Users (as defined in Article 2, paragraph 3) and Communitio Corporation (the “Company”) shall comply with the User Agreement (as defined in Article 2, paragraph 4) in accordance with these terms of use (these “Terms”) with respect to the use of the Service (as defined in Article 2, paragraph 1).
Article 1 Application of these Terms
１．The purpose of these Terms is to prescribe the conditions for providing the Service and the respective rights and obligations between the Company and each User regarding the use of the Service. These Terms shall apply to any and all relationships between the Company and each User pertaining to the use of the Service. Each User shall be deemed to have agreed to these Terms upon applying for registration to use the Service.
２．If a User and the Company enter into any separate individual agreement, the terms and conditions of such individual agreement shall prevail.
Article 2 Definitions
Under these Terms, the following terms shall have the following meanings ascribed to them:
(1) “Service” means the notification service “NewCommunicator” which is made available through the application software (the “Application”) provided by the Company to the Users.
(2) “Website” means the official website of “NewCommunicator” (https://newcommunicator.net/) managed by the Company.
(3) “User” means a company, other juridical person, or an individual that uses the Service and has registered as a User of the Service in accordance with Article 5.
(4) “User Agreement” means the agreement concluded between the Company and a User based on these Terms.
(5) “Distributed Data” means any communications data that a User distributes using the Service (including, but not limited to, text, images, videos, profiles, and other data).
Article 3 Outline of the Service
The details of the Service shall be as set out separately on the Website.
Article 4 Amendment to these Terms
The Company may amend these Terms by notifying the Users in advance. In this case, the Company shall notify the Users to the effect that these Terms are to be amended, the details of the amended Terms of Use, and the time at which the amendment shall become effective, prior to the time at which such amendment becomes effective.
Article 5 Registration
１． A person who wishes to use the Service (“Potential Applicant”) may apply for registration to use the Service by agreeing to these Terms and providing certain information prescribed by the Company (“Registered Matters”) to the Company by the method separately designated by the Company.
２．The Company shall determine whether to approve the registration of a Potential Applicant who has submitted a registration application pursuant to the preceding paragraph (an approved Potential Applicant, “Registered Applicant”) in accordance with its own criteria, and if the Company approves the registration, the Company shall notify the Registered Applicant to that effect. With the issuance of the notice by the Company pursuant to this paragraph, the registration of a Registered Applicant shall be complete.
３． A User Agreement shall be deemed to have been concluded between the Company and a User at the time of the completion of the registration prescribed in the preceding paragraph. Upon the conclusion of the User Agreement, the User shall be deemed to have validly and irrevocably agreed to these Terms.
４． The Company may reject a registration application if the Registered Applicant falls under any of the following, and the Company shall not be obliged to disclose the reason therefor:
(1) if all or a part of the Registered Matters submitted by the Registered Applicant to the Company are false, erroneous, or incomplete;
(2) if the Registered Applicant is an anti-social force (meaning an organized crime group, a member of an organized crime group, a corporation or a group affiliated with an organized crime group (including second-tier affiliates), a shareholder meeting extortionist (sokaiya), a corporate extortionist acting under the guise of a social movement (shakai undo hyobo shudan), a corporate extortionist acting under the guise of a political activity (seiji undo hyobo shudan), a group or an individual that seeks economic benefit through the use of violence, force, or fraudulent means, any person affiliated with an organized crime group as prescribed in the Tokyo Metropolitan Government Ordinance on Elimination of Organized Crime Groups, or any other person similar to any of the foregoing; the same shall apply hereinafter), or the Company determines that the Registered Applicant maintains, manages, or is involved with an anti-social force, such as by providing funds thereto;
(3) if the Company determines that the Registered Applicant is a person who has previously breached an agreement with the Company or is a person connected to a previous breach; or
(4) if the Company otherwise deems the registration to be inappropriate.
Article 6 Changes in Registered Matters
If there is a change in any of the Registered Matters, Users shall notify the Company of such change without delay by the method separately designated by the Company.
Article 7 Use of the Service
１． Users may use the Service from the time at which the User Agreement is concluded pursuant to Article 5, paragraph 3.
２． The Company grants to each User a non-transferable, non-sublicensable, and non-exclusive usage right for the Application in connection with the use of the Service.
