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Acall Personal Terms and Conditions of Use

Article 1　Application

The purpose of these terms and conditions of use (these “Terms of Use”) is to prescribe relationship of rights and obligations between the Company and the Customer (defined in paragraph 1 of Article 2 “Definitions”) regarding use of the System (defined in paragraph 12 of Article 2 “Definitions”), and these Terms of Use will apply to any relationship between the Customer and the Company regarding use of the System.

Article 2　Definitions

In these Terms of Use, each of the terms below has the meaning set out for it below.

  1. “Customer”
    : A company that concludes an agreement with the Company regarding use of the System and receives provision of the System.

  2. “Customer’s Equipment”
    : General term for hardware such as machine or equipment and the usage environment such as Internet that need to be prepare at the Customer’s own expense for the Customer to use the System.

  3. “External App”
    : Any system that the Company is not involved in the production

  4. “Management Function”
    : A function designated by the Company in this System that allows the Customer to restrict which Workers can use the System's functions based on the Customer’s own settings.

  5. “Administrator Account”
    : An account that can utilize all functionalities specified by the Company within this System.

  6. “Agreement Period”
    : The agreement period of the Usage Agreement. Initially, it means the agreement period described in the Purchase Order.

  7. “Written Consent”
    : A written document or an electronic record evidencing the Company’s acceptance of the order placed by the Purchase Order.

  8. “Team”
    : A team within this System to which a Worker belongs while using the System.

  9. “Intellectual Property Rights”
    : Any copyrights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the rights to obtain or to apply for the registration, etc. of such rights).

  10. “Purchase Order”
    : A written document indicating the intention of users to place an order, which is delivered to the Company by a Intending User or a Customer, or an electronic record evidencing such order.

  11. “PIN Code”
    : Codes used to identify the Customer.

  12. “System”
    : A system provided by the Company, named "Acall Personal" that includes functionalities for checking employee attendance, project management, and other functionalities specified by the Company.

  13. “Quotations”
    : A written document issued by the Company to the Intending User or the Customer that contains only the content of the quotation pertaining to the use of the System made by the Company subject to the terms and conditions indicated by the Intending User or the Customer, or an electronic record evidencing the content of such Quotations.

  14. “Intending Users”
    : A person who wishes to use the System.

  15. “Usage Agreement”
    : Agreements between the Company and the Customer regarding use of the System that has been executed in accordance with Article 3 “Entering of Agreements.”

  16. “Worker”
    : Workers of a Customer who use the System.

  17. “Worker ID”
    : Codes used to distinguish between the Worker and other persons.

  18. “Worker Passwords”
    : Codes used in combination with Worker ID to distinguish between the Customer and other persons.

Article 3　Entering of Agreement

  1. When an Intending User wishes to use the System, after agreeing to comply with these Terms of Use, the Intending User will submit to the Company a written document or Purchase Order that is an electronic record evidencing the order that identifies the number of Workers, Teams, location of use, etc., in accordance with the form prescribed by the Company.

  2. Each Usage Agreement regarding the use of the System in which the Company is the provider of the System and the Intending User is the user shall be entered between the Intending User and the Company when the Company confirms the Purchase Order from the Intending User, and delivers a written document or a Written Consent that is an electronic record evidencing the Company’s acceptance of the order to the Intending User.

  3. When a Intending User returns a Purchase Order to the Company, indicating that the order will be placed as described in the Quotations, after confirming the Quotations issued by the Company and agreeing to comply with these Terms of Use, the Company may deem that a Usage Agreement similar to the preceding paragraph has been entered into upon receipt of the Purchase Order.

  4. Upon the execution of the Usage Agreement, the Customer may use the System in the manner prescribed by the Company during the Agreement Period.

  5. The Company may not issue Quotations or Written Consents when a Intending User falls under any of the following items.

    1. If the Company determines that the Intending User may be in breach of these Terms of Use.
    2. If there is any falsehood, clerical error or omission in all or part of information provided to the Company.
    3. If the Intending User is a person whose Usage Agreement has been terminated by the Company in the past.
    4. If the Intending User belongs to anti-social forces.
    5. If the Company determines that the Intending User is not appropriate as a counterparty to enter into the Usage Agreement.

