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Remopia Terms

These terms of use (these “Terms of Use”) set forth below govern the customer’s (the “Customer”) use of “Remopia” services (“Services”) provided by Leverages, Co. Ltd. (the “Company”). The Customer’s use of the Services is conditioned upon the Customer’s compliance with these Terms of Use. By using the Services, the Customer will be deemed to have fully understood and agreed to these Terms of Use.

 

CHAPTER 1 INTERNAL USE



Article 1. The Terms of Use and Applicable Scope

  1. These Terms of Use apply to any and all of the Customer’s use of the Services.
  2. Any terms and conditions that the Company informs the Customer of shall be, regardless of how they are provided, incorporated into these Terms of Use, and the Customer will consent to such incorporation.

 

Article 2. Contents of the Services

  1. The purposes of the Services are to provide the functions to visualize the work situations and workload of the members, to enable the members to share their own work situation with other members who belong to the same team, and to manage these information. The Company and the Services assume no responsibility towards or have any rights or authority over the situation of use of the Services among the members, the situation of sharing of information through the Services, and the situation of management of that information, and the Company shall assume no responsibility whatsoever on the foregoing matters.
  2. The intermediary services to mediate communication. among the members, etc. will not be provided whatsoever through the Services.

 

Article 3. Use of the Services

  1. One who wishes to use the Services (“Applicant”) may register for and use the Services by consenting to comply with these Terms of Use and by providing certain information prescribed by the Company (“Registration Information”). 
  2. When the Applicant registers for the Services, the Applicant shall make the following representations and warranties:
    1. that all information that the Applicant provided to the Company for use of the Services is accurate and reflects the current status thereof;
    2. that the Applicant has any and all rights, power, and authority necessary for entering into the agreement to use the Services (“Subscription Agreement”), and for performing the obligations set forth in these Terms of Use; and
    3. that the Applicant has fully understood the terms of these Terms of Use.
  3. The Applicant shall be registered as a Customer when the Applicant provided the Registration Information and could confirm the completion of registration on the website for the Services.
  4. The Subscription Agreement shall be established between the Customer and the Company upon completion of registration in the preceding Paragraph, and the Customer may use the Services within the scope of purpose prescribed in these Terms of Use and in a manner that is consistent with these Terms of Use.
  5. The Customer may use the Services only for the purpose of performing the Customer’s own company’s internal business; provided, however, that if it is necessary for the Customer to have third parties whom are its subcontractors (“Subcontractors”) use the Services in performing the internal business of the Customer’s own company, the Customer may have Subcontractors use the Services under the condition that the Customer will have Subcontractors comply with these Terms of Use and that the Customer will be liable for any breach of these Terms of Use by Subcontractors.
  6. The Customer shall use the Services at the Customer’s own responsibility and shall be liable for the Customer’s acts taken using the Services (including the Customer’s own acts and acts of the Customer’s employees, Subcontractors, and agents, etc.) and their results, and shall hold the Company harmless from any claim, detriment, charge, or damage.
  7. The Customer may, at the Customer’s own responsibility, copy and distribute the necessary software to its subsidiaries and affiliates, and Subcontractors; provided, however, that the Customer shall have established rules and regulations regarding credit investigations (financial status, capital ties etc.) of Subcontractors and for screening for elimination of antisocial forces, and shall conduct such credit investigations and screening for elimination of antisocial forces in accordance with said rules and regulations prior to transactions with Subcontractors, and shall appropriately manage the status of transactions with Subcontractors.
  8. Notwithstanding the provisions of Paragraph 3.5, if the Customer has performed the Company’s prescribed procedures for “Use for Group Companies” specified as follows, and the Company gives consent, the provisions of Chapter 2 “Use for Group Companies” shall apply to the use of the Services and shall supersede the provisions of these Terms of Use. However, this excludes functions or products specified by the Company.

“Use for Group Companies” means the group companies of the Customer which fall under either of the following (the company name shall be notified to the Company under the procedures prescribed by the Company; hereinafter referred to as the “Customer’s Group Company(ies)”) to use the Services for the purpose of execution of internal operation.

