Term of service
Chapter 1: General Provisions
(Purpose)
The Codatum Terms of service (hereinafter referred to as "these Terms") define the basic requirements that must be adhered to when using the Services provided by Codatum Inc. (hereinafter referred to as "the Company"). The Service is defined in Article 2, Section 1.
These Terms apply to the Workspace of the Service (defined in Article 2, Item 5, hereinafter "the Workspace"), which is intended for use by specific Users (defined in Article 2, Item 4, hereinafter "the Users"). The Terms govern all interactions between the Company and individuals who have contracted to use the Workspace (hereinafter referred to as "Service Users"). Additionally, where applicable by their nature, these Terms also apply to the relationship between the Company and the Users regarding the use of the Service. In the event of any discrepancies between the Japanese and English versions of these Terms, the Japanese version shall prevail.
(Definitions)
For the purposes of these Terms, the following terms are defined as follows:
Service: The service provided by the Company, which includes the name "Codatum".
Optional Services: Additional services provided by the Company in connection with the main Service.
Software: Software provided by the Company in relation to the Service, including any modifications and updates.
User: An individual who has created an account within the Service.
Workspace: A designated area within the Service where Users can manage, share, and collaborate on data and content.
Content: Information expressed through text, sound, images, video, or software.
Confidential Information: Technical or business information related to the provision of the Service, designated as confidential by the disclosing party, or reasonably understood to be confidential based on the nature of the information and the circumstances of disclosure. This does not include information that:
Was already in the possession of the recipient at the time of disclosure,
Was already public knowledge or in the public domain at the time of disclosure,
Became public knowledge or entered the public domain after disclosure through no fault of the recipient,
Was received from a third party with the proper authority subsequent to the disclosure,
Was independently developed or created by the recipient without access to the disclosed information.
Antisocial Forces: Individuals or groups that are or are equivalent to organized crime syndicates, entities affiliated with organized crime, corporate extortionists, radical social movements, or special intelligence violent groups, as well as their members.
Laws and Regulations: A collective term for legal acts such as laws, government ordinances, ministerial ordinances, prefectural ordinances, directives, rules, commands, ordinances, and other regulatory instruments.
(Amendment of Terms)
The Company reserves the right to amend these Terms. In the event of any changes, the Company will notify Service Users in advance via the Service management interface or by other prescribed means. If Service Users continue to use the Service following the amendment, they are deemed to have accepted the changes. Subsequently, usage fees and other conditions of service provision will be governed by the revised Terms.
Chapter 2: Provision of the Service
(Service Content and Conditions)
The Company will provide the Service in accordance with the terms and conditions stipulated in these Terms.
The specifics of the Service content and the terms for its provision are defined separately by the Company and are presented to Service Users in forms such as manuals and support sites (hereinafter referred to as "Manuals, etc."). Service Users must use the Service in compliance with these Manuals, etc., as well as this Agreement.
The Company may offer optional services related to the Service. Unless otherwise specified, the provisions of this Agreement apply equally to such optional services.
(Software License)
The Company grants Service Users the right to use the Service and the Software during the subscription period, in accordance with these Terms.
The rights granted to the Service Users are non-exclusive, non-transferable, and non-sublicensable.
The Company does not guarantee that the Software will function in any environment other than those specified in the Manuals provided by the Company.
(Changes, Additions, or Discontinuation of the Service)
The Company may at any time change, add, or discontinue all or part of the Service as it deems necessary (hereinafter referred to as "Changes, etc.").
When making significant changes, the Company will notify Service Users of such Changes, etc., in advance, by the methods determined by the Company. However, in urgent cases, the details of such Changes will be communicated promptly after the modifications have been made.
(Subcontracting)
The Company may subcontract all or part of the Service to third parties within the scope necessary for providing the Service. In such cases, the Company will select and supervise the subcontractors appropriately.
