These Terms of Use (these “Terms of Use”) have been established by Citadel AI (the “Company”) with respect to the use of the services provided by the Company. These Terms of Use provide for the details of services provided by the Company to its clients as users, manners of transactions with its clients and other relations of rights and obligations between the Company and its clients and, if a prospective client does not agree to these Terms of Use, the Company cannot provide any Services (defined in Article 2 below) to such a prospective client. Each client should fully read these Terms of Use without fail, prior to its commencement of use of the Services.
Article 1 Scope of Application
1. The purpose of this Terms of Use is to set forth the rights and obligations between the Company and Users (defined in Article 2 below), and Terms of Use shall be applied to any and all relationships between the Company and Users concerning the use of the Services.
2. Any and all terms, regulations, or other rules concerning the Services that are posted on the Company’s website from time to time shall constitute a part of these Terms of Use.
3. If the Company separately enters into a contract with the User in relation to the use of the Services, the provisions of the contract shall take precedence over these Terms of Use.
Article 2 Definitions
The capitalized terms used in these Terms of Use shall have the meanings set forth below.
(1) “User” means each user of the Services entering into a Service Contract with the Company in accordance with Article 3.4 below;
(2) “Registered User” means a User and an entity/individual which may be registered as the user of the Services by the User (the “Registrant”). The Registrant must be the employee of the same company as the User unless otherwise agreed in writing with the Company;
(3) “Editor User” means a Registered User who has the authority to generate and edit Reports;
(4) “User Information” has the meaning defined in Article 3.1 below;
(5) “Intellectual Property Rights” collectively means copyrights, patent rights, utility model rights, trademark rights, design rights and other intellectual property rights (including rights to obtain them or apply for registration of them);
(6) “Services” means the software services provided by the Company for the User and specified in the “Services to be subscribed” as set forth in the “Citadel AI Services Application” (the “Application Form“);
(7) “Service Applicant” has the meaning defined in Article 3.1 below;
(8) “Service Contract” has the meaning defined in Article 3.4 below;
(9) “Personal Information” has the meaning defined in the Act on the Protection of Personal Information (Act No. 57 of 2003);
(10) “Downloaded Report” means a report in PDF format generated using the Services and downloaded from the Services;
(11) “Interactive Report” means a report generated using the Services, other than a Downloaded Report;
(12) “Report” shall encompass both Downloaded Reports and Interactive Reports;
Article 3 Application for Use
1. An entity/individual desiring the use of the Services (“Service Applicant”) may apply to the Company for the use of the Services by submitting to the Company an application form designated by the Company containing certain information required by the Company (“User Information”) (such an application form is referred to as an “Application Form”). Each Service Applicant should confirm the terms and conditions of these Terms of Use when applying for the use of the Services and shall be regarded as having consented to these Terms of Use by submitting to the Company an Application Form.
2. The application for the use of the Services must necessarily be made by an individual or the corporate representative of an entity intending to use the Services, for himself/herself/itself, not by an agent, in principle. When applying for the use of the Services, a Service Applicant must provide the Company with true, accurate and latest information.
3. The Company may reject an application for use of the Services submitted in accordance with Paragraph 1 of this Article if the applicant falls under any of the following Items:
(1)The Company judges that the applicant threatens to violate these Terms of Use;
(2)All or part of the User Information provided to the Company is false, incorrect or insufficient;
(3)A Service Contract with the applicant has ever been canceled;
(4)The Company judges that the applicant is an Anti-social Forces (which means a Boryokudan (organized crime group), member of a Boryokudan, other anti-social force, right-wing organization or equivalent to any of the foregoing; the same below) or has any relationship of interaction or involvement with an Anti-Social Forces such as the relationship of contributing to or being involved with the maintenance, operation or management of an Anti-Social Forces through provision of funds and others; or
(5)Otherwise, the Company judges the use of the Services by the applicant inappropriate.
4. The Company shall decide whether or not to accept the applicant as a user of the Services based on the provisions of the immediately preceding Paragraph and other criteria of the Company and, if deciding on accepting, notify the Service Applicant the decision in writing or by Fax or electronic mail, on which notification an agreement with the Service Applicant concerning the use of the Services in accordance with the Application Form for Citadel AI Services and the provisions of Terms of Use (collectively referred as the “Service Contract“) shall be established between the Company and the Service Applicant.
