Terms of Service
Chapter 1 General Provisions
Article 1 Purpose
1. These Terms of Service (these “ Terms ”) prescribe the basic matters to be complied with when using the Service (defined in Article 2, item 1) provided by Codatum, Inc. (the “ Company ”).
2. These Terms shall apply to any and all relationships between a person who has entered into an agreement with the Company regarding the use of the Workspace (defined in Article 2, item 5) to allow a particular User (defined in Article 2, item 4) to use the Workspace within the Service (such person, a “ Service Contractor ”). In addition, these Terms, to the extent possible given the nature thereof, shall apply mutatis mutandis to the relationship between the Company and a User regarding the use of the Service.
Article 2 Definitions
The following terms used herein shall have the meanings ascribed to them in each of the following items.
(1) “ Service ” means the services provided by the Company with a name that includes “Codatum.”
(2) “ Optional Service ” means the services provided by the Company that is incidental to the Service.
(3) “ Software ” means the software provided by the Company that is incidental to the Service (including modified and updated versions thereof).
(4) “ User ” means a person who has created an account on the Service.
(5) “ Workspace ” means an individual domain where groups of Users can manage and share data and Content and cooperate within the Service.
(6) “ Content ” means any information expressed through text, sounds, pictures, images, videos, or software.
(7) “ Contractor ID ” means IDs issued by the Company to Service Contractors.
(8) “ User ID ” means IDs issued by the Company to users as identification of the User.
(9) “ Confidential Information ” means any technical or business information of the disclosing party that the receiving party has come to know in connection with the provision, etc. of the Service that has been designated by the disclosing party as particularly confidential and that is reasonably considered to be confidential based on its content and the circumstances of its disclosure. However, information falling under any of the following items shall not constitute Confidential Information:
(i) information that is already in the possession of the receiving party at the time of the disclosure thereof;
(ii) information that is already publicly known and available at the time of the disclosure thereof;
(iii) information that becomes publicly known or available after the disclosure thereof through no fault of the receiving party;
(iv) information that, after the disclosure thereof, the receiving party acquires from a duly authorized third party; and
(v) information that is independently developed or created by the receiving party without accessing the disclosed information in any way.
(10) “ Anti-social Force, Etc. ” means an anti-social force or any other entity similar thereto, such as an organized crime group, a corporation affiliated with an organized crime group, a shareholder meeting extortionist ( sokaiya ), a corporate extortionist acting under the guise of a social movement or political activity ( shakai undo-to hyobo goro ), or a group or individual that in the context of having a relationship with an organized crime group plays a key part in structural injustice using force or through a financial connection with an organized crime group ( tokushu chino boryoku shudan-to ), or a member of any of the foregoing.
(11) “ Laws and Regulations, Etc. ” is a general term for laws, Cabinet Orders, Ministerial Orders or Cabinet Office Orders, circulars, regulations, orders, ordinances, or any other such regulations.
Article 3 Modification of these Terms
If the Company modifies these Terms, the Company shall notify Service Contractors to that effect, the details of the modified Terms, and the effective date thereof by a posting on the application interface of the Service used by the Service Contractors or otherwise in accordance with any other method prescribed by the Company. If a Service Contractor cannot accept the modified Terms, that Service Contractor shall immediately suspend its use of the Service and notify the Company to that effect, and if a Service Contractor continues to use the Service after any modification of these Terms, that Service Contractor shall be deemed to have accepted the modified Terms, and in such case, any usage fees or other service provision conditions shall be governed by on the modified Terms.
Chapter 2 Execution, etc. of Usage Agreements
Article 4 Execution of Usage Agreements
1. Any person who wishes to allow a particular User to use the Workspace in the Service shall, upon agreeing to these Terms, submit an application to the Company for an agreement for the use of the Workspace of the Service (a “ Usage Agreement ”) via the method prescribed by the Company.