３． The Company does not guarantee that the Service shall operate properly if a User uses the Service outside of Japan.
４． Users shall save any Distributed Data received by them at their own responsibility and expense, and the Company shall not be liable for saving any Distributed Data.
５． The Company may review the content of Distributed Data only to the extent necessary for the purpose of providing the Service, or to confirm the compliance of such Distributed Data with laws, regulations, or these Terms. The Company shall not use the Distributed Data for any other purpose. Furthermore, the Company shall ensure compliance with applicable confidentiality obligations and data protection laws when reviewing such data. Users retain the right to object or make claims against the Company in the event of any breach of confidentiality or violation of data protection laws.
６． If the Company determines that a User has breached or is likely to breach laws, regulations, or these Terms in connection with the Distributed Data, or if the Company otherwise deems it necessary to do so for operational reasons, the Company may limit the use by the User of the Distributed Data through the Service via methods such as by deleting the Distributed Data without notifying the User in advance.
Article 8 Effective term of User Agreements not executed through Microsoft Commercial Marketplace
１． This Article shall apply only to User Agreements that are not executed through the Microsoft Commercial Marketplace, and shall not apply to any User Agreement that is executed through the Microsoft Commercial Marketplace.
２．The effective term of the User Agreement shall be as follows:
(1) If a User desires to execute a one-month User Agreement upon application for registration under Article 5, paragraph 1, the effective term shall be a one-month period from the date of conclusion of the User Agreement. However, if neither the Company nor the User gives notice otherwise by no later than one month prior to the day on which the effective term expires, the User Agreement shall be automatically extended for a further one-month period from the day following the expiration date of the effective term, and the same shall apply thereafter.
(2) If a User desires to execute a one-year User Agreement upon application for registration under Article 5, paragraph 1, the effective term shall be a one-year period from the date of conclusion of the User Agreement. However, if neither the Company nor the User gives notice otherwise by no later than one month prior to the day on which the effective term expires, the User Agreement shall be automatically extended for a further one-year period from the day following the expiration date of the effective term, and the same shall apply thereafter.
３． The provisions of Article 5, paragraph 4, this paragraph, Article 9 (limited to the unpaid usage fee amount), Article 15, paragraph 2, Article 16, paragraph 2 and paragraph 4, Article 17, paragraph 2 and paragraph 3, Article 18, paragraph 2 through paragraph 5, Article 19 through Article 23, Article 24, paragraph 2 through paragraph 4, and Article 25 through Article 27 shall survive the end of the User Agreement due to the expiration of its effective term, termination, or any other reason whatsoever.
Article 8-2 Effective term of User Agreements executed through Microsoft Commercial Marketplace
１． This Article shall apply only to User Agreements that are executed through the Microsoft Commercial Marketplace, and shall not apply to any User Agreement that is not executed through the Microsoft Commercial Marketplace.
２．The effective term of the User Agreement shall start on the date of conclusion of the User Agreement and end when the subscription period of the Service set out on the Microsoft Commercial Marketplace expires.
３． The provisions of Article 5, paragraph 4, this paragraph, Article 9-2 (limited to the unpaid usage fee amount), Article 15, paragraph 2, Article 16, paragraph 2 and paragraph 4, Article 17, paragraph 2 and paragraph 3, Article 19 through Article 23, Article 24, paragraph 2 through paragraph 4, and Article 25 through Article 27 shall survive the end of the User Agreement due to the expiration of its effective term, termination, or any other reason whatsoever.
Article 9 Fees and payment method for User Agreements not executed through Microsoft Commercial Marketplace
１． This Article shall apply only to User Agreements that are not executed through the Microsoft Commercial Marketplace, and shall not apply to any User Agreement that is executed through the Microsoft Commercial Marketplace.
２． The usage fee and payment conditions for the Service shall be as provided for in the quotation separately provided by the Company and agreed upon by each User, and each User shall pay the usage fee for the Service in accordance with such conditions.
３． If a User refuses to make the payment prescribed in the preceding paragraph, the User Agreement shall be terminated at that time and the User shall no longer be able to use the Service.
