Terms of Use(HoloeyesXR(Medical XR) Service)

Chapter One  General Provisions

Article 1. Definitions
In these Terms of Use (hereinafter referred to as “Terms of Use”), the terminology listed in the following paragraphs shall have the meanings described in each of the paragraphs.
(1) “The Service” is the service managed and delivered by Holoeyes Inc. (hereinafter referred to as “the Company”), in accordance with these Terms of Use, as its HoloeyesXR (Medical XR) business, and refers generically to [1] the Application Service provided to the Users of the Application and [2] the Capture Data Service provided for viewing by Users of MR capture data.
(2) “The Application Service” refers to a service provided for use by the User of the Application.
(3) “The Application” refers to an XR application developed by the Company, using DICOM (Digital Imaging and Communication in Medicine) compliant medical electronic images as source material and processing these in the manner that cannot identify specific individuals before creating 3D polygon data that are viewed in 3D space using virtual reality (VR) equipment. Note that revised and updated versions developed by the Company in the future are to be included in the term “the Application.”
(4) “MR capture data” refers to capture data recording the postures, gestures and other actions of the User (including physicians working for the User) when using the Application.
(5) “Capture Data Service” is a service for providing MR capture data uploaded to the server managed by the Company for viewing by the User.
(6) “User” refers to a medical institution that uses the Services, having concluded a Use Agreement with the Company, pursuant to the provisions of Article 6. Establishment of Use Agreement, hereunder, and which has not lost its position as a User, pursuant to these Terms of Use.
(7) “Application Form” refers to the Company’s prescribed form for applications to use the Service.
(8) “Use Agreement” refers to an agreement concluded between the Company and the User regarding the use of the Service, established with the provisions of these Terms of Use as its terms and conditions, pursuant to the provisions of Article 6 ( Establishment of Use Agreement) hereunder.
(9) “ID and Password” refer to codes issued to the User by the Company, the setting and combination of which are used to identify and authenticate the User.
(10) “Ticket” refers to the right to use the Service, as set by the Company for each ID and Password and purchased by the User, with the content, scope and duration of the right of use set by the Company in accordance with the Types of Tickets, and described in the separately attached “Types of Tickets.”

Article 2. Application of Terms of Use
1. These Terms of Use apply to all relationships (including the content of the Service and matters relating to rights and obligations between the User and the Company regarding the Service) between the User of the Service and the Company, concerning the use of the Service.
2. In the event that the Company has specified separate terms of use or other conditions with regard to the Service which the User wishes to use, these shall take precedence over the Terms of Use.
3. The Privacy Policy, Help, Guidance and FAQ that exist separate to these Terms of Use also constitute part of the Terms of Use, and the User accepts this by using the Service.

Article 3. Revisions of the Terms of Use
1. The Company may, at its own discretion, make revisions to the Terms of Use.
2. In the event of the application of revised terms to a Use Agreement already concluded between the Company and the User, the Company shall present the revised terms to the User at least 30 days before the application begins.
3. If an application for termination is filed by the User, using the termination application form prescribed by the Company, within the period from the presentation of a revised Terms of Use by the Company, as per the preceding paragraph, until the day that the revised Terms of Use come into effect, also as per the preceding paragraph, the Use Agreement shall be considered to have been terminated from the desired date of termination. Note that the desired date of termination shall be in accordance with the provisions of Article 9 (Termination of Use Agreement), Paragraph 1
4. Excluding the case referred to in the preceding paragraph, after the day in which revised Terms of Use come into effect, as stipulated in Paragraph 2, above, the User shall be considered to have accepted the content of the revised Terms of Use, which shall be applied in place of the current Terms of Use, and shall be considered the new Use Agreement.