5. If there occurs any change in the User Information of a User, the User shall notify the Company thereof and provide the Company with relevant material(s) required by the Company, in a manner prescribed by the Company, not later than thirty (30) days prior to the scheduled date of such change. If the User fails to give such notice to the Company, the Company may perform various notification or others in accordance with the existing User Information and the User may not contend the non-arrival of such notification or others and the Company shall not be liable to the User for any damage suffered by the User due to such non-arrival.
6. The User may increase the number of Editor User accounts and paid optional features during the term of the Service Contract upon submitting a written or electronic request. In that case, the monthly fee will be changed from the month immediately following the month in which the increase in the number of accounts or paid optional features is requested. The number of Editor User accounts and paid optional features cannot be reduced during the term of the Service Contract.
Article 4 Use of the Services
1. Each User may use the Services in manners prescribed by the Company, during the effective period of the Service Contract with the User, in accordance with these Terms of Use.
2. Each User, understanding that the Services are provided for the purpose of the use by the User and Registrant of software services of the Company (the “Purpose”), shall not use the Services in any manner other than the Purpose unless otherwise approved in a written agreement with the Company. No User may assign, lease, sell or otherwise provide the right for use of the Services to any third party, for whatever purpose. In the event that a User uses any Service for a purpose other than the Purpose without the approval of the Company, the Company may terminate the Service Contract with the User and stop the provision of the Services, without any notice to the User and not bearing the liability to compensate for damage or others accordingly sustained by the User.
3. Unless otherwise specified in the Terms of Use, the Services shall be provided only within Japan.
4. Each User may cause or allow his/her/its Registrant to use the Services on condition of causing the Registrant to comply with the relevant terms and conditions stipulated in this Article. In such a case, the User shall be fully liable for the conduct of the Registrant.
Article 5 Types and Other Details of Services
1. Generally, the details of the Services shall be as set forth in the manuals of the Services. The types, fees and other terms and conditions for use of the Services which each User may use shall be agreed on the Application Form of the User.
2. Each User shall use the Services accepting the following matters:
(1) There may occur disturbances with the Services including but not limited to cases referred to in Article 16 below;
(2) The Company shall not be liable for disturbance of the Services except for cases where they are caused willingly or negligently by the Company;
(3) There is the possibility that the response of each User’s interface will be degraded on account of equipment, or others used for the Services;
(4) The Services cannot block all unauthorized accesses by third parties:
(5) Even accesses by third parties which a User considers proper may be blocked by the Services;
(6) Under the Services, third parties’ accesses to each User’s system will pass through the Services or the equipment utilized for the Services for supervision, analysis and investigation; and
(7) There is the possibility that malfunctioning of software will occur at the time of the installation or modification of the Services.
3. The following services shall not be provided to Users except if otherwise specifically agreed on the Application Form:
(1) Response to inquiries concerning or disturbances of software or hardware:
(2) Provision of magnetic tape media, floppy disks, ink ribbons, paper or other consumables, and
(3) Response to inquiries concerning the content, revision, or any other points of specifications concerning the Services.
4. In the Services, the Company shall perform data processing activities aiming at the detection of abnormality with, protection of, and for any other purposes the data provided by User and Registrant to the Company in the course of the use of the Services (including but not limited to data containing Personal Information; the “User Data”), which activities each User entrusts to the Company in entering into a Service Contract.
Article 6 Fees
1. The amounts and calculation methods of the fees for use of the Services (collectively, the “Fees”) shall be as provided in the Application Form of each User. Each User shall pay the Fees and the consumption taxes thereon for the effective period of the Service Contract of the User provided for in Article 19 below
2. If a User fails to pay any Fee due and payable, the Company may suspend the provision of the Services. Even during the period of such suspension, the User shall continue to be liable to pay the Fees for the Services covered by the Service Contract of the User.
3. Even during the suspension of the provision of the Services based on Article 11 below or unavailability of the Services due to any other reason, Users concerned shall continue to be liable to pay the Fees for the Services covered by their Service Contract; provided, however, that in the case that the situation that any Services cannot be used at all (the “Impossibility of Use”) due to any reason attributable to the Company continues for twenty-four (24) hours or more, Users concerned shall not be liable to pay the Fee for the Service corresponding to the days of such Impossibility of Use (any fraction less than one day shall be discarded) and the consumption taxes thereon.