Article 4　Change of notification information

If there is any change in the information to be notified to the Company, a Customer shall, without delay, notify the Company of such change in the manner prescribed by the Company and submit any materials as required by the Company.

Article 5　Payment obligation of usage fee

  1. As consideration for the use of the System during the Agreement Period, a Customer shall pay usage fees prescribed in a Purchase Order (limited to a Purchase Order for which the Company has delivered a Written Consent under paragraph 2 of Article 3 “Entering of agreement” or a Purchase Order that the Company has received in the case where the Company deems the Usage Agreement has been entered under paragraph 3 of the same Article; the same applies hereinafter) and any applicable taxes (including but not limited to, the Goods and Services Tax in Singapore and the Value-added tax in Indonesia; the same applies hereinafter), etc. thereon to the Company

  2. During the Agreement Period, even if a situation occurs in which the System may not be used due to the suspension or discontinuation of the provision of the System as prescribed in Article 10 “Temporary suspension or discontinuation of provision” or for any other such reason, the Customer will be required to pay the usage fees during the Agreement Period and any applicable taxes, etc. thereon and the Company shall not refund the usage fee already paid. However, if any situation occurs where the Customer becomes unable to use the System in any way because of a reason attributable to the Company (hereinafter referred to as “Unavailability”) for one or more consecutive months, the usage fee payable this shall exclude the fee corresponding to the number of days of Unavailability (a fraction less than one day is rounded down) and the equivalent amount of the applicable taxes thereon.

  3. The amount of the usage fees when a Customer cancels the Usage Agreement shall be as prescribed in Article 24 “Cancellation of and amendment to the Usage Agreement by the Customer”.

  4. Even if the Customer uses the System for less than one month, the usage fee shall not be calculated on a per diem basis but a monthly fee shall be incurred.

Article 6　Payment method of usage fee

  1. The Customer shall pay usage fees for the System and any applicable taxes, etc. thereon, in accordance with the bills from the Company, by bank transfer to the bank account set out in the bills by the due date specified by the Company or, if not specified by the Company, by the following due date. However, any expense necessary for the payment shall be borne by the Customer.

    1. Usage fees for annual payment: The Customer shall pay the usage fees by the last day of the month following the month containing the commencement date of Agreement Period.
    2. Usage fees for monthly payment: The Customer shall pay one month’s usage fees from the first to the last day of each month by the last day of the following month.

  2. If the Customer who has selected annual payment for the usage fee changes the use plan in accordance with paragraph 2 of Article 24 “Cancellation of and amendment to the Usage Agreement by the Customer” and the usage fee increases from the month in which the change to the use plan applies until the expiry month of the Agreement Period, the Customer shall pay the amount equivalent to the increase in such usage fee including the applicable taxes by bank transfer to the bank account set out in the bills by the last day of the following month in which the use plan amendment is applied. However, any expense necessary for the payment shall be borne by the Customer.

  3. If any disputes over the settlement of the usage fees arise between a Customer and any financial institution for payment of the usage fee, the Customer shall resolve such disputes at its own liability and expense, and the Company shall not be liable for such disputes.

Article 7　Default Interest

  1. If a Customer fails to pay the usage fee of the System or any other obligations under these Terms of Use by the prescribed due date, the Customer shall pay default interest at an annual rate of 14.6% for the number of days from the day after the due date to the day before payment. This amount, together with the outstanding System usage fees and other obligations, shall be paid in a lump sum by the due date specified by the Company in the manner specified by the Company.

  2. Any transfer fees and any other expenses necessary for the payment in the preceding paragraph shall be borne by the Customer.

Article 8　Amendment to the content of agreement

  1. If the Company wishes to amend the content of the Usage Agreement (including but not limited to the contents and the usage fee of the System; the same shall apply hereinafter in this Article), the Company will notify the Customer who has selected annual payment no later than the last day of the month which is two months prior to the expiry month of the Agreement Period, and the Customer who has selected monthly payment no later than two months before the Company wishes to make such amendment.

  2. The content of the Usage Agreement, except as set forth in these Terms of Use, shall be amended by agreement between the Company and the Customer by written document or electronic record.

