Money Forward IT Management Cloud
Terms of Service
These Terms of Service set out the matters with which Users (defined in Article 2(4)) are to comply in relation to the Money Forward IT Management Cloud (the “Service”) provided by Money Forward i, Inc. (the “Company”).
These Money Forward IT Management Cloud Terms of Service (these “Terms of Service”) apply during the use of the Service. We ask that each Client read these Terms of Service before registration for use of the Service as it will be deemed that it has agreed to these Terms of Service upon registering to use the Service.
The Service is not provided by Money Forward, Inc. but by the Company, which is a group company of Money Forward, Inc.
Article 1 General Provisions and Scope of Application
- These Terms of Service stipulate the basic matters regarding the use of the Service between each User and the Company.
- These Terms of Service apply to Users and the Company with respect to the provision and use of the Service.
- If the Company posts individual or additional provisions regarding the Service on a website or application operated by the Company (“Company Website”), those individual or additional provisions will constitute part of these Terms of Service, and if any individual or additional provisions are inconsistent with these Terms of Service, those individual or additional provisions will prevail.
- When using the Service, an ID (“Authentication ID”) issued by another person designated by the Company (“Authentication ID Issuer”) will be authenticated, so each User shall hold its Authentication ID in compliance with the terms and conditions regarding the Authentication ID set forth by the Authentication ID Issuer while using the Service.
Article 2 Definitions
In these Terms of Service, each of the following terms is defined as set forth below.
(1) “Service Use Agreement” means the contractual relationship regarding the use of the Service executed between the Company and a Client upon the use of the Service and includes these Terms of Service and any terms and conditions and notices related to the Service posted on a Company Website.
(2) “Client” means a corporation, group, or individual that intends to use the Service, has agreed to these Terms of Service, and has entered into a Service Use Agreement with the Company.
(3) “Authorized User” means a person who has been authorized by a Client to use the Service and has become able to use the Service by a method prescribed by the Company.
(4) “User” collectively and individually means the Clients and the Authorized Users.
(5) “Registration Information” means information specified by the Company that has been provided by a User to the Company prior to the execution of a Service Use Agreement, information that the Company considers necessary and requests to be registered during the use of the Service, and if a User adds to or changes any of that information, that additional or changed information.
(6) “Transmitted Data” means contents (including, but not limited to, letters, numbers, formulas, images, and other data) that a User sends or stores while using the Service.
(7) “User ID” means a code that is uniquely associated with an Authentication ID based on the authentication function of the Authentication ID and is used in combination with a User Password to identify an Authorized User and other persons (including an Authorized User designated by the same Client).
(8) “User Password” means a code that is used in combination with a User ID to identify an Authorized User and other persons (including an Authorized User designated by the same Client).
(9) “User Account” collectively means a User ID and a User Password.
(10) “Cloud Service” means a cloud-based service that is operated and provided by a third party that the Company designates at its discretion as a service that can be managed through the Service.
(11) “Cloud Service ID” means a code used in combination with a Cloud Service Password to identify a User from other people.
(12) “Cloud Service Password” means a code used in combination with a Cloud Service ID to identify a User from other people.
(13) “API Token” means a token issued to the Company by a third party based on an application or request from a User that is used by the Company to access a system of that Cloud Service Provider that stores information about the User. The issuer of an API Token is referred to as a “Cloud Service Provider.”
(14) “Aggregation Function” means a function that allows a User to access each Cloud Service via the Company Website or allows the Company to access the system of a Cloud Service Provider using an API Token, and thereby (i) obtain information about the User and reflect and list the obtained information in the Service and (ii) update the information about the User stored in the Cloud Service or kept by the Cloud Service Provider.
(15) “Intellectual Property Rights” means copyrights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the right to acquire those rights or to apply for registration of those rights).
Article 3 Contents of the Service
- The Service means the service called the Money Forward IT Management Cloud that uses an Aggregation Function to automatically obtain information stored in a Cloud Service used by the User or kept by a Cloud Service Provider and supports management, operation, and procedures related to the use of the Cloud Service
- The Company shall display on a Company Website or notify the Users of the Cloud Services that the Users can access by using the Service and the Cloud Service Providers that can obtain account information using API Tokens. A User may obtain information about that User through the Service only if that User obtains a Cloud Service ID and a Cloud Service Password from the Cloud Service that the User has to access the Cloud Service or an API Token has been issued to the Company in accordance with the procedures of the Cloud Service Provider.