  1. The Customer’s consolidated subsidiaries; and/or
  2. Parent company which the Customer is the consolidated subsidiary and such parent company’s other consolidated subsidiaries

 

Article 4. Management of Authentication Information

When logging into the Services, the Customer need not enter authentication information but shall log-in by entering the authentication information issued by Google LLC, and use the Services through Google’s site. In any event, the Customer must use and manage the ID and password (“Authentication Information”) that are required for Single Sign On at its own responsibility and shall not permit a third party to use or assign these to a third party under any circumstances. In this regard, the use of the Services by Single Sign On shall be deemed as use by the Customer itself based on the Authentication Information linked to the Customer.

 

Article 5. Subcontracting

  1. The Company may, at its discretion, subcontract all or part of the operations necessary for providing the Customer with the Services. When subcontracting, the Company shall cause the subcontractor to undertake the obligations that are equivalent to the Company’s obligations under these Terms of Use, and shall be liable for the subcontractor’s breach of these Terms of Use.
  2. The Company shall subcontract the payment operations for the Services to Stripe Japan Kabushiki Kaisha (“Payment Agent”). The Customer shall acknowledge that the Payment Agent shall undertake the payment operations for the Services on behalf of the Company and that the Company will disclose and provide to the Payment Agent the necessary information required to process payments. If the Customer pays with a credit card, the Customer’s credit card number, expiration date, security code, and all other credit card information shall be retained only by the Payment Agent. The credit card information entered by the Customer will be sent directly to the Payment Agent instead of via the Company, and the Company shall not acquire any of the Customer’s credit card information. Please see the below website on the Payment Agent’s privacy policy: https://stripe.com/jp/privacy.

 

Article 6. Amendment of these Terms and Conditions

  1. The Company may amend these Terms of Use from time to time, and the amended Terms of Use shall apply to the Customer’s use and to the Customer’s Subscription Agreement.
  2. If the Company amends these Terms of Use, the Company shall give prior notice to the Customer on the contents of amendment and the effective date of amendment by the method prescribed by the Company. If the Customer does not give notice of termination of the Services by the effective date of such amendment or uses the Services on or after the effective date of such amendment, the Customer shall be deemed to have consented to such amendment to these Terms of Use.

 

Article 7. Notice of Change

  1. The Customer shall promptly give notice to the Company if there is any change in any of the information submitted to the Company at the time of the Customer’s application for the Services.
  2. The Company assumes no liability whatsoever for any detriment suffered by the Customer due to the Customer’s failure to give notice required under the preceding paragraph.

 

Article 8. Handling of Personal Information and Privacy

In providing the Services, the Company shall properly handle the personal information (as defined in Article 2 Paragraph 1 of the Act on the Protection of Personal Information), the secrecy of the communication, and privacy, etc. in accordance with the Act on the Protection of Personal Information, the Telecommunication Business Act, any relevant laws and regulations, and the Company’s “PRIVACY POLICY” available at (https://leverages.jp/privacypolicy) and “PRIVACY SECURITY” (https://leverages.jp/privacysecurity).

 

Article 9. The Customer’s Responsibilities

  1. The Customer shall process and resolve at the Customer’s own responsibility and cost any damage suffered by a third party or any claim or other demand made by a third party due to an event attributable to the Customer in using the Services. The Customer shall also process and resolve at the Customer’s own responsibility and cost any damage suffered by the Customer or any claim or other demand the Customer makes against a third party in using the Services.
  2. The Customer shall, at the Customer’s own responsibility and cost, take any security measures to prevent computer virus infections and to prevent any unauthorized access or divulging of information, as is reasonably appropriate for the Customer’s situation in which the Customer uses the Services. Unless due to the Company’s intentional act or gross negligence, the Company assumes no liability whatsoever for any damage suffered by the Customer due to unauthorized access or divulging of information.
  3. The Customer shall indemnify the Company for any damage caused by the Customer in using the Services.
  4. The Customer shall, at the Customer’s responsibility and cost, resolve any dispute with third parties such as complaints, objections, or claims for damages made by third parties against the Company arising from the Customer’s use of the Services and the Company assumes no liability whatsoever for such disputes. The Customer shall indemnify the Company for any damage suffered by the Company in such dispute.
  5. If the Customer uses the Services outside of Japan, the Customer shall bear any applicable tax imposed on the use of the Services in such countries where the Customer uses the Services.

