D-Agree Terms of Service

This Terms of Service is a translation of the original document (in Japanese), and all matters relating to its validity shall take precedence over the original document.

Updated by AGREEBIT Legal Team on May 31, 2021

Chapter 1 General Provisions

1. Application of the Terms of Service

1-1. The purpose of these Terms of Use is to define the conditions under which those who have agreed to these Terms of Use and have signed a contract or application for use of the D-Agree service (hereinafter referred to as the "Service") with AGREEBIT Corporation (hereinafter referred to as the "Company") (hereinafter referred to as "Subscriber") and registered users of the Service (hereinafter referred to as "Users") may use the Service. The purpose of this Agreement is to set forth the conditions necessary for the Subscriber and User to use the Service.

1-2. The Subscriber and the User shall comply with these Terms of Use when using the Service.

1-3. In addition to the terms and conditions described in this Agreement, special provisions may apply to the Service provided by the Company. The contents of the Special Provisions shall be interpreted together with the Terms, and in the event of any discrepancy between the Special Provisions and the Terms, the Special Provisions shall take precedence.

2. Changes to the Terms

2-1. The Company may change the Terms at any time. In this case, the terms and conditions of use of the Subscriber and User and other contents of the Service Usage Agreement shall be subject to the new Terms after the change.

2-2. When the Company makes the changes described in the preceding paragraph, the Company shall notify the Subscriber and User of the contents of the new Terms after the changes by posting them on the Company's designated homepage with a notice period of 14 days or more. However, this shall not apply in the event of unavoidable circumstances such as legal compliance.

3. Service Area

The Service shall be available not only in Japan but also from all over the world.

Chapter 2 Service Usage Agreement

4. Conclusion of Contract, etc.

4-1. A Service Usage Contract shall be concluded when an applicant (a person who wishes to conclude a Service Usage Contract, hereinafter the same) submits to united an application form in the form prescribed by united, and when united sends a notice of acceptance, or when an application for use is made by entering the necessary information in the prescribed application form for the Service. The service shall be established when the applicant applies for use of the service by entering the necessary information in the prescribed application form. The applicant shall accept the terms and conditions of this Agreement before applying for the service, and the Company shall deem that the applicant has accepted the terms and conditions of this Agreement at the time of application.

4-2. The applicant shall fill out or input the necessary information in the application form or application form prescribed by the Company and submit it to the Company. The Company shall notify the applicant of the start of use of the Service along with the notification of acceptance. Please note that Service Usage Contracts shall be concluded for each application for Service Usage Contracts.

4-3. When united judges that an applicant falls under any of the following items, united may not conclude a Service Usage Contract.

(1)When the Applicant has declared a false fact.

(2)When there is a risk that the applicant will fail to pay the fees for the use of the Service.

(3)When it is technically difficult to provide the Service

(4)When the applicant has violated the contract with the Company in the past

(5)When there has been a violation of the warranties or representations set forth in Article 31, or when there has been an act that violates the commitment

(6)Other companies in the same industry

(7)When there is an impediment to the execution of the Company's business or when the Company deems it inappropriate.

4-4. The Service Usage Agreement stipulates the agreement between the Subscriber and united as of the date the agreement is executed. If there is any discrepancy between the content of the Service Usage Agreement and the content of agreements, documents, offers, etc. mutually exchanged prior to the execution of the Service Usage Agreement, the content of the Service Usage Agreement shall take precedence.

4-5. The contents described in this agreement are all of the agreements regarding the Service Usage Agreement, and the Subscriber and the Company shall not bear any obligations or responsibilities beyond those specified in this agreement regarding the Service Usage Agreement and the Service.

4-6. If any reason arises for the Subscriber to change any of the items applied for in Paragraph 2, the Subscriber shall fill in or input the details of the change in the application form or application form prescribed by the Company and submit it to the Company.

5.Period of the Service

5-1. The period of implementation of the Service shall be in units of one month or one year for each Subscriber, and the start date of the period of implementation shall be the service implementation start date specified in the preceding article. However, if neither the Subscriber nor the Company expresses a different intention at least half a month before the expiration of the period in the case of a one-month period, or at least one month before the expiration of the period in the case of a one-year period, the implementation period shall be automatically extended for another period of the same unit under the same conditions, and the same shall apply thereafter.

