(Revised on April 17, 2018)
Chapter 1 General Provisions
Article 1 (Purpose)
- These Terms shall apply to any and all matters arising between the Company and a party having entered into an agreement concerning the use of the Services with the Company (such party, a “Partner” and such agreement entered into, the “Service Agreement”).
Article 2 (Definitions)
The following capitalized terms as used in these Terms shall have the meanings as prescribed respectively thereto:
- (1) “Services” means those services provided by the Company under the name containing “KARTE”;
- (2) “Optional Services” means those incidental services provided by the Company as related to the Services;
- (3) “Software” means the software development kit (SDK), other development supporting tools and any other software as provided by the Company in relation to or incidental to the Services (including any modified and updated versions thereto);
- (4) “Partner Services” means, collectively, Partner Websites and Partner Apps for which the Services are used;
- (5) “Partner Websites” means those websites operated by a Partner;
- (6) “Partner Apps” means applications for mobile device in which a Partner use or incorporate the Software;
- (7) “Visitor” means each internet user visiting and using the Partner Services;
- (8) “Contents” means information expressed by using letters, characters, sounds, images, visuals, videos or software, etc.;
- (9) “Browsing History” means an internet user’s history of browsing in Partner Services (including but not limited to the time spent on each page, page transition and trail of mouse cursor);
- (10) “Personal Information” means those information as defined in Article 2, Paragraph 1 of the Japanese Act on Protection of Personal Information;
- (11) “Confidential Information” means a disclosing party’s technical or business-related information which has become known (or may have reasonably become known) to the receiving party in relation to the provision of Services, etc. and which is either specifically designated as confidential information by the disclosing party or can be reasonably considered as confidential in light of the content of information and the situation of disclosure; provided, however, that the following information shall not be regarded as Confidential Information:
- (i) Information already possessed by the receiving party as of the time of the disclosure;
- (ii) Information already publicly known or publicly used as of the time of the disclosure;
- (iii) Information which has become publicly known or publicly used after the time of the disclosure due to any cause not attributable to the receiving party;
- (iv) Information obtained by the receiving party after the time of the disclosure from a third party having the legitimate authority to provide such information; and
- (v) Information developed or created by the receiving party independently of and without access to any information provided by the disclosing party;
- (12) “Anti-social Force” means an organized crime group (Boryokudan), enterprise affiliated with an organized crime group (Boryokudan-kankei kigyou), company extortionist (Sokaiya), racketeer pretending a social activist, etc., special intellectual and violent group, etc., member of any of the foregoing, or any other anti-social force or the like; and
- (13) “Laws and Regulations” means, collectively, laws, government ordinances, ministerial ordinances, cabinet office ordinances, official notices, orders, local ordinances and any other regulations.
Article 3 (Amendment)
In the event that the Company amends these Terms, it shall notify Partners in advance by posting notice of such amendment on the Services management screen as used by Partners or in any other manner determined by the Company. If a Partner continues to use the Services after the amendment of these Terms, such Partner shall be deemed to have agreed to such amended Terms, and the amended Terms shall govern the service fees and any other terms and conditions for the Services.
Chapter 2 Provision of Services
Article 4 (Details of Services, etc.)
- The Company shall provide the Services in accordance with the terms and conditions set forth in these Terms.
- The details of the Services and conditions for its provision, etc. shall be separately determined by the Company and shall be notified to Partners in the form of guidelines, manual, support site, etc. (collectively, the “Guidelines”). Partners shall use the Services in accordance with the Guidelines as well as with these Terms.
- The Company may provide Optional Services incidental or related to the Services. These Terms shall also apply to such Optional Services, as well as to the Services, unless otherwise stipulated by the Company.
Article 5 (License of Software)
- Subject to compliance with these Terms, the Company hereby grants to each Partner, during the effective period of the Service Agreement with such Partner, a license to use the Services and the Software, and the right to develop and distribute Partner Apps incorporating the Software.
- The license and right granted to each Partner under the preceding Paragraph shall be non-transferable, non-sublicensable and non-exclusive.
- The Company does not warrant that the Software will operate in any environment other than the designated operating environment of the Software as stated in the Guidelines.
Article 6 (Change, Addition or Discontinuance of Services)
- The Company may, if it deems necessary, change, add to or discontinue to provide all or part of the Services at any time (as used in this Article, “Change, etc.”).