- The Company might, for the proper operation of the Service, check the information of a User and other matters such as the usage of the Service. Each User agrees to this in advance.
- The Company may, at its discretion, add or delete (including temporary suspension of access) a Cloud Service or a Cloud Service Provider that can be managed in the Service, and the Users may not object to this.
- The contents and timing of the information about each User that can be obtained from a Cloud Service or a Cloud Service Provider through the Service are to be determined at the Company’s discretion or in accordance with the provisions of the Cloud Service Provider, and the Users may not object to this. The time when the contents of the information obtained from a Cloud Service or a Cloud Service Provider is current might differ depending on the contents of the information provided by the Cloud Service operator or the Cloud Service Provider.
- The Company does not guarantee that the contents of information obtained or used by the Users based on the Service are up-to-date, timely, accurate, or complete. Each User agrees to this in advance.
Article 4 Service Use Agreement
- A person that wishes to use the Service may apply to the Company for registration to use the Service (“Registration for Use”) by agreeing to comply with these Terms of Service and providing the Company with Registration Information in a manner prescribed by the Company.
- The Company shall determine whether to accept a Registration for Use in accordance with the Company’s standards and shall complete the Registration for Use and provide the Service only if that registration has been approved by the Company.
- A Service Use Agreement will be established between a Client and the Company when the Company completes the Registration for Use under the preceding paragraph for a person who wishes to use the Service, and following that, the User may use the Service in a manner determined by the Company.
- Each User shall submit true and accurate information when registering Registration Information. The Company will provide the Service based on the Registration Information registered by the User. The Company is not liable for any damage incurred by a User due to any false statement, error, or omission in the contents of the Registration Information. The same applies even if the Registration Information is changed in accordance with the following Article, and even in that case the Company shall provide the Service based on the Registration Information registered with the Company at the time of use of the Service by the User.
Article 5 Changes to Registration Information of Users
- If there is a change to the Registration Information, the User shall promptly carry out the change procedures prescribed by the Company.
- Each User agrees in advance without objection that if a notice from the Company fails to reach the User due to a failure to make a change described in the preceding paragraph, it will be deemed that the notice reached the User when it would normally have reached the User.
- The Company is not liable for any damage caused by a failure by a User to make a change described in Article 5, paragraph 1.
Article 6 Management of User IDs and User Passwords
- Each User shall, at his, her or their own responsibility, manage and keep his, her or their User ID and User Password and shall not allow a third party to use the User Account and shall not loan, transfer, change the name of, or sell the User ID and User Password. If the Company confirms that the User ID and the User Password entered upon the use of the Service match the User ID and the User Password registered with the Company, the Company will deem that the Authorized User that is registered as holding that User ID and User Password has used the Service.
- The User will be liable for any damage caused by inadequate management of the User Account, misuse of the User Account, or use by a third party of the User Account, and the Company will not be liable for any such damage unless that is due to the willful misconduct or gross negligence of the Company.
- If a User discovers that his, her or their User ID or User Password or his, her or their Cloud Service ID or Cloud Service Password has been stolen or is being used by a third party, the User shall immediately notify the Company.
Article 7 Usage Fees
- Each Client shall pay to the Company consideration for the use of the Service as separately determined by the Company (the “Usage Fee”) in a manner designated by the Company. Please see the Company Website for details on the Usage Fee and the payment method.
- The Company may revise the Usage Fee if the Company believes that is necessary; provided, however, that in the case of an increase in the Usage Fee, the Company shall notify the Clients of that change to the Usage Fee, the amount after the change, and the time when the changed Usage Fee will apply by posting that on the Company Website or by another method considered appropriate by the Company within a reasonable period before that change. In addition, the Company may, at its discretion, establish a transition period to allow existing Clients to apply the Usage Fee before that change.