４． Notwithstanding the termination of the User Agreement prior to the expiration of its effective term due to termination pursuant to the preceding paragraph, or for any such other reason (excluding cases due to reasons attributable to the Company), the User shall be liable to pay to the Company the amount of the usage fee for the remaining period until the expiration of the effective term of the User Agreement as if the User Agreement had not been terminated prior thereto. In this case, notwithstanding that the usage fee for such remaining period has already been paid, the Company shall not be liable to refund such paid usage fee, and if the amount of the usage fee already paid is less than the full amount of the usage fee for the remaining period, the User shall pay such shortfall of the usage fee in a lump sum in accordance with instructions of the Company. However, this paragraph shall not apply to termination pursuant to Article 16, Article 18, or Article 24, in which case the provisions of Article 16, Article 18, or Article 24 shall apply respectively.
Article 9-2 Fees and payment method for User Agreements executed through Microsoft Commercial Marketplace
１． This Article shall apply only to User Agreements that are executed through the Microsoft Commercial Marketplace, and shall not apply to any User Agreement that is not executed through the Microsoft Commercial Marketplace.
２． The usage fee for the Service shall be as set out in the price list on the Microsoft Commercial Marketplace.
３．The method of payment for the Service shall be as set out on the Microsoft Commercial Marketplace or as separately provided by the Company and agreed upon by the User.
４． Notwithstanding the termination of the User Agreement prior to the expiration of its effective term (excluding cases due to reasons attributable to the Company), the User shall be liable to pay to the Company the amount of the usage fee for the remaining period until the expiration of the effective term of the User Agreement as if the User Agreement had not been terminated prior thereto. In this case, notwithstanding that the usage fee for such remaining period has already been paid, the Company shall not be liable to refund such paid usage fee, and if the amount of the usage fee already paid is less than the full amount of the usage fee for the remaining period, the User shall pay such shortfall of the usage fee in a lump sum in accordance with instructions of the Company. However, this paragraph shall not apply to termination pursuant to Article 16, Article 18-2 or Article 24, in which case the provisions of Article 16, Article 18-2 or Article 24 shall apply respectively.
Article 10 Compliance with these Terms
When using the Services, Users shall comply with these Terms and with any notifications issued by the Company.
Article 11 Prohibited matters
The Company prohibits Users from engaging in any of the following acts:
(1) acts which infringe or are likely to infringe any rights or legal interests (including, but not limited to, copyrights, patent rights, business secrets, property rights, reputation rights, and privacy rights) of the Company or a third party;
(2) slandering or damaging the credit of the Company or a third party;
(3) causing a third party to use the Service without the prior written consent of the Company;
(4) converting the right to use the Service into cash, assets, or any other such economic benefits via a method other than any methods prescribed by the Company;
(5) acts which obstruct or impede, or are likely to obstruct or impede, the management or operation of the Service by the Company or the telecommunications facilities pertaining to the Service;
(6) using or implementing harmful programs such as computer viruses in connection with the use of the Website or the Service;
(7) acts which are or are likely to be criminal or against public order and good morals;
(8) acts which violate or are likely to violate laws or regulations;
(9) attempting to avoid the authentication systems or security systems implemented in the Service;
(10) modifying, altering, decompiling, disassembling, or otherwise reverse-engineering all or part of the Application;
(11) impersonating the Company or a third party or intentionally disseminating false information;
(12) granting benefits or any other such assistance to any anti-social force;
(13) posting or transmitting excessively violent expressions, explicit sexual expressions, discriminatory expressions concerning race, nationality, belief, gender, social status, family origin, expressions that entice or promote suicide, self-harm, or drug abuse, and other expressions that contain anti-social content and are offensive to others;
(14) acts for the purpose of sales, publicity, advertising, solicitation, or other profit-making purposes (excluding those approved by the Company);
(15) acts for the purpose of sexual intercourse or obscene acts, and acts for the purpose of meeting or dating unacquainted members of the opposite sex;
(16) causing disadvantage, damage, or discomfort to the Company, other Users of the Service, or other third parties;
(17) solicitation for religious activity or religious groups;
(18) acts that, directly or indirectly, evoke or facilitate any of the foregoing acts; or
(19) any other acts that the Company deems to be inappropriate.
Article 12 Maintenance of communication equipment and management of IDs and passwords
１． Users shall provide the communication equipment, software, and all other equipment incidental thereto, execute any telecommunication line agreements, subscribe to the internet connection services, and conduct other such preparations that are necessary to use the Service at their own expense and responsibility.
