These Terms of Use of Services (“these TOU”) concerning cloud services provided by Authlete Inc. (hereinafter referred to as the “Company”) (such cloud services are hereinafter referred to as the “Services”) govern the respective rights and obligations and other terms and conditions for use of the Services, between the Company and a party having been registered as user of the Services in accordance with Article 3 hereof (hereinafter referred to as the “User”).

Article 1 (Purpose)

These TOU provide for the terms and conditions for the use of the Services and the respective rights and obligations, etc. between the Company and the User concerning thereto, and shall constitute part of the agreement concerning the use of the Services as entered into between the Company and the User (hereinafter referred to as the “Agreement”).
When using the Services, the User shall, in addition to these TOU, comply with relevant ancillary rules and conditions collateral to these TOU (if any), and such ancillary rules and conditions shall also constitute part of these TOU (these TOU and such ancillary rules and conditions are hereinafter collectively referred to as “these TOU, Etc.”).
If there is any discrepancy between these TOU and above-mentioned ancillary rules and conditions, the ancillary rules and conditions shall prevail.

Article 2 (Content of these TOU, Etc.)

The User shall have the right to use the Services in accordance with these TOU, Etc. on a non-exclusive, non-sublicensable and non-assignable basis, but only during the prescribed use period of the Services.
Upon the Company notifying the User in advance of any modification of these TOU, Etc., if the User continues to use any of the Services after receiving such notification, the User shall be regarded as having consented to such modification and, thereafter, these TOU, Etc. as modified shall be applicable between the Company and the User.

Article 3 (Use of Services)

A party desiring to use the Services (hereinafter referred to as a “Prospective User”) may apply for registration as a User to the Company by consenting to compliance with these TOU, Etc. and providing the Company with certain information required by the Company (hereinafter referred to as the “Information for Registration”) in a manner designated by the Company.
Upon receiving such an application, the Company shall consider whether or not to register the Prospective User as a user of the Services in accordance with the relevant criteria established by the Company and, if it accepted to register the Prospective User as a user of the Services, notify the Prospective User thereof. An Agreement shall be established between the Company and the Prospective User upon such notification (by which the Prospective User becomes the User).
After an Agreement is established between the Company and the User based on the preceding Paragraph, the User may use the Services in accordance with these TOU, Etc.
If a Prospective User falls under any of the following Items, the Company may refuse to register the Prospective User as a user of the Services and shall not be obligated to disclose the reason of the refusal:
1. There is any false statement, error or omission in the Information for Registration provided to the Company;
2. The Prospective User is a minor or otherwise does not have the requisite legal capacity and/or authority, and such Prospective User’s application for registration as user of the Services is filed without the consent of the legal representative or guardian;
3. The Prospective User is a person or entity that the Company judges is an “Anti-social Force, Etc.” (which means a Boryokudan (organized crime group), member of a Boryokudan, right-wing organization, anti-social force or any equivalent thereto; the same, below), or has any exchange or other relationship with an Anti-social Force, Etc. including but not limited to cooperation for or involvement with the maintenance, operation or management of an Anti-social Force, Etc. through provision of funds, etc.;
4. The Prospective User is a person or entity that the Company judges is a party who has previously violated the terms of use, etc. of the Company, or a party related to such a violating party; or
5. The Company judges otherwise that it is inappropriate to register the Prospective User as a user of the Services.

Article 4 (Prohibited Matters)

In using the Services, the User shall not perform any of the conduct listed below. If the Company becomes aware that the User has performed any of the following conduct, it may suspend the use of the Services by the User, terminate the Agreement with the User pursuant to Article 11, Paragraph 2 hereof, and/or take any other appropriate measures.
1. Conduct to, via the Services, send any computer virus or other hazardous program or send any advertisement, harassment mail causing aversion to the receiving party or the like without the permission by the receiving party;
2. Conduct to violate the public order and standards of decency, or otherwise to trouble the Company, another user of the Services or other third party;
3. Conduct to damage the honor or credibility of the Company, another user of the Services or other third party;
4. Conduct to infringe on any copyright or other right of or damage any other property belonging to the Company, another user of the Services or other third party;
5. Conduct to, without the Company’s prior written approval, lend, assign or create a security interest on the User’s status in the Agreement or all or part of the User’s rights and obligations thereunder;
6. Conduct to develop or produce any services similar or to or imitating the Services;
7. Conduct to alter, reproduce or delete any content of the Services;
8. Conduct to have a third party use the Services or falsely impersonate a third party; and
9. Conduct to interfere with the functioning of a third party’s equipment, etc. or the Services-related equipment, etc.
The Company shall not be liable for any damages incurred by the User or a third party due to the Company suspending such User’s use of the Services, or any action or inaction taken or otherwise based on the preceding Paragraph.