Article 7 Manner of Payment
1. The Fees and the consumption taxes thereon shall be paid to the Company in the manner of either of the following Items (1) and (2). The transfer fees and other expenses concerning such payments shall be borne by Users.
(1) By invoice
To pay not later than a specific date designated by the Company in the manner of (i) payment to the Company or a financial institution appointed by the Company or (ii) withdrawal from the User-designated bank account by a collection agent entrusted by the Company, respectively in accordance with an invoice issued by the Company; or
(2) Other method which the Company determines
2. Invoices and receipts concerning Fees shall be issued to each User in the manner of transmitting by electronic mail; provided, however, that each User may request that invoices and receipts be issued in writing on condition of bearing the relevant expenses separately agreed.
3. If a User fails to timely pay any Fee, the User shall be obligated to pay the delay damages for such delay as calculated at the annual rate of fourteen point six percent (14.6%), in addition to the amount of the Fee.
4. The Company shall not be obligated to refund any Fee paid, in any case, except as otherwise specifically provided herein.
5. Any and all disputes regarding Fees arising between a User and a financial institution concerning the payment and other settlement method of Fees shall be solved at the expense and responsibility of the User, for which the Company shall not be responsible in any respect.
Article 8 Use of API
1. API access provided under the Service Contract may only be used by authorized Editor Users. The User shall not resell, share, or distribute API access or tokens to third parties unless expressly authorized by the Company.
2. Using the API in any way that circumvents or attempts to circumvent license terms and conditions under the Service Contract is strictly prohibited.
3. The Company reserves the right to monitor the use of the API to ensure compliance with the Service Contract. If a violation of these terms is found, the Company may pursue any remedies permitted by law, including suspension of licenses, damages, injunctions, and recovery of legal costs.
Article 9 Management of Passwords
1. Each User shall manage and keep safe his/her/its password, user ID and API key concerning the Services which the User uses (the “Password”) at his/her/its responsibility and shall not assign, lease or sell to a third party, cause or allow a third party to use, change the name of holder of or otherwise dispose of them.
2. Each User shall bear any and all damage caused to the User or third parties due to the insufficient management, erroneous use, a third party’s use, or others of his/her/its Password and the Company shall not be liable for such damage at all.
3. If a User becomes aware that his/her/its Password has been leaked to a third party(-ies) or stolen or may be being used by a third party(-ies), the User shall immediately notify the Company thereof and comply with the Company’s directions. In such a case, the Company may make such Password unusable and shall not be liable to compensate for damage caused due to such disposition at all.
4. In the event that a third party uses any Service in employment of a User’s user ID and password, such conduct by the third party shall be regarded as the User’s conduct. If there occurs damage to the Company and/or a third party(-ies) due to such conduct, the User shall be liable to compensate for the damage suffered by the Company and/or the third party(-ies), except for the case where such unauthorized use of a User’s user ID and password occurs not due to any cause attributable to the User.
5. If the Company issues an API key concerning any API which is made usable by the Company to a person having logged in using a User’s user ID and password, the provisions of the immediately preceding Paragraph shall be correspondingly applied to conduct performed in use of such API key.
Article 10 Prohibited Conduct
1. In use of the Services, each User may not perform any conduct falling under any of the following Items:
(1) Conduct to infringe any intellectual property right, right of likeness, privacy right, honor or other right or interest of the Company, another user of services of the Company (not limited to a User) or any other third party (including any conduct directly or indirectly causing such infringement);
Conduct to infringe an intellectual property right shall include, without limitation, the following conduct:
(i) Preparation of an alteration of the object property (including but not limited to alteration or deletion of any Service itself or any information usable through any Service);
(ii) Reverse engineering, decompilation, reverse assembling, and decomposition or analysis of the code/structure of a program provided in the Services; and
(iii) Redistribution (except for items explicitly identified as redistributable). Concerning redistributable files, please refer to Reference. Also, with respect to redistributable files, the publication of their usage or interface shall be prohibited.
