LEGAL
Terms of Service
Effective date: 1 June 2025 · Governing law: Japan
1. Service Overview
KEISHŌ (継承) is a business succession marketplace operated by Ataraxia Partners ("we", "us", "KEISHŌ") that connects business owners seeking succession with prospective buyers ("Buyers") and facilitates introductions and secure information exchange between matched parties. KEISHŌ acts as a platform facilitator only and is not registered as an M&A advisor. Negotiations and transaction closing are conducted directly between buyers and sellers. These Terms of Service ("Terms") govern all access to and use of the KEISHŌ platform, including the website at keisho.ai, all associated APIs, and any related services (collectively, the "Service").
2. Acceptance of Terms
By creating an account, accessing the Service, or clicking any acceptance button, you agree to be legally bound by these Terms and our Privacy Policy. If you do not agree, you must not use the Service. If you are using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.
3. Eligibility
You must be at least 18 years of age to use the Service. By using the Service you represent and warrant that you meet this requirement. Persons subject to international sanctions or who are members of antisocial forces (反社会的勢力) as defined under Japanese law are not permitted to use the Service.
4. Accounts
You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify us immediately at admin@keisho.ai of any unauthorised use. We reserve the right to suspend or terminate accounts at our discretion, including for breach of these Terms.
5. Seller Obligations
Sellers represent that all information submitted in a listing is accurate, complete, and not misleading. Sellers must hold all necessary legal rights to sell or transfer the business described. Sellers agree not to circumvent the platform to complete a transaction introduced by KEISHŌ without paying the applicable platform fee.
6. Buyer Obligations
Buyers agree to use information obtained through the Service solely for the purpose of evaluating a potential acquisition. Buyers must not disclose confidential seller information to third parties without the seller's consent. Buyers agree not to circumvent the platform to complete a transaction introduced by KEISHŌ without paying the applicable platform fee.
7. Fees and Payments
KEISHŌ operates an auction-based model. The following fees apply: • Listing submission: free of charge • Auction Setup Fee — payable by the Seller when initiating a private auction: as displayed at checkout • Buyer Success Fee — tiered fee payable by the Buyer upon a matched introduction or winning auction bid: • Deal size under ¥50,000,000: ¥500,000 • Deal size ¥50,000,000 – ¥200,000,000: ¥1,000,000 • Deal size ¥200,000,000 and above: ¥2,000,000 • Buyer Auction Entry Fee — payable by a Buyer to participate in an auction: as displayed at checkout All fees are displayed in Japanese Yen (JPY) unless otherwise stated, are inclusive of applicable consumption tax (消費税), and are non-refundable except as required by applicable law or as expressly stated in these Terms. Payments are processed by Stripe and are subject to Stripe's terms of service.
8. Platform Fees
Auction Setup Fee. When a Seller initiates a private auction, a one-time Auction Setup Fee of as displayed at checkout is payable by the Seller. Buyer Success Fee. When a matched introduction is completed or a winning auction bid is accepted, a tiered Buyer Success Fee becomes payable by the Buyer, calculated from the business asking price or winning bid amount: • Deal size under ¥50,000,000: ¥500,000 • Deal size ¥50,000,000 – ¥200,000,000: ¥1,000,000 • Deal size ¥200,000,000 and above: ¥2,000,000 Buyer Auction Entry Fee. A Buyer must pay the Buyer Auction Entry Fee of as displayed at checkout in order to enter an auction and submit a bid. This fee is payable per auction. Platform fees are non-refundable once the related service has been provided — for Buyers, once introduction access or auction access is granted; for Sellers, once the auction setup process has commenced — except as required by applicable law.
9. Auctions
Certain listings are offered through a private sealed-bid auction. To participate, a Buyer must be verified and pay the Buyer Auction Entry Fee set out in Section 8. The Seller pays the Auction Setup Fee to initiate the auction. Upon the Seller's acceptance of a winning bid, the Buyer Success Fee set out in Section 8 becomes payable by the Buyer. KEISHŌ facilitates the introduction and the Letter of Intent between the parties but is not itself a party to the resulting transaction.
10. Prohibited Conduct
You agree not to: (a) use the Service for any unlawful purpose; (b) post false, misleading, or fraudulent content; (c) attempt to gain unauthorised access to any part of the Service; (d) use the Service to harass, threaten, or harm any person; (e) use automated tools to scrape or harvest data; (f) interfere with the security or integrity of the Service; or (g) violate any applicable law or regulation.
11. Intellectual Property
All content on the Service, including text, graphics, logos, and software, is owned by or licensed to KEISHŌ and is protected by Japanese and international intellectual property laws. You are granted a limited, non-exclusive, non-transferable licence to access and use the Service for its intended purpose. You may not reproduce, distribute, or create derivative works without our prior written consent.
12. Confidentiality
Business listings on KEISHŌ contain confidential commercial information. Buyers agree to treat all non-public information about a listed business as strictly confidential, to use it solely to evaluate the potential acquisition, and not to disclose it to any third party without the seller's written consent.
13. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. KEISHŌ DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES. KEISHŌ MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF ANY LISTING OR MATCH ANALYSIS.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KEISHŌ'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO KEISHŌ IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ¥10,000. IN NO EVENT SHALL KEISHŌ BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
15. Indemnification
You agree to indemnify and hold harmless KEISHŌ, its officers, directors, employees, and agents from any claim, demand, or damage, including reasonable legal fees, arising out of your use of the Service, your violation of these Terms, or your violation of any rights of a third party.
16. Termination
We may suspend or terminate your access to the Service at any time for any reason, including breach of these Terms. Upon termination, all licences granted to you will cease immediately. Sections 11 through 18 survive termination.
17. Amendments
We may update these Terms at any time. Material changes will be notified via email or a prominent notice on the Service. Continued use of the Service after changes take effect constitutes your acceptance of the revised Terms.
18. Governing Law and Dispute Resolution
These Terms are governed by the laws of Japan. Any dispute arising out of or in connection with these Terms shall first be subject to good-faith negotiation. If unresolved within 30 days, the dispute shall be submitted to the exclusive jurisdiction of the Tokyo District Court (東京地方裁判所) as the court of first instance.
19. Contact
Questions about these Terms should be addressed to: ATARAXIA PARTNERS admin@keisho.ai keisho.ai