Chapter Two  Details of Service

Article 4. Details of the Service
In accordance with the Use Agreement concluded with the User, the Company shall provide the following services as the Service.
(1) Application Service
	By using the Application, the User can view, in 3D space using virtual reality (VR) equipment, 3D polygon data that have been generated using DICOM (Digital Imaging and Communication in Medicine) compliant medical electronic images as source materials (hereinafter referred to as “DICOM data”), after having processed these in such a way that specific individuals cannot be identified (hereinafter referred to as “the Polygon Data”).
The Polygon Data consist of [1] data created by the Company using DICOM data obtained from the User as source materials, and [2] data created from 3D Polygon Data created by the User using DICOM data as source materials and obtained from the User by the Company and then further processed by the Company. Which of these methods is used by the User to create the Polygon Data shall be determined in consultation with the Company.
	Further, regardless of which method is used to create the Polygon Data, all rights, ownership and interests, as well as all copyrights, trademark rights, patent rights and any other intellectual rights, shall belong exclusively to the Company.
(2) Capture Data Service
	MR capture data uploaded to the server managed by the Company can be viewed by the User, using equipment and an operating environment specified separately by the Company.

Article 5. Changes to Service Content or Specifications
The Company may update or modify the content or specifications of the Service from time to time, without obtaining the consent of the User. In such cases, the updated or revised Service, by the revision of the related terms of these Terms of Use, shall constitute the content of the Service and shall be treated in accordance with the revised Terms of Use, to which the User agrees in advance.

Chapter Three  Use Agreement

Article 6. Establishment of Use Agreement
1.	Applicants wishing to use the Service (hereinafter referred to as “Applicant”) shall apply to use the Service by entering the required information (including ID and password and types and numbers of tickets) in the Company’s prescribed application form and submitting this to the Company. Further, the Applicant is assumed to have filed the application having accepted the content of these Terms of Use and, when application is made, the Company shall assume that the Applicant has accepted the content of these Terms of Use.
2.	The Use Agreement is established when, having received the application form referred to in the preceding paragraph, the Company decides at its own discretion to accept the application and notifies the Applicant that the use registration has been completed. 
3.	The contents of the Use Agreement are set out in these Terms of Use

Article 7. Period of Use
1.	The User may use the Service according to the Use Agreement for the duration of the valid period of use for the ticket purchased by the User registered by the Company for each ID and password  (hereinafter referred to “the Period of Use”). The Period of Use shall be the period described in the separate “Types of Tickets,” set by the Company depending on the type of ticket.
2.	If the type of ticket is “Zirconia” or “Black”, the Period of Use is one month from the use start date of the Service, as stipulated in the Use Agreement. However, if the User does not perform an effective termination by the expiration date, as per the provisions of Article 9, the Period of use period will be automatically extended for one month from the day following the expiration date, with the same conditions in force, and the same thereafter.
3.	If the ticket is “Platinum”, the Period of Use of the ticket shall be one year from the date when the use of the Service starts, as specified in the Use Agreement. However, if the User does not perform an effective termination by the expiration date, as per the provisions of Article 9, the Period of Use will be automatically extended for one year from the day following the expiration date, with the same conditions in force, and the same thereafter.

Article 8. Application for Change of Service Content by User
1.	If the User wishes to make changes to the content of the Service, they shall apply to make changes by submitting the change application form prescribed the Company. The same shall apply when the User wishes to make changes to application details.
2.	Changes to the Use Agreement following changes to the Service in accordance with the preceding paragraph shall comply with the provisions of Article 6 (Establishment of Use Agreement), Paragraph 2.
3.	In the event of changes to the content of the Service in accordance with the preceding two paragraphs, the Company may revise the charge for the use fees stipulated in Article 14 (Payment of Use Fees), depending on the revised Service content.

Article 9. Termination of Use Agreement
1.	The User may terminate the Use Agreement from a desired date (Note that this applies only to the last day of the month, and the desired termination date cannot fall on other days of the month. Also, if the ticket type is “Platinum,” this applies only to the last day of the month in which the Period of Use period completion date falls, as stipulated in Article 7, Paragraph 3.) by completing the Company’s prescribed application form with the required details and submitting this to the Company by 15th of the month preceding the month in which the desired termination date falls. If the termination form does not contain the desired termination date, or if the termination date is not as specified in this paragraph, the termination form shall be regarded as invalid. Note, also, that the User will not be able to terminate the Use Agreement should any unpaid financial obligations exist pursuant to the Use Agreement.
2.	If the User does not use the Service within a continuous six-month period, the Company may, at its own discretion, terminate the Use Agreement without any notification to the User.

