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Terms of Use

Chapter 1 General rules

(Application of Terms of Use)

Article 1

ACALL will use and provide the WorkstyleOS (this system) to customers based on these terms of use (hereinafter referred to as the "Terms of Use").You will use the WorkstyleOS by agreeing the Terms of Use and concluding a usage contract (hereinafter referred to as the " Usage Contract") with ACALL based on Article 9.

(Definition)

Article 2

In the Terms of Use, the following terms are used with the following meanings.
(1) This System: A system that provides WorkstyleOS and services associated with it, consisted by software programmed by ACALL on an exclusive cloud server connecting with the ACALL application installed on a tablet devices of customers through an internet line.
(2) Customer (You): A company which concludes a Usage Contract based on the Terms of Use with ACALL for using This System.
(3) User: Customer's employee or employees who uses This System
(4) PIN code: A code used to identify the customer.
(5) User ID: A code used to identify the user and others
(6) User password: A code used to identify the customer and others in combination with the user ID

(Notification)

Article 3

Notifications from ACALL to Customers (including Users) will be sent by methods that ACALL deems appropriate, such as email, documents or publishment on ACALL's website.
2. The notification to you shall take effect from the moment, when ACALL notifies you by sending an email or publishment on ACALL's on ACALL's website based on the provisions of the preceding paragraph.

(Change of the Terms of Use)

Article 4

ACALL may change the Terms of Use at any time. In this case, 30 days after the notification of the change of the Terms of Use, the new Terms of Use will be applied to the Usage Contract. However, the terms and conditions that you and ACALL added or changed specifically when you first agreed to the Terms of Use shall be in force even after the Terms of Use are changed subject to this Article.

(Prohibition of transfer of rights and obligations)

Article 5

You shall not assign or transfer all or part of the status under the Usage Contract, the rights, or obligations based on the usage contract to others without the prior written consent of ACALL.

(Arbitration)

Article 6

All disputes, controversies or differences arising out of or in connection with the Terms of Use or the Usage Contract shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The place of the arbitration shall be Osaka, Japan.

(Governing law)

Article 7

The governing law regarding the establishment, effect, performance and interpretation of the Usage Contracts, etc. shall be Japanese law.

(Consultation, etc.)

Article 8

If there is any doubt about a matter not stipulated in the usage contract, etc. or a stipulated item, both parties will resolve it after negotiation in good faith. Even if any part of the usage contract, etc. is invalid, the validity of the entire usage contract, etc. shall not be affected, and for such invalid parts, the valid provision closest to the purpose of the relevant invalid part shall replace it.

Chapter 2 Conclusion of contracts, etc.

Article 9

1. The Usage Contract shall be concluded between you and ACALL when you agree the Terms of Use.
2. ACALL may terminate the Usage Contract if you fall under any of the following events, regardless of other provisions of the Terms of Use.
(1) When the Usage Contract which you conclude with ACALL has been terminated by ACALL due to default of financial obligations related to This System or other violations of the Usage Contract, etc.
(2) When there is a risk of neglecting to fulfill financial obligations and other obligations based on the Usage Contract, etc.
(3) When you are part of an antisocial force (meaning a gangster, gang affiliate, an associate member of a gang, a company that drafts a gang, a general assembly shop, or something similar to these), or when you may be involved with an antisocial force.
(4) When there is a risk of performing any of the acts described in Article 29 (Prohibited Matters)
(5) When ACALL determines that the cease of providing of This System is appropriate.

(Temporary suspension and suspension of provision)

Article 10

1. ACALL shall be entitled to suspend or terminate the provision of This System without prior notice to you or your consent in any of the following cases.
(1) When This System cannot be provided due to force majeure such as natural disasters
(2) When ACALL judges that it is difficult to continue providing This System even with reasonable efforts
2. ACALL shall be entitled to temporarily suspend the provision of This System after notifying you in advance when the equipment for This System, etc. undergoes regular inspections.
3. In cases where you fall under any of the items of Article 14 (Termination of the Usage Contract from ACALL), Paragraph 1 or if you violate the Usage Contract, etc. Alternatively, ACALL shall be entitled to suspend the provision of all or part of This System without requiring notification.
4. If you or another third party suffers damages from the failure to provide This System due to any of the reasons set forth in the preceding paragraphs, ACALL shall follow the provisions in Article 34 of this Agreement (Limitation of compensation for damages).