- In the event of any material Change, etc. to the Services, the Company shall notify Partners of the details of such Change, etc. in advance, in the manner prescribed by the Company; provided, however, that in case of emergency, the Company will promptly give such notice to Partners after such Change, etc.
Article 7 (Subcontracting)
The Company may, at its own responsibility, subcontract the performance of all or part of the Services to a third party. In such case, the Company shall select a suitable subcontractor and perform all necessary and appropriate supervision over such subcontractor. The Company shall be fully liable for the conduct of the subcontractor.
Article 8 (Third Party Services)
Article 9 (Intellectual Property Rights)
- All copyrights (including the rights provided for in Article 27 and 28 of the Copyright Act of Japan; same hereinafter) and any other intellectual property rights with respect to texts, images, videos and any other Contents created by a Partner in using the Services shall be vested in such Partner.
- Except as provided for in the preceding Paragraph, all copyrights and any other intellectual property rights with respect to the Services, Software, any other software related to the Services, Contents and statistical information processed or edited by the Company in relation to the Services and any data generated through the Services (including but not limited to reports, graphs, charts and diagrams) shall be vested in the Company.
Article 10 (Using Partner’s Trademarks, etc.)
The Company may use a Partner’s tradenames, trademarks and/or logo marks for the marketing and other purposes of the Company. In addition, the Company may disclose and publish, in general expression, the fact that a Partner is a user of the Services and the Contents distributed and measures implemented by the Partner by using the Services, except in the case where the relevant Partner objects in advance to such disclosure or publication.
Article 11 (Handling of Data Generated by the Services)
- Each Partner may, in using the Services, access and use the data generated by the Services internally, to the extent necessary for the Partner’s business operation.
- Each Partner shall treat the data generated by the Services as Confidential Information in accordance with Article 26 hereof.
Chapter 3 Execution of Service Agreement, etc.
Article 12 (Execution of Service Agreement)
- A party desiring to use the Services shall agree with these Terms and apply to the Company (or an agency or other entity designated by the Company) for the execution of a Service Agreement, which shall be in the manner designated by the Company and shall specify the Partner Websites and/or Partner Apps which are intended to be used for the Services.
- A party having applied for the execution of a Service Agreement as provided in the preceding Paragraph (an “Applicant”) shall warrant to the Company that such application was made by a duly authorized person of the Applicant.
- The Service Agreement between an Applicant and the Company shall become effective upon the Company’s acceptance of the Applicant’s application. Notwithstanding the effective date of the Service Agreement, the Services will become available to the Applicant from the date agreed as the commencement date for use of the Services between the Company and the Applicant, and Fees provided in Article 16 hereof shall be charged from the month including such commencement date.
Article 13 (Refusal of Acceptance of Application for Agreement)
- The Company may refuse to accept an application for a Service Agreement by an Applicant if:
- (1) the Company considers the provision of the Services to the Applicant to be difficult;
- (2) the Applicant is likely to neglect its contractual obligations to the Company;
- (3) any false information, error or omission is found in the application for the Service Agreement provided by the Applicant;
- (4) the Applicant is likely to use the Services in any manner damaging the Company’s public reputation;
- (5) the Applicant is considered to be an Anti-social Force;
- (6) the Company considers that the Applicant’s use of the Services is likely to constitute any conduct which will adversely affect the Company’s business operation such as activities which can damage the Company’s rights and goodwill, use of the Services for the purpose of development of products and/or services similar to the Services or as a benchmark therefor, or any other conduct which the Company considers will fall under any of the prohibited matters specified in Article 24 hereof; or
- (7) the Company otherwise considers inappropriate to accept the application.
- In the event the Company refuses to accept an application for a Service Agreement by an Applicant in accordance with the preceding Paragraph, it shall promptly notify the Applicant of such refusal thereof. The Company shall not be obligated to notify the Applicant of the reason for such refusal.
Article 14 (Effective Period of Agreement)
- The effective period of the Agreement shall be as agreed by the Company and each Partner.
- Unless either the Company or Partner notifies the other party of its intention not to renew the existing Service Agreement, in a manner designated by the Company, no later than one (1) month prior to the expiration of the effective period set forth in the preceding Paragraph, the effective period of the Agreement shall be extended for the same period of time as the original period, and the same shall apply thereafter.