  3. If the Company provides notification as specified in Paragraph 1, and the Customer on an annual payment plan does not reach an agreement by the end of the Agreement Period, or the Customer on a monthly payment plan does not reach an agreement by the end of the month following the month in which the notification was given, the Company may terminate the Usage Agreement prospectively by providing notification before the end of the Agreement Period.

Article 9　Contents of the System

  1. The Customer may, under these Terms of Use, use the functions described in the Purchase Order.

  2. The Customer shall use the System upon understanding the following items.

    1. The System malfunctions may occur.
    2. The Company shall, in respect of the System malfunctions, be exempted from any liability other than that provided for in paragraph 2 of Article 5 “Payment obligation of usage fee” by handling such malfunctions with commercially reasonable effort.
    3. The System operates in cooperation with External Apps, any application made by a third party, or any network, and any malfunctions may occur in the operation of the System that are not attributable to the Company.
    4. The Company shall be exempted from any liability for the System malfunctions and malfunctions of System operation that are not attributable to the Company.
    5. After giving prior notices to the Customer, the specification of the System may be changed at any time.

  3. All proprietary rights and Intellectual Property Rights related to the System belong to the Company or any person who have granted a license to the Company. The use of the System by the Customer hereunder shall not mean a license of Intellectual Property of the Company or person who have granted licenses to the Company with respect to the System. The Customer shall not, for any reason, nor procure any third party (including but not limited to its employees and board members) to engage in any act that is likely to infringe upon any Intellectual Property Rights of the Company or those who have granted licenses to the Company (including but not limited to disassembling, decompiling, or reverse-engineering).

  4. The Company may subcontract all or part of work for the provision or maintenance of the System to a third party at liabilities of the Company. If the Company subcontracts the works for provision or maintenance of the System to the third party pursuant to this paragraph, the Company shall be liable for the selection and supervision of the subcontractor and for the result of the work performed by the subcontractor. However, if the Customer suffers any damages as a result of the work performed by the subcontractor, the Company shall comply with the provision of Article 29 “Limitation of compensation for damages” hereof.

  5. The Customer may use the Administrator Account to grant Management Functions to any Worker’s account or to assign any Worker accounts to Teams. The Company shall not be held responsible for any disputes arising within the Customer or from third parties in connection with any actions performed through the Administrator Account, except in cases of intentional misconduct or gross negligence by the Company.

Article 10　Temporary suspension or discontinuation of provision

  1. If the Company falls under any of the following items, the Company may suspend or discontinue the provision of the System without being required to give prior notice to or obtain approval from the Customer:

    1. if the Company becomes temporary unable to provide the System due to fire, power outages, natural disasters, or other such force majeure events;
    2. if the Company conducts periodic or urgent inspection or maintenance for the computer system pertaining to the System;
    3. if a computer, a communication line, or the like suspends due to an accident;
    4. if the Company becomes temporarily unable to provide the System due to an alternation or temporarily suspension or discontinuation of an External App that is necessary for the provision of the System; or
    5. in other cases where the Company determines that it is difficult to continue to provide the System even with reasonable efforts.

  2. When the Company conducts maintenance for the equipment for the System, the Company may temporarily suspend the provision of the System after giving prior notices to the Customer.

  3. The Company may discontinue all or a part of the provision of the System without being required to give prior notice to or issue any demand for cure to the Customer if the Customer falls under any of the items of Article 25 “Termination of the Usage Agreement by the Company”, paragraph 1 or if the Customer has in any other way breached the Usage Agreement, etc.

  4. When the Customer or any third party suffers any damages due to the failure to provide the System for any reasons set forth in item 2, item 3, and item 5 of paragraph 1, the Company shall comply with the provision of Article 29 “Limitation of compensation for damages” hereof. When the Company may not provide the System due to any reasons set forth in item 1 and item 4 of paragraph 1, notwithstanding the provision of Article 29 “Limitation of compensation for damages” or any other provisions hereof, the Company shall not be liable for any damages.