2. The person who has submitted an application for a Usage Agreement referred to in the preceding paragraph (the “ Applicant ”) represents and warrants each of the following matters to the Company:
(1) the Applicant is a corporation or any other such organization or an individual who becomes a party to an agreement as a business or for a business; or
(2) the Applicant who submitted the application for the Usage Agreement is authorized to execute such Usage Agreement with the Company.
If an Applicant breaches either of these representations and warranties, the Applicant shall not make any objection to the Company even if the application for a Usage Agreement by the Applicant is rejected or an existing Usage Agreement of the Applicant is cancelled after the execution of thereof.
3. A Usage Agreement shall be established at the time when the Company notifies the Applicant thereof after receiving the application, and the Company shall subsequently issue a Contractor ID to the Service Contractor. Use of the Service shall be available from the establishment date of the Usage Agreement, and Usage Fee, Etc. prescribed in Article 15 will apply from the month in which the commencement date for the use of the Service falls.
Article 5 Agreement Term
1. The agreement term of a Usage Agreement shall be the period of time agreed upon by the Company and the relevant Service Contractor.
2. If neither the Company nor the Service Contractor manifests their intention to not renew the Usage Agreement via the method prescribed by the Company by no later than one month prior to the day of the expiration of the agreement term referred to in the preceding paragraph, the Usage Agreement term shall be extended for the same period of time as the original Usage Agreement term, and the same shall apply thereafter.
3. The provisions of Article 6 (Changes in the Contractual Status, etc.), Article 12 (Services of External Business Operators), Article 13 (Intellectual Property Rights), Article 15 (Usage Fee, Etc.) to Article 17 (Penalty for Late Payment), Article 22 (Prohibited Matters) to Article 25 (Acquisition and Use of Logs), and Article 31 (Cancellation by the Company) to Article 42 (Consultation) shall survive in full force and effect even after a Usage Agreement ends for any reason whatsoever.
Article 6 Changes in the Contractual Status, etc.
Neither Service Contractors nor the Company may transfer their status under the Usage Agreement or their rights and obligations under the Usage Agreement to a third party without obtaining the prior written consent of the other party; provided, however, that if any general succession such as an inheritance or comprehensive succession such as a merger occurs with respect to a Service Contractor or the Company, the successor shall succeed to the status of the Service Contractor or the Company under the agreement within the extent of the previous Usage Agreement.
Chapter 3 Provision of the Service
Article 7 Details, etc. of the Service
1. The Company shall provide the Service in accordance with the terms and conditions set forth in these Terms.
2. The Company shall separately prescribe the details of the Service, such as the content and provision conditions, and present such details to the Service Contractors in a form such as a support document or support site (the “ Documents, Etc. ”). Service Contractors shall use the Service in accordance with these Terms as well as the Documents, Etc.
3. The Company may provide Optional Services in connection with the Service. Except as otherwise provided for by the Company, the provisions of these Terms also apply to the Optional Services in the same way as to the Service.
Article 8 License for the Software
1. The Company shall grant a license to the Service Contractors to use the Service and Software in accordance with these Terms during the agreement term of each Service Contractor’s Usage Agreement .
2. Any rights granted to a Service Contractor pursuant to the preceding paragraph shall be non-transferable, non-sublicensable, and non-exclusive.
3. Service Contractors confirm that a Usage Agreement ] does not authorize any reproduction or use of the Service or Software beyond the extent authorized in the provisions of paragraph 1 of this Article nor the use of the Software in a form other than the form stipulated in the Usage Agreement.
4. The Company makes no warranty that the Software will operate in an environment other than the operating environment for the Software presented by the Company in the Manuals, Etc.
Article 9 Purposes of Use
Service Contractors shall use, or cause Users to use, the Software only for the normal and common purposes of the Software that do not violate the prohibitions in Article 22 or any other provision of these Terms.
Article 10 Modification or Addition to and Abolition of the Service
1. The Company may modify, add to, or abolish all or part of the Service at any time the Company deems necessary (hereafter in this Article, a “ Modification, Etc. ”).