 

Article 10. Prohibited Acts

  1. In using the Services, the Customer shall not engage in any of the following:
    1. an act that will or is likely to infringe upon copyrights, trademark rights, or other intellectual property rights, or other rights of the Company or third parties;
    2. an act of illegitimately rewriting or deleting the information stored in the Company’s facilities, or falsifying the information available regarding the Services;
    3. an act that is likely to hinder the Company’s operation of the Services;
    4. an act of using or having a third party use the Services for the purposes other than to perform the Customer’s own company’s internal business (in case of Use for Group Companies, the internal business of Group Companies);
    5. an act of providing the Services to third parties as performance of the Customer’s services that the Customer has been entrusted by such third parties (however, Use for Group Companies is excluded);
    6. an act in violation of laws and regulations or public order and morals;
    7. an act of discrimination, mental abuse, or defamation against the Company or third parties;
    8. an act of invading third parties’ privacy;
    9. a criminal act, an act related to a criminal act, or an act of inducing or soliciting participation in criminal acts;
    10. an act of transmitting or uploading pornographic, nude, obscene, or violent images, expressions, or indications, or other images, expressions or indications that would make the general public feel offended; an act of transferring or uploading expressions or indications that fall under child pornography or child abuse;
    11. a harmful or fraudulent act, including those detrimental to others, the Company’s business, or the Company’s reputation, such as marketing or dissemination of fraudulent products, services, schemes, or promotions (including get-rich-quick schemes, pyramid schemes, multilevel marketing, phishing, or pharming), or involvement in other fraudulent activities;
    12. an act of spoofing and using the Services as a third party;
    13. an act of sharing Authentication Information for Single Sign- On;
    14. an act of using another customer’s Authentication Information for the Services;
    15. an act of transferring or uploading computer viruses and other harmful computer programs, etc.;
    16. an act that will or is likely to hinder the use or operation of a third parties’ facilities or facilities for the Services;
    17. an act of using the Services in a manner that would breach the security of networks, computers, communication systems, etc., including unauthorized access and interception;
    18. an act of using the networks in an unauthorized manner, such as evading the system restrictions;
    19. an act of exchanging military information; 
    20. providing benefits to anti-social forces;
    21. an act of providing system services similar to the Services based on business operation information and technical information learned in the course of using the Services; or
    22. other acts that the Company deems inappropriate.
  2. The Customer shall immediately give notice to the Company if the Customer becomes aware that any of the acts listed in the preceding paragraph has occurred or is reasonably likely to occur.

 

Article 11. Service Charge

  1. The charge for the Services (“Service Charge”) is as set out in the Company’s prescribed website.
  2. The Service Charge shall be invoiced to the Customer on the date of commencement of use of the Services provided in Paragraph 12.2 pursuant to the subscription of “Stripe Billing” provided by Stripe Japan Kabushiki Kaisha. If the Customer does not give notice of termination of the Services, the Service Charge for the next month will be automatically invoiced on the date of cease of use provided in Paragraph 12.2. The Customer shall pay the Service Charge to the Company on such date of invoice.
  3. If payment is not completed on the date of invoice for reasons such as expiration of the credit card, the Company shall terminate the Customer’s subscription unless payment is confirmed within 15 days from such date of invoice.
  4. Notwithstanding the provisions of Paragraph 11.1, separate charges may arise due to change of specification, etc. of the Services. The handling of such charges shall be stipulated separately in writing through consultation between the Company and the Customer.
  5. The telecommunication expenses and telecommunication device, etc. that are necessary to use the Services shall be prepared at the cost and responsibility of the Customer. The Company shall not warrant that the Services will operate normally on the telecommunication device, etc. provided by the Customer.