(Usage period)

Article 11

1. You shall use This System until the end of the Usage Contract.

(Service)

Article 12

1. This System is a system that provides WorkstyleOS and services associated with it, through a program built by ACALL on an exclusive cloud server based on the Terms of Use, communicating with the ACALL application installed on a tablet device through an internet line.
2. This System shall accept and support your requests by telephone or e-mail. Telephone support is available from 9:00 to 18:00 on weekdays in Japan (excluding ACALL's holidays), and email support is available 24 hours a day, 365 days a year. ACALL will respond as quickly as possible, ACALL will make effort to respond for a response within 3 business days excluding weekends and holidays and ACALL's designated holidays. However, the supported languages are limited to Japanese or English.
3. ACALL will provide This System for the duration of this agreement with commercially reasonable efforts.

(Termination of Usage Contract from customer)

Article 13

1. You may terminate the Usage Contract at any time by notifying ACALL by the methods specified by ACALL.

(Cancellation of usage contract from ACALL)

Article 14

1. ACALL shall be entitled to terminate the Usage Contract without a prior notice to you if it is determined that you fall under any of the following items.
(1) When payment is suspended or becomes insolvent
(2) When the bill or check is dishonored
(3) When there is a petition for seizure, provisional seizure or auction, or when tax and public dues are delinquent.
(4) When there is a petition for bankruptcy, the start of corporate reorganization proceedings or the start of civil rehabilitation proceedings, or when there is serious doubt about your credit status
(5) When your business license is revoked or suspended by the regulatory agency
(6) If you violate the Usage Contract, etc.
(7) When a resolution is made to dissolve, reduce capital, transfer all or important parts of you business, etc.
(8) If you are part of an antisocial force (meaning a gangster, gang affiliate, an associate member of a gang, a company that drafts a gang, a general assembly shop, or something similar to these), or when it is discovered that you are involved with an antisocial force.
(9) When any of the acts described in Article 29 (Prohibited matters) is performed
(10) When there is a cause that makes it difficult to fulfill the Usage Contract
2. If there is any unpaid usage fee, etc. or late payment penalty at the time of cancellation of the usage contract pursuant to the preceding paragraph, you shall pay this by the date specified by ACALL.

(Abolition of This System)

Article 15

ACALL shall abolish all or part of This System if any of the following items apply, and may cancel all or part of the Usage Contract on the date of the abolition.
(1) When you are notified 60 days before the abolition date
(2) When This System cannot be provided due to force majeure such as natural disasters
(3) When ACALL judges that it is difficult to continue providing This System even with reasonable efforts

(Processing after contract termination)

Article 16

1. When the Usage Contract is terminated, you will be responsible for deleting the application and materials stored in your equipment, etc.

Chapter 3 System

(Type and content of This System)

Article 17

1. This System provided by ACALL consists of the following contents.
WorkstyleOS (A) Tablet-specific application
(B) Management system on the web
2. You shall not use This System without accepting the following matters.
(1) ACALL is not responsible for any defects malfunctions of This System.
(2) ACALL shall be exempted from liability for any malfunction of this system by dealing with it with commercially reasonable efforts.
(3) The specifications of This System may be changed at any time.
3. You agree that you can only use This System based on the Usage Contract, etc., and do not acquire any intellectual property rights or other rights related to This System.

(The territory where you use ​​This System)

Article 18

The territory where you use This System shall be limited to the country where you are.

(Optional system)

Article 19

1. ACALL shall be able to provide optional functions at a rate separately provided by ACALL.
2. These terms of use also apply to optional systems.
3. If the optional system includes hardware made by another company, ACALL shall not be liable for the guarantee of the quality of the hardware.

Chapter 4 Usage fee

(Usage fee of This System, calculation method, etc.)

Article 20

11. The usage fee for This System shall be free.

(Obligation to pay usage fee)

Article 21

1. You shall pay the usage fee specified in the separate sheet of the contract and the consumption tax, etc.for the period from the date when the usage contract is established to the end date of the usage contract (hereinafter referred to as "usage period").
2. You may cancel the usage contract at any time by notifying ACALL by the method specified by ACALL.
3. No penalty will be incurred due to cancellation, and the monthly fee for the month of cancellation paid at the end of the following month will be the final payment.
4. Even if the usage for the current month is less than one full month, ACALL will charge you the full monthly fee for the current month.
5. Even when the system cannot be used due to suspension or other reasons of the provision of this system specified in Article 10 (temporary suspension and full suspension of provision) during the usage period, you are required to pay the usage fee and the related consumption tax, etc. during the usage period. However, if the system cannot be used at all (hereinafter referred to as "unusable") for one month or more in a row due to reasons attributable to ACALL, you are not liable for the usage fee and the related consumption tax, etc. for the number of unusable days (rounded down if less than one day).