(2) Lease or assignment of all or part of the User’s rights and obligations or contractual status under his/her/its Service Contract;
The following conduct concerning User Information shall be regarded as an assignment referred to above:
(i) Change of a registered User from an individual to another individual;
(ii) Change of a registered User from a corporation to an individual or from an individual to a corporation; and
(iii) Change of a registered User from a corporation to another corporation (including but not limited to the original User’s parent, subsidiary, or others), Provided, however, that the change of a registered User as the result of change of corporate name, company split, merger or consolidation and the change of a person in charge of a corporation shall not be prohibited.
(3) Conduct to reproduce any information included in any Service and store in another medium or sell such reproduced information;
(4) Conduct to access to any Service by using software, or others and collect or process information against the Company’s will;
(5) Conduct involved with a crime or against the public order and morals;
(6) Conduct to discriminate, libel, slander or damage the honor or credit of another person or entity;
(7) Conduct to transmit or post any image, document, or others falling under obscenity, child pornography or child abuse;
(8) Conduct to transmit or post any information for the purpose of heterosexual intercourse;
(9) Conduct to use any Service in pretension of another person or entity;
(10) Conduct to transmit any mail of advertisement, promotion or solicitation without obtaining consent or transmit any mail causing or threatening to cause a feeling of disgust to third parties;
(11) Conduct to violate (i) any laws or regulations or (ii) bylaws or other internal rules of the Company or an industrial association to which the User belongs;
(12) Conduct to transmit any information containing a computer virus or other hazardous computer program;
(13) Conduct to alter any information available in relation to the Services without authorization;
(14) Conduct to, through any Service, transmit data exceeding a maximum data capacity prescribed by the Company;
(15) Conduct threatening to interfere with the operation of any Service by the Company;
(16) Conduct interfering or threatening to interfere with the use or operation of any equipment, or others of a third party or used in the Services;
(17) Other conduct which the Company considers inappropriate; and
(18) Conduct to assist or induce any of the foregoing.
2. If the Company judges that a User’s transmission of any information through the Services falls under or threatens to fall under any Item of the immediately preceding Paragraph, it may delete the whole or part of such information without the need to give the User a prior notice. Even if the User sustains damage due to such conduct of the Company based on this Paragraph, the Company shall not be liable to compensate the User for such damage at all. For the avoidance of doubt, the Company shall not be obligated to perform any conduct provided for above or oversee conduct of User and Registrant or information provided or transmitted by them.
3. If a User performs any conduct in violation of the prohibition by Paragraph 1 of this Article, the User shall owe the liability for damages and violation of obligation on account of such conduct.
Article 11 Suspension of Provision of Services
1. In any case referred to below, the Company may fully or partially suspend the provision of the Services without the need to in advance notify User and Registrant thereof or obtain the consent of User and Registrant thereto:
(1) Case where the Company performs any regular or emergency inspection or maintenance of a computer system concerning the Services;
(2) Case where a computer system, communication network or the like concerning the Services stops functioning due to an accident;
(3) Case where the Company becomes unable to operate the Services due to a fire, power failure, natural disaster or other force majeure; or
(4) Case where otherwise the Company judges that it is necessary to suspend the provision of the Services;
2. The Company may fully or partially terminate the provision of the Services for its own reason. In such a case, the Company shall notify Users thereof no later than thirty (30) days prior to the intended termination date; provided, however, that in the case where the provision of the Services becomes impossible due to force majeure or the Company judges the omission inevitable, the Company may omit such prior notification.
3. In the event that the provision of the Services fully or partially ends in accordance with the immediately preceding Paragraph, the Company may terminate all or part of the Service Contract concerned as of the date when the provision of the Services ends. If so terminating, the Company shall refund the Fees paid in advance by relevant Users on a per diem basis.
4. Even if User and Registrant or third parties sustain damage due to the Company’s conduct performed on the basis of this Article, the Company shall not be liable therefor in any respect.
5. The Company may determine the levels of the Services provided under Service Contract and, if so determined, endeavor to realize such levels within a commercially reasonable range. The Company may, in its discretion, change any levels of the Services it has determined, at any time. Any of such changes shall be notified to Users concerned based on Article 20.2 below.