 

Article 12. Service Period

  1. The period of use of the Services (“Service Period”) shall be one (1) month from the date of commencement of use of the Services. Provided, however, if the Customer or the Company does not give notice of termination to the other party by the maturity date, the Service Period shall be automatically extended for one (1) further month and the same shall apply thereafter.
  2. The date of commencement of use shall be set on the date the registration for the Services is completed, and the date of cease of the Services shall be set on the same date of the following month. Provided, however, if the date of commencement of use is not set for a given month, such date shall be set on the last day of such month.
  3. The Company may increase the charges or add a new charge or rate, etc. by giving notice to the Customer at least thirty (30) days prior to such change.
  4. During the Service Period, the Customer will be required to pay the Service Charge and consumption tax, etc. thereon for the Service Period regardless of whether the Services were unavailable due to suspension of the Services.

 

Article 13. Suspension of the Services

  1. The Company may, without giving the Customer any advance notice, suspend all or part of the Services if any of the following events occur. In such case, the Company shall not assume any responsibility whatsoever for any damages incurred by the Customer due to measures assumed by the Company pursuant to this Paragraph:
    1. a regular or emergency inspection or maintenance is conducted on the computer systems used for the Services;
    2. the system is overloaded;
    3. it becomes necessary to assure the Customer’s security;
    4. the computers, communication lines, etc. are disrupted due to accidents;
    5. it becomes impossible to operate the Services due to fire, power outage, natural disaster, or other force majeure events;
    6. there is trouble within the external connection services, the external connection services are ceased or suspended, or if the connection with the Services is suspended, or the specifications of the external connection services are changed, or there is a similar event with respect to the external connection services;
    7. the Customer is in breach of Article 10; or
    8. The Company reasonably determines that it is necessary to suspend the Services.
  2. The Company will promptly notify the Customer via e-mail at the e-mail address provided in advance by the Customer in the event the Company detects any suspension of the Services not intended by the Company or if the Company determines to suspend the Services unintendedly and without prior notice. 

 

Article 14. Early Termination of the Subscription Agreement

  1. The Customer may terminate the Subscription Agreement anytime by the method prescribed by the Company on the website for the Services. The Subscription Agreement shall terminate when the Customer could confirm that the termination has been completed on the website.
  2. If the Customer terminates the Subscription Agreement during a month, the Customer shall immediately pay to the Company the Service Charges for full month for the month in which the Subscription Agreement was terminated, consumption taxes, etc. thereon and any applicable delay charges as of the time the Subscription Agreement was terminated.

 

Article 15. Termination of the Subscription Agreement

  1. The Company may temporarily suspend the Services, or cancel the Customer registration or terminate the Subscription Agreement without providing the Customer with any notice if any of the following becomes applicable. The Company assumes no liability whatsoever for any damage suffered by the Customer due to such measures.
    1. There is a material non-performance or breach of the Subscription Agreement on the Customer’s part;
    2. If it is discovered that a false fact was registered;
    3. If the Customer suspends payment or becomes insolvent, or a filing is made with respect to the Customer for commencement of bankruptcy procedures, commencement of civil rehabilitation procedures, commencement of corporate reorganization procedures, commencement of special liquidation, or for commencement of procedures similar to the foregoing;
    4. If the Customer does not respond for more than thirty (30) days to the communication from the Company or other request for response from the Company;
    5. The Customer is in breach Article 10;
    6. There is trouble within the external connection services, the external connection services are ceased, suspended or discontinued, the connection with the Services is suspended or discontinued, or if the specifications of the external connection services are changed, or there is any other similar event in the external connection services;
    7. There is a likelihood that the Company will experience a serious economic or technical burden or suffer a security risk by providing the Services;
    8. It becomes necessary to comply with the requirement of laws and regulations or governmental authorities;
    9. The Company deems that the Company’s provision of the Services will be illegal;
    10. Full performance of the Subscription Agreement is not possible;
    11. Intention to refuse full performance of the Subscription Agreement has been clearly expressed;
    12. Performance of the Subscription Agreement is partially not possible or intention to refuse partial performance of the Subscription Agreement has been clearly expressed and the purpose of concluding the agreement cannot be achieved with the remaining portion;
    13. In cases where due to the nature of the agreement or the intention expressed by the parties, the purpose of the agreement cannot be achieved unless performance is made at a specific date/time or within a certain period of time, and where such period has elapsed without the performance of the Subscription Agreement;
    14. If the Customer or the Company has not performed the provisions in the Subscription Agreement and it is obvious that there is no likelihood that the performance sufficient to achieve the purpose of the agreement will be performed even if the other party makes a demand;
    15. The Customer is in breach of Article 21;
    16. The Customer is in breach of Article 24 and assigns its rights and obligations under the Subscription Agreement to a third party;
    17. In other cases where any of the grounds listed in the items of Article 542 of the Civil Code has occurred; or
    18. Other events arise such that the Company reasonably deems that it is necessary to terminate the Subscription Agreement.
  2. The Customer may terminate the Subscription Agreement if there is a material non-performance or breach of the Subscription Agreement on the Company’s part and such non-performance or breach is not rectified within thirty (30) days from the date when a notice of demand to rectify such non-performance or breach has reached the Company.