２． The Company does not provide any guarantee that the Users have an operating environment that is capable of conducting the network communication necessary to use the Service.
３． The Company shall not bear any liability whatsoever if a User is unable to use the Service due to a failure in any communication equipment, software, or any other equipment incidental thereto, or a failure in any telecommunication lines, internet connection services, or other such services used by the User.
Article 13 Maintenance responsibility of the Company
The Company shall be liable for making reasonable business endeavors to maintain the quality of the Service based on the technical standards (including any uniform rules, standards, or other arrangements concerning the technologies used) at the time when it commenced providing the Service.
Article 14 Handling of personal information
1. The Company shall appropriately handle the personal information of Users (including, but not limited to, individuals such as employees who may comprise a User) in accordance with the privacy policy separately set forth by the Company (https://communitio.com/privacy).
2. The Agreement on Processing of Personal Data (https://communitio.com/contr-for-processing-personal-data) shall apply to the Company’s handling of personal information related to Users’ employees and other members.
Article 15 Interruption in provision of the Service
１． The Company may interrupt the provision of the Service in any of the following events, and the Users shall be deemed to have consented to the same in advance:
(1) when suspending a part or all of the equipment necessary to provide the Service, such as systems, hardware, and software, in order to conduct system enhancements, maintenance, or take similar measures;
(2) when repairing issues in the equipment necessary to provide the Service, such as systems, hardware, and software;
(3) if the Company determines that there is a reasonable cause to interrupt the Service, such as if there is an unauthorized access by a third party;
(4) if an emergency situation such as a force majeure event or natural disaster occurs or is likely to occur;
(5) if an event occurs in which interruption is unavoidable, such as any issue in the electronic communication equipment the Company uses; or
(6) if the Company otherwise determines that ceasing all or a part of the provision of the Service is necessary.
２． Notwithstanding that a User may incur any damage due to the interruption of the provision of the Service referred to in the preceding paragraph, the Company shall not be liable for any such damage.
３． If the Company interrupts the provision of the Service pursuant to the provisions of paragraph 1 of this Article, then in principle, the Company shall notify the Users in advance of the reason for, the date and time of, and the period of the interruption of the provision of the Service. However, this shall not apply in the case of an emergency or in any other unavoidable cases.
Article 16 Suspension of use of the Service
１． The Company may suspend a User’s use of the Service or cancel such User’s registration in any of the following events, and the User shall be deemed to have consented to the same. If the Company cancels a User`s registration, the relevant User Agreement shall be deemed to have been terminated at the time of such cancellation:
(1) if the User conducts any act set out in the items in Article 11 (Prohibited matters);
(2) if the User breaches these Terms and is unable to remedy the breach despite the Company issuing a demand for cure which demands the User to correct such breach within one week; or
(3) if the User conducts any other act that the Company deems to be inappropriate.
２．Notwithstanding that a User may incur damage due to the suspension of use of the Service referred to in the preceding paragraph, the Company shall not be liable for any such damage.
３． If the Company suspends the use of the Service or cancels the registration pursuant to the provisions of paragraph 1 of this Article, then in principle, the Company shall notify the Users in advance to that effect, along with the reason for the suspension, the date and time of the suspension, and its duration. However, this shall not apply in the case of an emergency or in any other unavoidable cases.
４． Notwithstanding the termination of the User Agreement under paragraph 1 of this Article, the User shall be liable to pay to the Company the amount of the usage fee for the remaining period until the expiration of the effective term of the User Agreement as if the User Agreement had not been terminated prior thereto. In addition, notwithstanding that the usage fee for such remaining period has already been paid, the Company is not liable to refund such paid usage fee, and if the amount of the usage fee already paid is less than the full amount of the usage fee for the remaining period, the User shall pay such shortfall of the usage fee in a lump sum in accordance with instructions of the Company.
Article 17 Cessation of the Service and assignment to a third party
１．The Company may change or cease to provide all or a part of the Service by giving notice thereof within a reasonable period (which shall not be shorter than 60 days) prior to such change or cessation, and the Users shall be deemed to have consented to any such change or cessation. If the Company ceases to provide the Service, the User Agreements between the Company and each User shall be terminated as of the date of cessation of the Service.
２．The Company shall not be liable for any damage incurred by a User due to any measure the Company takes under the preceding paragraph.