(Services of External Providers)
Service Users may have the opportunity to use services provided by external providers designated by the Company in conjunction with the Service. In such cases, the Company will present these external services to the Service Users. Service Users wishing to use such external services must agree to the terms of service of these providers and comply with the necessary legal and contractual requirements at their own responsibility. The Company does not guarantee that these external services will be free of malfunctions, programming errors, bugs, or other defects, nor does it assume liability for damages related to changes or discontinuation of these services.
(Intellectual Property Rights)
All copyrights and other intellectual property rights in the Service, the Software, and related software belong to the Company.
Service Users retain copyrights (including rights under Articles 27 and 28 of the Copyright Law) and other intellectual property rights in any text, images, videos, or other content they create while using the Service.
(Handling of Service Users' Trade Names, etc.)
The Company may use the trade names, trademarks, and logos of Service Users for marketing or other purposes. Furthermore, the Company may disclose and publicize general information about Service Users' use of the Service, content distributed through the Service, and actions taken, unless objected to in advance by the Service Users.
Chapter 3: Conclusion of the Usage Agreement, etc.
(Conclusion of the Usage Agreement)
An individual desiring to allow a specific user access to the Service's workspace must agree to these Terms and Conditions and apply for a usage agreement through the prescribed methods of the Company.
The applicant (hereinafter referred to as the "Applicant") guarantees to the Company that the person authorized to conclude a usage agreement with the Company is the one submitting the application.
The usage agreement is established when the Company notifies the Applicant of acceptance. The services become available from the establishment date of the agreement, and the fees stipulated in Article 14 will start accruing from the month that includes the Service start date.
(Contract Period)
The duration of the usage agreement shall be the period agreed upon by the Company and the Service user.
If neither party expresses an intent not to renew at least one month before the expiry of the contract period, as prescribed by the Company, the contract will automatically renew for the same duration as the initial agreement, and this will continue to apply thereafter.
(Change in Contractual Status, etc.)
Neither the Service users nor the Company may transfer their contractual position or any rights and obligations under the usage agreement to any third party without the prior written consent of the other party. However, in cases of general succession such as inheritance or comprehensive succession such as mergers, the successor shall assume the contractual position of the Service user or the Company within the scope of the existing usage agreement.
Chapter 4: Payment of Fees
(Fees and Charges)
The fees for the Service and any optional services (hereinafter referred to as "Fees") will be as agreed between the Company and the Service users.
Service users are obligated to pay the full amount of Fees for the entire effective period of the agreement, even if the Service agreement is terminated early by the Company or under any other circumstances. The Company will not refund any Fees received.
The Company may revise the Fees if changes in economic conditions or modifications, expansions, or other alterations to the Service necessitate such changes. In such cases, the provisions of Article 3 will apply correspondingly.
(Payment Procedures)
Service users shall pay the Fees using the method specified by the Company. Note that all transaction fees shall be borne by the Service users.
(Late Payment Penalty)
Should there be a delay in the payment of Fees, the Service users will incur a late payment penalty of 14.6% per annum, calculated from the day following the payment deadline until payment is fully settled.
Chapter 5: Obligations of Service Users
(Setup and Configuration of the Service)
Service Users are responsible for all costs and responsibilities associated with preparing and configuring the necessary equipment, operating systems, software, and communication lines required for using the Service. This includes setting access rights, publication scopes, and implementing security measures. Service Users must ensure these preparations and configurations are also applied to Users utilizing their workspace. The company is not liable for Service Users’ inability to use the Service due to their failure to make necessary preparations and configurations, irrespective of the reasons.
(Management of IDs and Other Authentication Information)
Service Users must not transfer or lend their User IDs, passwords, or other authentication information to any third party, whether paid or free of charge.
Service Users shall manage and use their IDs and other authentication information at their own risk. The company is not liable for any disadvantages arising from improper management or use of these credentials by the Service Users.
(Compliance with Laws and Regulations)
Service Users must comply with all applicable laws and regulations (including foreign laws) when using the Service, and ensure that Users in their workspace do the same.
(Notification of Changes)
Service Users must promptly notify the Company of any changes in notified items, using the prescribed method by the Company.
