These Terms of Use (hereinafter referred to as these "Terms") stipulate the terms of use for the services provided on the website operated by VeriServe Corporation (hereinafter referred to as "Company") (including all content, tools and various services and offerings thereon, hereinafter referred to as the "Site" and the services generally provided on the Site are hereinafter collectively referred to as the "Services"), and it is required that each customer that uses the Site (hereinafter referred to as "Customer") first agrees to these Terms to use the Services.
Customer may, once it registers with the Site (hereinafter referred to as "Registered Customer"), use the fee-free portions of those services. If Registered Customer wishes to use any paid service, it shall execute an agreement with Company under which these Terms serve as the contract terms (hereinafter referred to as "Paid Service Agreement"), and Company shall provide Registered Customer that has executed a Paid Service Agreement (hereinafter referred to as "Contracting Customer") with the relevant paid service. Any Customer invited by Contracting Customer (hereinafter referred to as "User") may, under the responsibility of Contracting Customer, access the relevant paid service.
Chapter I General Provisions
Article 1. Definitions
- Customer means all customers that use the Site.
- Registered Customer means Customer that has completed the Customer registration with the Site.
- Contracting Customer means Registered Customer that has met Company's screening criteria and entered into a Paid Service Agreement with Company. Such agreements only cover corporate domains.
- User means a customer invited by Contracting Customer.
Article 2. Scope of Application
- Customer shall be subject to Article 1 through Article 28 of these Terms.
- Contracting Customer shall be subject to Article 29 through Article 41 of these Terms in addition to the provisions applicable to Customer. Contracting Customer shall cause its Users to assume the obligations equivalent to those stipulated in these Terms.
Article 3. Use of the Site
- Customer shall use the Site in compliance with these Terms.
- Customer's access to the Site is made of its own free will and any use of the Site shall be at Customer's own responsibility.
Article 4. Territory
Company shall provide the Services only within Japan. Provided, however, that if Customer wishes to use the Services outside Japan, Company will accept such a request on the condition that Customer complies with the Foreign Exchange and Foreign Trade Act, the Export Trade Control Order, the Foreign Exchange Order and related ministerial ordinances, as well as laws, rules and regulations of the relevant country(ries), and undergoes any necessary procedures, and only for the following countries where the Services are available:
[Countries where the Services are available]
United States of America, India, Indonesia, Australia, Canada, South Korea, Cambodia, Thailand, Philippines, Vietnam, Malaysia
Article 5. Customer Registration
- The Customer registration is required for the use of the fee-free portions of the services provided by the Site subject to agreement to these Terms.
- The Customer registration shall be made by Customer's filling out of the Company-specified registration form with true and accurate data about itself and transmission of the form to Company via the Site. The Customer registration shall be deemed to have been completed when Company approves the registration for which all Company-specified procedures have been followed.
- Company may not approve a Customer registration application if it is found that the Customer registration applicant has been suspended from using Company's services, including being suspended from registering its ID or having its previous Customer registration canceled, because of any breach of Company terms (including but not limited to these Terms) in the past or any other reason, or there is any false statement in the registration information of the Customer registration applicant, or if Company otherwise determines that it is inappropriate to approve the Customer registration application.
- Only the persons that reside in Japan shall be eligible for the Customer registration.
- The Customer registration is available to Customer without charge. Registered Customer that intends to use the paid portions of the services is required to execute a Paid Service Agreement with Company subject to agreement to these Terms.
Article 6. Management of IDs (Customer Names) and Passwords
- Registered Customer shall use the Site by using the ID (Customer name) set by itself and the password issued by Company or set by itself; the management of which shall be Registered Customer's full responsibility.
- Registered Customer may not assign, lend or disclose to a third party, or allow a third party to use, its ID (Customer name) or password.
- In the event that the ID (Customer name) or password of Registered Customer is used by or otherwise made available to a third party and it results in any disadvantage, damage or other undesirable situation suffered by Registered Customer or a third party, Registered Customer holding the ID (Customer name) shall be fully responsible for such a situation with no responsibility whatsoever on Company's part.