Article 10. Cancellation of Use Agreement
The Company may cancel the Use Agreement if it is discovered that any of the following apply to the User.
(1) The User is in breach of the Terms of Use or the Use Agreement, and has not taken action to correct the breach within seven days of a warning being issued by the Company.
(2) The use application form or other documents or emails contain entries that are contrary to fact.
(3) Bills or checks issued by the User have been dishonored.
(4) The User has suspended payment or has become unable to pay.
(5) A regulating authority has revoked the User’s business license or issued a business suspension order, business improvement order or some other administrative measure.
(6) The User is subject to a petition filed by a third party for seizure, provisional seizure, provisional disposition, foreclosure or auction sale, or is subject to disposition for failure to pay taxes or public dues.
(7) A petition has been filed against the User to commence bankruptcy proceedings, civil rehabilitation proceedings, corporate restructuring proceedings, special liquidation proceedings or similar proceedings, or the User’s credit situation has become significantly unstable.
(8) A resolution has been passed to dissolve or abolish the User’s business, or to merge all or a significant part of the business, or the business has been bought out.
(9) The User does not agree to changes in the Terms of Use or other related agreements, etc.
(10) The Company judges that the User is an anti-social force (as defined in Article 30 (Disclaimer), Paragraph 3, and hereinafter the same), or has some form or interaction or involvement with anti-social forces, such as support through the provision of funds or other assistance, or cooperation or involvement in their operation or management.
(11) There is a possibility of occurrence of any of the foregoing.

Article 11. Effect of Termination
1.	Upon the termination of the Use Agreement, the Company may, at its own discretion, retain the materials and information (including copies of all or part of materials, etc.), etc. provided by the User for the use of the Service. However, the Company will delete said materials and information if so requested by the User.
2.	The provisions of the preceding paragraph notwithstanding, the User agrees that, upon the termination of the Use Agreement, the Company may receive DICOM data, 3D polygon data and Polygon Data provided by the User without condition, and continue to store and save these for the purposes of the smooth operation and improvement of the Application and the Service, without charge, without time limit and without conditions, in any form, currently existing or developed in the future.

Article 12. Discontinuation of Service
The Company may discontinue the Service, in whole or in part, should any of the following apply, and may terminate the Use Agreement, in whole or in part, from the date of discontinuation.
(1) The User has been notified at least 30 days before the date of discontinuation.
(2) The provision of the Service, in whole or in part, has become impossible or very difficult, due to changes in applicable laws and regulations, natural disaster or other cause not attributable to the Company.

Chapter Four  Payment of Use Fees

Article 13. Use Fees and Other Monetary Terms
1.	The ticket purchase prices to be paid by the User to the Company are the amounts given in the separate “Types of Tickets.”
2.	The Service related use fees (excluding ticket purchase prices) to be paid by the User to the Company, the consideration to be paid by the Company to the User in respect of cooperation in the creation of MR capture data, and other monetary terms relating to the Service, are as stipulated separately by the Company. The User agrees in advance that the Company may, at its own discretion and without obtaining the consent of the User, make changes to these monetary terms.

Article 14. Payment of Use Fees
1.	The User shall pay the Service related use fees at the times and in the manner separately stipulated by the Company. Further, should the User fail to complete the payments stipulated in this paragraph, the Company may temporarily suspend provision of the Service, in accordance with the provisions of Article 27 (Temporary Suspension of Service), Paragraph 2.
2.	Unless there has been intentional fault or gross negligence on the part of the Company, no refunds of any kinds will be paid by the Company with respect to Service related use fees received from the User, for whatever reason.