 

Article 16. Discontinuance of the Services

  1. The Company may discontinue all or part of the Services if any of the following becomes applicable, and may terminate all or part of the Subscription Agreement as of the date of discontinuance:
  1. The Company gave a notice to the Customer no later than three (3) months prior to the date of discontinuance to the e-mail address registered by the Customer; or
  2. It becomes impossible to provide the Services due to fire, power outage, natural disaster, or other force majeure events.
  1. If all or part of the Services are to be discontinued pursuant to the preceding paragraph, even if the date of discontinuance falls on a date during a month, the Customer shall pay to the Company the Service Charges for full month for the month the Services were ceased, consumption taxes, etc. and any applicable delay charges.

 

Article 17. After the Termination of the Subscription Agreement

  1. Upon termination of the Subscription Agreement, the Customer shall immediately return to the Company any software and any related materials, etc. (including any copies of all or part of such software and related materials; hereinafter referred to as the “Software and Related Materials, etc.”) loaned by the Company in using the Services, and shall at the Customer’s responsibility delete the Software and Related Materials, etc. stored in the Customer’s facilities.
  2. Upon termination of the Subscription Agreement, the Customer shall lose the Customer’s right to access the Customer’s data stored within the Company’s facilities under the Services. Upon termination of the Subscription Agreement, the Company may, without any advance notice, delete the Customer’s data stored in the Company’s facilities under the Services, and the Company is under no obligation to allow the Customer to use such data.
  3. Articles 9.1 and 9.3, Article 17, Article 18, Articles 20 through 30 survive the termination of the Subscription Agreement.

 

Article 18. Ownership of Rights

Intellectual property rights including copyright, and any other rights in and to the Services and the texts, images, programs, and other data constituting the Services belong solely to the Company or its licensors, and the provision of the Services under the Subscription Agreement shall in no way mean the licensing of the intellectual property rights of the Company or its licensors regarding the Services; except as explicitly provided in these Terms of Use. Other than when the Customer uses them in the Services, the Customer may not, without the Company’s consent, use any of the foregoing rights in any method or means whatsoever including by duplicating, copying, compiling, transferring, storing, selling, or publishing, etc.

 

Article 19. Disclosure of Information

The Company will not provide or disclose the management records and history regarding transfer of the contents of the texts, images, programs, and any other information transferred using the Services to third parties whether within Japan, any country and territory where the Customer uses the Services or other countries and regions except when any of the following is applicable:

  1. The Company obtained the Customer’s consent to do so;
  2. The Company is requested to disclose the information under the laws and regulations; or
  3. The Company is ordered to do so by a court or an administrative agency.



Article 20. Limitation of Liabilities

  1. The Company makes no warranties whatsoever, whether express or implied, regarding the contents of the Services or provision of the Services, including any legal warranty against non-conformity of the agreement, non-infringement of third party rights, or warranty of merchantability.
  2. The Company makes no warranties whatsoever including accuracy, usability, or fitness for a particular purpose of the information the Customer obtains through the Services.
  3. The Customer shall prepare any hardware and software and other facilities necessary for using the Services, and the Customer shall comply with the user’s agreements on use of those facilities. The Company assumes no liability whatsoever for any damage suffered by the Customer arising from those facilities, etc.
  4. The Company assumes no liability whatsoever to the Customer for any network delay due to disruption or heavy traffic of telephone companies and internet service providers, and data transfer delay, data extraction failure, data uploading/downloading failure, data transfer failure, or data deletion failure, etc. due to defects in the Customer’s hardware and software or other facilities.
  5. The Customer shall create backups of data stored in the Services at its own responsibility. The Company assumes no responsibility whatsoever in connection with storing, saving, and maintaining backups of data, etc.
  6. The Company shall assume no responsibility for any transactions, communications, or disputes between the users of the Services and third parties in relation to the Services.