Article 7. Prohibitions
Customer shall not commit any of the following acts in using the Site:
- (1)Any act that infringes or is likely to infringe any patent right, utility model right, design right, trademark right, copyright, portrait right or other property right, privacy right or other personal right, or any other right of Company, a licensor to Company, or any other third party (hereinafter collectively referred to as "Copyrights, etc.");
- (2)Any act that causes or is likely to cause any disadvantage or damage to Company or a third party;
- (3)Any act that damages or is likely to damage the reputation or credit of Company or a third party;
- (4)Any act that provides any information that contradicts or is likely to contradict the factual situation;
- (5)Any act that provides to another Customer or a third party any information that is or is likely to be offensive to public order and morals;
- (6)Any criminal act, or any act that leads to or facilitates a criminal act, or any other act that is likely to cause such a situation;
- (7)Any act that interferes with the normal operation of the Site, including improper access to any Company system and thereby falsifying a program code or location information, using or providing a computer virus or other harmful program or otherwise, or any other act that is likely to cause such a situation;
- (8)Any act that damages or is likely to damage the credit of Company;
- (9)Any act that uses the Site by impersonating a third party by using the ID of another Customer or any other means;
- (10)Any act that relates to or is suspected of relating to any criminal proceeds or terrorism financing;
- (11)Any act that violates any law, order, rule, municipal ordinance or other standard established by any public agency; or
- (12)Any other act that Company otherwise deems inappropriate.
Article 8. Cessation of Provision of Services, Cancellation of Customer Registration, etc.
In the event that Customer falls under any of the following grounds or Company otherwise determines that it is inappropriate to provide the Services to Customer, Company may, without prior notice to Customer, restrict or cease Customer's use of the Services, cancel these Terms and the Customer registration of Customer, and take any other measures that Company reasonably determines necessary.
- (1)It is found that Customer has been suspended from using Company's services, including being suspended from registering its ID or having its previous Customer registration canceled, because of any breach of Company terms (including but not limited to these Terms) in the past or any other reason;
- (2)If Customer has committed any act prescribed in Article 7 (Prohibitions); or
- (3)If Customer has otherwise violated Company terms (including but not limited to these Terms).
Article 9. Change, Interruption or Suspension of Services
If any of the following grounds applies, Company may change, interrupt or suspend the Services without prior notice to Customer and without consent of Customer. Company shall not be liable for any damage that Customer may suffer as a result of such an action.
- (1)Such an action is necessary for the maintenance of the Site (only in an emergency);
- (2)The system operation becomes difficult due to an obstruction or other act by a third party;
- (3)Company is unable to provide the services due to a natural disaster, war, fire, riot, civil war, terrorism, serious disease spread or other force majeure, enactment, revision or abolition of any law, order or disposition by public authority, act of dispute, accident in transportation, communication lines or other infrastructure, power outage or any other reason not attributable to Company; or
- (4)Company otherwise determines that such an action is reasonably necessary for the operation of the Site.
Article 10. Discontinuation of Services
Company may, at its discretion, discontinue the provision of part or all of the Services without assuming any responsibility by giving one (1) month or more of prior notice to Customer by any means of Company. Provided, however, if there is a special provision on the discontinuation of the Services in other related terms or rules, such provision shall apply.
Article 11. Subcontracting
- Company may, under its responsibility, subcontract to a third party all or part of the operations related to the Services provided by Company.
- For Company's subcontracting of any operation under the preceding paragraph, Company shall be responsible for the appointment and supervision of the subcontractor and the results of the operation performed by the subcontractor.
Article 12. Maintenance of Usage Environment
- Customer shall prepare all equipment, software, communication environments and means necessary for its use of the Site at its cost and responsibility. It is the responsibility of Customer to fully cover any communication costs necessary for its use of the Site.
- Customer shall be responsible for the management of any information and communication equipment held by Customer. Customer shall be responsible for taking security measures, including preventing infections with computer viruses or other harmful programs, unauthorized access or information leakages, depending on its usage environment.
- Company has no involvement with, and in no event shall it be responsible for, Customer's usage environment.
Article 13. Handling and Confidentiality of Personal Information
- Company shall properly handle any personally identifiable information provided by Customer to the Site (hereinafter referred to as "Personal Information") in accordance with the Act on the Protection of Personal Information and other related laws and regulations as well as the privacy policy and personal information protection policy separately stipulated by Company.