- If a Client delays in the payment of the Usage Fee, the Client shall pay to the Company delay damages at a rate of 14.6% per annum.
- Unless otherwise specified by the Company, the Service Use Agreement will automatically renew with the same terms and conditions on the termination date of the effective period unless the Client cancels that agreement before the termination date of the effective period. Even if a Service Use Agreement is cancelled during the effective period, the Usage Fee corresponding to the remaining period will continue to accrue until the termination date of the effective period, and the Company will not make any adjustment or refund calculated on a pro-rata basis.
- Unless otherwise provided in these Terms of Service, each Client agrees in advance that the Company will not make any refund of the Usage Fee paid by the Client to the Company.
Article 8 Use of the Service
- A User may use the Service during the effective term of the Service Use Agreement only within Japan, within the scope of the purpose of these Terms of Service, and to the extent that the use does not violate these Terms of Service in accordance with a method specified by the Company.
- Each User shall, at his, her or their own expense and responsibility, prepare and maintain computers, software and other equipment, communication lines, and any other communication environment necessary to use the Service.
- Each User shall, at its own responsibility, take the necessary security measures to prevent any security incident including, but not limited to, unauthorized access, information leaks and divulgence, with respect to the equipment, communication lines, and other communication environments, described in the preceding paragraph
Article 9 Authorized Users
- A Client may invite any of its officers, employees, and other persons engaged in its business as an Authorized User or exclude any such Authorized User from the Users of the Service, according to the conditions and methods specified by the Company.
- Any Authorized User who is invited based on the provisions of the preceding paragraph may exercise all or part of the authority specified by the Company including creating, editing, and viewing of that Client’s data.
- Each Client is responsible for conducting management and supervision to ensure that each Authorized User uses the Service in accordance with these Terms of Service. Any act by an Authorized User will be deemed to be an act by the Client and will be subject to these Terms of Service, and if an Authorized User breaches any contents of these Terms of Service, it will be deemed that the Client has breached these Terms of Service. If an Authorized User breaches any contents of these Terms of Service, the Company may exercise the measures set out in these Terms of Service against the Authorized User without going through the Client.
- If a third party incurs damage or a dispute arises with a third party as a result of a breach of any of these Terms of Service by a Client or an Authorized User, the Company will not be liable in any way and the Client shall resolve the breach or dispute at its own responsibility and expense. If the Company suffers any damage (including, but not limited to, attorney fees) as a result of such a dispute, the Client shall compensate the Company for all damage suffered by the Company.
Article 10 Prohibited Matters
The Users may not engage in any of the following acts when using the Service.
(1) An act that violates laws or regulations, an act that encourages a violation of laws or regulations, or an act that is likely to lead to any such violation
(2) Fraud or intimidation against the Company, another User of the Service, or another third party
(3) An act that violates public policy
(4) An act that infringes on any Intellectual Property Rights, likeness rights, rights of privacy, reputation, or other rights or interests of the Company, another User of the Service, or another third party
(5) Sending any information through the Service that constitutes, or is deemed by the Company to constitute, any of the following
(a) Information that contains an excessively violent or cruel expression
(b) Information that contains a computer virus or other harmful program
(c) Information that contains an expression that damages the reputation or credibility of the Company, another User of the Service, or another third party
(d) Information that contains an excessively obscene expression
(e) Information that contains an expression that encourages discrimination
(f) Information that contains an expression that encourages suicide or self-harm
(g) Information that contains an expression that encourages the inappropriate use of drugs
(h) Information that contains an antisocial expression
(i) Information that contains an expression that causes discomfort to another person
(j) Information that contains a false statement
(k) Information that contains advertising, solicitation, or sales activities
(6) An act that puts an excessive load on the Service, a Cloud Service that is accessed through the Service, or the network or system of a Cloud Service Provider
(7) An act with the purpose of collecting information on other Users of the Service
(8) Unauthorized access to any system connected to the Service, unauthorized rewriting or deletion of information stored in the Company’s facilities, or any other act that causes damage to the Company
(9) Impersonating another User or a third party
(10) Using the User ID or User Password of another User or Authorized User of the Service (including, but not limited to, joint use of a single User ID or User Password by multiple persons)
(11) Providing benefits to an antisocial force (meaning a person who is an organized crime group, a member of an organized crime group, a person that has been a member of an organized crime group in the past five years, a right-wing organization, an organized crime group associate member, a corporate racketeer, a corporate swindler acting in the name of a social movement, a special intelligent violent group, or any other person equivalent thereto)
(12) Using violence or threatening speech or behavior (including, but not limited to, conveying that the User itself or any affiliated person of the User is an Antisocial Force)
(13) An act that will likely hinder the operation of the Service by the Company
(14) An act that is contrary to the intent or purpose of these Terms of Service or the Service
(15) An act that directly or indirectly causes or facilitates any act described in the preceding items
(16) Any other act similar or identical to any of the preceding items, which the Company considers inappropriate
Article 11 Withdrawal
- A Client may withdraw from the Service by the prescribed method and may terminate the Service Use Agreement. A Client that has withdrawn from the Service and any Authorized User that has been approved by that Client to use the Service will no longer be able to use the Service from the time of that Client’s withdrawal.