Article 15 (Assignment of Contractual Status, Rights and Obligations)
Neither a Partner nor the Company may assign or transfer its contractual status under an Agreement or any of the rights and/or obligations thereunder to any third party without the other party’s prior written approval; provided, however, that if there occurs any succession under operation of law, such as through inheritance or merger in the Company or a Partner, the successor thereto shall succeed to the Company’s or the Partner’s contractual status in the relevant Service Agreement within the scope of such Service Agreement.
Chapter 4 Payment of Fees
Article 16 (Fees)
- The fees for the Services and additional fees for Optional Services (collectively, the “Fees”) shall be the amount as agreed between the Company and each Partner.
- A Partner shall be obligated to pay the full amount of the Fees covering the full effective period of the Service Agreement, including but not limited to where a Service Agreement between the Company and a Partner is terminated before the expiration of its effective period via a termination by the Company, etc., and the Company shall not be obliged to refund any of the Fees already received.
- In the event that there occurs a need to revise the Fees due to change in the economic conditions and/or change, extension etc. of the content of the Services, the Company may revise the Fees. In such case, the provisions of Article 3 shall apply hereto.
Article 17 (Payment Procedures of Fees)
Each Partner shall pay the Fees to the Company in the manner designated by the Company, based on invoicing by the Company (or an agency or other entity designated by the Company). The Partner who receives such invoices shall pay the Fees by the due date specified therein. Any bank transfer fee, etc. for such payment shall be borne by the Partner.
Article 18 (Late Payment Charges)
If a Partner fails to pay the Fees by the due date, it shall bear late payment charge at the annual rate of fourteen point six percent (14.6%) for the period from the date immediately following the due date to the date when the Fees is fully paid, which shall be payable to the Company (or an agency or other entity designated by the Company).
Chapter 5 Partner Obligations
Article 19 (Arrangement for Use of Services)
All machines, device, equipment, OS, software, communication lines, etc. necessary for each Partner to use the Services (including but not limited to administrator settings, network sharing settings and implementation of security measures) shall be prepared and arranged at the sole expense and responsibility of the Partner. The Company shall assume no liability whatsoever for a Partner being unable to use the Services due to any causes not attributable to the Company, including but not limited to where a Partner fails to perform the necessary preparations and settings for starting to use the Services.
Article 20 (Management of ID, etc.)
- Each Partner may not, regardless of whether paid or unpaid, transfer or lease its user ID, password and/or any other identification information assigned by the Company for use of the Services (collectively, “ID, etc.”) to any third party.
- Each Partner shall manage and use its ID, etc. on its own responsibility. The Company shall assume no liability whatsoever for any damage or harm incurred by the Partner via its inappropriate management or use of its ID, etc.
- In the event that a Partner’s ID, etc. is lost or stolen, the Partner shall promptly notify the Company of such fact and follow the Company’s instructions.
Article 21 (Protection of Privacy)
- Each Partner is strictly prohibited from any act which is likely to infringe the privacy rights of any person (including but not limited to any act to collate a Visitor’s Browsing History with his/ her other information for the purpose of identifying such Visitor as a specific individual without his/her consent, and any act to use any Browsing History outside the scope of intended purposes of use).
- In the event that a Partner recognizes any possible infringement of the privacy rights of any Visitor, the Partner shall immediately report such fact to the Company.
- In the event that a Partner makes use of the function allowing review of Visitors’ activities on its Partner Services, it shall use its best endeavors to take reasonable measures for protection of their privacy rights (including but not limited to giving the opportunity for opting-out to Visitors, taking any measure of anonymisation such as masking of Browsing History, and obtaining prior approval from the Visitors in the case where they are likely to be identified as specific individuals).
Article 22 (Compliance with Laws and Regulations)
In using the Services, each Partner shall comply with the Japanese Act on Regulation of Transmission of Specified Electronic Mail, the Japanese Act on Specified Commercial Transactions and any other applicable Laws and Regulations (including foreign laws).
Article 23 (Change in Matters to be Notified)
- In the event that there occurs any change in the matters notified to the Company, the Partner shall promptly notify the Company of such change, in the manner designated by the Company.