Company will not disclose any Personal Information of Customer to a third party without consent of Customer except when Company consigns the handling of Personal Information to a partner company under a confidentiality agreement. Provided, however, that Company may disclose Personal Information in the following cases:
- (1)Cases in which at Company's reasonable judgment disclosure is required based on laws and regulations;
- (2)Cases in which at Company's judgment there is a need to protect the life, wellbeing, or property of an individual, and it is difficult to obtain the consent of the person to whom the Personal Information belongs;
- (3)Cases in which at Company's judgment there is a special need to improve public wellbeing or promote healthy child development, and it is difficult to obtain the consent of the person to whom the Personal Information belongs; or
- (4)Cases in which at Company's judgment there is a need to cooperate with a national government organ, local government, or person entrusted thereby with performing the functions prescribed by laws and regulations, and obtaining the consent of the person to whom the Personal Information belongs is likely to interfere with the performance of those functions.
- Customer and Company stipulate that, of any technical, operational or other business information that may be provided to either party by the other party for the performance of the Services, information that the other party discloses in writing by specifying the confidential nature thereof, or disclosed orally by indicating the confidential nature thereof and reduced to writing identifying further details within thirty (30) days from the disclosure, shall be deemed confidential information.
Neither Customer nor Company shall be bound by the provision of the preceding paragraph in case of information that falls under any of the following items:
- (1)Information that is already in the possession of Customer or Company receiving such information, as the case may be, at the time of the disclosure by the other party;
- (2)Information that is already in the public domain at the time of the disclosure by the other party or thereafter becomes part of the public domain due to any reason not attributable to Customer or Company receiving such information, as the case may be;
- (3)Information that is lawfully obtained by Customer or Company from a third party before the disclosure by the other party; or
- (4)Information that is independently developed or generated by Customer or Company without relying upon any confidential information disclosed by the other party.
- Neither Customer nor Company shall, and each shall take necessary measures not to, disclose or leak any confidential information to a third party. Provided, however, that either party may disclose confidential information to a third party after obtaining the prior written consent of the other party. If disclosure is required by any legal provision or requested by public authority, either party may disclose confidential information to the intended recipient under such legal provision.
- Each party shall use confidential information only within the scope of purposes of the Services and shall obtain the prior written consent from the other party if it needs any reproduction or alteration of confidential information beyond the scope of purposes of the Services.
- If either party receives the other party's return request, it shall promptly return to the other party any originals of confidential information that are returnable together with any copies thereof. Destruction of any unreturnable originals retained by either party shall require consent of the other party followed by the submission of a certificate of destruction or similar document to the other party, and no confidential information shall be further retained at such party.
Article 14. Use of Cookies
- The Site uses cookies. Cookies mean data files that will be stored on a device such as a computer used by Customer when accessing the website. The use of cookies allows the website to learn what pages Customer views and how long Customer is viewing on the website, and to obtain other information about Customer's use of the website on its device. Cookies do not contain any personally identifiable information.
Company uses stored cookies for the following purposes:
- (1)To improve the convenience of the Site such as enabling more streamlined entries of IDs, passwords or other information;
- (2)To display information tailored to Customer interests;
- (3)To analyze the situation of access to the Site; and
- (4)To deliver advertisements.
- To achieve the purposes listed in the preceding paragraph, Company may use services provided by a third party. In this case, the third party providing the services may acquire the same cookies as those acquired by Company.
- If Customer does not wish to allow the use of cookies, it may disable them by itself. However, disabling cookies may prevent Customer from using certain services on the Site.
Article 15. Service Analyses
- Company may accumulate statistical and other information relating to the performance, operation and use of the respective services and may use each service environment data in an integrated form for the purpose of security and operation management (hereinafter referred to as "Service Analyses").
- Any intellectual property right to the Service Analyses shall belong to Company.
Article 16. Intellectual Property Rights
- Any copyright, patent right, know-how and any other intellectual property rights to and in all content in the Site (including but not limited to texts, graphics, logos, button icons, images, audio clips, digitally downloaded files, edited data and software; the same shall apply hereinafter) (hereinafter referred to as "Copyrights, etc.") are retained or managed by Company or a third party, and Customer may not use such content (including but not limited to by reproducing, modifying, uploading, displaying, transmitting, distributing, licensing, selling, publishing, reverse engineering or otherwise; the same shall apply hereinafter) without the prior written permission of Company. Customer may not reproduce any content of the Site on other websites, books or other media, share on social media or other platforms, or use in any work or material for profit purposes.