Article 12 Preparation of Equipment
1. For using the Services, each User shall, at his/her/its expense and responsibility, prepare such a computer terminal, communication network and other computer environment as are separately designated by the Company (the “User’s Environment”) and connect them to the Company’s computer equipment concerned (the “Company’s Service Environment”). The Services shall be provided by the connection through a network of the User’s Environment and the Company’s Service Environment.
2. The use of the Services by Users shall be performed in the manner specified in the immediately preceding Paragraph, unless otherwise agreed, and each User shall not be entitled to entering the Company’s data center and so on.
3. With respect to the use of the Services, each User accepts the following matters and shall set up and maintain the equipment for the use of the Services:
(1) Each User shall prepare equipment meeting the Company’s requirements and maintain the User’s Environment, at his/her/its expense and responsibility;
(2) Each User shall connect his/her/its equipment to the Internet using the telecommunication equipment of a telecommunications carrier, at his/her/its expense and responsibility;
(3) If any defect is found with a User’s equipment, Internet connection or other environment for use of the Services, the Company shall not be obligated to provide the Services to the User.
(4) If the Company judges necessary concerning the Services in terms of maintenance, operation or technology, it may oversee, analyze, examine and perform other necessary activities with respect to data, or others which User and Registrant provide or transmit in use of the Services.
4. Each User shall, at his/her/its expense and responsibility, take security measures such as prevention of infection of computer viruses, prevention of unauthorized access and leakage of information, or others, corresponding to his/her/its environment for use of the Services.
5. Even if the Company retains messages and other information sent or received by User and Registrant for certain periods in terms of its business operation, it shall not be under the obligation to retain such information and may delete such information at any time and shall not bear the obligation to compensate Users for damage sustained by them due to such deletion at all.
6. If a User installs any software, or others in a computer, or others of the User and Registrant when he/she/it commences to use the Services or while he/she/it uses the Services, the User shall take adequate care so that the loss or alteration of information held by the User and Registrant or the failure, damage, or others of machines or devices of the User and Registrant may not occur and, if there occur any such loss, or others, the Company shall not be liable for them at all.
Article 13 Belonging of Rights
1. All ownership and intellectual property rights related to the Company’s website, the Service itself, and the Service, including Reports, belong to the Company or individuals/entities having granted the Company the licenses thereof and no license of the Services under Service Contract shall mean the assignment or licensing of any intellectual property right of the Company’s website or the Services by the Company or an individual/entity having licensed the Company, except as otherwise specifically stipulated herein. No User may perform any conduct threatening to infringe an intellectual property right of the Company or an individual/entity having licensed the Company (including but not limited to reverse assembling, decompilation and reverse engineering) for whatever reason.
2. Each User agrees that any and all rights of the intellectual property which is based on confidential information disclosed by the Company, created in the course of the use of the Services, or otherwise related to the Services or their improvements, or others shall originally belong to the Company, regardless of whoever the conceiver may be.
3. If the User provides comments, suggestions, or recommendations regarding the Services (hereinafter referred to as “Feedback”) to the Company, the Company may use such Feedback without any restrictions or obligations.
4. The User grants the Company the right to reproduce, distribute, transfer, publicly transmit, adapt, or otherwise use Custom Metrics created by the User on the Services (excluding, however, any portion relating to the User’s confidential or personal information as defined in Article 18) throughout the world without restriction.
Article 14 Use of the Services for Third-Party Systems
1. The User may use the Services to create Reports of AI systems that belong to the User (hereinafter referred to as “Internal Systems”), or of AI systems that are a prototype being developed for a third party (hereinafter referred to as “Internal Prototype Systems”). However, the User is prohibited from using the Services to create Reports of AI systems that belong to third parties (hereinafter referred to as “Third-Party Systems”).
2. The User shall utilize the Services at the User’s own responsibility and expense and is strictly prohibited from disclosing the Services to any third parties and any public domains.