- The Company shall assume no liability whatsoever for any damage or harm caused by the Partner’s failure to notify the change in the matters notified to the Company set forth in the preceding Paragraph.
Article 24 (Prohibited Matters)
In using the Services, each Partner shall not perform any act falling under, or likely to fall under, any of the following Items (1) to (10):
- (1) Act which is in violation of any applicable Laws and Regulations, or repugnant to public policy;
- (2) Act to post on its Partner Services, disclose, provide or send to a third party or distribute by e-mail or the like, any Contents containing any of the following Sub-Items (i) to (xi);
- (i) Content in violation of applicable Laws and Regulations:
- (ii) Content infringing another person’s rights;
- (iii) Content causing economic damage or mental distress to another person or threatening content;
- (iv) Content injuring another person’s social reputation or infringing another person’s privacy;
- (v) Content harassing, slandering or abusing another person or content which are factually false;
- (vi) Obscene or vulgar content or content causing adverse effect to minors;
- (vii) Content causing the feeling of disgust in others or content leading to racial or ethnic discrimination;
- (viii) Content infringing a third party’s intellectual property rights;
- (ix) Content solely for the purpose of solicitation, profit, etc. targeting persons of the general public against their will, such as junk mail, spam mail and pyramid/ponzi scheme mail;
- (x) Computer virus, computer code, file, program or the like designed to interfere with, disrupt or restrict the functioning of any computer software/ hardware or communication device/equipment; or
- (xi) Any other content which the Company considers inappropriate.
- (3) Act causing overloading to the Company’s server and/or any other equipment;
- (4) Act interfering with or confusing the Services or a server or network connecting with the Services;
- (5) Act of unauthorized use of another Partner’s ID, etc.;
- (6) Act to display any false content on its Partner Services, etc. by using the Services;
- (7) Act falling under any of the following Sub-Items (i) to (v) with respect to the Software or any other software concerning the Services:
- (i) Use for any purpose other than the purpose of use specified herein;
- (ii) Reproduction or alteration in violation of the conditions specified herein;
- (iii) Analysis by reverse engineering, decomplication or the like, or attempt to access the source code;
- (iv) Lending, leasing, selling, transferring or otherwise disposing of the rights hereunder; and
- (v) Deletion or alteration of any proprietary notice of intellectual property rights.
- (8) Act which can damage the Company’s rights, social reputation or goodwill;
- (9) Act to use the Services for the purpose of development of products and/or services similar to the Services or a benchmark therefor, and any other act which the Company considers will adversely affect the Company’s business operation; and
- (10) Any other act which the Company reasonably considers inappropriate.
Article 25 (Prohibition of Deletion of Contents Created by the Company)
The Company may display Contents created by the Company, such as the announcement related to Services, etc., within any Contents prepared by the Partner through using the Services. In such case, the Partner may not delete, or make unavailable for viewing, such Contents created by the Company without the Company’s approval.
Chapter 6 Handling of Confidential Information, Personal Information, etc.
Article 26 (Management of Confidential Information)
- Both the Partner and the Company shall manage the other party’s Confidential Information with the due care of a prudent manager.
- Neither the Partner nor the Company shall use any Confidential Information for any purpose other than the original purpose for the disclosure, without the other party’s prior written approval.
- Neither the Partner nor the Company shall disclose, divulge, etc. any of the other party’s Confidential Information to any third party without the other party’s prior written approval; provided, however, that if the Partner or the Company is required to disclose any Confidential Information pursuant to applicable Laws and Regulations or a securities exchange regulations, or under order by a court, competent governmental agency, investigative organization or any other public authorities, the Partner or the Company may disclose such Confidential Information to the minimum extent necessary. In the case of such disclosure, the disclosing party shall promptly notify the other party thereof without delay after such disclosure, to the extent permitted by applicable law.
- Notwithstanding the preceding Paragraph, the Company may disclose Confidential Information to a subcontractor to the extent necessary for subcontracting set forth in Article 7. In such case, the Company shall select a suitable subcontractor and cause the subcontractor to bear confidentiality obligations equivalent to those owed by the Company hereunder.