- If a Client owes any obligations to the Company at the time of its withdrawal (including, but not limited to, obligations under these Terms of Service as well as the Client’s obligation to compensate the Company for damage), all of the obligations owed by that Client to the Company will be automatically accelerated and the Client shall immediately perform all obligations it owes to the Company.
- None of the Users will be released from the obligations or liabilities they owe to the Company in connection with the use of the Service even after the withdrawal of the Client from the Service.
Article 12 Guarantee of Continuity of the Service
- The Company guarantees it will maintain an uptime of the Service of at least 99.5%.
- If the “downtime” of the Service for a period of one month (meaning a period from the first day of a month until the last day of that month, not the immediately preceding 30 days) exceeds 3.6 hours, the Client may report the “downtime” to the Company. In that case, if the Company finds that the “downtime” report is appropriate, it shall reduce the Usage Fee to be charged for the month following the date of that report in accordance with the ratio specified in each of the following items, or if the Usage Fee has already been paid, the Company shall refund an amount equivalent to that reduction in a manner specified by the Company.
(1) If downtime exceeds 3.6 hours but is 7.2 hours or less: 20% of the Usage Fee
(2) If downtime exceeds 7.2 hours: 40% of the Usage Fee
- “Downtime” in the preceding paragraph means the time during which more than 5% of all Users of the Service are continuously in a situation that falls under any of the following items (the “Service Suspension”). Even if more than one of the following situations arises at the same time, only one of them will be counted as downtime and those will not be counted in duplicate.
(1) Time when it is not possible to display all of the Company Websites pertaining to the use of the Service
(2) Time when it is not possible to log in to the Service
(3) Time when it is not possible to view all information on the Service
- Even if a situation described in either item of the preceding paragraph has arisen, that will not be considered “downtime” if any of the following items apply.
(1) If the situation arises between 1:00 am and 6:00 am (Japan time)
(2) If the situation does not continue for 10 minutes or more
(3) If the situation arises from or in connection with the usage environment of the User for the Service such as the equipment, communication lines, or other communication environments of the User
(4) If the situation arises due to a system update (provided, however, that this only applies if that situation arises during a period announced by the Company on the Company Website at least five days before that system update)
(5) If the situation arises due to an interruption or suspension of the Service in accordance with these Terms of Service
- A Client may make a report specified in Article 12, paragraph 2 on or before the last day of the month following the month in which the “downtime” exceeds 3.6 hours, and if a report is made after that time, the Company will not owe any obligation specified in this Article. The remedies set out in this Article are the sole remedies for the guarantee of service continuity set out in paragraph 1.
Article 13 Data Backup
- The Company shall store the data of each User on the Service through regular backups; provided, however, that backups by the Company are to be conducted at the Company’s discretion for the purpose of providing the Service, and each User is responsible for preserving the necessary information in the data entered, provided, or transmitted in relation to the use of the Service.
- If a User’s data is lost due to a failure
, etc. of the Company’s system, the Company shall endeavor to restore that data using the data backed up by the Company. In addition, only if a Client is unable to log in to the Service due to a failure , etc. of the Company’s system after that restoration, the Company may provide the User with backup data in CSV file format or by any other method considered appropriate by the Company.