5-2. Some of the Services may have a minimum usage period. The minimum usage period shall be as specified in the Service Usage Agreement.

6. Termination of the Service

6-1. The Subscriber may cancel the Service Usage Contract and terminate the use of the Service by applying for cancellation to united. When the Subscriber cancels the Service Usage Contract, the Subscriber shall make an application for cancellation to united using the format prescribed by united. The Service Usage Contract shall be terminated when the Subscriber's application for cancellation reaches united and united deletes the usage authority for the Service.

6-2. In the event that there is a minimum usage period set forth in the previous article and the Subscriber cancels all or part of the Service before the minimum usage period expires, the Subscriber shall pay the following amount to the Company by the date of cancellation as a cancellation fee.

(1)The amount obtained by multiplying the average monthly usage fee for the Service, calculated according to the usage volume during the period from the billing month preceding the billing month in which the date of mid-term termination belongs to the date of commencement of the Service, by the number of months remaining in the minimum usage period (rounded up to the nearest month).

(2)If the above period is less than one (1) month, the amount obtained by multiplying the average daily fee calculated based on the usage volume of the Service up to the date of mid-term termination by 30, and then multiplying by the number of remaining months of the Minimum Usage Period (rounded up to the nearest month).

6-3. If the Subscriber cancels all or part of the Service after the expiration of the Minimum Usage Period specified in the preceding article, the preceding paragraph shall not apply and the cancellation fee specified in the preceding paragraph shall not be incurred.

6-4. The Subscriber or the Company may immediately cancel all or part of the Service Usage Contract without any notice or demand to the other party if the other party falls under any one of the following items.

(1)When a bill or check is dishonored

(2)When a petition for seizure, provisional seizure, provisional disposition, or auction is filed, or when tax delinquency disposition is received

(3)The commencement of bankruptcy proceedings, specified conciliation proceedings, corporate reorganization proceedings, civil rehabilitation proceedings, or other similar bankruptcy proceedings is alleged, or the Company enters liquidation.

(4)When other serious reasons similar to the preceding items arise that make it difficult to continue the Service Usage Contract.

(5)When the company intends to dissolve or transfer all or a significant part of the business related to the performance of the Service Usage Contract to a third party.

(6)When the Company is subject to cancellation or suspension of business by a supervising ministry or agency, or when the Company intends to change or close a business, and it is reasonably expected that the Company will be unable to fulfill the Service Usage Contract.

(7)When there is a fact that is contrary to the guarantee or representation specified in Article 31, or when there is an act that is contrary to the commitment.

6-5.The Subscriber or Fuji Xerox may cancel the Service Usage Contract in whole or in part when the obligations based on the Service Usage Contract are not fulfilled due to reasons attributable to the other party, and when the obligations are not fulfilled within a reasonable period of time despite a notice to the other party. However, this shall not apply when the default of the obligation at the time the said period has passed is minor in light of the Service Usage Agreement and socially accepted business practices.

6-6. When the Subscriber or the Company falls under any of the items of Paragraph 4, or when the Subscriber or the Company does not perform the obligations even after giving the notice prescribed in the preceding paragraph, the Subscriber shall naturally lose the benefit of time and immediately repay all monetary obligations owed to the other party.

6-7. When the Company cancels the Service Usage Contract due to the Subscriber falling under any of the items in Paragraph 4, the Subscriber shall immediately pay the Company the mid-term cancellation fee based on Paragraph 2. However, this shall not apply after the expiration of the minimum usage period.

6-8. When the Subscriber cancels the Service Usage Contract due to the Company falling under any of the items in Paragraph 4, Paragraph 2 shall not apply even before the expiration of the Minimum Usage Period, and the mid-term cancellation fee based on Paragraph 2 shall not be incurred.

6-9. The User may suspend the use of the Service by applying to the Company for suspension. When a User wishes to discontinue use of the Service, the User shall submit an application for discontinuation of use to the Company in the format prescribed by the Company. The service shall be terminated when the application for suspension of use reaches the Company and the Company deletes the user's authority to use the service.

Chapter 3 Provision of Service

7. Provision of the Service

7-1. The Company shall provide the Service to Subscribers and Users with the care of a good manager based on the Service Usage Agreement. The Company shall provide the Service to the Subscribers and Users with the care of a good manager based on the Service Usage Agreement; provided, however, that this shall not apply when otherwise provided in the Service Usage Agreement.