Article 27 (Entrusting of Personal Information Processing)
- In using the Services, each Partner shall entrust to the Company certain processing of Personal Information of Visitors for the following purposes, and the Company shall accept such entrusting:
- (1) The Company’s and/or Partner’s analysis of the attributes, preferences, etc. of Visitors, and sending messages by posting of Contents, advertisements, etc., optimized for such Visitors’ attributes or preferences, etc., and/or by e-mail, SMS, online chat and notification on browser, etc.;
- (2) Accurate understanding of inquiries to the Company and the Partner, and communication such as sending responses, relevant information, etc.;
- (3) Supervision to prevent improper acts by Visitors;
- (4) Production of analogical reasoning information of attributes, etc. (which means information prepared independently by the Company regarding attributes, preferences, etc. of Visitors through analogical reasoning from the Visitors’ genders, ages, website/apps Browsing Histories, acting histories, buying histories, etc.) and statistical information. In such production, the Company shall take appropriate de-identification measures so that Visitors may not be identified as specific individuals;
- (5) In Partners’ using the function to review the activities of Visitors on its Partner Services, browsing, record and analysis of data necessary for identifying causes of system-related problems and improvement of services provided by the Partner; and
- (6) Performance of other tasks agreed between the Company and the Partner.
- Each Partner warrant to the Company that the Personal Information provided by the Partner in entrusting the Company with the processing of such Personal Information is collected in legal and proper manners, and the provision of such Personal Information does not violate any applicable Laws and Regulations (including foreign laws and regulations) nor infringe any rights of third parties.
Article 28 (Management of Personal Information)
- Both the Partner and the Company shall comply with the following requirements with respect to the Personal Information of Visitors which has collected in relation to the Services (“Collected Personal Information”):
- (3) Not to provide Collected Personal Information to any third party (which means the “third party” provided for in Article 23 of the Japanese Act on Protection of Personal Information Act) without consent by such Visitor, except in the case where it is permitted by applicable Laws and Regulations; and
- (4) In the case where Collected Personal Information cease to be used because of achievement of the purpose of use, or termination of the relevant Service Agreement, to delete or destroy the Collected Personal Information promptly and in a safe manner, at the party’s responsibility.
- In the event that any Collected Personal Information is used for any purpose other than the provision of the Services, etc. or is disclosed or leaked to a third party without the consent of the relevant Visitor, the party with such use, disclosure and leakage, etc. shall promptly notify the other party to that effect in writing. The same shall apply in the case of loss or theft of any materials, data, etc. concerning the Collected Personal Information.
- In the event that the Partner or the Company violates this Article, the violating party shall resolve all issues arising out of the use for unauthorized purpose or disclosure or leakage without consent of the Collected Personal Information (including but not limited to a Visitor’s claim for damages) at its sole responsibility, and shall not cause the other party to bear any liability therefor.
Article 29 (Collection and Use of Website Usage Data and User Attribute Data)
Article 30 (Collection and Use of Log Data)
- The Company may collect and use Partners’ and Visitors’ log data concerning the Services for the purpose of confirming the usage statuses of the Services by Partners (including the statuses of preparation of Contents and its transmission), in order to supervise over improper activities, to improve the Services and to perform its maintenance and management, etc.
- The Company shall handle log data collected in accordance with the preceding Paragraph as Confidential Information.
Article 31 (Privacy of Communication)
The Company shall strictly protect the privacy of communications between each Partner and Visitor via the use of the Services, in accordance with Article 4 of the Telecommunications Business Act of Japan; provided, however, that the Company may confirm the content of such communications, etc. to the minimum extent necessary in cases where there are consents from both the Partner and the Visitor , where it is required by a compulsory order by competent public authorities, where it is regarded as part of legitimate business operations, or where it is permitted under applicable Law and Regulations.
Article 32 (Information Security)
- Each Partner and the Company shall, to a reasonable extent, take organizational security management measures such as the establishment of relevant internal rules, personnel security management measures such as education, training, etc. to employees, and technical security management measures such as control of access, identification and certifications of accessing persons and prevention of unauthorized access from the outside, for the purpose of prevention of the leakage, loss and damage and any other security management of information coming to its knowledge through using the Services.
- Each Partner shall, upon request from the Company, report to the Company about the progress of measures set forth in the preceding Paragraph, to a reasonable extent.
Article 33 (Survival of Obligations concerning Confidential Information and Personal Information)
Each Partner’s and the Company’s obligations concerning Confidential Information and Personal Information set forth in this Chapter 6 shall survive indefinitely the termination of the relevant Service Agreement.