The company is not liable for any disadvantages suffered by Service Users due to their failure to notify changes in the notified items.
(Prohibited Actions)
Service Users, along with Users in their workspace, must not engage in, or allow others in their workspace to engage in, the following prohibited actions:
Acts that violate laws and regulations or public order and morals.
Disclosing, providing, sending, or transmitting to third parties content that involves or may involve the following:
Violation of laws or regulations.
Infringement of others' rights.
Content that causes economic or emotional harm or is threatening.
Defamatory content or content that invades privacy.
Harassing, defamatory, or untrue content.
Obscene or indecent content or content harmful to minors.
Content that causes discomfort or encourages racial discrimination.
Content that infringes intellectual property rights.
Spam emails, pyramid schemes, or content sent against the recipient's will for profit or solicitation.
Computer viruses or programs designed to harm or restrict the function of computer systems.
Other content deemed inappropriate by the Company.
Overloading the Company's servers or other facilities.
Interfering with or disrupting the Service or networks connected to the Service.
Unauthorized use of other Service Users' IDs or other credentials.
Using content created by the Company to harm the Company or others.
Engaging in acts related to the software of the Service that are not permitted by these terms, such as:
Using the software in ways not specified in these terms.
Reproducing or modifying the software outside the terms stipulated.
Reverse engineering or attempting to obtain source code.
Lending, leasing, selling, or transferring rights in ways not stipulated in these terms.
Removing or altering intellectual property notices.
Acts that damage the Company's rights, reputation, or credibility.
Using the Service to develop, benchmark, or assist in the development of similar products or services that could affect the Company's business, as determined by the Company.
Other actions deemed inappropriate by the Company for reasonable reasons.
Chapter 6 Handling of Service User Data and Confidential Information, etc.
(Acquisition and Use of Service User Data)
The Company will acquire, use, and store information sent, stored, or linked by Service Users to this Service (hereinafter referred to as "Service User Data") for the purpose of providing, maintaining, and managing this Service. Service Users consent to this arrangement.
When Service User Data includes personal information, such personal information will be handled in accordance with the Company's Privacy Policy. Service Users agree to this procedure.
(Management of Confidential Information)
Both Service Users and the Company shall manage each other's confidential information with the care of a prudent manager.
Both Service Users and the Company shall not use the other party's confidential information for any purposes other than those expressly permitted by the other party in writing prior to such use.
Neither Service Users nor the Company shall disclose the other party's confidential information to any third party without the other party's prior written consent. However, disclosure is permissible to the minimum extent necessary under law or stock exchange regulations, or if required by courts, government offices, investigative authorities, or other public entities. In such cases, Service Users and the Company must inform the other party promptly after such disclosure, within the legally permissible limits.
Notwithstanding the above, the Company may disclose confidential information to subcontractors as necessary for tasks specified in Article 7. In such cases, the Company will properly select the subcontractor.
(Acquisition and Use of Logs)
To monitor fraudulent activities, improve the Service, and for its maintenance and management, the Company may collect and use logs of Service Users' activities related to the Service (including content creation and transmission).
Logs collected under the provisions of the previous item will be treated as confidential information by the Company.
(Information Security)
Service Users and the Company must implement reasonable security measures to prevent leakage, loss, or damage of information acquired through the Service, and ensure other security management.
Service Users must respond reasonably when the Company requests a report on the status of the security measures implemented.
(Duration of Obligations Regarding Confidential and Personal Information)
The obligations concerning confidential and personal information stipulated in Chapter 6 shall continue to be effective even after the termination of the User Agreement.
Chapter 7: Suspension of Service Provision, etc.
(Suspension of Use)
The Company may suspend the provision of the Services to a user who meets any of the following conditions by giving reasonable notice for a specified period. If the user fails to comply or rectify within this period, the Company may stop providing the Service. In urgent cases, the Service may be suspended immediately without prior notice.
If false declarations, notifications, or errors are found in the user’s contract-related declarations.
If the user fails to pay the Service fees even after the payment due date.