Article 15 Termination
1. If a User falls under any of the following Items, the Company may totally or partially suspend the provision of the Services to the User or totally or partially terminate the Service Contract with the Users, without the need to give a prior notice or demand correction:
(1) The User violates any provisions in these Terms of Use (excluding Article 10.1) and fails to correct the violation within a reasonable period although the Company requires the correction of the User or cannot be expected to correct the violation even if required;
(2) The User violates Article 10.1 above;
(3) The User willingly or by negligence performs any conduct threatening to cause damage to the Company or another user(s) of services of the Company (not limited to Users);
(4) It is found that the User Information of the User includes any falseness;
(5) The User uses or attempts to use any Service for such a purpose or in such a manner as threatens to cause damage to the Company, other user(s) of services of the Company (not limited to Users) or other third party(-ies);
(6) The User interferes with the operation of the Services by whatever means;
(7) The User stops payments or becomes insolvent or an application for commencement of the proceeding of bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other insolvency arrangements is filed against the User;
(8) The User causes a bill or check drawn or accepted by him/her/it to be dishonored or is subjected to a disposition of suspension of bank transactions by a clearing house or the like disposition;
(9) An application for attachment, provisional attachment, provisional disposition, compulsory execution or auction is filed against the User;
(10) A disposition for collection of any tax or public due in arrears is performed with the User;
(11) The User does not use any Service continuously for six (6) months or more and gives no response to the Company’s inquiry concerned;
(12) The User falls under any Item of Paragraph 3 of Article 3 above; or
(13) Otherwise the Company considers that the continuation of his/her/its status as User is inappropriate.
2. If a User falls under any of the Items of the immediately preceding Paragraph, the due dates of all debts of the User to the Company shall be accelerated and the User must immediately pay all such debts (including debts for delay damages).
3. The Company shall not be liable for damage sustained by a User due to the Company’s act based on this Article at all.
4. If a Service Contract with a User terminates, the User shall, in accordance with the Company’s directions, immediately return to the Company, destroy or otherwise dispose of any and all software, machines, tools, manuals and other materials related to the Services as provided by the Company (including total or partial reproductions thereof; collectively, “Materials”). Materials stored in the User’s equipment shall be deleted on the responsibility of the User.
Article 16 Denial of Guarantee and Exemption
1. The Company shall endeavor to provide Users with functions useful for them but shall not guarantee any information or functions (including Reports) provided through the Services. The Services shall be provided on an as-is basis and the Company shall not guarantee the Services in any respect, including but not limited to the suitability to a particular purpose, commercial usefulness, perfectness and continuation.
2. Even in cases where Users directly or indirectly receive from the Company any information concerning the Services, the Company’s website, other users of the services of the Company (not limited to Users), or others, the Company shall not give any guarantee concerning such information to Users beyond the extent stipulated herein.
3. Each User shall confirm whether or not his/her/its use of the Services is in compliance with laws, regulations, industrial association’s bylaws, or others applicable to him/her/it at his/her/its expense and responsibility and the Company shall not guarantee that each User’s use of the Services is in compliance with such laws, regulations, industrial association’s bylaws, or others.
4. Each User shall, at his/her/its expense and responsibility, deal with and solve any and all transactions, communications, disputes, or others occurring with other users of the services of the Company (not limited to Users) in relation to the Services or the Company’s website, and the Company shall not be responsible for any such transactions, communications, disputes, or others.
5. The Company shall not be liable to compensate Users for any interruption, stop, termination, unavailability or alteration of the Services, deletion or disappearance of Users’ messages, User Data or other information, termination of Service Contracts, loss of data or failure or damage of machines and devices as caused due to use of the Services, or other damage sustained by Users in relation to the Services.
6. Even if there is any link from the Company’s website to another website or from another website to the Company’s website, the Company shall not bear any responsibility for such another website or information available therefrom.
7. The scope of liability to compensate for damages which the Company will bear to Users in relation to the Services shall be limited to that for the ordinary and actual damage, irrespective of on what grounds such damages are claimed. Users may claim damages to the Company as far as they have complied with these Terms of User and their Service Contract and have not committed violation of them.
8. In the event that the Company owes the obligation to pay damages to a User on account of any cause, the amount of such damages shall not exceed the amount of (1), (2) or (3) below according to the situation (except for damage brought about by the Company willingly or by gross negligence):
(1) One month average amount of the fees concerning the Services which have been incurred by the User during twelve (12) months retrospectively counting from the last day of the month immediately preceding the month when the cause occurred (inclusive);
(2) In the case where the above retrospective period for calculation of the one-month average fee as counting from the last day of the month immediately preceding the month when the cause occurred (inclusive) to the commencement date of the Services to the User is not less than one month but less than twelve months: one month average amount of the fees concerning the Services which have been incurred by the User during such retrospective period (a fraction less than a full month shall be discarded); or
(3) In any case other than the above (1) and (2): an amount calculated through multiplying the one day average amount of the fees concerning the Services which have been incurred by the User during the period retrospectively counting from the date immediately preceding the date when the cause occurred to the commencement date of the Services the User by thirty (30).