Chapter 7 Suspension of Services, etc.
Article 34 (Suspension of Use)
- In the event that a Partner falls under any of the following cases, and despite the Company giving the Partner written notice specifying a reasonable period for remedy the Partner fails to take any remedial action within such period, the Company may suspend the provision of the Services to the Partner; provided, however, that in case of emergency, the Company may immediately suspend the provision of the Services without any prior notice:
- (1) Where any false notification/entry or error, etc. is found in the Partner’s application, etc. with respect to a Service Agreement;
- (2) Where the Partner fails to pay any of Fees by the due date thereof;
- (3) Where the Partner violates any provision of these Terms, the Service Agreement or applicable Laws and Regulations;
- (4) Where there frequently occurs complaints by Visitors with respect to its Partner Services;
- (5) Where the Partner fails to respond to any question or inquiry from the Company within a reasonable period of time;
- (6) Where the Company considers that there is any concern with the Partner’ qualification in relation to information security; or
- (7) Where otherwise the Company considers the suspension of provisions of the Services, etc. to be reasonable and appropriate.
- In the event that a Partner falls under any of the following cases, the Company may, without prior notice or demand for remedy, immediately suspend the provision of the Services to the Partner:
- (1) Where the Company considers that any act of the Partner falls under any of the prohibited matters specified in Article 24 hereof;
- (2) Where the Partner performs any conduct which interferes, or is likely to interfere, with the Company’ business operation or the functioning of the Company’s equipment, devices, systems, etc.;
- (3) Where the Partner has separately entered into an agreement for use of any services provided by the Company other than the Services, and any cause to suspend the use of such services under such separate agreement occurs or the provision of such services is actually suspended;
- (4) Where an application for provisional attachment, attachment, auction or commencement of the proceeding of bankruptcy, corporate reorganization, civil rehabilitation, etc. is filed against the Partner, or the Partner is subject to a disposition of delinquency of any tax or public dues; or
- (5) Where otherwise the Company reasonably considers the Partner to be inappropriate for the Services.
- Even if the provisions of the Services to a Partner is suspended in accordance with this Article, the Partner shall continue to be bound by its obligations hereunder until the relevant Service Agreement is terminated due to termination, etc. In addition, the Company shall not be liable for any damage suffered by the Partner due to the suspension of provision of the Services in accordance with this Article.
Article 35 (Interruption of Services, Restriction of Function, etc.)
- In any of the following cases, the Company may fully or partially interrupt the provisions of the Services, or restrict the function of the Services available to Partners, by giving a prior notice to Partners; provided, however, that in case of emergency, the Company may immediately interrupt the provision of the Services, or restrict the function of the Services, without any prior notice, in which case the Company shall immediately notify the Partners hereof after such interruption or restriction:
- (1) Where there occurs any failure or trouble with equipment, devices, systems, etc. necessary for provision of the Services, or otherwise the interruption or restriction is unavoidable due to its maintenance or construction;
- (2) Where the interruption or restriction is necessary for software updates in relation to the Services;
- (3) Where any new control or restriction is established by any enactment or amendment of Laws and Regulations or any judicial or administrative order, etc. applies;
- (4) Where a natural disaster, incident or any other state of emergency occurs or is likely to occur, and the suspension or restriction is necessary for responding to such emergency situation; or
- (5) Where otherwise the Company considers the interruption or restriction is unavoidable from a business or technical viewpoint.
- The Company shall not be liable for any damage suffered by Partners due to interruption of provision of the Services or restriction of the function hereof in accordance with this Article.
Article 36 (Deletion of Data, etc.)
- The Company may delete any Contents, data, programs and other electromagnetic records which are prepared by a Partner and kept in a server for the Services (“Partner’s Data, etc.”), without any notice to such Partner, in the following cases:
- (1) Where the Company considers that the Partner’s use of the Services falls under the any of the prohibited matters under Article 24 hereof;
- (2) Where the Partner’s use of the Services causes or is likely to cause significant trouble to the Company’s business operation or its equipment, devices, systems, etc.; or
- (3) Where the Company reasonably considers that the Partner’s Data, etc. need to be deleted in light of applicable Laws and Regulations.