Chapter Five  Use of the Service

Article 15. Right to Use the Application
1.	The Company grants the User the non-exclusive and non-transferable limited use right to use the Application for the purposes of viewing the Polygon Data during the Period of Use. The User may not sub-license, distribute, rent, lease, transfer or otherwise dispose of the Application or the rights to use it. Should the User attempt to use the Application in excess of the purposes described above, attempt to circumvent the technical protection measures of the Application, or use the Application in breach of the provisions of these Terms of Use, the User’s rights in relation to the Application, in accordance with this paragraph, will terminate immediately.
2.	The Application related rights granted to the User in accordance with these Terms of Use are limited to those intellectual property rights owned by the Company or its licensors, and do not include any transfer or licensing rights to any other intellectual properties.
3.	The User may not, in any manner whatsoever, decompile, disassemble or reverse engineer the Application, in whole or in part, or attempt any other similar action.
4.	The User may not remove, change or obscure any Application related product identification, copyright or other intellectual property identification marks (including but not limited to trademarks and logos), or other indications used by the Company in the Application.
5.	Where the use of the Application involves the use of the rights of a third party and where said third party requires the User to comply with terms of use, etc., established by the third party, the User shall comply with said terms of use, etc., insofar as they pertain to the use of the Application.

Article 16. Attribution of Rights
1.	The Company exclusively holds and retains all rights, ownership and equity relating to the Polygon Data, the Application (including but not limited to all images, animation, video, music and text contained in the Application) and MR capture data uploaded to servers managed by the Company, as well as the copyrights, trademark rights, patents and other intellectual property rights relating thereto.
2.	The rights of the User to use the Application are limited to the rights granted in accordance with the provisions of the preceding Article (Right to Use the Application), and the User may not exceed this scope to duplicate, display, distribute, perform, publish, modify or otherwise make use of the Application, in whole or in part, nor create any secondary copyrighted works from the Application, without the prior written consent of the Company.
3.	The rights of the User to view the MR capture data are limited to the use of equipment specified separately by the Company and in an operating environment specified separately by the Company, and the User may not exceed this scope to duplicate, display, distribute, perform, publish, modify or otherwise make use of the MR capture data, in whole or in part, nor create any secondary copyrighted works from the MR capture data, without the prior written consent of the Company.

Article 17. Use by the User
1.	The User may use the Service and Application for their own business only, in accordance with the terms of the Use Agreement.
2.	If the User intends to use the Service or Application in the course of medical practice, they do so at their own burden of responsibility, having first confirmed legal compliance with applicable laws and regulations (including recommendations and guidelines issued by the Ministry of Health, Labor and Welfare and other regulatory authorities and industry bodies, and the same hereinafter). Final judgment relating to medical practice is to be done by the User or a physician attached to the User, and the Company cannot be held liable in any form in relation to the results of said judgment or such judgement itself.

Article 18. Establishment and Maintenance of Facilities for the Use of the Service
1.	The User shall, at their own burden of responsibility and cost, maintain a telecommunications service and other operating environment requirements necessary to use the Service.
2.	In the event of any problem with the operating environment specified in the preceding paragraph, the Company shall have no obligation to provide the Service to the User.
3.	Where judged necessary for the maintenance of the Service or for operating or technical reasons, the Company may monitor, analyze and conduct investigation into the data provided or transmitted by the User through the Service, having first notified the User and obtained their consent.

Article 19. Use of ID and Passwords
1.	After the establishment of a Use Agreement, the Company will set an ID and password for the User and issue the User with these. The User should manage said ID and password with the care of a good manager and may use them only within the ID and password use privileges, Period of Use and scope set for each ID and password by the Company. Note that, depending on the User, the Company may provide multiple IDs and passwords.
2.	The ID and password are for use by the User only, and may not be loaned, transferred, traded, pledged or otherwise disposed of to third parties.
3.	When the Company has determined, using a prescribed method, that the entered ID and password match the registered ones, it shall be judged that they have been used by the User. In the event of any damage suffered by the User or any third parties as a result of the use of these by a party other than the User, due to their theft, misuse or any other reason, the Company shall bear no liability whatsoever. Further, if, in the course of using the Service, the User enters wrong information and suffers disadvantage or damage, etc., as a result of said wrong information, the Company shall bear no liability whatsoever.

Article 20. Manager and Contact Person
1.	The User shall enter the names of a Service related manager and a contact person in the application form referred to in Article 6 (Establishment of Use Agreement), Paragraph 1, and any communications, confirmations, etc., from the Company with regard to the Service shall be made through said manager and contact person.
2.	If there are any changes to the manager and contact person entered in the use application form, the User shall promptly report this to the Company in writing. The same shall apply to any further changes in the reported manager and contact person.