- The Company shall endeavor to minimize the risk of loss of User data to the extent possible by performing backups as specified in this Article, but each User agrees in advance that if there is a failure of all data and backup data storage locations, that User’s data might be lost, and the Company will not be liable to provide compensation for any damage incurred by the User.
- If it becomes necessary for the Company to maintain or improve the Service, the Company may reproduce the data of the Users of the Service to the extent necessary for that maintenance or improvement, and the Users may not object to that reproduction.
Article 14 Service Use Suspension or Agreement Termination
- If the Company believes that a User falls, or is likely to fall, under any of the following, the Company may, without giving prior notice or demand, temporarily suspend the use of the Service by that User or take other necessary measures, cancel the registration of that User as a User, or terminate the Service Use Agreement with the Client.
(1) If the User breaches or the Company believes it is likely the User will breach, any provisions of these Terms of Service
(2) If it is found that all or some of the information provided by the User to the Company is false
(3) If the User discovers that his, her or their User ID or User Password or his, her or their Cloud Service ID or Cloud Service Password has been stolen or is being used by a third party
(4) If the means of payment designated by the Client as the method of payment of the Usage Fee (including, but not limited to, a bank account or credit card) is suspended or treated as invalid, or if it is found that the means of payment has been used without authorization
(5) If it is found that the Client is a minor, an adult ward, a person under curatorship, or a person under assistance, and the Client has not obtained the consent or approval, of a parent, guardian, curator, or assistant required by laws
(6) If the User delays payment of the Usage Fee and does not resolve that delay by the date specified by the Company
(7) If the User is subject to a suspension of payments or becomes insolvent, or if a petition for the commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, commencement of special liquidation, or commencement of similar proceedings is filed by or against the User
(8) If there is a significant decline in the creditworthiness of the User or a material change in the business operations of the User that affects its creditworthiness
(9) If the Client passes a resolution for dissolution or for corporate reorganization such as a merger with another company
(10) If there are reasonable grounds to cancel the Service Use Agreement in the case of the Client’s death or if the Client is subject to a ruling for the commencement of guardianship, commencement of conservatorship, or commencement of assistance
(11) If the User fails to respond for 30 days or more to an inquiry or other communication from the Company requesting a response
(12) If the Company determines that the User is an Antisocial Force, or has any interaction or involvement with an Antisocial Force such as cooperating with or being involved in the maintenance, operation, or management of an Antisocial Force through the provision of funds or another act, or if it is found that the User is a corporation or an entity
, in which an Antisocial Force is substantially involved in its management
(13) If the User has or is currently subject to measures such as a suspension of use of the Service or a service provided by a company in the Money Forward group, or deletion of the User ID
(14) If the Company judges it necessary for the operation or maintenance of the Service
(15) If there are any other reasonable grounds to cancel the Service Use Agreement with the Client or if the Company determines that there is a reason similar to the preceding items with the User
Article 15 Changes, Additions, Discontinuation, and Interruption of the Service
- The Company may change or make an addition to all or part of the contents of the Service and software related to the Service without giving prior notice to the Users.
- The Company may discontinue the provision or operation of all or part of the Service at its discretion. If the Company discontinues the provision or operation of all or part of the Service at its discretion, it shall notify the Users of that discontinuation in a manner considered appropriate by the Company; provided, however, that the Company might not notify the Users in the case of an emergency.
- The Company may temporarily suspend all or part of the Service without giving prior notice to the Users if any of the following events occurs.(1) If regular or emergency maintenance or repairs to hardware, software, or communication equipment for the Service is conducted
(2) If the service of a telecommunications carrier is not provided
(3) If it is difficult to provide or operate the Service due to force majeure such as a natural disaster
(4) If it is difficult to provide or operate the Service due to an event such as a fire, power failure, other unforeseen accident, war, conflict, disturbance, riot, or labor dispute
(5) If a system of the Service is overloaded due to excessive access or another unforeseen factor
(6) If that becomes necessary to ensure the security of the Users
(7) If the provision of all or part of a Cloud Service, the system of a Cloud Service Provider, or a service operated by a third party in cooperation with the Service (“Third Party Service”) is temporarily suspended or interrupted
(8) If the operation of the Service becomes impossible due to laws and regulations or measures based on any such laws and regulations
(9) If the Company otherwise believes that is necessary in accordance with any of the above items
- Each User agrees in advance that the use of the Service might be restricted in whole or in part if any of the following items apply.