Article 11　Supports

The Company shall accept support requests from the Customer regarding the System by telephone or email. Support requests by telephone are accepted on weekdays (excluding the Company’s holidays) from 9:00 to 18:00 (Japan Standard Time), and support requests by email are accepted 24 hours a day, 365 days a year. The Company will respond as quickly as possible, but the Company aims to respond within three business days, excluding Saturday, Sunday, Japan’s public holidays, and holidays designated by the Company.

Article 12　Principle of self-liability

  1. If, as a consequence of use of the System, the Customer causes damage to any third party due to any reason attributable to the Customer or become the subject of any claim or the like made by any third party, the Customer shall handle and settle that matter at its own liability and expense. The same will apply in each case where the Customer incurs damage from any third party or makes any claim or the like against any third party as a consequence of the use of the System.

  2. The Customer is liable for the information (contents) provided or transmitted by the Customer using the System, and the Company provides no warranty with respect to the contents or the like of that information and is not liable for any damage that arises in relation to that information.

  3. If the Customer willfully or negligently causes damage to the Company, the Customer shall compensate the Company for that damage naturally and directly incurred by the Company. However, the Customer shall not be liable for any damage due to a reason not attributable to the Customer and any lost profits.

Article 13　Person responsible for use

After determining in advance a person responsible for use of the System, in principle any communications or confirmations, etc. with the Company regarding the use of the System shall be conducted through that person.

Article 14　Establishment and maintenance for equipment for the System use

  1. The Customer shall establish the Customer’s Equipment under terms and conditions determined by the Company and maintain the Customer’s Equipment at its own expense and liability.

  2. In using the System, the Customer shall connect the Customer’s Equipment to the Internet using the telecommunication system of telecommunications carriers at its own expense and liability.

  3. If there is a malfunction with the Customer’s Equipment and Internet connection prescribed in preceding paragraph, the Company shall not be liable to the Customer for any failure of the System to operate properly.

  4. The Customer shall, in using the System, update the Operating System on which the System is running and the System at its own expense and liability.

Article 15　ID and password

  1. The Customer shall not disclose, lend, or share the PIN Code, Worker ID, and Worker Password to or with any third party, and shall strictly manage them (which will include regular changing of the password) so as it is not divulged to any third party. The Customer shall also ensure that individuals to whom accounts are granted manage them with the same level of strictness. If the Customer itself or any other person suffers any damage due to mismanagement or fault in the use of the PIN Code, Worker ID, and Worker Password, use of them by any third party, or any other reason, the Company is not liable for any damage. All the use of the System or any other act carried out by using the PIN Code, Worker ID, and Worker Password provided to the Customer will be deemed to be executed by the Customer.

  2. If any third party uses the System using the PIN Code, Worker ID, and Worker Password, such act shall be deemed to be the act of the Customer, and the Customer shall be liable for payment of the usage fee and all other obligations related to such use. In addition, if the Company suffers any damage as a result of such action, the Customer shall compensate the Company for such damage. However, this does not apply if the PIN Code, Worker ID, and Worker Password was used by a third party due to intent or gross negligence of the Company.

Article 16　Data Storage (extent of company to be able to store data)

The Company shall store the data or the like provided or transmitted by the Customer through the System throughout the Agreement Period.

Article 17　Prohibited matters

The Customer shall not commit any of the following acts and shall ensure that Workers to whom accounts are granted by the Customer also refrain from such actions:

  1. infringing on or doing anything that is likely to infringe on the Intellectual Property Rights, such as copyrights or trademark rights, or any other such rights of the Company or a third party;

  2. sending information to the Company’s website whereby duplication, alteration, transmission, and other acts by the Company within the necessary extent on the System will fall under infringement of an Intellectual Property Right, image right, privacy right, reputation, or any other right or interest of another user of the System, or any other third party;

  3. altering or deleting the content of the Service or information obtained through the use of the Service;

  4. causing a third party to use the Service in breach of these Terms of Use;

  5. violating laws and regulations or offending public order or common decency, or harming the interests of the Company or a third party;

  6. sending obscene information, information that is harmful to youths, or information related to romantic relationships;

  7. using the System while impersonating a third party;

  8. sending or posting harmful computer programs, etc. that contain viruses or the like;

  9. sending advertising, publicity, or solicitation emails to a third party without permission, or sending emails that may cause discomfort or distress to third parties (harassment emails); or

  10. actions that disrupt or may disrupt the use or operation of third-party equipment or the equipment used for the System.