Article 21. Ownership of User-provided Data
The ownership of DICOM data or 3D polygon data (indicating 3D polygon data processed and used in the creation of Polygon Data by the Company, and hereinafter generally referred to as “User-provided Data”) transfers, free of charge, to the Company from the moment it is provided to the Company by the User.

Article 22. Licensing of Rights Relating to User-provided Data
1.	The User grants the Company free of charge the permission (including permission in accordance with copyright and any and all other rights included in User-provided Data) to use User-provided Data for the purposes of the smooth operation and improvement of the Application and the Service, including the creation of Polygon Data and the development and provision of the Application, without charge, without time limit and without conditions, in any form, currently existing or developed in the future. Further, the User also agrees not to exercise their moral rights concerning User-provided Data against the Company or any third party designated by the Company.
2.	In order not to hinder the permission referred to in the preceding paragraph, the User shall appropriately dispose of any rights (including copyright and any and all other rights) included in User-provided Data, before providing said data to the Company. In the event of any problem arising from said rights, the User shall resolve the matter at its own burden of responsibility and cost.

Article 23. Warranty of User-provided Data
The User warrants the matters specified below with regard to User-provided Data provided to the Company for use in the Service.
(1) The data do not infringe any copyright, trademark rights, portrait rights or any other rights of third parties.
(2) There is no conflict with applicable laws and regulations or with regulations stipulated by industry associations.
(3) With regard to the provision of User-provided Data to the Company, DICOM data have been acquired with the written consent of the patients from whom they have been acquired.
(4) There are no details corresponding to the prohibited matters stipulated in Paragraph 1 of the following Article (Prohibited Matters).

Article 24. Prohibited Matters
1.	When using the Service, the User must not carry out any acts that correspond to the following items.
(1) Acts which violate applicable laws and regulations, orders, dispositions or other rules or regulations.
(2) Acts which precipitate or promote criminal acts, or other acts that are linked to criminal acts.
(3) Acts which infringe or may infringe upon the copyright, trademark rights, portrait rights, privacy or other rights and interests of the Company or third parties.
(4) Acts that cause a third party to use the Service in breach of these Terms of Use.
(5) Acts that involve the use of the Service by impersonating a third party.
(6) Acts that involve the improper use of ID and passwords issued in accordance with Article 19 (Use of ID and Passwords).
(7) Acts that involve the transmission or writing of viruses or other harmful computer programs.
(8) Acts that involve an attempt to derive or create a source program from an object program by decompiling, disassembling or reverse engineering systems related to the Application or the Service, or by any other method.
(9) Acts that involve the duplication, modification or distribution of the contents of the Service or the Application, without the prior written consent of the Company.
(10) Acts that involve the use of automated means (including but not limited to information gathering bots, robots, spiders or scrapers) to use the Service or to access systems related to the Service.
(11) Acts that involve the slander of the Company or a third party, or injure their good name or credibility.
(12) Acts that the Company judges to be in breach of the User’s warranty, as stipulated in the paragraphs of the preceding Article (Warranty of User-provided Data).
(13) Acts that hinder or may hinder the use or operation of a third party’s facilities or this Service.
(14) Other acts that are or may be in breach of laws and regulations or contrary to public order and morals, or any other acts that may be reasonably judged by the Company to be inappropriate.
2.	Should the User learn that any of the acts described in any of the items of the preceding paragraph has been committed, or is likely to be committed, they shall promptly notify the Company to that effect.
3.	Should it be learned that any of the User’s acts correspond to any of the items of Paragraph 1, the Company may temporarily suspend the Service, in whole or in part, without any prior notification to the User.

Article 25. Resolution of Disputes
In the event of any dispute arising between the User and a third party (including patients from whom DICOM data have been acquired, and the same for the rest of this Article) regarding the use of the Service by the User, or in the event that said third party has filed a claim against the Company or a business partner of the Company as a result of said dispute, the User shall promptly resolve the matter at their own burden of responsibility and cost, and shall not cause the Company or its business partner to suffer any loss or damage. However, this provision shall not apply in cases where the dispute is due to some cause that is attributable to the Company.