 

Article 21. Exclusion of Antisocial Forces

  1. The Customer represents and warrants that the Customer, the Customer’s company, its officers (meaning directors, auditors, operating officer, and executive officers; hereinafter the same), its shareholders or the like who substantially own or control the Customer’s company are not:
    1. an organized crime group or a member or a quasi-member of such a group, an entity or a person who has been an organized crime group or its member in the past five years, an entity associated with an organized crime group, a corporate racketeer (sokaiya), a fraudster claiming to be a part of a social or political movement or the like, a special intellectual crime group, or any person or organization equivalent to any of the foregoing (“Organized Crime Groups,” hereinafter abbreviated as “OCGs”); or
    2. a group or individual either by itself or through third parties engaging in fraudulent acts, violent demands, use of threatening words, unreasonable demands beyond legal entitlement, interfering with the business operation of others, defaming the reputation or damaging the trust of others.
  2. The Customer represents and warrants that the Customer, the Customer’s company, officers of the Customer’s company, those having substantial management rights in the company, or those substantially involved in the management of the company do not have:
    1. any relationship that shows an OCGs’ control over the management;
    2. any relationship that shows an OCGs’ substantial involvement in the management;
    3. any relationship that shows reliance on OCGs for the purpose of unfairly benefiting itself, the Customer’s company, or third parties, or of damaging third parties;
    4. any relationship that shows provision of funds, benefits or services to an OCGs;
    5. a strong personal, capital, or economic relationship or other socially condemnable relationship with an OCGs or equivalent antisocial groups or individuals; or
    6. any other relationships equivalent to the items (1) through (5) above.
  3. The Customer and the Company may immediately terminate the Subscription Agreement without notice if it is discovered that the other party breached Paragraphs 21.1 or 21.2.
  4. If the Subscription Agreement is terminated pursuant to the provisions of the preceding Paragraph (excluding the Company’s breach of its obligations), the Company shall not refund the Service Charge.
  5. If the Subscription Agreement is terminated pursuant to the provisions of Paragraph 21.3 and the terminating party incurred damages, the other party shall be responsible to compensate all such damages regardless of any provisions in the Subscription Agreement that limits liability to compensate damages.



Article 22. Compliance with Export Control

  1. The Company does not prevent the Customer from using the Services outside Japan. Provided, however, that the Customer shall use the Services outside Japan at the Customer’s own responsibility and at the Customer’s own cost, and the Company assumes no liability whatsoever to the Customer or third parties with respect to the use of the Services. If the Company suffers any damage due to the Customer’s use of the Services outside Japan, the Customer shall indemnify the Company for such damage.
  2. When the Customer uses the Services outside Japan, the Customer shall comply with any and all export/import controls and other laws and regulations of Japan and of other countries and areas where the Customer uses the Services.

 

Article 23. Confidentiality

  1. The Customer and the Company shall maintain the confidentiality of any technical, operational, and business information of the other party disclosed by the other party for the purpose of performing the Services and indicated as being confidential or may be reasonably understood as being confidential from the nature of the information or the conditions surrounding disclosure (collectively “Confidential Information”), and shall not divulge or disclose it to third parties (excluding Leverages group companies with respect to the Company), except when any of the following is applicable in Japan, any country or territory where the Customer uses the Services, or other countries and regions:
    1. the Confidential Information is disclosed pursuant to laws and regulations;
    2. the Confidential Information is disclosed pursuant to an order by a court or an administrative agency;
    3. the Confidential Information is disclosed in a lawsuit, conciliation, or other legal procedures in pursuit of the rights under the Subscription Agreement; or
    4. disclosure to third parties is reasonably necessary in a manner similar to the preceding items.
  2. Any information that can be proven in writing to fall under any of the following shall not be considered Confidential Information:
    1. information that was already held by the recipient prior to the time of disclosure to the recipient;
    2. information that was already publicly known or used as of the time of disclosure to the recipient;
    3. information that became publicly known or used through no fault of the recipient after the disclosure to the recipient;
    4. information that the recipient lawfully obtained, without a confidentiality obligation, from a third party having a legitimate title; and
    5. information that was independently developed by the recipient without using the Confidential Information.