2. If the Company makes a material Modification, Etc. regarding the Service, the Company shall notify the Service Contractors in advance of the details of such Modification, Etc. via the method prescribed by the Company; provided, however, that in a case of urgent necessity, the Company shall promptly notify the Service Contractors of the details of such Modification, Etc. after implementing the Modification, Etc.
Article 11 Subcontracting
The Company may, at its own responsibility, subcontract all or a part of the Service to a third party within the extent necessary to provide the Service. In this case, the Company shall appropriately select the subcontractor and conduct the necessary and appropriate supervision thereof.
Article 12 Services of External Business Operators
In some cases, a Service Contractor may use a service of an external business operator designated by the Company by linking it with the Service. In this case, the Company will indicate such services of the external business operators to the Service Contractors. Any Service Contractor who wishes to use a service of such external business operators shall, upon agreeing to the terms and conditions for the service of such external business operators, use such service at their own expense and responsibility in accordance with the provision terms and conditions, etc. for each service and by taking the measures deemed necessary under agreements and Laws and Regulations, Etc. The Company does not warrant that there will be no malfunction, such as an unexpected activation, programming errors, or bugs, in the services of such external business operators or that no malfunction will occur to the Service arising out of or in connection with its linkage with the services of such external business operators. Further, the Company shall not be liable for any damage arising from or related to a modification or termination, etc. of a service of such external business operators.
Article 13 Intellectual Property Rights
1. Copyrights and any other intellectual property rights regarding the Service, the Software, and software related to the Service (including any rights provided for in Article 27 and Article 28 of the Copyright Act.; the same applies hereinafter) shall belong to the Company.
2. Copyrights and any other intellectual property rights for any text, pictures, images, or any other Content created by a Service Contractor when using the Service shall belong to such Service Contractor.
3. If a petition for the infringement of any intellectual property right is filed against a Service Contractor by a third party in relation to the Software or any other software related to the Service, the Service Contractor shall promptly notify the Company to the effect that such petition was filed and the content thereof.
Article 14 Handling of Trade Names, etc. of Service Contractors
The Company may use any trade name, trademarks, or logos of a Service Contractor at no cost for the purpose of conducting marketing, etc. for the Company. The Company may also disclose or publish information, in general expressions, to the effect that a certainService Contractor is a user of the Service and the Content that such Service Contractor has distributed using the Service, as well as any measures taken by the Service Contractor; provided, however, that this does not apply to the case where such Service Contractor has stated an objection to such use in advance.
Chapter 4 Payment of Usage Fee, Etc.
Article 15 Usage Fee, Etc.
1. The usage fee for the Service and Optional Services (the “ Usage Fee, Etc. ”) shall be an amount agreed upon by the Company and the relevant Service Contractor.
2. Service Contractors shall be obligated to pay the full amount of the Usage Fee, Etc. to the Company until the expiration of the Usage Agreement even in the case where the Usage Agreement terminates prior to its expiration date due to the cancellation, etc. thereof by the Company or in any other case, and the Company shall not refund any amount of the Usage Fee, Etc. that it receives.
3. If any need arises to modify the amount of the Usage Fee, Etc. due to fluctuations in economic conditions or any changes to or expansion of the content of the Service, the Company may revise the Usage Fee, Etc. In this case, the provisions of Article 3 shall apply mutatis mutandis .
Article 16 Payment Procedure for the Usage Fee, Etc.
Service Contractors shall pay the Usage Fee, Etc. to the Company via the method prescribed by the Company. Service Contractors shall bear any remittance fees incurred when paying the Usage Fee, Etc..
Article 17 Penalty for Late Payment
If a Service Contractor is delayed in paying the Usage Fee, Etc., that Service Contractor shall pay a penalty at an annual rate of 14.6% to the Company levied from the day following the payment due date until the payment is completed.
