communications to Users permitted or required under this agreement, will be provided electronically and given by ITOCHU via email, SimShare Platform notification, messaging service, or any other contact method ITOCHU enables and Users provide.

22.6 Third-Party Services

The SimShare Platform may contain links to third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. ITOCHU is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.

22.7 SimShare Platform Content

Content made available through the SimShare Platform may be protected by copyright, trademark, and/or other laws of Japan and other countries. Users acknowledge that all intellectual property rights for that Content are the exclusive property of ITOCHU and/or its licensors and agree that Users will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices. Users may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any Content accessed through the SimShare Platform except to the extent Users are the legal owner of that Content or as expressly permitted in these Terms.

22.8 Force Majeure

ITOCHU shall not be liable for any delay or failure to fulfill any obligation under the Terms resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

22.9 Contact Us

If Users have any questions about these Terms please email at info@simshare.aero.