Chapter Six  Provision of the Service

Article 26. Duty of Due Diligence
The Company shall provide the Service with the due care of a good manager during the period of Use of the Service.

Article 27. Temporary Suspension of Service
1.	The Company may suspend provision of the Service, in whole or in part, without prior notification to the User, should any of the following apply.
(1) The Service requires maintenance.
(2) The Company or the User may be exposed to disadvantage as a result of an excessive concentration of access, unauthorized access, virus attack or computer network failure, etc.
(3) Suspension is unavoidable for operational or technical reasons.
(4) The provision of the Service has become difficult due to court orders or other measures in accordance with laws and regulations.
(5) The provision of the Service has become impossible or difficult due to accidents such as fire or power failure, natural disaster such as earthquakes or flooding, transportation difficulties, war, rioting, terrorism, labor disputes or other force majeure.
(6) Suspension has been caused by an operator (including but not limited to Internet providers, telecommunications carriers or other third parties operating delivery services) other than the Company.
(7) The delivery of the Service has become impossible or difficult due to causes not attributable to the Company, and prior notification has become similarly impossible or difficult.
(8) Other instances in which the Company judges that suspension is necessary, in compliance with the foregoing items.
2.	Where any of the items of Article 10 (Cancellation of Use Agreement), or of Article 24 (Prohibited Matters), apply to the User, or where the User is in some other breach of the Use Agreement, the Company may suspend provision of the Service, in whole or in part, without prior notification or warning to the User.
3.	In the event that the provision of the Service has been impossible due to any of the reasons described in the items of Paragraph 1, the Company shall not bear any responsibility for any loss or damage suffered by the User or any third party as a result.

Article 28. No Warranty
1.	As long as there is no breach of applicable laws and regulations, the Company makes no warranty of any kind, whether express, implied or statutory, or arising from a series of transactions, usage or trade practices, with regard to the merchantability, satisfaction of quality, fitness for a particular purpose, non-infringement of the rights of third parties, completeness, accuracy or usefulness of the Application or the Service, or any other implied warranty.
2.	The Company makes no warranty that the Service will not be interrupted or suspended, in whole or in part, and the Service may be interrupted or suspended, in whole or in part, if required by the circumstances of the Company. Should the User or a third party suffer loss or damages as a result of said interruption or suspension of the Service, the Company shall not bear any liability whatsoever, except where this has been due to the intent or gross negligence of the Company.
3.	The Company makes no warranty of any kind that the Service or the Application are free from faults, errors, bugs or failures.
4.	It shall be the User’s responsibility to make and store backup copies of data provided and transmitted through the Service, and the Company shall have no responsibility whatsoever for the storage, saving or backup of such data.

Article 29. Liability for Damages
1.	In the event that the User causes the Company to suffer loss or damages (including cases where, as a result of the User’s actions, the Company receives claims for damages from third parties, or other claims) in relation to their use of the Service, the User shall have the responsibility to compensate the Company for all loss and damage (including sums equivalent to the expenses of lawyers and other experts, and personnel expenses required by the case within the Company).
2.	Regarding the use of the Service, in the event of loss or damages suffered by the User as a result of reasons attributable to the Company, regardless of default liability, tort liability or any other claims allowed under law, and limited to ordinary loss or damage directly and actually suffered by the User and resulting from reasons clearly attributable to the Company, with regard to the Service or the Use Agreement, the Company shall compensate the User for said damages. Further, the Company shall have no liability whatsoever to pay compensation for indirect damages, special damages, lost profits or any other derivative damages.