Article 18　Duty of care of a good manager

The Company shall provide the System with the due care of a good manager during the Agreement Period; provided, however, that this will not apply to the case where it is otherwise provided for in these Terms of Use.

Article 19　Failure of equipment for the System

  1. Upon becoming aware of a failure in the equipment, etc. for the System, the Company shall notify the Customer to that effect.

  2. Upon becoming aware of a failure in the equipment, etc. for the System, the Company shall instruct a third party that provides the equipment for the System to repair or restore it.

  3. In addition to the foregoing, each of the Company and the Customer shall notify the other party without delay whenever an error occurs in the System, and the Company shall determine and implement countermeasures. If such failure is resulting from the Customer’s Equipment, the Company shall notify the Customer to that effect.

Article 20　Handling of Confidential Information

  1. Each of the Customer and the Company shall not disclose or divulge to a third party any technical, commercial, or any other operational information provided by the other party for the purpose of executing the System that has been specified in writing and in advance as being confidential by the other party and that states the scope of confidentiality when it is provided and expressly displays a mark that shows that it is confidential information (“Confidential Information”); provided, however, that this will not apply to the case where the prior written consent of the other party has been obtained, or information that falls under any of the following:

    1. information that the receiving party already possesses without confidential obligation at the time of disclosure by the other party;
    2. information that is lawfully obtained from a duly authorized third party;
    3. information that is independently developed without relying on the information provided by the other party;
    4. information that becomes publicly known without constituting a breach of these Terms of Use or the like, whether before or after the information is received; and
    5. information that is provided without the designation, specification of scope, or marks that show that it is Confidential Information in accordance with this Article.

  3. Notwithstanding the provisions of each of the preceding paragraphs, each of the Customer and the Company may disclose Confidential Information that should be disclosed as required under the provisions of applicable laws and regulations, the rules of a financial instruments exchange and other regulations equivalent thereto, or a demand by a competent public agency to the relevant disclosee or public agency under the relevant laws and regulations. In this case, the Customer or the Company shall notify the other party of the fact of making a disclosure before doing so to the extent it does not violate related laws or regulations, and if the disclosing party is unable to give such notice before making the disclosure, it shall give notice promptly after the disclosure.

  4. The party that receives the provision of Confidential Information shall take measures required for the management of the Confidential Information.

  5. The party that receives the provision of Confidential Information shall use the Confidential Information provided by the other party solely within the scope of the purpose of executing the System, and the party may copy or alter (in this paragraph, “Copy, etc.”) the materials, etc. (in this article, the “Materials, etc.”) that embody the Confidential Information to the extent required for the execution of the System. In this case, each of the Customer and the Company shall treat such Confidential Information that has been Copied, etc. as the Confidential Information set out in this Article. If making Copies, etc. is necessary beyond the scope required for the purpose of executing the System, the prior written consent of the other party must be obtained.

  6. The party that receives the provision of Confidential Information shall, at the request of the other party, return the Materials, etc. (including Confidential Information that has been copied or altered with the consent of the other party under paragraph 4 of this Article) to the other party or completely erase the Confidential Information if it is stored on the Customer’s Equipment or the equipment for the System.

  7. The provisions of this Article will remain in effect for two years after the termination of the Usage Agreement.

Article 21　Handling of personal information

  1. Each of the Customer and the Company shall use personal information (meaning the “personal information” prescribed in the Japan’s Act on the Protection of Personal Information; the same shall apply hereinafter) that is included in commercial or operational information provided by the other party for the execution of the System solely within the scope of the purpose of executing the System and shall not disclose or divulge such information to any third party, and shall comply with the relevant laws and regulations, including with respect to protecting personal information use and/or storing of.