Article 5 (Information for Registration)

If there occurs any change in the Information for Registration or other information provided by the User to the Company, the User shall promptly request the Company to reflect the change on the User-related information held by the Company. If the User neglects to perform such procedure for reflection of change and, accordingly, any notice by the Company does not reach the User, such notice shall be regarded as having reached the User at the time when it would have reached the User if the User had performed the above-mentioned procedure for reflection of change.
The Company shall not be liable for any inconvenience or hindrance with the use of the Services by the User due to any incompletion or error in the Information for Registration.

Article 6 (Usage Fee and Manner of Payment)

The usage fee for the Services, as payable by the User to the Company, shall be a monthly usage fee the amount of which shall be separately specified by the Company. The Company shall invoice the monthly usage fee for each month with the cut-off date being the last day of each month. The User shall pay the invoiced monthly usage fee for each month by the end of the subsequent month, in a Company-designated manner. In the case of payment by transfer into a bank account, the transfer charge shall be borne by the User.
If the Company revises the method for calculation of the monthly usage fee of the Services, it shall notify the User of the new calculation method not later than one (1) month prior to the date when the first invoice under the new calculation method may be issued in accordance with Paragraph 1 of this Article.
Even if there occur any circumstances causing the stoppage, suspension, etc. of the Services and the Services becomes unavailable during a month, the User shall not be entitled to claim the refund of a monthly usage fee already paid, etc. because of such unavailability, and shall pay the monthly usage fee invoiced by the Company.

Article 7 (Duration)

The use period of the Services shall be one (1) year counting from the date of registration as user of the Services or the date of change of user plan; provided, however, that unless the Company or the User notifies the other party in writing of the intention to terminate the User’s use of the Services not later than fifteen (15) days prior to the expiration of the above-specified use period, the use period shall be automatically extended by one (1) year counting from the date immediately following the day of expiration of the original use period, and the same shall apply thereafter.

Article 8 (Disclaimer, Warranty, etc.)

In any of the following cases, the Company may, without the User’s approval, temporarily stop or suspend the provision of all or part of the Services. In such an event, even if the User or a third party directly or indirectly suffers any damage or inconvenience caused thereto, the Company shall not be liable to compensate for such damage or inconvenience.
1. Maintenance or update to the system used for provision of the Services, or the Company judges otherwise that such stoppage or suspension is necessary in the case of an emergency;
2. Where the provision of the Services becomes difficult due to an act of God, fire, power failure or other force majeure event;
3. Where the provision of the Services is difficult due to any other unexpected cause; and
4. Where the Company otherwise considers that such stoppage or suspension of provision of the Services is necessary.
The Company makes no guarantee whatsoever that there will be no discrepancy, error or other bugs in the Services, or that provision of the Services will be uninterrupted, nor guarantee the reliability, accuracy, completeness or usefulness of the Services.
The User represents and warrants to the Company that it has all legal rights to the website, software and all other services, etc. that it operates or manages, and none of such websites, etc. infringe on any right of a third party.
The Company shall not be liable to the User or any third party whatsoever for any direct or indirect damage, loss, etc. that the User or the third party may incur in connection to using the Services or using, relying on or referring to programs, software, etc. which the User will develop in relation to the Services.
The Company shall not be liable whatsoever with respect to any transactions, contacts, disputes, etc. occurring between the User and another user of the Services or a third party in relation to the Services.

Article 9 (Proprietary Rights)

Any and all copyrights (including such rights as are provided for in Articles 27 and 28 of the Copyright Act of Japan), patent rights, other intellectual property rights and other rights concerning the Company’s websites, Services and software related to the Services and all data, materials, etc. collateral to the foregoing, shall remain the sole property of the Company or those third parties having given licenses thereon to the Company.
Any and all copyrights (including such rights as are provided for in Articles 27 and 28 of the Copyright Act of Japan), patent rights, other intellectual property rights and other rights concerning programs, software, etc. newly developed by the User in relation to the Services shall vest in the User, but except for those parts which originally vested in the Company or other third parties (including without limitation those parts developed using the Services) and only to the extent these can be clearly distinguishable from such parts vesting in the Company or other third parties.

Article 10 (Indemnification)

If the User causes damage to the Company, another user of the Services or other third party through use of the Services, the User shall indemnify the Company, such other user or the third party for the damage incurred thereto, at the sole expense and responsibility of the User.
If the User causes damage to the Company or a third party by any violation of the Agreement, the　 User shall indemnify the Company or such third party for the damage incurred thereto, at the sole expense and responsibility of the User. In addition, any and all claims, disputes, etc. which may occur between the User and third parties in relation to the use of the Services shall be dealt with and resolved between the User and such third parties, with respect to which the User shall hold harmless the Company.