- Notwithstanding the preceding paragraph, Customer may use any content of the Site without the prior written permission of Company only for its private use. Copyrights, etc. to any content created by Customer in connection with its use of the Services shall belong to Customer without involvement of Company.
- Nevertheless, no license shall be granted to Customer regarding Copyrights, etc. to the Site content under the preceding paragraph. Company makes no warranty on the Site content regarding its accuracy, validity or usability. Any use of the Site content by Customer shall be at its own risk.
- Company does not warrant that the Site will not infringe any Copyrights, etc. of a third party. If Company learns that the Site infringes any Copyrights, etc. of a third party, it shall, at its discretion, take measures so that the Site does not infringe such third-party Copyrights, etc. In this case, Company may change any of the content of the Site or the terms under which the Site is provided or partially discontinue the Site as necessary.
Article 17. Submitted Content
- Customer shall be fully responsible for its entries on the Site, including registering with the Site, making a statement or comment on the Site, or uploading a file or data and associated information to the Site (hereinafter collectively referred to as "Submitted Content," excluding Personal Information), and in the event that Customer causes any trouble as a result of its breach of this paragraph or the following paragraph, it shall take appropriate measures so as not to cause any disadvantage, burden or damage to Company.
Customer agrees with the Company in relation to its Submitted Content that:
- (1)Customer warrants that its Submitted Content does not infringe any Copyrights, etc. of a third party, and it will address, at its cost and responsibility, any claim made by a third party alleging infringement of any Copyrights, etc. of the third party and not cause any disadvantage, burden or damage to Company;
- (2)Company may prescreen Submitted Content, and if it deems it reasonably necessary for the operation of the Site, take any of the following actions without notice to Customer:
[1] Modify or edit and then publish Submitted Content;
[2]Suspend or discontinue the publication of Submitted Content; or
[3]Modify or delete the published Submitted Content., - (3)Company is not liable for any damage that Customer may suffer in relation to its Submitted Content including any damage associated with any action as prescribed in the preceding item.
Article 18. Placement of Advertisements
- The content of any advertisement placed on the Site, including its validity, accuracy, suitability or legality, shall be under the full responsibility of the relevant advertiser with no responsibility whatsoever on Company's part.
- Company shall have no responsibility for any service provided to Customer of the Site via an advertisement placed on the Site or a link from such advertisement, and any complaint or trouble that Customer may have in relation to such service shall be resolved between the relevant advertiser and Customer.
Article 19. Inquiries about Services
Customer may send an inquiry or request about the Services (for operational assistance, failures, etc.) to the point of contact established for each service and Company shall send the response to such inquiry or request to Customer.
Article 20. Damages
- Except as specifically provided in these Terms, Company makes no warranty in connection with its provision of the Services to Customer, express or implied, including but not limited to warranties as to fitness for a particular purpose, validity of functions and effects, service quality, safety against threats, merchantability, integrity, accuracy of the services, identity or consistency of data reproduced, transferred or moved, non-infringement of third-party rights, proper functioning of devices or equipment provided to Customer under the Services, or constant provision of the Services.
- In the event that Customer suffers any damage due to any reason attributable to Company or any breach of these Terms by Company, Company shall be liable to compensate Customer only for any ordinary damage actually caused to Customer directly by such reason attributable to Company or such breach of these Terms by Company. In no event shall the amount of compensation exceed the one (1) month's usage fee for the paid services as referred to in Article 31. Provided, however, that this shall not apply if Customer suffers any damage under special circumstances in which Company was willful or grossly negligent.
- Customer shall resolve, at its responsibility and cost, any dispute with Company or a third party, or any damage to Company or a third party caused by its use of the Services. Further, if Customer is at fault for causing any damage to Company in connection with its use of the Services, Company may claim compensation from Customer for such damage.
Article 21. Disclaimer
- Company shall be exempted from its liability for any damage suffered by Customer as a result of Company's processing of clerical tasks based on Customer's registration information (including but not limited to any damage caused by Customer's failure to make a necessary change to its registration information).
- If Company is obliged to make notice to Customer, it shall be deemed that Company has fulfilled its obligation when notice is sent to the email address that had been registered by Customer.
- Company shall not be liable for any damage arising from any reason not attributable to Company or under any special circumstances, whether or not foreseeable by Company, lost profits, or damage arising under a third-party compensation claim, suffered by Customer.