  2. The Company shall handle personal information in accordance with applicable laws and regulations.

  3. The provisions of this Article will remain in effect even after the termination of the System.

Article 22　Use of data

  1. The Company may use the data registered on the System by the Customer and other data regarding the Customer and Workers (hereinafter referred to as "Input Data") for the purpose of improving the quality of systems that the Company provides or intends to provide (including the System), providing the Customer with information regarding these systems, and for other purposes specified in the privacy policy by the Company. Additionally, the Company may use the Input Data as directive information for generative AI services provided by generative AI service providers for the purpose of providing this System, utilize such data for analysis to improve the System, and use the outputs generated by such AI. The Customer hereby consents to these aforementioned uses in advance. However, the Company shall not use the Input Data for machine learning purposes during these processes or for any use under this clause.

  2. The Company may analyze usage patterns of the System, Input Data or status of the Customer and user for statistical purposes and release the statistical results to the public; The Company may freely use, process, sell, and license any information registered in the System and any information obtained through the operation of the service, provided that such information is anonymized (processed in accordance with the measures prescribed by the Act on the Protection of Personal Information to ensure that specific individuals cannot be identified and that the personal information cannot be restored) in addition to analyzing situations for the purposes outlined in this clause.

  3. The Company may obtain usage information of the System from the Customer, or request the Customer to provide feedback regarding the System. The Customer shall agree that the Company will use the content of such usage information and feedback during the Agreement Period and after the termination of the Usage Agreement; provided, however, the content of such usage information and feedback will be used only for the management, improvement, promotion of the System and the development of a new system.

  4. The Customer warrants that, at the time of registration or provision of data in the System, it has complied with the procedures required by the Act on the Protection of Personal Information and any other applicable laws and regulations for providing such data to the Company.

Article 23　Agreement Period

  1. The Agreement Period shall be as set forth in the Purchase Order, and it shall be separately determined between the Company and the Customer if it is not set forth in the Purchase Order.

  2. If the Customer has selected annual payment for the usage fee and if neither Customer nor the Company requests cancellation by the last day of the month preceding the month containing the end date of the Agreement Period, the Agreement Period will be automatically renewed for a further period of one year, and the same shall apply thereafter. If the Customer has selected monthly payment for the usage fee and if neither the Customer nor the Company requests cancellation by the 30th day of the month containing the end date of the Agreement Period, the Agreement Period will be automatically renewed for a further period of one month, and the same shall apply thereafter. However, if a notice pursuant to paragraph 1 of Article 8 “Amendment to the content of agreement” has been made, the Agreement Period shall be in accordance with Article 8 “Amendment to the content of agreement”.

Article 24　Cancellation of and amendment to the Usage Agreement by the Customer

  1. The Customer may cancel the Usage Agreement at any time by notifying the Company in writing or via email, provided, however, that the Company shall not refund the usage fee already paid. The Company shall not reduce the usage fee for the Agreement Period containing the date of cancellation, and if the usage fee for the remaining period until the expiration date of the Agreement Period is left unpaid, the Company may demand the Customer to pay the amount equivalent to the usage fee for the remaining period (limited to the unpaid amount).

  2. The Customer may request a change to the content of the use plan to the Company at any time by notifying the Company in writing or via email. Upon receiving such request of a change to the content of the use plan from the Customer, the Company will consider whether to approve the change to the content of the use plan at its discretion. In principle, the Company shall not accept a request to reduce the usage fee during the Agreement Period. If the Company is to approve the request, the Company shall issue a document or electronic record stating the amended use plan, and the change to the content of the use plan will become final and binding upon such issuance. In this case, the amended use plan will apply from the month following the month containing the issuance date of such document or electronic record. The Company will accept a request to increase or decrease the number of Workers’ accounts in units of five people.

Article 25　Termination of the Usage Agreement by the Company

  1. If the Company determines that a Customer falls under any of the following items, the Company may terminate all or part of the Usage Agreement without providing any prior notice or demand for cure to the Customer.