7-2. The contents of the Service shall be as set forth in the documents (hereinafter referred to as "Service Specifications") posted on the Internet homepage prepared by united (hereinafter referred to as "Service Public Website").

8. Use of the Service

8-1. In using the Service, the Subscriber and the User shall prepare the computer terminal, communication line and other computer environment (hereinafter referred to as "Client Environment") separately specified by the Company and connect to the Service. The Service is provided by connecting the Client Environment to the Company's Service Environment via a network.

9. Hours of the Service

9-1. The hours of the Service shall be as specified in the service specifications.

9-2. Notwithstanding the provisions of the preceding paragraph, the Company may perform planned maintenance (hereinafter referred to as "Planned Maintenance") for the smooth operation of the Service, and may temporarily suspend the provision of the Service for the purpose of performing Planned Maintenance. In this case, the Company shall notify the Subscriber of the planned maintenance in the manner described in the service specifications.

9-3. Notwithstanding the provisions of Paragraph 1, the Company may temporarily suspend the provision of the Service in order to perform emergency maintenance (hereinafter referred to as "Emergency Maintenance") when the Company deems it unavoidable in order to maintain the Service. In this case, the Company shall promptly report to the Subscriber of the emergency maintenance to the effect that the emergency maintenance has been carried out.

9-4. Notifications and reports regarding the maintenance in Paragraph 2, Item 3 shall be posted on the Service Public Website.

10. Obligation of Cooperation of Subscriber and User

10-1. The Subscriber and the User shall provide the Company with the information necessary for the Company to provide the Service.

10-2. The Subscriber shall designate a person who will be the contact point with the Company (hereinafter referred to as "the person in charge") and notify the contact information to the Company when using the Service. In the event of a change in the person in charge, the user must promptly notify the Company of the new person in charge.

10-3. All communication between the Subscriber and the Company regarding the use of the Service shall be conducted through the person in charge.

11. Inquiries about the Service

11-1. The Company shall accept questions from the person in charge regarding the specifications or operation methods of the Service. The method of accepting and answering questions, as well as the hours of acceptance and response, shall be as described in the service specifications.

11-2. The Company shall accept questions or consultations from the person in charge regarding the investigation of causes and workaround measures in the event that the Service does not operate normally. The time frame for questions or consultations is as described in the service specifications.

11-3. The Company shall not provide support for inquiries other than those listed in the preceding paragraph, such as inquiries about services and software that the Subscriber has individually installed, inquiries about software used in combination with the Service (excluding software provided by the Company as part of the Service), and inquiries about the internal structure of the Company's service environment. The Company shall not provide any support other than those described in the preceding paragraph.

12. Subcontracting

12-1. united may, at its own responsibility, subcontract all or part of the work related to the Service provided under the Service Usage Agreement to a third party.

12-2. In the event that the Company subcontracts the work based on the preceding paragraph, the Company shall be responsible for the selection and supervision of the subcontractor and the results of the work performed by the subcontractor, and shall not cause any inconvenience to the Subscriber.

13. Copyrights, etc. related to the Service

13-1. Unless otherwise specified, the Subscriber and User shall not reproduce, adapt, publicly transmit (including making transmittable), modify, decompile, reverse assemble, reverse engineer, etc., the software and contents, etc. provided by the Company in the Service. Unless otherwise specified, the Subscriber and the User may not reproduce, adapt, publicly transmit (including making transmittable), modify, decompile, reverse assemble, reverse engineer, etc. the Software Content, etc.

13-2. If the Company provides the Subscriber or User with software, etc. that operates in the client environment as part of the Service and the license conditions are separately presented in writing, the Subscriber shall use the software, etc. in accordance with the license conditions.

13-3. The Company shall not disclose the information, etc. (excluding personal information) registered by the Subscriber and User in the Company's service environment in the Service.The Company may reproduce, adapt, and automatically transmit publicly (including making transmittable) the information, etc. registered by the Subscriber and the User in the Company's service environment (excluding personal information) in the Company's service environment only for the purpose of the Company's operation of the Service.