Chapter 5 Service Contractor Obligations
Article 18 Settings, etc. for the Use of the Service
Service Contractors shall conduct all preparation and settings for devices, operating systems (OS), software, communication lines, and the like required to use the Service (including implementing any necessary settings for access rights, the scope of disclosure, and security measures. The same shall apply hereafter in this Article.) at their own responsibility and expense, and Service Contractors shall conduct all preparation and settings for any User who uses their Workspace at their own or User’s responsibility and expense. The Company shall not bear any liability in the case where a Service Contractor or a User is not able to use the Service due to reason not attributable to the Company, such as such Service Contractor’s or User’s inability to enact the necessary preparation and settings to begin using the Service.
Article 19 Management of ID, Etc.
1. Service Contractors may not, and may not cause Users to, assign, lend, or provide as security, etc., their Contractor ID, User ID, password, or any other credentials for using the Service (“ID, Etc.”) to a third party, whether for free or for a fee.
2. Service Contractors shall manage and use their ID, Etc. at their own responsibility. The Company shall not bear any liability for any disadvantage incurred by a Service Contractor as a result of their inappropriate management or use of their ID, Etc.
Article 20 Compliance with Laws and Regulations, Etc.
Service Contractors shall comply with the applicable Laws and Regulations, Etc. (including foreign laws and regulations) when using the Service, and shall cause any User who uses their Workspace to do the same.
Article 21 Changes to Notified Matters
1. Service Contractors shall promptly notify the Company via the method prescribed by the Company if there is any change in the matters for which the Service Contractors must notify the Company.
2. The Company shall not bear any liability for any disadvantage incurred by a Service Contractor as a result of such Service Contractor failing to make changes to the notified matters as provided for in this Article.
Article 22 Prohibited Matters
When using the Service, Service Contractors shall not conduct any of the following acts or any act that may fall under the following acts, nor cause a User who uses their Workspace to conduct the following acts:
(1) violating these Terms or Laws and Regulations, Etc. or public order and good morals;
(2) disclosing, providing, sending, transmitting, or distributing via a method such as email Content to a third party containing any of the following content in (i) through (xi):
(i) content that violates Laws and Regulations, Etc.;
(ii) content that infringes the rights of others;
(iii) content that causes economic or psychological harm to others or threatening content;
(iv) content that causes damage to the reputation of others or infringes the privacy of others;
(v) content that harasses or slanders others or content that is contrary to fact;
(vi) obscene or vulgar content or content that adversely affects minors;
(vii) content that is offensive to others or content linked to ethnic or racial discrimination;
(viii) content that infringes the intellectual property rights of a third party;
(ix) content for the purpose of conducting exclusive solicitation and profit making that is sent to an unspecified number of people against their will, such as junk email, spam email, or pyramid investment schemes;
(x) computer viruses, computer codes, files, programs, and the like designed to disrupt, destroy, or restrict a computer’s software, hardware, or communication functions; and
(xi) in addition to the above, any other content determined by the Company to be inappropriate;
(3) causing an excessive load on the Company’s servers or any other equipment;
(4) disrupting or causing confusion on the Service, or on a server or network connected to the Service;
(5) using the ID, Etc. of another Service Contractor in a fraudulent manner;
(6) causing damage to the Company or others by using Content prepared by the Company to promote the use of the Service by Service Contractors;
(7) conducting any of the following acts in (i) through (vi) in connection the Software or any other software related to the Service:
(i) using the Software or any other software related to the Service in a manner outside of the purposes prescribed in a Usage Agreement or the like;
(ii) causing a third party to use the Software or any other software related to the Service in violation of a Usage Agreement or the like;
(iii) copying or modifying the Software or any other software related to the Service outside of the terms and conditions prescribed in these Terms;
(iv) analyzing the Software or any other software related to the Service, such as by reverse engineering, decompiling, or attempting to obtain the source code;
(v) lending, leasing, selling, or assigning rights to, the Software or any other software related to the Service, and any other similar conduct; or
(vi) deleting or modifying the notice of intellectual property rights for the Software or any other software related to the Service;
(8) any act causing damage to the rights, reputation, or trustworthiness of the Company;
(9) any act determined by the Company to affect the business of the Company, such as developing products or services similar to the Service or using the Service to run any benchmark test; or
(10) any other act reasonably determined by the Company to be inappropriate.