- The Company shall not be liable for any damage suffered by Partners due to the deletion of the Partner’s Data, etc. in accordance with the preceding Paragraph.
Article 37 (Suspension of Services Due to Maintenance, etc.)
The Company may suspend the provision of the Services for performance of maintenance, etc. hereof by giving prior notice to Partners, in a manner prescribed by the Company; provided, however, that due to an emergency situation or any other unavoidable reason, the Company may suspend the provision of the Services immediately without prior notice.
Chapter 8 Termination of Service Agreement
Article 38 (Termination by Company)
- In the event that a Partner falls under any of the following cases, the Company may immediately terminate the Service Agreement by giving the Partner a notice to the effect:
- (1) Where the Partner violates any of these Terms and such violation is not remedied within a reasonable period;
- (2) Where the provision of the Services to the Partner is suspended in accordance with Article 34, Paragraph 1 or 2 hereof, and the cause for suspension is not resolved within a reasonable period;
- (3) Where the Partner falls under any Item of Paragraph 1 or 2 of Article 34 hereof, and the Company considers its business operation will accordingly be adversely interfered with; or
- (4) Where there occurs an event to the Partner which may significantly affect the Partner’s business operation such as a share transfer, share exchange, company split, merger, assignment of business, change in shareholder composition, etc. of the Partner.
- In the event that an Agreement is terminated in accordance with the preceding Paragraph, all of the Partner’s obligations relating to use of the Services shall become immediately due and payable. All of the Partner’s obligations incurred through using the Services shall survive until they are fully performed, even after the Service Agreement is terminated.
- The Company shall not be liable for any damage suffered by the Partner due to the termination in accordance with Paragraph 1 of this Article.
Article 39 (Anti-social Force)
- The Company and each Partner hereby represents and warrants that it does not and will not fall under any of the following Items:
- (1) An Anti-social Force, or an entity or individual for whom five (5) years have not yet passed since ceasing to be an Anti-social Force;
- (2) An entity or individual providing an Anti-social Force with funds and/or convenience; or
- (3) An entity or individual committing violent acts, fraudulent acts and/or making threatening statement by itself/himself/herself or by means of a third party.
- The Company and each Partner hereby represents and warrants that it or any of its related persons does not and will not do any of the following acts whether directly or indirectly:
- (1) Violent demand;
- (2) Unreasonable demand beyond legal liability;
- (3) Threatening speech/behavior (including but not limited to an act to convey that it or any of its related persons is an entity or individual specified in the preceding Paragraph) or violent act, in the course of transactions;
- (4) Act which can impair the credibility of the other party or adversely interfering with the business operation of the other party by spreading a false rumor(s), employing fraudulent means or using force; or
- (5) Any other act equivalent to any of the foregoing.
- In the event that the other party violates any of the representations and warranties set forth in the preceding two Paragraphs, the Company or a Partner may, without prior notice or demand for remedy, immediately terminate the Service Agreement by giving the other party a notice to the effect.
- Neither party shall be liable to any damage suffered by the other party due to the termination in accordance with the preceding Paragraph.
Article 40 (Measures after Termination of Service Agreement)
- In the event that a Service Agreement is terminated (for whatever reason; same hereafter in this Article), the Partner shall immediately discontinue the use of the Services, and shall cease to copy and/or use the Software.
- In the event that a Service Agreement is terminated, the Partner shall promptly return or delete the Software and the Company’s Confidential Information (including any copies) in possession of the Partner, in accordance with the Company’s instructions.
- In the event that a Service Agreement is terminated, the Company shall handle the data concerning the Partner Services being kept in the data server of the Services as follows:
- (1) Personal Information: To be deleted within ninety (90) days after the termination of the Service Agreement; and
- (2) Any data other than the foregoing: May be deleted after a reasonable period prescribed by the Company.
- During the effective period and after the termination of a Service Agreement, the Partner shall, as necessary, procure backup or take any other preservative measures of Contents, etc. on its own responsibility. Even if a Partner fails to take such measures and the Company deletes the Partner’s data, etc. as provided in the preceding Paragraph, the Company shall assume no liability whatsoever for such deletion.
Chapter 9 Compensation for Damage
Article 41 (Compensation for Damage)
- In the event that a Partner or the Company deliberately or negligently causes damage to the other party in relation to use of the Services, it shall compensate the other party for such damage.