- If any dispute arises between Customer and another Customer or between Customer and a non-Customer third party in connection with the use of the Site, such dispute shall be resolved between the disputing parties under their responsibility without causing any trouble or damage to Company.
- While Company endeavors to ensure that the content of the Site reflects updated and accurate information, it makes no warranty and shall not be responsible for the accuracy, integrity, reliability, safety or other features thereof (including the non-existence of computer viruses or other harmful materials therein).
- Company has no knowledge of, and shall have no responsibility for, any information, service or other content in other websites linked to the Site.
- Company shall not be responsible for any difficulty experienced by Customer due to a defect or failure in telecommunication lines or system equipment or an interruption, disconnection or congestion in telecommunication lines. For the purpose of this paragraph, telecommunication lines or system equipment shall include all Company hardware, software, and telecommunication lines connecting them.
- In addition to the preceding paragraph, Company shall not be liable for any failure in a system used by Customer, any other damage or loss suffered by Customer not attributable to Company.
Article 22. Elimination of Antisocial Forces
Customer represents and warrants the matters as specified in the following items in relation to any business conducted by itself:
- (1)It does not fall under an organized crime group, a member of an organized crime group, a quasi-member of an organized crime group, a person associated with an organized crime group, a company associated with an organized crime group, a corporate racketeer, an extortionist advocating social movement, a special intelligence violence group, or any other person equivalent thereto (hereinafter collectively referred to as "Antisocial Forces");
- (2)It has never fallen under Antisocial Forces in five (5) years preceding its Customer registration;
- (3)It does not exploit Antisocial Forces or commit any other act equivalent thereto;
- (4)It does not fund Antisocial Forces or commit any other act equivalent thereto; or
- (5)It does not commit any act that damages the other party's reputation or credit or obstructs the other party's business, or make an unreasonable demand, or commit any other act equivalent thereto, by claiming to be Antisocial Forces or otherwise.
- In the event that Customer breaches any representation or warranty made by it under the preceding paragraph, Company may immediately restrict or suspend Customer's use of the Services, cancel these Terms or the Paid Service Agreement with Customer, cancel Customer registration, and take other measures that Company reasonably determines necessary, without being required to make a demand against Customer or undergo any other procedures.
- If this agreement is canceled under the preceding paragraph, any outstanding obligation that Customer then owes to Company shall be accelerated and immediately due and payable by Customer to Company with compensation for any damage incurred by Company. Customer may not make any claim against Company for any damage incurred by Customer as a result of the cancellation.
Article 23. Amendment to Terms
If the situation falls under any of the following items, Company may amend all or part of these Terms pursuant to the provisions of Article 548-4 of the Civil Code and, as needed, notify Customer of such amendment by means that Company considers appropriate. Any portion of the Services that Company has already started providing to Customer shall also be governed by these Terms so amended.
- (1)If the amendment to these Terms conforms to the general interest of Customer; or
- (2)If the amendment to these Terms does not run afoul of the purpose of the Services and it is reasonable in light of the circumstances concerning the amendment, such as the necessity of the amendment, the appropriateness of the details of the amended conditions, and the details of such provisions.
- If Company is to amend these Terms under the preceding paragraph, it will make the intention to amend these Terms, the details of the amended Terms, and the time when the amendment takes effect known to Customer by means specified by Company such as emailing to Customer or posting a notice on the Site. If Customer continues its use of the Services after any amendment to these Terms is made, Customer shall be deemed to have consented to such amendment.
- The provision of the preceding paragraph shall not apply if the consent to the amended Terms has been separately obtained from Customer.
- Customer should review the current terms of use whenever it uses the Services.
Article 24. Assignment of Rights, etc.
Customer may not assign, sell or purchase, lend, provide as collateral or otherwise make available to a third party its right to receive the Services or any other rights afforded to Customer under these Terms.
Article 25. Severability
- Even if any part of the provisions of these Terms, any Paid Service Agreement or other agreement is found to be invalid under any applicable law, the other provisions of these Terms, the Paid Service Agreement or other agreement shall remain valid.
- Even if any part of these Terms or any related terms or rules has become invalid or been revoked in the relationship with a certain Customer, these Terms and such related terms or rules shall remain valid in the relationship with other Customers.