(Payment methods of usage fee)

Article 22

1. You shall pay the usage fee of this system and the consumption tax, etc. related to it by any of the following methods. In addition, the transfer fee and other expenses required for payment of each of the following items shall be borne by you.
(1) When settling by invoice, payment shall be made to ACALL or a financial institution designated by ACALL with the method specified and by the date specified by ACALL according to the invoice from ACALL, or payment shall be made by automatic debit from the deposit account specified by you by the date specified by ACALL through a collection agent separately designated by ACALL.
(2) For other cases payment methods specified by ACALL shall be used.
2. If a dispute arises between you and the financial institution set forth in the preceding paragraph over the settlement of the usage fee, you shall resolve it at your own risk and expense, and ACALL shall not be liable at all.

(Delayed interest)

Article 23

1. If you still fail to fulfill the obligations based on the usage fee and other usage contracts of this system even after the specified payment date, you shall pay the amount calculated at an annual interest rate of 14.6% between the day after the set specified payment date and the day before the actual payment date as delinquent interest, and the charges and other liabilities for this system in a lump sum by the method specified by ACALL by the date specified by ACALL.
2. You shall bear the transfer fee and other expenses required for the payment in the preceding paragraph.

Chapter 5 Your obligations, etc.

(Principle of self-responsibility)

Article 24

1. In the event that you cause damage to a third party due to reasons attributable to you, or that a third party makes a claim against you in connection with your use of This System, you shall handle and resolve such damage and claim at your own responsibility and expense. The same shall apply when you suffer damages from a third party due to the use of This System, or when you make a claim to a third party.
2. Information (contents) provided or transmitted by you when using This System is provided at your responsibility, and ACALL does not provide any warranty regarding the contents, etc., and shall not be liable for any damages resulting therefrom.
3. In the event that you or others cause damage to ACALL due to intentional or gross negligence, you shall compensate ACALL for direct and ordinary damages incurred by ACALL. In addition, you shall not be liable for any damages or lost profits caused by reasons that cannot be attributed to you.

(Person in charge of use)

Article 25

1. You shall designate the person in charge of use of This System in advance, and in principle, contact and confirm with ACALL regarding the use of This System through the person in charge of use.

(Equipment setting / maintenance for using This System)

Article 26

1. You shall set your equipment for using This System under the conditions specified by ACALL at your own expense and responsibility, and maintain your equipment and the environment for using This System.
2. You shall connect your equipment for using This System to the internet using the telecommunications system of a telecommunications carrier, etc. at your own risk and expense when using This System.
3. If there is a problem with your equipment for using This System, the internet connection specified in the preceding paragraph, or the environment for using This System, ACALL shall not be obliged to provide This System to you.

Article 27

1. You shall not disclose, lend, or share the PIN code, user ID, and user password to a third party, and shall strictly manage them so that they will not be leaked to a third party (including changing the password as appropriate). ACALL shall not be liable for any damages caused to you or others due to improper management of the ID and password, fault during use of them, or use of them by a third party, etc. All other actions using your ID and password shall be deemed to be your use.
2. If a third party uses This System using your ID and password, the act shall be deemed to be your act, and you shall be obligated for such third party’s use. In addition, in the event that ACALL suffers damages due such acts, you shall compensate for such damages. However, this does not apply in the event that the ID and password are used by a third party due to ACALL's intentional or negligent act.

(Data storage)

Article 28

Regarding the data provided and transmitted by you in This System, ACALL shall continue to store the data for the last 3 months.

(Prohibited matters)

Article 29

1. You shall not perform the following acts.
(1) Acts that infringe or may infringe intellectual property rights such as copyrights and trademark rights of ACALL or a third party
(2) Acts of falsifying or deleting the contents of This System or the information that can be used by This System.
(3) Acts that cause a third party to use This System in violation of the Usage Contract, etc.
(4) Acts that violate laws and regulations or public order and morals, or give disadvantages to ACALL or a third party
(5) Acts of using This System by impersonating a third party
(6) Transmitting or posting harmful computer programs such as viruses
(7) Acts of sending an advertisement, promotion or solicitation email to a third party without permission, or acts of sending an email (harassment email) that are aversive to a third party or that a third party may dislike
(8) Acts that interfere with or may interfere with the use or operation of a third party's or third party’s equipments System.

Chapter 6 ACALL's obligations, etc.