 

Article 24. No Assignment

24.1 The Customer may not assign or transfer to a third party, pledge as collateral, or otherwise dispose of the Customer’s status under the Subscription Agreement, all or part of the Customer’s rights or obligations under the Subscription Agreement without the Company’s written prior consent in writing.

24.2 If the Company assigns its business concerning the Services, it may assign its status under the Subscription Agreement accompanying such business transfer, its rights and obligations based on the Terms of Use, the registration matters of the Customers, and other Customers’ information to the assignee of such business transfer and the Customer shall consent in advance to these assignments in this Paragraph. The business transfer stipulated in this Paragraph shall include, in addition to ordinary business transfer, company split and all other circumstances in which business will be transferred.

 

Article 25. Jurisdiction

Any dispute arising in relation to these Terms of Use and the provision of the Services shall be submitted to the Tokyo District Court and Tokyo Summary Court having the exclusive jurisdiction in the first instance.

 

Article 26. Governing Law

Formation, validity, performance, and interpretation of these Terms of Use and the Subscription Agreement is governed by and construed in accordance with the laws of Japan.

 

Article 27. Entire Agreement

Both parties confirm that the agreement between the parties under these Terms of Use constitutes all agreements between the parties and the parties’ representations, and supersedes all prior communications, representations, understanding, and agreement, whether made orally or in writing, between the parties concerning these Terms of Use.

 

Article 28. Severability

If the competent court judges that any of the provisions of these Terms of Use are illegal, invalid, or unenforceable, the legality, validity, and enforceability of other provisions of these Terms of Use shall not be affected or become incomplete. Such provisions that were judged to be illegal, invalid, or unenforceable shall be deemed not to have existed from the time of execution of the Subscription Agreement.

 

Article 29. Prevailing Language

If there is a conflict between the Japanese descriptions and English descriptions of these Terms of Use, the Japanese shall prevail.

 

Article 30. Consultation

Any matter not provided for in these Terms of Use and interpretation of provision of these Terms of Use shall be discussed and shall be resolved in good faith.




CHAPTER 2 USE FOR GROUP COMPANIES



Article 31. License for Right to Use for Group Companies

  1. Notwithstanding any provisions of these Terms of Use, the Company shall grant to the Customer, the right to use the Services, limited to purposes of performing in-house business of the Customer's Group Company pursuant to a specific agreement executed between the Customer and the Customer’s Group Company (hereinafter referred to as the "Group Agreement"). If used for Customer’s Group Company, the Services cannot be used in any other way, including use by companies other than the companies notified to the Company under the procedures prescribed by the Company as the Customer’s Group Company as well as internal use by the Customer for the purpose of performing in-house business.
  2. The Customer is responsible for ensuring that the Customer’s Group Company complies with the terms of these Terms of Use, thereby allowing the Customer's Group Company to use the Services to the extent necessary to perform in-house business of the Customer's Group; provided, however, that in such case, the Customer shall be liable for any breach of obligations set forth in these Terms of Use by the Customer's Group Company.
  3. The Customer or the Customer’s Group Company may allow an external contractor to use the Services within the scope necessary to perform the contracted work which may be all or part of the business related to use by the Customer or the Customer’s Group Company, if the Customer ensures that the external contractor will comply with the terms under these Terms of Use; provided, however, that in this case, the Customer shall be liable for any breach of the obligations set forth in these Terms of Use by such external contractor.
  4. Notwithstanding any provisions of these Terms of Use, when the Group Agreement is terminated, these Terms of Use shall also be terminated and the Services can no longer be used.

 

[Established on 01/01/2023]

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