Chapter 6 Handling of Service Contractor Data and Confidential Information, etc.
Article 23 Acquisition and Use of Service Contractor Data
1. The Company shall acquire, use, and store, etc. any information that Service Contractors have sent, saved, or linked, etc. through or on the Service (the “ Service Contractor Data ”) for the purpose of providing, maintaining, and managing the Service, and Service Contractors shall consent thereto.
2. The handling of any personal information included in the Service Contractor Data shall be conducted in accordance with the provisions of the Company’s privacy policy, and Service Contractors shall consent thereto.
Article 24 Management, etc. of Confidential Information
1. Each Service Contractor and the Company shall manage the Confidential Information of the other party with the due care of a prudent manager.
2. Neither a Service Contractor nor the Company shall use the Confidential Information of the other party for any purpose other than the purposes for which the Confidential Information was disclosed without the prior written consent of the other party.
3. Neither a Service Contractor nor the Company shall divulge or disclose the Confidential Information of the other party to any third party without the prior written consent of the other party; provided, however, that if the disclosure of Confidential Information is required pursuant to the provisions of Laws and Regulations, Etc., stock exchange rules, or by public agencies such as courts, public offices, or investigative authorities, then the Service Contractor and the Company may disclose the Confidential Information to the minimum extent necessary. If a Service Contractor or the Company makes such disclosure, the disclosing party shall notify the other party to that effect without delay after such disclosure to the extent permitted by laws and regulations.
4. Notwithstanding the provisions of the preceding paragraph, the Company may disclose Confidential Information to subcontractors to the extent necessary for the subcontracting prescribed in Article 11. In this case, the Company shall appropriately select the subcontractors.
Article 25 Acquisition and Use of Logs
1. The Company may acquire and use the logs of Service Contractors regarding the Service in order to monitor for improper activities, improve the Service, and confirm the usage status of the Service by Service Contractors for the purpose of service maintenance, management, or the like.
2. The Company shall treat the logs acquired pursuant to the provisions of the preceding paragraph as Confidential Information.
Article 26 Information Security
1. Service Contractors must take security control measures to a reasonable extent in order to prevent the divulgence, loss, or damage of the information obtained through the use of the Service and for any other security control reasons.
2. If the Company request a Service Contractor to report on its development status of the measures set forth in the preceding paragraph, such Service Contractor shall comply with such request to a reasonable extent.
Chapter 7 Suspension of the Provision of the Service
Article 27 Suspension of Use
1. If a Service Contractor falls under any of the following items, the Company shall issue to such Service Contractor demand for cure which prescribes a reasonable period for the Service Contractor to rectify the situation, and if such Service Contractor fails to perform the demands of the Company or rectify the situation after such reasonable period has elapsed, the Company may suspend its provision of the Service to such Service Contractor; provided, however, that in urgent cases, the Company may immediately suspend the provision of the Service without issuing any prior demand for cure:
(1) if a fraudulent notification or statement or an error is found in the declared matters of the Service Contractor regarding the Usage Agreement;
(2) if the Service Contractor does not pay the Usage Fee, Etc. after the payment due date has passed;
(3) if the Service Contractor breaches these Terms or the Usage Agreement or violates Laws and Regulations, Etc.;
(4) if the Service Contractor does not respond to a communication sent from the Company to the Service Contractor within a reasonable period;
(5) if the Company deems that there are concerns about the eligibility of the Service Contractor in relation to information security; or
(6) if the Company otherwise deems that measures to suspend its provision of the Service to the Service Contractor are reasonable and appropriate.