３．The Company may assign to a third party or cause a third party to succeed to all or a part of its rights and obligations under these Terms by giving notice thereof within a reasonable period (which shall not be shorter than 60 days), and the Users shall be deemed to have consented thereto.
Article 18 Early termination of User Agreements not executed through Microsoft Commercial Marketplace
1. A User may terminate its User Agreement during the effective term prescribed in Article 8 as of the desired termination date by notifying the Company at least 30 days prior to the desired termination date via the method designated by the Company.
2. If a User Agreement is terminated pursuant to the preceding paragraph, the Company will suspend the provision of the Service promptly after such termination. In addition, the Company will, at its own discretion, delete any information related to the User or the Service that was otherwise saved on the Service within 30 days from the termination date.
3. If a User Agreement ends due to the termination by the User under this Article, such User shall pay the full amount of its monetary obligations to the Company (including the monetary obligations under paragraph 4 of this Article) in a lump sum in accordance with the instructions of the Company by the day on which the User Agreement ends.
4. Notwithstanding the termination by a User of its User Agreement under this Article, the User shall be liable to pay to the Company the amount of the usage fee for the remaining period until the expiration of the effective term of the User Agreement as if the User Agreement had not been terminated prior thereto. In addition, notwithstanding that the usage fee for such remaining period has already been paid, the Company is not liable to refund such paid usage fee, and if the amount of the usage fee already paid is less than the full amount of the usage fee for the remaining period, the User shall pay such shortfall of the usage fee in a lump sum in accordance with instructions of the Company.
5. This Article shall apply only to User Agreements that are not executed through the Microsoft Commercial Marketplace.
6. The User may immediately terminate the User Agreement upon the occurrence of any of the following events:
(1) if the Comapny grants benefits or any other such assistance to any anti-social force;
(2) if the Company is subject to attachment, provisional attachment, provisional disposition, or compulsory execution;
(3) if the Company is subject to disposition for delinquency in payment of taxes or other public charges; or
(4) if the Company is subject to a decision for the commencement of proceedings for bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation, or if a petition for the commencement of any of these is actually filed.
Article 18-2 Early termination of User Agreements executed through Microsoft Commercial Marketplace
1. A User may terminate its User Agreement during the effective term prescribed in Article 8 as of the desired termination date by the method prescribed by the Company.
2. If a User Agreement is terminated pursuant to the preceding paragraph, the Company will suspend the provision of the Service promptly after such termination. In addition, the Company will, at its own discretion, delete any information related to the User or the Service that was otherwise saved on the Service within 30 days from the termination date.
3. Even if the usage fees for the remaining period have already been paid, the Company is not liable to refund such paid usage fee, and if the amount of the usage fee already paid is less than the full amount of the usage fee for the remaining period, the User shall pay such shortfall of the usage fee in a lump sum in accordance with instructions of the Company.
4.This Article shall apply only to User Agreements that are executed through the Microsoft Commercial Marketplace.
5. The User may immediately terminate the User Agreement upon the occurrence of any of the following events:
(1) if the Company grants benefits or any other such assistance to any anti-social force;
(2) if the Company is subject to attachment, provisional attachment, provisional disposition, or compulsory execution;
(3) if the Company is subject to disposition for delinquency in payment of taxes or other public charges; or
(4) if the Company is subject to a decision for the commencement of proceedings for bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation, or if a petition for the commencement of any of these is actually filed.
Article 19 Intellectual property rights
１．Any and all intellectual property rights such as patent rights, trademark rights, design rights, copyrights, and business secrets related to the Service (including, but not limited to, the Application; the same applies hereinafter) (“Intellectual Property Rights”) and any other such rights belong to the Company.
２．Users may not themselves use or cause a third party to use any of the Intellectual Property Rights provided through the Service in any manner other than that set out in these Terms or in the Service without a license from the Company.
３．If any problem or dispute arises between a third party and a User in relation to paragraph 1 or paragraph 2 of this Article, the User shall solve such problem or dispute at its own responsibility and expense and shall not cause any inconvenience or damage to the Company. However, if any problem or dispute arises between the User and such third party based solely on a claim that the Service infringes such third party’s rights, the foregoing shall not apply.
４．Each User shall warrant that it has the lawful rights to distribute the Distributed Data and that the Distributed Data does not infringe the rights of any third party.