If the user violates these Terms, the user agreement, or applicable laws and regulations.
If there is no response from the user to communications from the Company within a reasonable period.
If the Company judges that there are concerns regarding the user's qualifications related to information security.
If the Company deems it reasonable and appropriate to suspend the Service for any other reason.
The Company may immediately suspend a user's access to the Service without prior notice or warning if the user meets any of the following conditions:
If the user’s actions are deemed by the Company to fall under prohibited activities specified in Article 21.
If the user’s actions cause or are likely to cause disruption to the Company's operations, facilities, equipment, or systems.
If the user has a service agreement with the Company for other services and reasons for suspension occur or such services have been suspended.
If legal actions such as provisional seizure, foreclosure, auction, commencement of bankruptcy proceedings, or delinquent public dues occur against the user.
If the Company reasonably determines the user to be unsuitable for receiving the Service.
Even if the Service is suspended under this section, the user remains obligated under these Terms until the user agreement is terminated due to cancellation or other reasons. The Company shall not be liable for any damages incurred by the user due to the suspension of service under this section.
(Service Discontinuation, Function Limitation, etc.)
The Company may suspend all or part of the Service or limit its functions by notifying the user in advance if any of the following conditions apply. In emergencies, the Service may be suspended or its functions limited immediately without prior notice, and the user will be notified of the suspension as soon as possible thereafter.
If there is a failure of necessary facilities, equipment, systems, or other unavoidable reasons for maintenance or construction.
If suspending the Service or limiting its functions is necessary for software updates related to the Service.
If new regulations or judicial or administrative orders apply due to amendments or enactment of laws and regulations.
If a natural disaster or other emergency occurs or is likely to occur, necessitating a response to the emergency.
If the Company deems it unavoidable from a business or technical standpoint.
The Company shall not be liable for any damages incurred by the user due to the discontinuation of the Service or restriction of its functions under this section.
(Deletion of Data, etc.)
The Company may delete data stored on this Service's servers related to a user without notice if the user meets any of the following conditions:
If the use of the Service is deemed to fall under prohibited activities as specified in Article 21.
If the use of the Service causes or is likely to cause significant disruption to the Company's operations, facilities, equipment, or systems.
If the Company reasonably determines that it is necessary to delete such data in accordance with laws and regulations.
Even if the user suffers damages due to the deletion of data by the Company under the aforementioned provision, the Company shall not be liable.
(Service Suspension Due to Maintenance, etc.)
The Company may suspend the Service for maintenance purposes by notifying the user in advance in the prescribed manner. However, in urgent or unavoidable cases, the Service may be suspended immediately without prior notice.
Chapter 8: Termination of Usage Agreement
(Termination by the Company)
The Company may terminate the usage agreement immediately and notify the other party if the Service User meets any of the following conditions:
If the Service User violates these Terms and the violation remains unresolved after a reasonable period.
If the cause for suspension of service provision under Article 27, Paragraphs 1 or 2, remains unresolved after a reasonable period has passed.
If the Company determines that conditions specified in Article 27, Paragraphs 1 or 2, adversely affect the execution of its operations.
In cases of stock transfer, share exchange, distribution of shares, company split, merger, business transfer, or changes in shareholder structure that could significantly impact the Service User's business operations.
Upon termination under the previous clause, the Service User will immediately lose the benefit of time for all related debts and must pay all outstanding debts immediately. All debts incurred during the use of the Service remain until fully discharged, even after the termination of the Usage Agreement.
If the Service User suffers damages from termination by the Company as stipulated in the first paragraph, the Company bears no responsibility.
(Prohibition against Antisocial Forces)
The Company and the Service User guarantee that they are not and will not be associated with any antisocial forces as detailed below:
Being an antisocial force or having been one less than five years ago.
Providing funds or other conveniences to antisocial forces.
Engaging in violent, fraudulent, or threatening behavior towards others, either directly or indirectly through third parties.
The Company and the Service User also guarantee that they, or any related parties, will not engage in the following behaviors, directly or indirectly:
Violent demands.