2. If a Service Contractor falls under any of the following items, the Company may immediately suspend the use of the Service by such Service Contractor without issuing any prior notice or demand for cure:
(1) if the Company deems that an act of the Service Contractor falls under any of the prohibited acts prescribed in Article 22;
(2) if the Service Contractor conducts any act which causes or is likely to cause any interference to the performance of the Company’s business, facilities, devices, systems, or the like regarding the Service;
(3) in the case where the Service Contractor has executed a Usage Agreement regarding any other service provided by the Company, if an event arises in which the use of such service will be suspended or is actually suspended;
(4) if the Service Contractor is subject to a petition for provisional seizure, seizure, auction, the commencement of bankruptcy proceedings, the commencement of corporate reorganization proceedings, the commencement of civil rehabilitation proceedings, the commencement of special liquidation, or the like, or a disposition due to nonpayment of taxes or other public charges; or
(5) if the Company otherwise reasonably deems that it is inappropriate to provide the Service to the Service Contractor.
3. Even if the provision of the Service is suspended pursuant to this Article, the affected Service Contractor shall not be exempted from the obligations prescribed in these Terms until the Usage Agreement is terminated by cancellation or the like. Even if a Service Contractor incurs any damage due to the suspension of the use of the Service pursuant to this Article, the Company shall not bear any liability therefor.
Article 28 Interruptions and Functional Restrictions of the Service
1. If any of the following events occurs, the Company may interrupt the provision of all or part of the Service or restrict certain functions within the Service by giving prior notice thereof to the Service Contractors; provided, however, that, in urgent cases, the Company may immediately interrupt the provision of the Service or restrict certain functions of the Service without providing such prior notice, and the Company shall notify Service Contractors of such interruption promptly thereafter:
(1) if any trouble arises with respect to the facilities, devices, systems, or the like necessary to provide the Service, or to conduct any unavoidable maintenance or construction work;
(2) if any interruption or functional restriction of the provision of the Service is necessary in order to update the software for the Service;
(3) if any new regulation is enacted pursuant to the amendment or establishment of Laws and Regulations, Etc., a judicial or executive order, or any other order;
(4) if a natural disaster or other such incident or emergency occurs or is likely to occur, and an interruption or functional restriction is necessary in order to respond thereto; or
(5) in addition to the above, if the Company otherwise deems that any interruption or functional restriction is operationally or technically unavoidable.
2. Even if a Service Contractor incurs any damage due to the interruption of the Serviceor functional restrictions on the Service pursuant to this Article, the Company shall not bear any liability therefor.
Article 29 Deletion of Data, etc.
1. If any of the following events occurs, the Company may delete Service Contractor Data stored in the servers for the Service without notifying the Service Contractors:
(1) if the Company deems that the use of the Service falls under any of the prohibited acts prescribed in Article 22;
(2) if the use of the Service causes or is likely to cause a material obstruction to the performance of the Company’s business, facilities, devices, systems, or the like; or
(3) if the Company reasonably deems that the deletion of the information in question is necessary in accordance with Laws and Regulations, Etc.
2. Even if a Service Contractor incurs any damage due to the deletion of its Service Contractor Data by the Company pursuant to the preceding paragraph, the Company shall not bear any liability therefor.
Article 30 Suspension of the Service due to Maintenance
The Company may suspend the provision of the Service in order to perform maintenance for the Service or the like by providing prior notice to Service Contractors via the method prescribed by the Company; provided, however, that, in urgent and unavoidable cases, the Company may immediately suspend the provision of the Service without giving such prior notice.
Chapter 8 Termination of Usage Agreement
Article 31 Cancellation by the Company
1. If a Service Contractor falls under any of the following items, the Company may immediately cancel the Usage Agreement by notifying such Service Contractor:
(1) if the Service Contractor breaches these Terms and fails to remedy the breach even after a reasonable period for remedy has passed;
(2) if a Service Contractor that is subjected to the measures to suspend the provision and the use of the Service pursuant Article 27, paragraph 1 or paragraph 2 fails to remedy the circumstances causing the suspension even after a reasonable period for remedy has passed;
(3) if the Service Contractor falls under any of the items set forth in Article 27, paragraph 1 or paragraph 2, and the Company deems that this causes an obstruction to the performance of the Company’s business; or
(4) if any event occurs which may materially affect the business of the Service Contractor, such as a share transfer, share exchange ( kabushiki kokan ), share delivery, company split, merger, transfer of business, or change in shareholder composition.