14. Handling of Information

1. The Subscriber and the User shall save the information, etc. that the Subscriber considers important among the information, etc. that the Subscriber registered in the Service Environment of the Company as backup at their own responsibility.

2. When the Service Usage Contract is terminated, the Subscriber shall download and retrieve the information registered and saved in the Service Environment of the Company at his/her own responsibility and expense as necessary. Furthermore, after the termination of the Service Usage Contract, the User shall not be able to refer to, view, operate, or acquire the information registered and saved in the Service Environment of united before the termination.

The User shall download and retrieve the information registered and saved in the Company's service environment as necessary, at the User's own responsibility and expense. In addition, the User shall not be able to refer to, view, operate, or acquire the information registered or saved in the Company's service environment after the User's use is suspended.

15. Prohibited Items

The Subscriber and User shall not perform the following acts when using the Service.

(1) Acts that infringe or may infringe on the intellectual property rights such as copyrights and trademark rights of the Company or a third party.

(2) Actions that infringe or may infringe the property, privacy or portrait rights of the Company or any third party

(3) Actions that discriminate, slander, or insult the Company or a third party, promote discrimination against a third party, or damage the reputation or credibility of the Company or a third party

(4) Actions that lead or are likely to lead to crimes such as fraud, abuse of controlled substances, child prostitution, and illegal trading of savings accounts and cell phones

(5)Transmitting or posting images, documents, etc. that are obscene, child pornography, or child abuse, or selling media containing such images, documents, etc., or displaying or transmitting advertisements that evoke such transmission, posting, or sales.

(6) Violating the Act on the Control of Stalking, etc.

(7)Establishing or soliciting the establishment of an infinite chain (Ponzi) scheme.

(8)Illegally conduct or solicit gambling.

(9)Directly and explicitly contracting, mediating, or inducing (including requesting others to do so) illegal activities (such as the transfer of guns, provision of child pornography, forgery of official documents, murder, and threats)

(10)Posting or transmitting to a large number of unspecified persons atrocious information such as murder scenes, images of animal cruelty, or other information that is socially disgusting to third parties.

(11)Inducing or soliciting others to commit suicide

(12)Acts that violate the regulations for providers of such businesses based on the Act on Regulation, etc. of Acts of Inducing Children to Use Internet Dating Services and the prohibition of illegal solicitation using such businesses

(13)Conducting pre-election campaigning, election campaigning, or similar activities, or any activities in violation of the Public Offices Election Law

(14)Sending advertisements, promotions, solicitations, or other e-mails to the Company or third parties without permission, sending e-mails that are disgusting or have the potential to be disgusting (harassing e-mails), interfering with the Company's or third parties' receipt of e-mails, or requesting the forwarding of e-mails in a chain reaction, or forwarding e-mails in response to such requests

(15) Repeatedly connecting to a computer owned by a third party, thereby making that computer unavailable for use.

(16)Collecting a third party's personal information without the consent of the user or by fraudulent means

(17)Falsifying or deleting information that could be used through the use of this service

(18)Impersonating the Company or a third party in the use of the Service

(19)Any act that interferes or may interfere with the use or operation of the Company's or a third party's facilities.

(20)Transmitting or posting harmful computer programs or making them available to third parties.

(21) Failing to comply with procedures required by laws and regulations, such as notifying regulatory authorities or obtaining permits and approvals, or otherwise violating such laws and regulations.

(22)In addition to the above, acts that violate laws and regulations or public order and morals (violence, cruelty, etc.), acts that damage the Company's reputation or infringe the Company's property, or acts that cause disadvantage to a third party.

(23) Linking to data, etc., that can be seen in any of the above actions (including cases where the relevant actions are being performed by a third party).

(24)Causing a third party to commit any of the acts described in the preceding items, or leaving a third party to commit such acts without taking appropriate measures while knowing of the existence of such acts by the third party.

16. Principle of Resolution between Parties

16-1. When the Subscriber judges that the act of a third party corresponds to any of the items of the preceding article, the Subscriber shall directly notify the third party of the request.

16-2. If the Subscriber or User is notified by the Company or a third party of any kind of claim that corresponds to any of the items of the preceding article regarding their own actions, the Subscriber and User shall handle and resolve said claim at their own responsibility and expense.