(Duty of care)

Article 30

1. ACALL shall provide This System with the care of a prudent manager during the period of use of This System.)

(Failures in equipment for this System, etc)

Article 31

1. When ACALL becomes aware that there is a problem with the equipment for This System, ACALL shall notify you to that effect.
2. When ACALL becomes aware of that there is a problem with the equipment for This System, ACALL shall instruct a third party who provides the equipment for This System to repair or restore.
3. In addition to the above, if a problem occurs in This System, you and ACALL shall notify the other party without delay, and after mutual consultation, decide on the countermeasures to be taken by each and then implement them.

Chapter 7 Handling of confidential information, etc.

(Handling of confidential information)

Article 32

1. You and ACALL shall not disclose or leak information that the other party specifies is most confidential in advance in writing amongst the technical, business, and other information provided by the other party in order to carry out this system, and that is specified within the range of confidential information when providing the service, and that is indicated as confidential information, to a third party. However, this does not apply to cases where the other party has given written consent in advance and information that falls under any of the following items.
(1) Information already held without obligation of confidentiality
(2) Information legitimately obtained from a third party without obligation of confidentiality
(3) Information originally developed regardless of the information provided by the other party
(4) Information that has become publicly known before and after receipt without violating the usage contract, etc.
(5) Information provided without designation, specification of scope, or indication that it is confidential information in accordance with this article.
2. Notwithstanding the provisions of the preceding paragraphs, you and ACALL shall be able to disclose information amongst confidential information that should be disclosed based on the provisions of laws and regulations, or at the request of an authorized public office, to the disclosure destination or relevant public offices based on the provisions of the relevant laws and regulations. In this case, you and ACALL shall notify the other party of the fact that the information will be disclosed before the disclosure unless it violates relevant laws and regulations, and if the notification cannot be given before the disclosure, you and ACALL shall promptly do so after the disclosure.
3. The party who receives the confidential information shall take necessary measures to manage the confidential information.
4. The party who receives the confidential information shall use the confidential information provided by the other party only within the scope of the purpose of executing this system, and the materials, etc. (hereinafter referred to as "materials, etc." in this article) that embody the confidential information may be duplicated or modified (hereinafter collectively referred to as "duplication, etc." in this paragraph) within the scope necessary for the execution of this system. In this case, you and ACALL shall treat the duplicated confidential information as the confidential information specified in this article. In addition, if duplication, etc. that exceeds the range necessary for the execution of this system is required, the written consent of the other party shall be obtained in advance.
5. The party who receives the confidential information shall return the materials, etc. (including the confidential information duplicated or modified with the consent of the other party based on paragraph 4 of this article) to the other party at the request of the other party. However, if confidential information is stored in your equipment or the equipment for this system, it shall be completely deleted.
6. The provisions of this article shall continue to exist for two years after the termination of this system.

(Handling of personal information)

Article 33

1. You and ACALL shall use the personal information (referred to as "personal information" stipulated in the Act on the Protection of Personal Information. The same shall apply hereinafter.) contained in This System and other information provided by the other party in order only to carry out This System within the scope of the purpose of carrying out This System, and will not disclose or leak said information to a third party, and related laws and regulations, including the protection of personal information, shall be observed.
2. The provisions of this article shall remain in effect after the termination of This System.

Chapter 8 Damages, etc.

(Limitation of damages)

Article 34

1. Regarding This System or the Usage Contract, etc., the scope of liability for damages owed to you by ACALL shall be decided with mutual consultation based on the damages caused to you due to reasons attributable to ACALL or due to ACALL's breach of the Usage Contract, etc. ACALL shall not be liable for any damages or lost profits arising from reasons not attributable to ACALL.

(Disclaimer)

Article 35

1. ACALL shall not be liable for any dispute, etc. that arises between you and a third party due to your use of This System.

Chapter 9 General Provisions

(Exclusion of antisocial forces

Article 36

1. You and ACALL shall promise to not be a gangster, gang affiliate, an associate member of a gang, a company that drafts a gang, a general assembly shop, political racketeering organizations, special intelligent gangsters, and other similar antisocial forces, and to continue to upkeep this promise in the future.
2. You and ACALL promise not to commit violent demands, unreasonable demands beyond legal responsibility, acts that use threatening behavior or violence in relation to transactions, rumors, counterfeiting, and power acts that damage the credit of ACALL or interfere with the business of ACALL, promote the activities of antisocial forces or contribute to their operation, provide profits to antisocial forces, and perform other similar acts, whether by yourself or via a third party.
3. You and ACALL shall be entitled to terminate this contract without any notice if it is found that the other party violates any of the statements or promises set forth in the preceding two paragraphs.
4. You and ACALL shall not be liable for any damages, losses and expenses (regardless of the name) caused to the other party due to the termination of this contract in accordance with the provisions of the preceding paragraph.

Revised March 29, 2021