Article 11 (Termination)

At any time before the expiration of the use period, the Company or the User may terminate the Agreement by giving a written notice of termination to the other party not later the fifteenth (15th) day of any month, with termination to become effective as of the last day of such month.
If the User falls under any of the following items, the Company may immediately terminate the Agreement without prior notice, and end the provision of the Services to the User. In such a case, the User shall still be obligated to pay the full monthly fee for the month of termination.
1. The User violates the Agreement;
2. All or part of the Information for Registration provided by the User to the Company is false or erroneous;
3. The User defaults on payment of the monthly usage fee;
4. The User suspends payment, or an application for provisional attachment, attachment or auction or application for commencement of the proceeding of bankruptcy, civil rehabilitation, corporate reorganization or special liquidation is filed by or against the User;
5. The User is subjected to a disposition of the suspension of transactions with banks by a clearing house;
6. The User is subjected to a disposition for collection of tax or public dues in arrears;
7. There occurs any significant change in the User’s credit or, with the User, there occurs any other material event making the continuation of the Agreement difficult;
8. The User performs or threatens to perform any conduct prohibited in Article 4, Paragraph 1 hereof;
9. The Company judges the User’s use of the Services to be inappropriate;
10. The User conducts any significant breach of trust against the Company, or
11. There occurs any event equivalent to any of the foregoing.
Even if the Agreement is terminated, any monthly use fee already paid by the User to the Company shall not be refunded.
If the Agreement comes to an end, whether by expiration, termination or by any other reason, all rights granted to the User to use the Services shall cease immediately and the User shall immediately discontinue the use thereof. In addition, the User shall immediately return to the Company any and all software, data, materials provided by the Company in relation to the Services, or delete or destroy thereto in accordance with the Company’s directions and at the expense and responsibility of the User.

Article 12 (Confidentiality)

Even after the termination of use of the Services, the Company or the User shall not, without the prior written approval of the other party, disclose or divulge to any third party, or use for any purpose other than that of the Agreement, any of the other party’s technical information, customer information or other business information useful for the business activities having been disclosed to the other party under the Agreement, except for the following information:

Information already in possession of the receiving party as of the time of the disclosure;
Information already public-known as of the time of the disclosure;
Information having become public-known or come into the public domain after the disclosure not due to any reason attributable to the receiving party; and
Information which the receiving party legally and appropriately obtains from a third party having the right to disclose the information, without owing the obligation for confidentiality.

Article 13 (Obligation concerning Renewal, etc.)

If the Company requests the User to rewrite programs, software, etc. in relation to the renewal of items provided in the Services, the User shall follow such request.
If any disputes, damage, etc. directly or indirectly occur because the User fails to adhere to the Company’s requests for renewal referred to in the preceding Paragraph or otherwise fails to rewrite the relevant programs, software, etc., the Company shall not be liable for such disputes, damage, etc. whatsoever.

Article 14 (Discontinuance. etc. of Services)

The Company may, at any time, discontinue, suspend or stop the provision of all or part of the Services at its discretion, without giving prior notice to the User.
The Company shall not be liable whatsoever for any damage, etc. incurred by the User or third parties due to the discontinuance, etc. of provision of the Services provided for in the preceding Paragraph.

Article 15 (Surviving Clauses)

Article 4, Paragraph 2 of Article 5, Articles 8, 9 and 10, Paragraphs 3 and 4 of Article 11, Article 12, Paragraph 2 of Article 13, Paragraph 2 of Article 14, this Article and Articles 17 and 18 shall survive the termination of use of the Services by the User.

Article 16 (Assignment of Status Herein, etc.)

The User may not assign, transfer or create a security interest on its status herein or all or part of its rights and obligations hereunder to or for any third party, without the Company’s prior written approval.
In the case where the Company transfers its business concerning the Services to a third party, it may, in accompaniment with such transfer, assign and transfer its status herein and rights and obligations hereunder, User’s Information for Registration, information of other users of the Services and so on to the transferee, to which the User hereby approves. The transfer of business provided for in this Paragraph shall include any cases where the Company’s business is assigned, including but not limited to the company split.

Article 17 (Governing Law and Jurisdiction)

The Agreement shall be construed in accordance with the laws of Japan.
Any and all disputes related to the Agreement shall be subject to the exclusive jurisdiction as first instance of the Tokyo District Court.

Article 18 (Solution through Faithful Consultation)

With respect to disputes concerning the Agreement occurring between the Company and the User, both parties shall endeavor to solve them through their mutual consultation in good faith.

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Last Updated at December 1, 2018 by Authlete Inc.

Term of Use of Service