５．Any right to the Distributed Data (copyright, moral rights of author, and any other rights prescribed in the Copyright Act) shall belong to each relevant User, and the Company shall not obtain such rights.
Article 20 No guarantee and disclaimer
１．The Company shall not be liable for any damage incurred by a User due to causes that are not attributable to the Company such as natural disasters or other force majeure events or causes that are attributable to telecommunications business operators.
２． The Company shall not be liable to compensate for and shall not be liable whatsoever for any damage in any case where the functions of the Service cannot be used due to events arising in operating systems other than the Application, other applications, Microsoft 365, or the various services included in Microsoft 365 (“Microsoft 365”) (such events include, but are not limited to, failures such as a malfunction of Microsoft 365 and changes in the specifications of Microsoft 365).
３． The Company shall not be liable to compensate nor be liable whatsoever for any damage in any case where the User’s equipment malfunctions or is damaged by using the Service.
４．The Company does not expressly or implicitly guarantee that the Service (including, but not limited to, the Application; hereinafter the same) is free from any actual or legal defects, errors, or bugs relating to safety, reliability, accuracy, completeness, validity, fitness for a particular purpose, security, or from any infringement of rights. The Company does not bear any liability to the Users to remove the foregoing when providing the Service.
５．The Company shall not be liable for any damage a User incurs arising from its use of the Service. However, this shall not apply if the Company is found to have committed any willful misconduct or gross negligence, or if a User incurs or suffers loss or damage based solely on a third-party claim that the Service infringes such third party’s rights.
６．Notwithstanding that the Company may be liable for compensation for damage to a User pursuant to the proviso of the preceding paragraph, the extent of its obligation shall be limited to the amount of the usage fee the User paid to the Company in relation to the Service for the month in which the day the User incurred such damage falls. However, this limitation shall not apply if the damage was caused by any reason attributable to the Company in violation of Article 14.
Article 21 Dispute resolution and compensation for damage
１．If a User causes damage to the Company through the use of the Service by breaching these Terms, such User shall compensate the Company for such damage.
２．If a User receives a complaint from another User or a third party, or a dispute occurs between a User and another User or a third party, as a result of the use of the Service by the User who is the recipient of such complaint or dispute, the recipient User shall immediately notify the Company of the details of, and shall resolve, such complaint or dispute at its own responsibility and expense, and shall report to the Company the results of such resolution if requested by the Company to do so.
３．If, as a result of the use of the Service by a User, the Company receives a claim of any kind from another User or a third party on the grounds of infringement of rights or any other such reason, the User who caused such claim shall compensate the Company for any amount the Company may be required to pay pursuant to the claim submitted by the other User or third party. However, if such payment arises solely from the Company’s willful misconduct or gross negligence, or solely from the Service infringing a third party’s rights, the foregoing shall not apply.
Article 22 No assignment, of rights and obligations
No User may assign, loan, or sell all or a part of its rights and obligations under its User Agreement to a third party, nor conduct any other act to dispose of such rights and obligations such as by changing its registered name or creating a pledge for or otherwise offering those rights and obligations as a security.
Article 23 Handling of confidential information
１． In these Terms, confidential information means the following information, and the party disclosing confidential information shall be referred to as the “Disclosing Party,” and the party receiving confidential information shall be referred to as the “Receiving Party,”:
(1) operational, technical, or marketing information that is exclusive to the Company or the User and disclosed in writing (including in electronic form), and which is labeled to the effect that it is confidential; and
(2) operational, technical, or marketing information that is exclusive to the Company or the User and disclosed orally or in a demonstration, and which is specified to be confidential, and is presented to the other party in writing (including in electronic form) within 10 days after its disclosure.
２． Notwithstanding the preceding paragraph, information that falls under any of the following items shall be excluded from the scope of confidential information referred to in the preceding paragraph:
(1) information that is already publicly known at the time of its disclosure or becomes publicly known after its disclosure through no fault of the Receiving Party;
(2) information that was legitimately obtained by the Receiving Party from a third party under no obligation of confidentiality;
(3) information that was already in the possession of the Receiving Party at the time of its disclosure; or
(4) information that the Receiving Party independently developed without using the disclosed confidential information.