Unreasonable demands exceeding legal responsibilities.
Threatening or violent behavior in transactions, including implying affiliation with any proscribed individuals or groups.
Spreading false rumors, using deception or force to harm another party's reputation or interfere with their business.
Engaging in any other similar actions.
Should any party breach these conditions, the Company or the Service User may terminate the usage agreement immediately without prior notice.
If the agreement is terminated by the Company or the Service User due to the aforementioned breaches, neither party is required to compensate for any damages incurred as a result of the termination.
(Post-Termination Measures)
Upon termination of the usage agreement (for any reason and as outlined in the guidelines), the Service User must immediately cease using the Services and discontinue any reproduction or usage of the Software.
Following termination, the Company will delete all data related to the Service User within 30 days from the date of termination.
The Service User is responsible for backing up any relevant content and other data during and after the term of the usage agreement. The Company bears no responsibility if the Service User fails to take these measures and data is deleted per the preceding clause.
Chapter 9: Compensation for Damages
(Damages Compensation)
If Service Users cause damage to the Company due to violations of these Terms, they must compensate the Company for such damages. Additionally, if Service Users cause damage to third parties or are involved in disputes with third parties related to the use of this Service, they must resolve these issues at their own expense and responsibility, without holding the Company liable.
If the Company causes damages to Service Users in connection with the provision of the Service, regardless of other provisions in these Terms, the liability of the Company will be limited to the total service fees received from the Service Users in the most recent year (limited to 10,000 yen in the case of free use), and will only cover direct and actual ordinary damages. However, this limitation does not apply if laws allow for compensation beyond this limit.
(Disclaimer)
The Company does not guarantee that the data and software provided by the Service will be free of malfunctions, programming errors, or bugs, suitable for a particular purpose, non-injurious to third parties, nor does it guarantee the completeness, accuracy, correctness, usefulness, or legality of the usage results.
The Company is not liable for damages resulting from Service Users' violation of these Terms, mishandling by the Service Users, incorrect usage methods, or erroneous email transmissions, nor for damages arising from the corruption or loss of Service User data due to reasons attributable to the Service Users.
Service Users are solely responsible for the content and quality of the content they create or transmit using the Service, as well as for all transactions, debt recoveries, disputes, and issues with third parties arising through the use of the Service, and the Company will not be held liable.
The Company is not obligated to store any data generated through the Service by Service Users. Service Users must acknowledge that they may not be able to use past data related to Visitors, and even if such data is unavailable, the Company will not assume any liability.
The Company will not be liable for any lost profits or other damages suffered by Service Users due to the suspension, discontinuation, limitation of functions, or deletion of Service Users' data.
The Company is not responsible for any damages incurred by Service Users due to services from external businesses (including those related to optional services of this Service), or due to devices, operating systems, software, or systems developed by third parties other than the Company.
The Company will not be held responsible for any interruption or cessation of Service caused by natural disasters, typhoons, earthquakes, other acts of nature, wars, riots, civil disturbances, changes in laws or regulations, public authority interventions, communication failures, electrical equipment failures, maintenance work on the system or related equipment, or any other causes not attributable to the Company.
Chapter 10 General Provisions
(Notices and Communications)
The Company will provide Service Users with notices and communications regarding necessary matters as deemed appropriate through methods such as email and postings on the Service management screen.
Notices and communications to Service Users via email or postings on the Service management screen shall become effective 48 hours after they have been posted or sent by the Company.
(Relationship with the Service Agreement)
If any inconsistency or conflict arises between these Terms and any specific service agreement concluded between the Company and a Service User, the provisions of the specific service agreement shall prevail.
(Governing Law)
These Terms shall be governed by and construed in accordance with the laws of Japan.
(Exclusive Jurisdiction)
In the event of litigation related to these Terms, the Tokyo District Court shall have exclusive jurisdiction.
(Consultation)
In matters not stipulated in these Terms or in case of doubt, the Company and the Service Users shall discuss in good faith to resolve the issues amicably.
End