(1) If the validity or eligibility for use of an Authentication ID of a User cannot be confirmed
(2) If the Service is used in an environment without an internet connection
(3) If the Service is used in a communication situation where real-time communication is not possible
- The Company does not owe an obligation to provide the Users with software support or revised versions (including updated versions) of the Service.
- The Company is not liable for any damage incurred by a User as a result of measures taken by the Company in accordance with this Article.
Article 16 Attribution of Rights
- All Intellectual Property Rights related to the information, the data, the software and any other properties, provided by the Company in the Service belongs to the Company or a party that has granted a license to the Company.
- The Users may not, without the Company’s permission, translate, edit, or modify any properties, provided by the Company or allow a third party to use or publish any of such properties. provided by the Company, and the Users may not for any reason perform any act that might infringe on the Intellectual Property Rights of the Company or a party that has granted a license to the Company (including, but not limited to, disassembly, decompile, and reverse engineering).
- Trademarks, logos, service marks and other distinctive brand features, (collectively, “Trademarks”) might be displayed on the Service, but the Company will not transfer or license the Trademarks in any way to any User or another third party.
- Each User represents and warrants to the Company that it has the lawful right to transmit to the Company the Registration Information and the Transmitted Data (Registration Information and Transmitted Data, excluding personal numbers, is collectively referred to as “Data”), and that the Data and its transmission do not infringe on the rights of any third party.
- Each User grants to the Company a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, create derivative works from, display and perform the Data to the extent necessary to provide the Service to the Users or as otherwise provided in these Terms of Service.
- Each User agrees not to exercise his, her or their moral rights against the Company or any person that has succeeded to or licensed rights from the Company.
Article 17 Management and Use of Information
- The Company shall treat Data and all other information obtained through the use of the Service as confidential information of the Users and shall not use that Data and other information beyond the scope stipulated by laws and regulations or beyond the scope of the purposes of use listed in the following items. The information obtained by the Company that constitutes personal information is subject to Article 17, paragraphs 6 and 7.
(1) To confirm the identity or eligibility for use of the User (2) To provide the Service (3) To customize the information and advertisements on the Service so that they are tailored to the User (4) [intentionally left blank.] (5) To give notice of any suspension, discontinuation, or cancellation of the Service (6) To respond to any act that is in breach of these Terms of Service (7) To give notice of any change to the Company’s terms, policies regarding the Service (8) To respond to disputes, lawsuits, or other legal procedures (9) To respond to inquiries about the Service (10) To create anonymized data and statistical data (“Statistical Data”) that is processed in a format that does not allow the identification of individual corporations, groups, or individuals to improve and enhance the Service, and to conduct service development, research, market analysis, and marketing (11) To provide, maintain, improve, and develop the Service in addition to the preceding items
- The Company shall not disclose or share the information of any User with any third party without the consent of that User; provided, however, that this does not apply to the cases listed in the following items.
(1) If the information of a User is provided to the provider of a tool that the Company considers appropriate to ascertain the status of the use of the Service to the extent necessary to use that tool (2) If the information of a User is provided to the provider of a Third Party Service to a reasonable extent for the purpose of linking the Service with that Third Party Service and improving the function of that Third Party Service (3) If the Company entrusts all or part of the handling of the information of a User to the extent necessary to achieve the purpose of use (4) If the information of a User is provided in connection with the succession of a business due to a merger or another reason (5) If that disclosure is required by law(6) If that disclosure is requested by a court, police, or another public institution in accordance with laws and regulations
- The Company may change the purpose of use of information to the extent that it is reasonably recognized that there is a reasonable correlation between the changed purpose of use and the purpose of use before the change, and if the Company makes such a change, it shall notify the Users or give public notice of that change.