2. If a Usage Agreement is cancelled pursuant to the provisions of the preceding paragraph, any obligations born by the affected Service Contractor regarding the use of the Service will automatically become due and payable, and the Service Contractor shall immediately pay all of such outstanding obligations. No obligations of a Service Contractor arising during the use of the Service by the Service Contractor shall be extinguished after the cancellation of the Usage Agreement until the obligations are performed.
3. Even if a Service Contractor incurs any damage due to the cancellation of the Usage Agreement by the Company pursuant to paragraph 1, the Company shall not bear any liability therefor.
Article 32 Anti-social Forces, Etc.
1. Each of the Company and the Service Contractor warrants, and pledges with respect to the future, that it does not and will not fall under any of the following items:
(1) the warranting and pledging party is an Anti-social Force, Etc. or a person or entity who has been an Anti-social Force, Etc. within the last five years;
(2) the warranting and pledging party provides any Anti-social Force, Etc. with funds, benefits, or the like; or
(3) the warranting and pledging party uses, or causes a third party to use, violent acts, fraudulent means, or threatening language toward others.
2. Each of the Company and the Service Contractor warrants, and pledges with respect to the future, that neither itself nor any of its affiliates, either directly or indirectly, conduct or will conduct any of the acts falling under the following items:
(1) issuing a violent demand
(2) issuing an unjust demand that exceeds the legal liability of that demand’s recipient;
(3) uses threatening speech or behavior (including, but not limited to, communicating to the effect that it or any of its affiliates is a person set forth in the preceding paragraph) or violence in connection with a transaction;
(4) spreads rumors or uses fraudulent means or force to damage the reputation of another other party or to obstruct another party’s operations; or
(5) conducts any other acts equivalent to those in any of the preceding items.
3. If the Company or a Service Contractor breaches any of the provisions of the preceding two paragraphs, the other party may immediately cancel the Usage Agreement by notifying the breaching party thereof without providing any prior notice or demand for cure.
4. If the Company or a Service Contractor cancels the Usage Agreement pursuant to the provisions of the preceding paragraph, the canceling party shall not be liable to compensate for any damages the other party incurred due to such cancellation.
Article 33 Measures following the Termination of Usage Agreement
1. If a Usage Agreement is terminated (including in the cases prescribed in Documents, Etc. or the like and regardless of the reason therefore; the same applies in this Article), the Service Contractor shall immediately suspend, or cause a User to suspend, its use of the Service.
2. When a Usage Agreement is terminated, the Company shall delete the Service Contractor Data stored within the Service within 30 days after the termination of the Usage Agreement.
3. Service Contractors shall back up its Content and the like or take any other means to save such Content as necessary at its own responsibility during the term of the Usage Agreement and after the termination of the Usage Agreement. If a Service Contractor does not take any means to save its Content or the like at its own responsibility and the Company deletes the Service Contractor Data pursuant to the provisions of the preceding paragraph, the Company shall not bear any liability for such deleted Content.
Chapter 9 Compensation for Damage
Article 34 Compensation for Damage
1. If a Service Contractor causes damage to the Company due to breaching these Terms, the Service Contractor shall compensate the Company for such damage. If a Service Contractor causes damage to a third party or becomes engaged in a dispute with a third party in connection with the Service Contractor’s use of the Service, the Service Contractor shall independently resolve such situation at its own expense and responsibility and shall not in anyway cause the Company to bear such damage (including the amount equivalent to attorney’s fees).