    1. if the Customer suspends payments or becomes unable to pay debts as they become due;
    2. if a note or check drawn by the Customer is dishonored;
    3. if the Customer is subject to a petition for seizure, provisional seizure, or auction, or is subject to disposition for tax delinquency;
    4. if the Customer is the subject of a petition for bankruptcy, the commencement of corporate reorganization proceedings or civil rehabilitation proceedings, or the creditworthiness of the Customer becomes materially unstable;
    5. if the Customer is subject to the revocation or suspension, etc. of its business license by the relevant supervisory public agency;
    6. if the Customer breaches these Terms of Use;
    7. if the Customer resolves to dissolve itself, reduce its stated capital, or transfer, etc. all or a material part of its business;
    8. if it is found that the Customer is an anti-social force (meaning an organized crime group, a member of an organized crime group, a quasi-member of an organized crime group, a corporation affiliated with an organized crime group, a shareholder meeting extortionist (sokaiya), or any other person similar to any of these entities), or that the Customer has a relationship with an anti-social force;
    9. if the Customer commits any acts listed in Article 17 “Prohibited matters”; or
    10. if an event occurs by which it becomes difficult to perform the Usage Agreement.

  3. If there are any unpaid usage fees, etc. or payment delay damages outstanding at the time the Usage Agreement is terminated pursuant to the preceding paragraph, the Customer shall pay these by no later than the date prescribed by the Company.

  4. The Company shall not be liable for any damage incurred by the Customer as a result of any action taken by the Company in accordance with this Article.

Article 26　Abolition of the System

  1. When falling under any of the following items, the Company shall abolish any or part of the System, and may cancel all or part of the Usage Agreement on the date of abolishment.

    1. if the Company notifies the Customer no later than 60 days prior to the date of abolishment;
    2. if the Company becomes unable to continue the provision of the System due to fire, power outages, natural disasters, or other such force majeure events;
    3. if the Company becomes unable to continue the provision of the System due to a significant change in or termination of the service of an External App that is necessary for the provision of the System; or
    4. if the Company otherwise determines that it is difficult to continue the provision of the System even with reasonable efforts.
    5. Upon abolishing all or part of the System pursuant to the preceding paragraph, the Company shall refund to the Customer the amount corresponding to the number of days that the System to be abolished will not be provided calculated on a per diem basis out of the usage fee, etc. already paid. Notwithstanding Article 29 “Limitation of compensation for damages” and other provisions, the Company shall not assume any liability other than as set forth in this paragraph in the case of abolishing all or part of the System pursuant to the preceding paragraph. Upon abolishing all or part of the System as described in the preceding paragraph, the Company shall refund to the Customer the portion of the usage fee already paid corresponding to the number of days the abolished System will not be available, calculated on a per diem basis. Notwithstanding Article 29 “Limitation of Compensation for Damages” and other provisions, the Company shall not be liable for any damages beyond those specified in this paragraph in the event of the abolishment pursuant to the preceding paragraph.

Article 27　Handling after the termination of agreement

  1. Upon the termination of the Usage Agreement, the Customer shall immediately return to the Company the devices, application programs, and all other materials provided by the Company (including copies made of all or part of such application programs, materials, and the like; the same shall apply hereinafter), and delete applications, materials, and the like stored at the Customer’s Equipment at its own liability.

  2. Upon the termination of the Usage Agreement, the Customer shall remove the devices or the like installed for the use of the System at its own expense and liability.

Article 28　Amendment to these Terms of Use

  1. The Company may freely change the content of these Terms of Use or the System.

  2. In addition to the case prescribed in the preceding paragraph, the Company may amend these Terms of Use without an agreement with the Customer pursuant to the provisions of Article 548, paragraph 4, item 1 of the Civil Code.

  3. Upon changing the content of these Terms of Use or the System, the Company shall notify the Customer of the effective date, the fact that such amendment will take place, and the details of such amendment. The Company shall, at its discretion, announce the effective date, the fact that such amendment will take place, and the details of such amendment through appropriate means, including but not limited to the use of the internet, in lieu of or alongside other appropriate method such as the direct notification to the Customer.

  4. If the Customer uses the System or does not carry out the cancellation procedure within the period specified by the Company after the notice of amendment pursuant to the preceding paragraph is provided, the Customer shall be deemed to have consented to the amendment to the content of these Terms of Use or the System.