- In the event that, in relation to use of the Services, a Partner or the Company causes damage to a third party or any dispute arises with a third party, the party shall solve such case at its own expense and responsibility and shall not cause the other party to bear any liability in relation thereto.
Article 42 (Limitation of Liability)
- Notwithstanding the preceding Paragraph and other provisions hereof, the Company’s liability for damages to a Partner in relation to the Services shall be limited to the amount equivalent to the basic fee of the Services for one (1) month, and limited to the actual and direct damage suffered by the Partner; provided however that this limitation shall not apply for damage suffered by the Partner due to the Company’s deliberate act or through its gross negligence.
- With respect to damage suffered by a Partner due to unavailability of the Services, the Company shall be liable for such damage only in the case where the Services cannot be used at all because of a deliberate act or negligence by the Company despite its obligation to provide such Services, and such state of unavailability lasts for ninety-six (96) hours from the time when the Company recognizes such unavailability of the Services. In such case, the Company’s liability for the damages shall be limited to the amount calculated on a per diem basis for the basic fee of the Services covering the period of the unavailability, and shall only cover the actual and direct damage suffered by the Partner, and the Company shall not be liable for loss of business opportunities, loss of profit and any other special damage suffered by the Partner.
Article 43 (Disclaimer)
- The Company does not warrant that the data, software, etc. provided in the Services are free from programing error or any other fault, are suitable to any specific purpose and will cause no damage to any third party, and that the results of use of the Services are complete, suitable, accurate, useful and legal. The Company shall not be liable for any damage caused by data, software, etc. used by a Partner through the Services.
- The Company shall not be liable to a Partner for any damage caused by corruption or loss of the Partner’s Data, etc. due to the Partner’s violation of these Terms, mishandling, erroneous use, wrong transmission of e-mail, etc. and any other damage due to any cause attributable to the Partner.
- Each Partner shall be responsible for the content and quality of the Contents prepared and/or transmitted, etc. by the Partner using the Services, and address and resolve all transactions, debt collection, disputes, troubles, etc. with third parties arising from use of the Services, at its expense and responsibility, and the Company shall assume no liability for the foregoing whatsoever.
- The Company shall assume no obligation to keep and/or save any Partner’s Data, etc. generated through the Services. Each Partner hereby agrees that it may not be able to use any past data, etc. relating to Visitors, and the Company shall not be liable for such inability to use such past data, etc.
- The Company shall not be liable for the loss of profit and any other damage suffered by Partners due to the suspension or interruption of provision of the Services, restriction on functions of the Services, or deletion of Partner’s Data, etc.
- The Company shall not be liable for any damage suffered by Partners arising out of services provided by third party (including services relating to Optional Services) or devices, OSs, software, systems, etc. developed by any third party other than the Company.
- The Company shall not be liable for the suspension or interruption etc. of provision of the Services due to a natural disaster, typhoon, earthquake, any other act of God, war, insurrection, riot, amendment of Laws and Regulations, exercise of public authority, disturbance of communication line, trouble of electronic equipment, repair/maintenance of a system or its related equipment or any other cause not attributable to the Company.
Chapter 10 General Provisions
Article 44 (Notice and Communication, etc.)
- The Company shall from time to time perform notification, communication, etc. to Partners concerning necessary matters by e-mail, posting on the Service management screen, or any other method the Company considers appropriate.
- Each notification or communication, etc. which the Company gives to Partners by e-mail or posting on the management screen of the Services shall take effect when forty-eight (48) hours have passed since the transmission of such e-mail or posting on the management screen.
Article 45 (Controlling Agreement)
In the event that there is any inconsistency between these Terms and an individual Service Agreement between the Company and a Partner, the individual Service Agreement shall control and prevail.
Article 46 (Governing Law)
These Terms shall be governed by and construed in accordance with the laws of Japan.
Article 47 (Exclusive Jurisdiction)
Any and all lawsuits arising out of these Terms shall be subject to the exclusive jurisdiction as first instance of the Tokyo District Court.
Article 48 (Due Consultation)
Any and all matters not provided for herein or any and all questions concerning the construction hereof shall be determined or solved amicably through mutual consultation in good faith between the Company and a Partner.