Article 26. Consultation
If any ambiguity arises in connection with the performance of the Services, Customer and Company shall endeavor to settle the situation through good faith consultation in accordance with the applicable legal provisions and general practice.
Article 27. Language
These Terms have been drawn up in the Japanese language and translated into the English language. The Japanese version shall be deemed authentic and shall prevail in the event of any inconsistency or discrepancy between those two language versions.
Article 28. Governing Law and Consensual Jurisdiction
These Terms and any Paid Service Agreement shall be governed by the laws of Japan and any lawsuit that may arise between Customer and Company shall be subject to the exclusive jurisdiction of the Tokyo District Court for the first instance.
Chapter II Paid Services
Article 29. Execution of a Paid Service Agreement, etc.
- As of the time of Company's giving approval to Contracting Customer that has applied for the use of any paid service through the offer procedures separately specified by Company (hereinafter referred to as an "Offer"), a Paid Service Agreement shall be deemed to have been formed between the parties (hereinafter referred to as the "Date of Contract Formation"). Contracting Customer shall review the content of the Paid Service Agreement and the privacy policy separately specified by Company before making an Offer, and Contracting Customer's application for the use of paid service through the Offer shall constitute its consent to the Paid Service Agreement and the privacy policy.
If Company finds any of the following grounds with respect to an Offer from Contracting Customer, it may not approve Contracting Customer's application for the use of the relevant paid service without assuming any obligation to disclose the reason of its non-approval.
- (1)Contracting Customer has made a false statement;
- (2)Contracting Customer is likely to fail to pay the fee for its use of the paid service;
- (3)The provision of the paid service is technically difficult;
- (4)Contracting Customer has violated any contract with Company in the past;
- (5)There is a hindrance to the performance of Company's operations; or
- (6)Company otherwise deems it inappropriate.
- A Paid Service Agreement stipulates the agreement between Contracting Customer and Company as of the Date of Contract Formation, and if any prior agreement, document or instrument mutually exchanged between the parties differs from any content of a Paid Service Agreement, then the content of the Paid Service Agreement shall prevail.
- The matters contained in a Paid Service Agreement shall constitute the entire agreement between Contracting Customer and Company with respect thereto and neither Contracting Customer nor Company shall assume any obligation or responsibility to the other party regarding the Paid Service Agreement or paid services beyond the matters specified in the Paid Service Agreement between the parties.
Article 30. Validity Period of a Paid Service Agreement
- The commencement date of the use of a paid service shall be the same as the Date of Contract Formation under the preceding Article, paragraph 1 and the duration of the provision of such paid service shall be to the same as the validity period of the relevant Paid Service Agreement as specified in the following paragraph or paragraph 3.
- A Paid Service Agreement shall come into effect as of the Date of Contract Formation, and for the plans with a certain validity period that is set based on the commencement date of the use as shown on the Site (hereinafter referred to as the "Unit Validity Period"), shall be in effect until the last day of the applicable Unit Validity Period. Provided, however, that if Contracting Customer does not perform Company-specified termination procedures no later than forty-five (45) days before the last day of the Unit Validity Period for a Paid Service Agreement, the Paid Service Agreement shall be extended for the subsequent Unit Validity Period on the same terms and conditions, and the same shall apply thereafter. Even in case of a premature termination of a Paid Service Agreement during its validity period, no refund of the relevant paid service fee (hereinafter referred to as "Service Fee") from Company shall be available.
- For the plans with no set Unit Validity Period, a Paid Service Agreement shall come into effect as of the Date of Contract Formation and be in effect until the time when Contracting Customer ceases to use the relevant paid service.
Article 31. Fees and Payment Method
- The applicable Service Fees shall be as separately specified.
- If Company deems a revision to a Service Fee necessary considering the circumstances, such as any change in the content of the relevant Paid Service Agreement, prices and market conditions, or revision to taxes and public dues, it may revise the Service Fee provided that it first notifies Contracting Customer of the intended date of revision and revised Service Fee.
- Pursuant to the Paid Service Agreement, Contracting Customer shall pay the applicable Service Fee to Company according to an invoice issued by Company and by means specified in its Offer.
- The Service Fees shall be exclusive of consumption tax and Contracting Customer shall pay Company the applicable Service Fee plus the amount corresponding to consumption tax applicable thereto.