9. Any information, content, or Reports disclosed or transmitted by the Registered User using the Service are disclosed or transmitted at the User’s own risk, and the Company makes no warranty as to the content, storage, preservation, etc. thereof. In no event shall the Company be liable for any direct or indirect damage to the User or any third party (including the User’s Client) arising out of or in connection with any decision made or action, etc. taken by the Registered Userbased on the contents thereof.
10.The Company shall not bear any liability for compensation or other concerning damage incurred by a User and Registrant due to any of the following matters, whatever the statement of claim may be:
(1) Matter falling under any Item of Article 5.2 above;
(2) Act of God, riot, insurrection or other force majeure;
(3) Impediment in the connection environment of the User and Registrant such as disorder of the User’s equipment or failure in the Internet connection up to the User’s equipment;
(4) Inferior performance value of the Internet connection service such as response time from the User’s equipment for the Services;
(5) Infection of the equipment used for the Services with a sort of virus for which any applicable virus pattern or virus definition file has not been provided by a third party’s anti-virus software installed;
(6) Third party’s unauthorized access or attack to the equipment, or others for the Services which cannot be prevented even with the due care of a good manger, or interception in the course of transmission;
(7) The User and Registrant’s noncompliance with the relevant process, security measures, or others prescribed by the Company;
(8) Of equipment for the Services, such software (OS, middleware, DBMS) or data base as is not produced by the Company;
(9) Of equipment for the Services, such hardware as is not produced by the Company;
(10) Failure of telecommunication service by a telecommunication carrier;
(11) Compulsory disposition based on Article 218 (Attachment, Search and Seizure based on Warrant) of the Code of Criminal Procedure, the Act on Communications Interception for Criminal Investigation, other provisions of an applicable law or regulations or a court order;
(12) Loss of a deliverable in its transportation or other accident as not attributable to the Company;
(13) Business operation of a sub-contractor whose appointment and supervision the Company is not to blame with; or
(14) Other matter not attributable to the Company.
Article 17 User’s Liability for Compensation
1. If a User causes damage to the Company because of his/her/its violation of these Terms of Use or otherwise in relation to the use of the Services, the User shall be liable to compensate the Company for such damage (including reasonable attorneys’ fees).
2. If a User causes damage to another user(s) of services of the Company and/or other third party(-ies) or is subjected to a claim from any of them or an dispute occurs between a User and any of them, respectively in relation to the Services, the User shall immediately notify the Company thereof, deal with the event at his/her/its expense and responsibility and, if requested by the Company, notify the Company of the process and results thereof.
3. If the Company is subjected to a claim of infringement of a right, or others from another user of services of the Company (not limited to Users) or other third party in relation to a User’s use of the Services, the User shall be obligated to compensate the Company for an amount of money which the Company is obligated to pay to such another user, or others based on the claim.
Article 18 Confidentiality and Handling of Personal Information
1. The term “Confidential Information” used herein means any and all technological, business or other information of the Company or each User that is provided or disclosed in writing, orally, by electronic medium or otherwise from the party to the other party or otherwise comes to the other party’s knowledge in relation to a relevant Service Contract or the Services; provided, however, that Confidential Information shall not include (1) information which the other party has already held at the time when it is disclosed to the other party, (2) information which the other party, after the disclosure by the party, duly obtains from a third party, without owing the confidentiality obligation, (3) information which the other party independently develops not depending on any information disclosed by the party, (4) information which is public-known as of the time of the disclosure and (5) information which becomes public-known after the disclosure due to any reason not attributable to the other party.
2. The Company and each User shall use Confidential Information only for the purpose of the provision or use of the Services and shall not provide, disclose or leak any Confidential Information to third parties without the other party’s written approval.