Article 30. Disclaimer
1.	The Company’s liability regarding the Service and the Use Agreement, for whatever reason, shall be limited to the scope described in the preceding Article (Liability for Damages), and the Company shall not be liable for any compensation, regardless of default liability, tort liability or any other claims allowed under law relating to damages suffered by the User arising directly or related to causes not attributable to the Company, nor shall any usage fees pertaining to the Service be refunded.
2.	The Company makes no warranty whatsoever with regard to the accuracy, reliability or safety, etc. of data (including but not limited to MR capture data and Polygon Data) provided to the User by the Service.
3.	The User represents to the Company that neither they themselves nor any persons related to them are an organized crime group, a member of an organized crime group, have ceased to be a member of an organized crime group for a period of less than five years, are an associate member of an organized crime group, a corporate affiliate of an organized crime group, a corporate racketeer, a group engaging in criminal activities under the pretext of conducting social campaigns or political activities, an organized crime group specializing in intellectual crimes, or any other similar entity (hereinafter referred to generally as “Organized Crime Groups”), have a relationship in which it is acknowledged that the management is controlled by an organized crime group, have a relationship in which it is acknowledged that an organized crime group is substantially involved in management, have a relationship in which it is acknowledged that they employ the services of organized crime group members to inflict damage upon third parties in order that they, their company, or a third party may benefit unjustly, have a relationship in which it is acknowledged that there is involvement in which funds or other forms of convenience are provided to organized crime groups, or that its directors or persons with substantial involvement in management have socially questionable relationships with organized crime groups (hereinafter referred to generally as “Anti-social Forces”), and promise that none of these items will apply to them at any time in the future. Should the User be in breach of said promise, the Company may cancel the User’s Use Agreement and terminate their use of the Service, without any prior notification. In such a case, the Company shall not be liable in any way for any damages suffered by the User.

Chapter Seven  Other Provisions

Article 31. Confidentiality
1.	Both the Company and the User shall maintain the confidentiality of any confidential information disclosed to them by the other party, relating to the use of the Service, and shall not disclose or leak said information to any third party without the prior written consent of the other party. However, in cases where the Company outsources part of the Service to a third party, confidential information of the User may be disclosed to said third party, to the extent necessary and on the condition that they are made subject to the obligations provided for in this Article.
2.	The confidential information referred to in the previous paragraph shall not include the following.
(1)	Information that was already publicly known before disclosure, or which was already in one’s own possession.
(2)	Information that becomes publicly known after disclosure, through no fault of one’s own.
(3)	Information acquired from a third party with legitimate authority.
(4)	Information that can be proven to have been independently developed or acquired by oneself.
3.	Notwithstanding the provisions of Paragraph 1, above, the Company and the User, when requested to disclose information by the invocation of public power in accordance with pertinent laws and regulations, shall be able to disclose confidential information to the extent required by the laws and regulations. In such a case, the Company or the User shall promptly notify the other party of said request, and where there are reasonable means that can be taken to protect the confidentiality of said confidential information, shall strive to avail themselves of said means.

Article 32. Sub-contracting
The Company may, at its own discretion, sub-contract all or part of the work necessary to provide the Service to a third party.

Article 33. Transfer of Rights
1.	Without the prior written consent of the Company, the User may not transfer, sub-lease, trade, pledge or otherwise provide as collateral to any third party, their own rights or obligations, in whole or in part, pursuant to these Terms of Use and the Use Agreement, or carry out any similar act.
2.	On the condition that terms and conditions will not be altered to the detriment of the User, the Company may, without the consent of the User, transfer to a third party, pledge as collateral or otherwise dispose of all of its status and rights pursuant to the Agreement.

Article 34. Effect of Business Transfer
Should the business of the Service be taken over by another party as a result of its being transferred to a third party, or due to corporate merger or demerger, the Company, in accordance with said transfer, etc., along with its status, rights and obligations pursuant to the Use Agreement, shall also be able to pass any registration information and other information relating to the User to the transferee. By this Article, the User is understood to agree in advance to such transfers, etc.

Article 35. Governing Law
The establishment, effectiveness, performance and interpretation of these Terms of Use and the Use Agreement shall be in accordance with the laws of Japan.

Article 36. Exclusive Jurisdiction
In the event of the need for any litigation between the User and the Company, the Tokyo District Court shall be the exclusive court of jurisdiction in the first instance.

Article 37. Consultation
Where there are matters not stipulated in these Terms of Use, or where there is doubt as to the interpretation of any articles or paragraphs, the User and the Company shall consult and resolve the matter in good faith.


Enacted: July 1, 2017
Revised: July 1, 2018