17. Troubleshooting

When the Company judges that the act of the Subscriber or the User corresponds to any of the items of Article 15, or when the Company knows that a trouble related to the claim in Paragraph 2 of the previous article has occurred, the Company can take measures that the Company judges appropriate, such as deletion or non-display of part or all of the information transmitted or displayed by the Subscriber or the User, or cancellation of the contract based on Article 6, without prior notice to the Subscriber or the User.

18. Principle of self-responsibility

18-1. The Subscriber and the User shall be responsible for the use and management of IDs, passwords, email addresses, etc. issued by the Company for use of the Service, and the Company shall not be responsible for any damage incurred by the Subscriber due to the use of these by a third party. The Company shall not be liable for any damages incurred by the Subscriber due to the use of such information by a third party. In addition, the Subscriber shall bear all usage fees incurred due to the use of these by a third party.

18-2. If the Subscriber or User causes damage to a third party due to reasons attributable to the Subscriber or User, or if the Subscriber or User receives a claim from a third party, the Subscriber or User shall handle and resolve the claim at their own responsibility and expense. The same applies when the Subscriber suffers damage from a third party or makes a claim against a third party due to the use of the Service.

18-3. The information (contents) provided or transmitted by the Subscriber using the Service is provided at the Subscriber's own risk, and the Company does not make any guarantees regarding the contents, etc., and does not take any responsibility for any damage caused by such information.

19. Ensuring Security

19-1. In order to ensure the safety of the Company's service environment, the Company shall take the Company's prescribed security protection measures for the Company's service environment. The Company does not guarantee that unauthorized access to the Company's service environment or unauthorized use of the Service will be completely prevented.

20. Subscriber Specific Information

20-1. The Company shall not use the Subscriber's and User's unique information (hereinafter referred to as "Subscriber's Unique Information") that the Subscriber and User have registered and input into the Service by themselves without the consent of the Subscriber and User.

20-2. Notwithstanding the provisions of the preceding paragraph, the Company may refer to and view (including disclosing to a third party in the case specified in each of the following items) the Subscriber's Specific Information within a legitimate scope if any of the following items apply. In addition, the Company shall not use the Subscriber's Specific Information that is referenced or browsed due to any of the following items for any purpose other than the purpose of reference or browsing based on the provisions of the relevant items.

(1)When a compulsory disposition based on the provisions of Article 218 of the Code of Criminal Procedure, the same law, or the Act on Interception of Communications for Criminal Investigations, or other compulsory disposition based on a court order or law is made, and the information is disclosed within the scope of said disposition.

(2)In cases where the requirements for a request for disclosure under Article 4 of the Act on the Limitation of Liability for Damages of Specified Telecommunications Service Providers and the Disclosure of Identification Information of the Senders are satisfied, and where the information is disclosed within the scope of said request for disclosure.

(3)When the Company deems it necessary for the protection of life, body, or property, and the information is used or disclosed to the extent necessary for such protection.

(4)When referring to the Subscriber's specific information within the scope necessary for the Company to operate the Service (calculation of usage fees, maintenance of equipment, etc.).

21. Handling of Confidential Information

21-1. In these Rules, confidential information shall mean the following information.

(1) Business, technical, or sales information specific to the other party disclosed in writing (including electronic form) with an indication that it is confidential.

(2)Business, technical, or sales information specific to the other party disclosed orally or by demonstration, etc. with a clear indication that the information is confidential, and presented to the other party in writing (including electronic form) within 10 days of disclosure.

(3)The contents of Service Usage Agreements (excluding, however, these Terms of Use and the contents posted on the Service Public Website).

21-2. Notwithstanding the preceding paragraph, information that falls under any of the following items shall be excluded from the confidential information in the preceding paragraph.

(1)Information that is already public knowledge at the time of disclosure, or information that becomes public knowledge through no fault of the party who received the Confidential Information after disclosure (hereinafter referred to as the "Recipient")

(2) Information that the Recipient has legitimately obtained from a third party without any obligation of confidentiality

(3) Information that is already in the possession of the recipient at the time of disclosure

(4)Those developed by the Recipient independently of the disclosed confidential information.