2. Notwithstanding any other provisions in these Terms, if the Company causes damage to a Service Contractor in connection with its provision of the Service, the scope of the compensation for the damage to be borne by the Company shall be limited to the amount equivalent to the total amount of Usage Fee, Etc. which the Company has received from the Service Contractor within the most recent one-year period (limited to 10,000 yen in the case of use at no cost of the Service by the Service Use), and limited to ordinary damages directly and actually incurred by the affected Service Contractor. Any indirect or incidental damage and loss of profits will not be included in the scope of the compensation. However, this shall not apply if compensation for damage exceeding the foregoing maximum amount is permitted by Laws and Regulations, Etc.
Article 35 Disclaimer
1. The Company makes no warranty that the data, software, and the like provided through the Service will (i) have no flaws such as malfunctions, programming errors, and bugs, (ii) conform to a specific purpose, (iii) not cause damage to any third party, and (iv) be complete, appropriate, accurate, valuable, or legal with respect to the usage results.
2. The Company shall not be liable for any damage caused by the corruption or loss of Service Contractor Data resulting from any breach of these Terms by a Service Contractor, operational error by a Service Contractor, an incorrect usage method, incorrect transmission of an email, or the like, nor for any other damage caused by a reason attributable to a Service Contractor.
3. Each Service Contractor shall respond, at its own responsibility and expense, to any transaction, collection of claims, dispute, trouble, or the like with a third party arising from the content or quality of the Content created or transmitted through the Service by the Service Contractor or the use of the Service thereby, and the Company shall not bear any liability therefor.
4. The Company shall not be liable for any storage obligation for the Service Contractor Data generated through the Service. Each Service Contractor shall agree in advance that there may be cases where the past data, etc. regarding visitors cannot be used, and even if such past data, etc. regarding visitors is unable to be used, the Company shall not bear any liability therefor.
5. The Company shall not bear any liability for the suspension or interruption of, or functional restriction on, the Service, loss of profit by a Service Contractor caused by the deletion of Service Contractor Data, or any other such damage.
6. The Company shall not bear any kind of liability whatsoever for any damage incurred by a Service Contractor resulting from the services of external business operators (including services related to Optional Services of the Service), or devices, operating systems (OS), software, systems, or the like developed by a third party other than the Company.
7. The Company shall not bear any liability for the suspension, interruption, etc. of the Service due to a natural disaster, typhoon, earthquake, or any other natural calamity, the outbreak of a war, riot, or civil war, the amendment of Laws and Regulations, Etc., the orders of public authority, a failure in communication lines or electricity facilities, any repair or maintenance work for a system or related facilities, or any other reasons not attributable to the Company.
Chapter 10 General Provisions
Article 36 Notice and Communication
1. The Company shall provide Service Contractors with notices, communications, and the like regarding necessary matters from time to time via the method that the Company deems appropriate, such as via email transmission or a posting on the application interface of the Service.
2. When the Company provides a notice or communication to Service Contractors via email transmission or a posting on the application interface of the Service, such notice or communication will become effective after 48 hours have passed from the posting, transmission, or the like of such notice or communication, etc. by the Company.
Article 37 Relationship with Usage Agreement
If any inconsistency or conflict arises between the provisions of these Terms and a Usage Agreement executed between the Company and a Service Contractor, the provisions of the Usage Agreement shall prevail.
Article 38 Severability
Even if any provision of these Terms or part thereof is held to be invalid or unenforceable under Laws and Regulations, Etc., the remaining provisions and the remaining parts of the provisions held to be invalid or unenforceable shall remain in full force and effect.
Article 39 Governing Law
These Terms shall be governed by and construed in accordance with the laws of Japan.
Article 40 Exclusive Jurisdiction
The Tokyo District Court will have exclusive jurisdiction for any dispute that arises in connection with these Terms, a Usage Agreement, or the Service.
Article 41 Consultation
Any matter not prescribed in these Terms or any doubt arising in connection with the provisions herein shall be amicably resolved upon consultation between the Company and Service Contractors in accordance with the principle of good faith.
End