- The Company might disclose Statistical Data to third parties. In that case, only Statistical Data that cannot be used to identify specific corporations, groups, or individuals will be disclosed, and information that can be used to identify a User will not be disclosed.
- The Company shall manage the personal information of each User obtained through the use of the Service (excluding personal numbers) in accordance with the Guidelines on the Handling of Personal Information separately stipulated by the Company, and each User agrees in advance that personal information that is included in the Data of each User will be handled in accordance with the Guidelines on the Handling of Personal Information.
- The Company will not handle the personal information of any person other than a User contained in the Data of a User.
Article 18 Exclusion of Antisocial Forces
The Company prohibits the use of the Service by Antisocial Forces. If the Company believes that a User falls under any of those categories, the Company may suspend the provision of the Service or cancel the Service Use Agreement without giving prior notice to the User. The Company is not liable for any damage or disadvantage incurred by a User due to the suspension of the provision of the Service or the cancellation of a Service Use Agreement.
Article 19 Damages
- If a User causes damage to the Company by breaching these Terms of Service or in connection with the use of the Service, the User shall compensate the Company for all such damage (including expert fees such as attorney fees and an amount equivalent to the Company’s personnel costs).
- If, in connection with the use of the Service by a User, the Company receives a claim from another User, Authorized User, or other third party for an infringement of rights or any other reason, that User will be liable for the amount of money that the Company was forced to pay to said third party based on the claim and the amount of money borne by the Company for the resolution of any dispute related to the claim (including expert fees such as attorney fees and an amount equivalent to the Company’s personnel costs).
Article 20 Disclaimer of Warranty and Exemption from Liability
- The Company does not make any warranty that, for example, the Service, the contents provided through the Service, and any other information obtained by a User from the Service are consistent with the specific purpose of a User or have an expected function, commercial value, accuracy, or usefulness, that the use of the Service by the Users is in compliance with all laws and regulations, the internal rules of industry associations, and all other similar rules and regulations that apply to the Users, that no defect has occurred, that any problem regarding the use of the Service will be resolved, that it is possible to lawfully use the contents provided through the Service, and that the Service is in compliance with the Terms of Service of services provided by parties other than the Company and do not infringe on the rights of a third party.
- The Company is not liable for any damage incurred by a User in connection with the interruption, suspension, termination, unavailability, or modification of the Service by the Company, deletion or loss of Data transmitted to the Service by a User, deletion of the registration of a User, loss of Data resulting from the use of the Service, malfunction or damage to equipment, or any other damage suffered by a User in connection with the Service, unless that is due to the willful misconduct or gross negligence of the Company.
- If there is a dispute between a User and a third party, the User shall resolve that dispute at his, her or their own responsibility and expense, and the Company will not be involved in that dispute in any way.
- Even if links from a Company Website to another website or from another website to a Company Website are provided, the Company will not be liable in any way for websites other than the Company Websites or for information obtained from any of those websites.
- The automatic input of Cloud Service IDs and Cloud Service Passwords and the use of API Tokens on a Cloud Service for the purpose of accessing a Cloud Service and the system of a Cloud Service Provider, obtaining, listing, storing, updating, processing, and editing the information of a User by using an Aggregation Function are due to the use by the User at his, her or their discretion of the functions provided by the Company to assist the User in using the Service, and the User will be liable for all results that arise from that use. The Company will not be a party, messenger, agent, or mediator for any of those actions, and will not be liable for any results arising from those actions. Each User shall itself verify the accuracy of the information entered by the Authorized User and the accuracy of the input method, and the Company does not guarantee that the information displayed or the results of updates accurately reflect the actual situation.
- The Company does not guarantee that the Service is compatible with all terminals, and the Users accept in advance that even if the Service is compatible at the time of the commencement of use, the operation of the Service might fail due to an upgrade of the operating system of the terminal used for the Service. The Company does not guarantee that any such problem will be resolved by the Company correcting the program or other means.