21-3. The Subscriber and the Company shall maintain the confidentiality of the Confidential Information disclosed by the other party, and shall not disclose or leak the Confidential Information to anyone other than their own officers and employees who need to know the Confidential Information for the use of the Service (and for the Company, for the operation and development of the Service). In addition, the Subscriber and the Company shall keep and manage the materials received from the other party for disclosure of Confidential Information (including tangible fixed materials of Confidential Information received via network such as e-mail, etc., hereinafter referred to as "Confidential Materials") with the care of a good manager, shall not transfer or provide them to any third party, and shall not disclose or leak them to anyone other than the relevant officers and employees.

21-4. Notwithstanding the preceding paragraph, in any of the following cases, the Subscriber and the Company may disclose or provide the other party's confidential information and confidential materials to the third party concerned.

(1) When the disclosure to a third party is compelled by law. However, in this case, the Recipient shall endeavor to notify the other party in advance and shall require the third party to take measures to maintain confidentiality within the scope of the relevant laws and regulations.

(2)When the information is provided to a person who is obligated to maintain confidentiality by law, such as a lawyer or a certified public accountant, within the scope necessary for the business of the person concerned.

(3)When the Subscriber and the Company impose the same obligation of confidentiality in writing as the obligation of confidentiality set forth in this Article, and entrust all or part of the work related to the Service and the software development, etc. related to the Service to the third party concerned.

21-5. The Subscriber and the Company shall use the confidential information disclosed by the other party only for the Service, and shall not use it for any other purpose.

21-6. The Subscriber and the Company shall be able to reproduce the Confidential Information to the extent necessary for the use of the Service. The provisions of this Article shall also apply to the reproductions of the Confidential Materials (hereinafter referred to as "Reproductions" in this Article).

21-7. The Subscriber and the Company shall return, destroy, or erase the Confidential Materials (including copies, if any) to the other party without delay when requested to do so by the other party or when the Service Usage Agreement is terminated. Even after the return, destruction or deletion of the Confidential Material, the obligation to maintain confidentiality set forth in this Article shall remain in effect.

21-8. The Subscriber and the Company shall ensure that their own officers and employees and subcontractors who come to know the other party's confidential information comply with the contents of this Article.

21-9. Personal information held by the Subscriber (as defined in Article 2, Paragraph 1 of the "Act on the Protection of Personal Information") that is disclosed with a clear statement to that effect and materials received from the Subscriber for the disclosure of said personal information (the same type of materials as those in Paragraph 3) shall be treated in the same manner as confidential information and confidential materials in this Article. The information and materials received from the Subscriber for disclosure of said Personal Information (the same type of materials as those in Paragraph 3) shall be treated in the same manner as Confidential Information and Confidential Materials in this Article. However, Items (1) through (3) of Paragraph 2 shall not apply to Personal Information.

21-10. The provisions of this Article shall remain in effect even after the termination of the Service Usage Agreement, without a fixed period of time.

22. Liability for the Service

1.In the event that the Subscriber suffers damages because the individual Service based on the Service Usage Contract is not available at all due to reasons attributable to united (this refers to the case where united does not provide the relevant Service at all, or where the relevant Service is significantly interfered with to the extent that it is not available at all, hereinafter referred to as "unavailability"), the Subscriber shall be liable for the damages. In the event that the Subscriber suffers damage due to the unavailability of the Service, the Company shall be liable for compensation up to the amount specified in each of the following items only if the unavailability continues for 72 hours or more from the time the Company became aware that the Subscriber was unable to use the Service. However, the Company shall not be liable for damages arising from reasons not attributable to the Company, damages arising from special circumstances whether or not the Company should have foreseen them, or lost profits. The Company's legal liability for unavailability of the Service shall be limited to the scope set forth in this section.

(1)A fee for the time of suspension of the Service, calculated from the average of the monthly usage fees of the Service calculated according to the usage volume for the past 12 months, starting from the billing month before the billing month in which the unavailability occurred.

(2)In the event that the period starting from the billing month prior to the billing month in which unavailability occurred and ending on the service commencement date is less than 12 months, the fee for the suspended time of the time charge calculated from the monthly average of the usage charge for the Service calculated based on the usage volume for the relevant period.

(3)When the above period is less than one month, the fee for the suspended time of the time charge calculated from the daily average of the usage charge of the Service calculated in accordance with the usage volume of the Service up to the date of unavailability.