Article 29　Limitation of compensation for damages

If any damage is incurred by the Customer with regard to the System or the Usage Agreement due to a reason attributable to the Company or the Company breaching the Usage Agreement, the amount of such damage shall be determined based on the ordinary damage directly and actually incurred up to the amount of a year’s worth of the usage fee that the Company has received from the Customer (if the Customer has selected annual payment for the usage fee, it means the amount of the usage fee pertaining to the Agreement Period containing the date on which such damage has occurred; if the Customer has selected monthly payment for the usage fee, it means the amount of the usage fee of the month preceding the month containing the date on which such damage has occurred multiplied by 12) upon mutual consultation between both parties. The Company shall not be liable to compensate any damage or loss of profits due to a reason not attributable to the Company.

Article 30　Exclusion of anti-social forces

  1. Each of the Company and the Customer represents and covenants to the other party that neither itself nor any of its representatives, officers, or any other person, employee or agent substantially involved in its management (together, the “Affiliates”) currently, nor will with respect to the future, fall under any of the following:

    1. an organized crime group (means an organized crime group prescribed in Article 2, paragraph 2 of the Act on Prevention of Unjust Acts by Organized Crime Group Members (Act No. 77 of 1991; hereinafter referred to as “Anti-Organized Crime Group Act”; as amended));
    2. a member of an organized crime group (means a member of an organized crime group as prescribed in Article 2, paragraph 6 of the Anti-Organized Crime Group Act);
    3. a quasi-member of an organized crime group;
    4. a corporation affiliated with an organized crime group;
    5. a shareholder meeting extortionist (sokaiya) or the like, a corporate extortionist acting under the guise of a social movement (shakai undo hyobo goro), a corporate extortionist acting under the guise of political activity (seiji undo hyobo goro), or a group or individual that in the context of having a relationship with an organized crime group plays a key part in structural injustice using force or through a financial connection with an organized crime group (tokushu chino boryoku shudan);
    6. a person who has a close relationship (including, but not limited to, through the provision of funds and other benefits) with any person prescribed in the foregoing; or
    7. any other person similar to any of the persons prescribed in the foregoing.

  3. Each of the Company and the Customer covenants to the other party that neither itself nor any of its Affiliates will directly or indirectly commit any of the following acts:

    1. making a violent demand;
    2. making an unjust demand that exceeds the legal liability of that demand’s recipient;
    3. use of threatening behavior (including, but not limited to, stating to the effect that either the covenanting party itself or its Affiliate is a person prescribed in the preceding paragraph) or violence in connection with a transaction;
    4. spreading of rumors or use of fraudulent means or force to damage the reputation of the other party or to obstruct the other party`s operations; or
    5. any other act similar to any of the foregoing.

  5. Each of the Company and the Customer may cancel the Usage Agreement without requiring any demand for cure if the cancelling party determines that the other party is in breach of any of the represented or covenanted matters prescribed in the preceding two paragraphs.

  6. In the case that either the Company or the Customer cancels this Agreement pursuant to the provisions of the preceding paragraph, the cancelling party shall not be liable for compensation or indemnification of any damage, loss or costs incurred by the other party as a result of such cancellation.

Article 31　Notice

  1. Unless otherwise provided for in these Terms of Use, the Company will provide notice to the Customer by means deemed appropriate by the Company, such as sending of emails, issuance of documents, or posting on the Company’s website.

  2. If the Company provides notice to the Customer via email or by posting on the Company’s website pursuant to the provisions of the preceding paragraph, such notice to the Customer shall take effect at the time of transmission of the email or posting on the Company’s website respectively.

Article 32　No assignment of rights and obligations

The Customer shall not assign all or any part of its status as a party to the Usage Agreement or rights or obligations under these Terms of Use to a third party without the prior written approval of the Company.

Article 33　Jurisdiction

All disputes arising out of or in connection with this Terms of Use shall be subject to the exclusive jurisdiction of the Tokyo District Court.

Article 34　Governing Law

The laws of Japan shall govern the formation, effect, execution, and interpretation of the Usage Agreement.

Article 35　Consultation

If there is any matter not provided for in these Terms of Use or any doubt arises in relation to the provisions of these Terms of Use, the parties shall consult with each other in good faith to resolve that matter or doubt. Even if any part of these Terms of Use is invalid, it shall not affect the validity of the Usage Agreement as a whole, and such invalid part shall be replaced by a provision that is valid and comes closest to the intention of the invalid part.

End

Revised on August 1, 2024

日本語
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