3. The Receiving Party shall maintain the confidentiality of the confidential information disclosed by the Disclosing Party and may not disclose nor divulge the confidential information other than to its officers and employees who need to know the confidential information in order to use the Service. In addition to managing the confidential information with the due care of a prudent manager, the Receiving Party shall not transfer nor provide any confidential information to a third party, and shall not allow persons other than the relevant officers and employees to view or otherwise access any confidential information.
4. Notwithstanding the preceding paragraph, in any of the following cases, the Receiving Party may disclose and provide the Disclosing Party's confidential information or confidential materials to a third party:
(1) if disclosure to the third party is compulsory due to laws and regulations; provided, however, that in this case, the Receiving Party shall endeavor to notify the Disclosing Party in advance and shall request the third party to which the disclosure is made to take measures to maintain the confidentiality of the information or materials within the extent of such laws and regulations; or
(2) when providing the confidential information to persons who bear a legal confidentiality obligation, such as an attorney or a certified public accountant, to the extent necessary for such person to perform their work.
5. The Receiving Party shall use the confidential information solely for the purpose of providing or using the Service and shall not use it for any other purpose.
6. If requested by the Disclosing Party or when the User Agreement ends, the Receiving Party shall return, destroy, or delete the confidential information without delay. The confidentiality obligations prescribed in this Article shall continue to be effective notwithstanding the return, destruction, or deletion of the confidential information.
7. The Receiving Party shall ensure that their respective officers and employees who come to know the Disclosing Party's confidential information comply with the terms and conditions of this Article.
8. The provisions of this Article shall continue to be effective for a period of five years following the end of the relevant User Agreement.
Article 24 Termination by the Company
1. The Company may immediately terminate the User Agreement with any User upon the occurrence of any of the following events and cease the provision of the Service to such User without issuing any prior demand for cure:
(1) if the User conducts any act set out in the items in Article 11 (Prohibited matters);
(2) if the content of any statements or notifications submitted by the User to the Company is untrue;
(3) if the User is subject to attachment, provisional attachment, provisional disposition, or compulsory execution;
(4) if the User is subject to disposition for delinquency in payment of taxes or other public charges;
(5) if the User is subject to a decision for the commencement of proceedings for bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation, or if a petition for the commencement of any of these is actually filed;
(6) if the User breaches these Terms and is unable to remedy the breach despite the Company issuing a demand for cure which demands the User to correct the breach within one week; or
(7) if the User conducts any other act that the Company deems to be inappropriate in accordance with these Terms.
2. If a User Agreement is terminated pursuant to the preceding paragraph, the Company may immediately suspend the provision of the Service to the relevant User. In addition, the Company may, at its own discretion, delete any data related to the relevant User or otherwise to the Service that was saved through the Service.
3. Notwithstanding that a User Agreement is terminated pursuant to paragraph 1 of this Article, such termination shall be effective with respect to the future, and the Company shall not be liable to refund any usage fee regarding the Service that the relevant User has already paid to the Company.
4. Notwithstanding the termination of the User Agreement under paragraph 1 of this Article, the User shall be liable to pay to the Company the amount of the usage fee for the remaining period until the expiration of the effective term of the User Agreement as if the User Agreement had not been terminated prior thereto. In addition, notwithstanding that the usage fee for such remaining period has already been paid, the Company is not liable to refund such paid usage fee, and if the amount of the usage fee already paid is less than the full amount of the usage fee for the remaining period, the User shall pay such shortfall of the usage fee in a lump sum in accordance with instructions of the Company.
Article 25 Severability
In the event that any provision or a part of a provision of these Terms is held to be invalid under laws and regulations, the remaining provisions of these Terms shall continue to be fully effective.
Article 26 Governing law
The conclusion, effect, and interpretation of the User Agreements and the performance of the obligations that are imposed under the User Agreements shall be governed by the laws of Japan.
Article 27 Agreed jurisdiction
1. In the event that any dispute arises between a User and the Company in relation to these Terms or the User Agreement, the parties shall resolve such dispute through consultation in good faith.
2. If the dispute cannot be resolved through consultation pursuant to the preceding paragraph, the Tokyo District Court or the Tokyo Summary Court shall have exclusive jurisdiction in the first instance, depending on the amount of the claim in question.
Supplementary provisions
Established on February 20, 2023
Revised on June 5, 2023
Revised on October 5, 2023
Revised on January 1, 2024