- The Company is not liable for any damage suffered by a User in relation to the Service unless there is willful misconduct or gross negligence by the Company. In addition, if there is willful misconduct or gross negligence by the Company, due to the application of the Consumer Contract Act or for another reason, even if the Company is only allowed to partially exempt itself from its obligation to pay damages to the Users notwithstanding the provisions of this paragraph and other provisions exempting the Company from liability for damages, the scope of the Company’s liability for damages will be limited to direct and ordinary damages actually caused by a reason attributable to the Company, and that the scope will be limited to the total amount of the Usage Fee actually received from the Client during the past year retroactively from the time the event that caused the damage occurred.
Article 21 Effective Period of Service Use Agreements
Each Service Use Agreement will remain in effect between the Company and the relevant Client during the term of the provision of the Service from the date of completion of Registration for Use by that Client to the date the Client withdraws from the Service or the date that Client’s account is deleted, whichever comes first.
Article 22 Amendments to These Terms of Service
- The Company may amend these Terms of Service without the consent of the Users in any of the following cases.
(1) If the contents of the amendment is an amendment to the name of the service or an expression, or a correction of a typing error or omission, and that does not substantially affect the contents of these Terms of Service
(2) If that amendment is in line with the general interests of the Users
(3) If the contents of the amendment are not contrary to the purpose for which the Service Use Agreement was made and are reasonable in light of the necessity of the amendment, the reasonableness of the contents after the amendment, and other circumstances pertaining to the amendment
- If the amendment is in accordance with items (2) and (3) of the preceding paragraph, the Company shall give notice of the amendment to these Terms and Conditions, the contents of these Terms of Service after the change, and the effective date of the amendment by posting that on the Company Website or by another method considered appropriate by the Company within a reasonable period before that amendment to these Terms of Service takes effect. In the case of an amendment under item (1) of the preceding paragraph, the amended Terms of Service will take effect at the time of notification of the amended Terms of Service by posting them on the Company Website or by another method considered appropriate by the Company.
Article 23 Communications and Notices
Inquiries regarding the Service and other communications or notices from Users to the Company, as well as notices from the Company to Users regarding amendments to these Terms of Service and other communications or notices from the Company to Users, are to be made by a method determined by the Company. If the Company contacts or notifies a User by sending an email or posting a notice on the Company Website, it will be deemed that the contact or notice was made when the email was sent by the Company or posted on the Company Website.
Article 24 Assignment of Status Under these Terms of Service
- A User may not, without the prior written consent of the Company, assign to a third party, allow a third party to assume (including, but not limited to, universal succession by merger, company split), or create a security interest over all or part of his, her or their status under the Service Use Agreement or his, her or their rights and obligations under these Terms of Service.
- If the Company transfers the business pertaining to the Service to a third party, the Company may assign its status under the Service Use Agreement, its rights and obligations under these Terms of Service, and the Registration Information of Users, and other customer information to the transferee, and it will be deemed that the User agreed to that transfer in advance.
Article 25 Severability
Even if any provision or part of any provision of these Terms of Service is found to be invalid or unenforceable under the Consumer Contract Act or any other law and regulation, the remaining provisions of these Terms of Service and the remaining parts of any provision that is found to be invalid or unenforceable will remain in full force and effect. The Company and the Users shall endeavor to revise the invalid or unenforceable provision or part of a provision to the extent necessary to make it legal and enforceable and to ensure that the intent of the invalid or unenforceable provision or part of a provision and the equivalent legal or economic effect of that provision or part are fulfilled.
Article 26 Survival
Even if a Service Use Agreement between the Company and a Client is terminated, paragraph 4 of Article 9, paragraphs 2 and 3 of Article 11, paragraphs 3 and 4 of Article 14, Article 16, Article 17, Article 18 through Article 20, and Article 24 through Article 28 will remain in effect regardless of the cause of termination.
Article 27 Governing Law and Jurisdiction
These Terms of Service are governed by the laws of Japan, and the Tokyo District Court has exclusive jurisdiction as the court of first instance over any dispute arising out of or related to these Terms of Service.
Article 28 Consultation
If any matter not stipulated in these Terms of Service or any doubt regarding the interpretation of these Terms of Service arises, the Company and the Clients shall consult with each other in accordance with the principle of good faith and promptly endeavor to resolve that matter or doubt.
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