3. Notwithstanding the immediately preceding Paragraph, the Company and each User may disclose Confidential Information when the disclosure is required by an applicable law or regulations, court order or order of a government agency; provided, however, that when receiving such requirement, the Company or a User shall promptly notify the other party thereof in writing or by electronic mail.
4. In the case where the Company or a User reproduces a document, magnetic recording medium, or others containing Confidential Information, the party shall in advance obtain the other party’s written approval thereof. The party having created such a reproduction shall strictly handle it mutatis mutandis in compliance with Paragraph 2 of this Article.
5. Whenever requested by the other party, the Company or a User shall, without undue delay, delete, destroy or otherwise make unusable Confidential Information, documents and other recording media containing Confidential Information and all reproductions thereof.
6. The User grants the Company the right to use the User’s company name and logo on the Company’s website or in its business materials to indicate that the User is a user of the Company’s Services.
7. The Company shall duly treat Personal Information provided or disclosed by Users in accordance with the Company’s Privacy Policy.
8. The Company may provide personal data of the User or personal data collected by the User in Japan to third parties located in the European Economic Area and the United Kingdom.
Article 19 Effective Period
1. The effective period of each Service Contract shall be that specified in a Confirmation of the Service Commencement separately sent by the Company to the User concerned.
2. The Company shall, by notifying a User of the details of modification of a Service Contract concerned and/or these Terms of Use not later than thirty (30) days prior to the expiration of the Service Contract, differently determine the types, or others of the Services provided, Fees and other terms and conditions of and stipulations of these Terms of Use applicable to the Service Contract after renewal.
3. No User may terminate his/her/its Service Contract partway through its effective period.
Article 20 Modification of these Terms of Use, etc.
1. The Company may modify these Terms of Use, types and other details of the Services, Fees, rules concerning the provision of the Services and other relevant rules, or others and, if modified, the provisions after the modification shall be applied.
2. When performing any modification provided for in the immediately preceding Paragraph, the Company shall notify Users thereof individually or publish it in the manner of posting on the Company’s website, or others at least seven (7) days prior to the intended modification.
Article 21 Communications/Notices
Any notices, inquiries and other communications by a User to the Company and any notices concerning modification of these Terms of Use, or others. and other notices and communications by the Company to Users shall be made in manners prescribed by the Company.
Article 22 Transfer of Rights and Obligations.
1. No User may, without the Company’s prior written approval, assign, transfer, create a security interest on or otherwise dispose of his/her/its status under the relevant Service Contract or his/her/its rights and obligations hereunder to or for any third party.
2. If the Company assigns its business concerning the Services, performs a company split or otherwise performs any business transfer, it may, together with the business transfer, assign or transfer its statuses under the Service Contract, its rights and obligations hereunder and the User Information of Users and other information to the successor to the Company’s business, which Users hereby approve.
Article 23 Entire Agreement
These Terms of Use constitute the entire agreement with each User concerning the matters contemplated herein and prevail over any and all prior oral or written agreements, statements, negotiations and understanding concerning such matters between the Company and each User.
Article 24 Severability
If any Article or Paragraph in these Terms of Use or part in these Terms of Use is held to be invalid or unenforceable under the Consumer Contract Act or other applicable laws and regulations or canceled or rescinded, the other Articles and Paragraphs in these Terms of Use or the remaining part in these Terms of Use shall remain in full force and effect. In such a case, the Company and Users shall endeavor to modify these Terms of Use to the extent necessary for replacing such invalid or unenforceable part of these Terms of Use with valid and enforceable provisions equivalent thereto in the purpose and legal and economic effect.
Article 25 Surviving Provisions
Articles 9, 10, 13, 14, 16 through 18, and 21 through 27 in these Terms of Use shall survive the termination of each Service Contract; provided, however, that Article 18 shall survive indefinitely concerning Personal Information and only three (3) years after termination concerning other Confidential Information.
Article 26 Governing Law and Competent Court
These Terms of Use shall be governed by the laws of Japan and any and all disputes arising out of or in relation to these Terms of Use or Service Contract shall be subject to the exclusive jurisdiction as first instance of the Tokyo District Court.
Article 27. Solution through Consultation
The Company and each User shall endeavor to quickly determine or solve any and all matters not provided for herein and questions concerning the construction of these Terms of Use, as necessary, through mutual consultation in good faith.