2. The Company's legal liability for the unavailability of the Service shall be limited to the scope set forth in the preceding paragraph. In addition, the following events are events beyond the Company's control (but not limited to), and the Company shall not bear any legal responsibility for any damages incurred by the Subscriber due to such events.

(1)Planned maintenance

(2)Natural disasters such as earthquakes, typhoons, floods, and storms, outbreaks of infectious diseases, wars, civil disturbances, and riots

(3)An order by a governmental or judicial body to suspend operations

(4)Problems with the client environment

(5)Problems with the network line used to connect to the Service

(6) Unauthorized operation by the Subscriber

(7) Attacks and fraudulent acts by third parties

3. The Subscriber and the Company shall not be liable for any damages incurred by the other party due to the Subscriber's failure to perform obligations under the Service Usage Contract (except in the cases described in the preceding paragraphs) or due to any of Article 6, Paragraph 4, Items (1) through (6). However, SOFTBANK TELECOM shall not be liable for damages arising from reasons not attributable to the parties, damages arising from special circumstances, whether or not foreseen by the parties, or lost profits.

Chapter 4 Usage Fees

23. Monthly Fee

The fee month for the Service shall be from the start date of use to the day before the same date in the following month.

24. Service Usage Fees

24-1. The unit price of the usage fees for the Service shall be published on the Service public website or quoted individually.

24-2. Usage fees for the Service shall be incurred as follows

(1)For Service Usage Agreements with the fee type of "Lump Sum", the fee shall be charged on the date of commencement or completion of the relevant work related to the relevant service, and shall vary depending on the contents of each individual agreement.

(2)For Service Usage Agreements where the type of charge is "Monthly", the amount of the charge shall accrue on the first day of each month for the relevant Service.

(3)For Service Usage Agreements that specify "Annual Fee" as the fee type, the amount of the fee shall accrue on the date corresponding to the annual service commencement date of the applicable Service.

(4) If the type of charge is "Pay-As-You-Go" in the Service Usage Agreement, the amount of the charge shall accrue in accordance with the usage volume of the relevant service.

24-3. The Company shall calculate the usage fees for the Service Usage Agreement with the "metered" rate type from the first day of each month to the last day of the month (if the Service Usage Agreement is started or terminated in the middle of the month, the usage fees shall be calculated from the day of the start or the day of the termination).

24-4. Usage fees for which the fee type is "Lump Sum" or "Monthly" shall not be calculated on a pro-rated basis, even if the service start date or service end date is in the middle of the billing month. In addition, in the event that the quantity of a service for which the type of charge is "Monthly" is changed in the middle of a billing month, the full amount of the monthly usage fee for the largest quantity in the relevant billing month shall be applied as the usage fee for the relevant billing month.

24-5. Usage fees for which the type of fee is "Annual Fee" shall not be refunded to the Subscriber even if the Service is terminated before the expiration of the Service Term, unless there is a reason attributable to the Company. 6. The amount equivalent to consumption tax and local consumption tax (hereinafter referred to as "consumption tax, etc.") on the usage fees of the Service shall be calculated on the usage fees calculated in accordance with the preceding paragraph, which are totaled for the entire Service Usage Agreement. The tax rate used to calculate the amount equivalent to the consumption tax, etc. shall be the tax rate in effect at the time of the calculation.

24-6. Fractions of less than one 1 yen shall be discarded when calculating the usage fees for the Service and the amount equivalent to consumption tax.

25. Obligation to Pay Usage Fees

The Subscriber shall pay the Service fee and the amount equivalent to consumption tax, etc. for each billing month calculated in accordance with the preceding Article to the Company in accordance with the payment conditions specified in the application form. If the payment due date falls on a financial institution holiday, the payment due date shall be the previous business day.

26. Terms of Payment of Usage Fees

26-1. The Subscriber shall bear the bank transfer charge, etc. to the financial institution at the time of the payment of the preceding article.

26-2. When the Subscriber fails to repay the monetary obligations (including bill obligations, the same below) arising from the Service Usage Agreement, the Subscriber shall pay to SOFTBANK TELECOM a late charge at the rate of 14.6% per annum from the day after the due date until the day of full payment.

26-3. If the Subscriber does not pay the usage fee and the amount equivalent to consumption tax, etc. by the payment due date, the Company may stop providing the Service after giving notice to the Subscriber.