- In the event that Contracting Customer delays its payment under the preceding two paragraphs, it shall pay Company, as a delinquency charge, the amount calculated at the rate of fourteen point six percent (14.6%) per annum on the unpaid amount according to the number of days from the day following the due date until the day preceding the due date.
- It is the responsibility of Contracting Customer to cover any fee charged by a financial institution or other cost necessary for making a payment.
Article 32. Provision of Information
- Company may request from Contracting Customer any information necessary for the provision of the relevant paid service to Contracting Customer, at the time of Contracting Customer's Offer for a Paid Service Agreement and in the course of the provisions of the paid service, and Contracting Customer shall provide requested information to Company.
Company may include the following information related to Contracting Customer free of charge, on its website, advertisements, brochures and other sales materials, as part of its achievements for the purpose of advertising and promoting Company, unless specifically requested by Contracting Customer.
- Name of the company under which Contracting Customer made an Offer
- Company and service logos
- When making an Offer for a Paid Service Agreement, Contracting Customer shall notify Company of the information about its point of contact. Company shall send notice, announcement and other correspondence related to the relevant paid service to such point of contact, and if Company is obliged to make any notice, announcement or other correspondence to Contracting Customer under the Paid Service Agreement, it shall be deemed that Company has fulfilled the said obligation when such notice, announcement or other correspondence is so sent to the point of contact.
- If any matter communicated to Company at the time of Contracting Customer's Offer for a Paid Service Agreement (including the point of contact) changes thereafter, Contracting Customer shall promptly notify Company of the information after the change.
Article 33. Maintenance and Management in Using Paid Services, etc.
- In using the paid services, Contracting Customer shall be responsible for appropriately managing and causing its Users to appropriately manage any accounts and passwords issued by Company or set by Contracting Customer, as well as server facilities, communication facilities and lines and other information, equipment, software, systems and other property required to be maintained and managed by Contracting Customer in connection with the Services. Contracting Customer shall be fully responsible for any consequence of the management of its property (including any consequence of a Company-issued or Contracting Customer-set account or password having been disclosed or leaked by a User to a third party or inferred by a third party) with no responsibility whatsoever on Company's part.
- Contracting Customer shall immediately notify Company if it becomes aware of any unauthorized use of its account or password (or a threat thereof).
Article 34. Backup of Contracting Customer Data
Contracting Customer shall be responsible for retaining backups of the data and information registered or stored in the paid service environment that Contracting Customer deems critical. The basic backup operation and management on the paid services shall be in accordance with the following:
- (1)Backup of databases once per 24 hours
- (2)Restoration of data that exists within a maximum of 24 hours preceding any failure
- (3)Backup of systems covering the current versions only
- (4)Backup of access logs for applications and web servers (two years' worth of logs are retained)
Article 35. Responsibility for Contracting Customer Data
- Even if any damage, unavailability or leakage of Contracting Customer data stored on a server or elsewhere and used by Contracting Customer for itself or its customers on the paid services (hereinafter referred to as "Contracting Customer Data") causes any damage to Contracting Customer, Company shall not be liable to compensate Contracting Customer or third parties including customers of Contracting Customer for such damage. Provided, however, that this shall not apply if Company was willful or grossly negligent in causing such damage.
- If Contracting Customer Data includes or may include any Personal Information, Contracting Customer shall first notify Company in writing of such inclusion or possible inclusion of Personal Information in Contracting Customer Data. In the absence of such notice, Company may handle Contracting Customer Data by deeming that no Personal Information exists in such data.
- Company shall not be responsible for any failed delivery during transmission over communication lines, any variation in Contracting Customer Data, or the preservation of Contracting Customer Data. Provided, however, that this shall not apply if Company was willful or grossly negligent in causing such damage.
Article 36. Handling of Contracting Customer Data Upon the End of Paid Services
Contracting Customer consents in advance that, if a Paid Service Agreement expires, is terminated prematurely under Article 30, paragraph 2, or canceled under Article 40 and the paid service thereunder ends accordingly, Contracting Customer will not be able to refer to, view, manipulate, acquire or otherwise use the data that it has registered or stored in the Company service environment before the end of the paid service.
Article 37. Discontinuation of Paid Services
Company may discontinue a paid service if Company has any unavoidable reason to do so, and in this case, the applicable Paid Service Agreement shall be terminated upon the end of the relevant service. When doing so, Company shall notify Contracting Customer at least one (1) month before the discontinuation.