Chapter 5 Others

27. Prohibition of Transfer of Rights, etc.

The Subscriber shall not transfer, lend, etc. the rights and obligations based on the Service Usage Agreement to a third party.

28. Prohibition of Resale, etc.

28-1. The Subscriber shall not resell, re-sell, or sublicense all or part of the Service to a third party in a form that directly accesses the functions of the Service, unless otherwise specified in these Rules or without the prior consent of united.

28-2. These Terms of Use shall apply to the applicant who has entered into a service use agreement with Fuji Xerox, and these Terms of Use shall not apply to the applicant who has entered into an agreement for the provision of the Service with a third party such as a Fuji Xerox distributor or agency (hereinafter referred to as a "Distributor"). In such cases, the Company shall not be liable for any loss or damage arising from the use of the Service. In such cases, the Company shall not be directly liable to the relevant applicant for the use of the Service by the relevant applicant.

29. Security Export Control

When the Subscriber conducts export transactions related to the Service that require a license prescribed by the Foreign Exchange and Foreign Trade Law (including related government ordinances), the Subscriber shall obtain the prescribed license.

30. Revision and Abolition of the Service

1. The Company may discontinue the provision of the Service. In that case, the Company shall notify the Subscriber and the User of such discontinuation with three (3) months notice.

2. The Company may add, change, revise, or abolish the contents of the Service at the Company's discretion for the purpose of improving the Service. The contents of such additions, changes, amendments, and abolition will be described in the service specifications and the service public homepage.

31. Exclusion of Antisocial Forces, etc.

31-1. In concluding a Service Usage Agreement, the Subscriber and the Company shall not allow themselves or their officers (regardless of name, advisors, advisors, employees who execute business, or other persons who are deemed to be participating in management in fact) and employees (persons who have authority over business that has a significant impact on business profits or who act on behalf of it) to engage in any of the following activities. The Company represents and warrants that it has not and will not fall under any of the following categories of persons (hereinafter referred to as "antisocial forces, etc."), and that it has not and will not have any relationship with antisocial forces, etc.

(1) "Organized crime groups, organized crime group members, organized crime group quasi-constituents, organized crime group-related companies, general merchants, social movements, specially intelligent violent groups," as described in the National Police Agency's "Outline of Organized Crime Countermeasures," and other similar parties.

(2) A person who has a close personal, capital, or economic relationship with any of the parties listed in the preceding item, such as by providing funds or favors, or by using the Service for the purpose of gaining unfair profits.

31-2. The Subscriber and the Company pledge to the other party that they will not commit any of the following acts by themselves or by using a third party.

(1) Acts of fraud, violent acts, or threatening words and phrases

(2) Illegal acts or unreasonable demands

(3) Interference with business

(4)Acts that damage the reputation or credibility of the Company

(5)Acts equivalent to any of the preceding items.

32. High-Safety Usage

The Subscriber acknowledges that the Service is provided for general purposes such as general office use, personal use, home use, and normal industrial use, etc. The Subscriber agrees that the Service is provided for general purposes such as nuclear reaction control in nuclear facilities, automatic aircraft flight control, air traffic control, operation control in mass transportation systems, medical equipment for life support, missile launch control in weapons systems, etc. The Subscriber agrees that the Service is provided for general purposes such as general office use, personal use, home use, and normal industrial use, etc. The Contractor confirms that the equipment is not intended for use in applications that require extremely high levels of safety, such as nuclear reaction control in nuclear facilities, automatic aircraft flight control, air traffic control, operational control in mass transportation systems, medical equipment for life support, and missile launch control in weapons systems, and that if such safety is not ensured, the equipment will not be used in applications that directly pose a serious risk to life and limb (hereinafter referred to as "high-safety applications"). The Subscriber shall not use the Service for high-safety applications without taking measures to ensure the safety required for such high-safety applications. The Company shall not be liable for any claims or damages from the Subscriber or a third party arising from the Subscriber's use of the Service for high-safety purposes.

33. Agreed Jurisdiction

The Nagoya District Court shall be the exclusive jurisdictional court of the first instance for any lawsuits related to this Agreement and the Service Usage Agreement.

34. Governing Law

These Terms and Service Usage Agreement shall be governed by the laws of Japan.


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