Article 38. Suspension of Paid Services
Company may temporarily suspend the provision of any paid service if the situation falls under either of the following items. If Company intends to suspend any paid service, it shall first notify Contracting Customer of the date and time of suspension and information about the paid service to be suspended. However, this shall not apply in emergency situations.
- (1)When scheduled maintenance work is performed by Company; or
- (2)When scheduled maintenance, construction or other work is performed for any equipment dedicated for the paid service, other equipment or facilities provided by a provider of Internet connections or telecommunications facilities used by Company.
Company may suspend all or part of any paid service without the prior notice to Contracting Customer in the event of any force majeure or other situation as specified in the following items, and Contracting Customer consents that Company shall be exempted from its liability for any damage that Contracting Customer may suffer from such suspension.
- (1)A fire or power outage not attributable to Company;
- (2)A natural disaster such as an earthquake, flood, tsunami, eruption or serious disease spread;
- (3)A human-caused obstruction such as a war, disturbance, riot, civil war, revolution, terrorism or labor dispute;
- (4)Enactment, revision or abolition of any law, order or disposition by public authority;
- (5)Unavailability of communication lines dedicated for the Services provided by a telecommunications carrier; or
- (6)Any other force majeure similar to those listed in the preceding five items.
Company may suspend all or part of any paid service in the event that any of the situations as listed in the following items arise on the part of Contracting Customer, and Contracting Customer consents that Company shall be exempted from its liability for any damage that Contracting Customer may suffer from such suspension.
- (1)Contracting Customer delays its payment of the paid service fee as specified in Article 31 and such delay remains unremedied despite Company's demand for payment;
- (2)Contracting Customer violates any provision of the Paid Service Agreement; or
- (3)Beyond the cases listed in the preceding two items, Company has sufficient probable cause to believe that Contracting Customer significantly disturbs or is likely to significantly disturb Company's provision of the paid services or other operations due to any reason attributable to Contracting Customer.
- If it becomes difficult to provide any paid service due to any force majeure or other situation as specified in this Article, paragraph 2, Company may tentatively change its way of providing the paid service to Contracting Customer or amend the content of the applicable Paid Service Agreement.
Article 39. Security
- Company shall implement the security safeguards prescribed by Company over the paid services delivery environments to ensure the safety thereof. Provided, however, that Company does not in any way warrant that it will completely prevent any unauthorized access to the paid services delivery environments or unauthorized use of cloud services.
- Contracting Customer understands that software running on a computer (including software provided as part of the paid services) may have security vulnerabilities and shall, at its discretion, apply a patch to such software provided by the relevant licensor or other third party and take any other necessary measures.
- Company shall not be liable for any damage suffered by Contracting Customer or a third party from a security vulnerability in software running on its computer such as an operating system.
Article 40. Cancellation
Either party may cancel a Paid Service Agreement without making any demand in the event that the other party falls under any of the following items, upon written notice to the other party.
- (1)The other party fails to perform any of its obligations under the Paid Service Agreement and such non-performance remains unremedied even after the lapse of a reasonable remediation period specified in a written demand from the non-breaching party;
- (2)The other party files or is served with a petition for a provisional seizure, seizure or auction, or the commencement of bankruptcy, civil rehabilitation or corporate reorganization proceedings, or becomes subject to a provisional seizure for delinquent taxes and dues;
- (3)The other party suspends or discontinues its business;
- (4)The other party notifies its creditors of the suspension of repayment of its debts or otherwise admits its inability to repay its debts, or has a negotiable instrument or check drawn or accepted by it dishonored;
- (5)The board of directors or the representative director of the other party decides or approves the transfer or acquisition of all or part of the other party's business; or
- (6)The board of directors or the representative director of the other party decides or approves the dissolution.
Article 41. Post-Termination Effect
Despite the expiration of the duration, premature termination or cancellation of any paid service, the provisions of Article 13 (Handling and Confidentiality of Personal Information), Article 15 (Service Analyses), Article 20 (Damages), Article 25 (Severability), Article 26 (Consultation), Article 28 (Governing Law and Consensual Jurisdiction) and this Article shall remain in effect.
Established on November 6, 2023Applied on March 5, 2025