Article 1 Application of the Code

1. The User cannot use the Services unless the User gives valid and irrevocable consent to the terms and conditions of the TOU.

Article 2 Amendment of the TOU

1. The Company may reserve the right to amend (including additions and deletions; the same shall apply hereinafter) the TOU and other notes without prior notice to the User.
2. The amended TOU and notes shall become effective from the time it is posted at a location the Company sees fit within the website operated by the Company and the User shall be deemed to have given valid and irrevocable consent to the amended TOU by using the Services after such amendment of the TOU.

Article 3 Commencement of Use of the Services

1. Those who want to use the Services (hereinafter referred to as the "Applicant For Registration") shall consent to the TOU and register for the use of the Services in accordance with the procedures set forth at the website publicly available for the Services.
2. In the event of the registration by the Applicant For Registration, the use of the Services shall commence at the time when such application successfully completes by the Company’s acceptance. Such date shall be the first date of the term for use of the Services.
3. The Company may not accept the application for registration at its sole discretion in any of the following events:
   (1) Application by the Applicant For Registration does not conform to the procedures specified by the Company;
   (2) When the Applicant for Registration was in the past subject to termination of the TOU or other agreements etc. with the Company due to the Applicant’s breach;
   (3) In the event the Company judges that the Applicant For Registration has registered by using improper means;
   (4) When the Applicant For Registration has entered personal information other than himself/herself; or
   (5) In the event the Company judges registration inappropriate otherwise.

Article 4 Term for Use of the Services

1. The term of use of the Service is valid from the date you start using the Service until the time you terminate or cancel the use of the Service in accordance with Article 5, or until the end of the term specified by the Company at the time you start using the Service.
2. The User may renew the term of use of the Service by paying the prescribed consideration in accordance with the procedures specified by the Company. The period of use of the Service after renewal shall be the period for which the User has paid the consideration for the Service.

Article 5 Termination of Use of The Services

1. The User may terminate use of the The Services at any time by submitting request for termination to the Company and close its accounts for the Services in accordance with the procedure prescribed by the Company.
2. In the event of breach by the User of any provisions of the TOU, the Company may terminate provision of the Services immediately without notice or request for cure to the User.
3. Upon termination of the Services, the Company shall not be obliged to continue to provide the Services nor to keep the information the User entered when the User used the Services.
4. Upon termination of the Services, the User shall immediately destroy all the software and reproductions relating to the Services it has acquired in relation to use of the Services.
5. If the User does not use the Services for more than six months or if the Company cannot confirm the User’s intention for continued use of the Services, the Company may terminate the provision of the Services without notifying or request to cure to the User.

Article 6 Temporary Suspension of the Services

1. The Company may temporarily suspend the operation of the Services without prior notice to the User in the event of any of the followings:
   (1) The Services Maintenance or Change of Specifications;
   (2) The Services cannot be operated due to occurrence or likelihood of occurrence of an act of God or any other extraordinary situation; or
   (3) The Company judges that temporary suspension of operations of the Services is required due to unavoidable circumstances.
2. In no event shall the Company be liable for unavailability of the Services by the User due to temporary suspension of operations of the Services set forth in the preceding paragraph.

Article 7 Fees for Services

1. Services are available by purchasing a right to use the Service for a certain period (hereinafter referred to as "subscription"). Subscriber agrees to pay a usage fee (hereinafter referred to as the "Fee") estimated based on the term (monthly or annual) and subscription quantity selected at the time of subscription purchase. Based on the billing information you provide to us at the time of purchase, we will calculate the taxes you owe. The user is responsible for all charges (data charges, exchange fees, etc.) related to the use of the purchased services.
2. Unless otherwise specified in these Terms and Conditions or at the time of quotation, fees are quoted and paid in Japanese Yen or U.S. dollars.
3. Fees are based on the purchase of services and not on actual usage. Even if a user is unable to use the service in accordance with the provisions of Article 6 (Temporary Suspension of the Service), the user will not be refunded the fee for the period of inactivity.
4. Subscriber may change the subscription quantity of the Services while using the Services. If the Subscriber changes the subscription quantity for a service, the Subscriber will be immediately billed for the prorated amount of the remaining subscription term in effect at the time of the change. However, if the prorated claim amount is less than zero, the negative amount will be carried over and offset on the next and subsequent claims. No refunds shall be made if no billing occurs for the following month (e.g., account termination or cancellation of services).
5. However, if the Company offers a special period and fee for the user's use of the service, the Company agrees that the fee will remain unchanged during that period. After the end of the offer period, service use will be billed at the then-current rate. If the user does not agree to these changes, the user must stop using the service and request cancellation of the service. In the event of cancellation, services will be terminated upon completion of the cancellation procedure, and no refunds will be made for fees paid prior to that time.
6. When a user changes the subscription quantity for services, the user may not specify a subscription quantity that is less than the number of PCs currently registered.

Article 8 Billing/Payments

1. If you choose to pay for services, you must provide us with current, complete, accurate and legitimate payment information (e.g. credit card information).
2. You authorize us to bill you for the Services using the payment method you provide.
3. Our billing shall be periodic payments. Subscription billing for services depends on the period (monthly or annual) specified by the user at the time of subscription purchase.
4. Unless the Subscriber cancels or terminates the services, the subscription will automatically renew at the then-current price and term (monthly or yearly). The Subscriber will be billed for the subscription renewal on the first day of the subscription period renewal.
5. Continued payment by subscription can be stopped by the user cancelling the service or terminating the service.
6. To the extent that we have not received payment from the Subscriber, we may bill both the past due and current amounts due at the same time.
7. If a Subscriber is delinquent in the payment of a charge, the Company may suspend the Subscriber's service until such debt is paid in full. We shall not exercise our right to suspend service if the Subscriber is cooperating reasonably and in good faith to resolve the applicable charges.
8. If the user and the Company enter into a separate agreement regarding fees and payment for services upon mutual agreement, the details stipulated in the separate agreement shall take precedence, regardless of the aforementioned items in Article 7 (Fees for Services) and Article 8 (Billing/Payments).

Article 9 Account Management

1. The User who has registered shall, at its own responsibility, voluntarily update and manage the information the User entered at the time of registration and use of the Services (including e-mail addresses, passwords, etc.; hereinafter referred to as the "Registered Information"). The User shall not allow any third party to use, rent or assign to, change the registration name of, sell such information.
2. The User may, by creating accounts for Joint User (defined below) in accordance with the procedure prescribed by the Company, allow third party(ies) to use the Services jointly with the User (hereinafter referred to as the "Joint User") within the limits of the applicable terms and conditions of the Services. The User shall explain the terms and conditions of the TOU to the Joint User and obtain its consent, and shall be solely responsible for any and all acts of the Joint User in relation to account management and use of the Services.
3. Notwithstanding the preceding paragraph, when the Services is used in relation to a certain Registered Information, the Company shall be entitled to deem that such use is by the User of such Registered Information. Accordingly, the User shall assume any and all responsibility arising out of or in relation to such use.
4. The User shall defend and indemnify the Company or any third party from and against any damages arising out of or in relation to any use in relation to his/her Registered Information including unauthorized use thereof.
5. The User shall, at its own responsibility, manage the Registered Information. In no even shall the Company be responsible for any and all damages caused to the User due to inaccurate or false Registered Information.
6. In the event that the User becomes aware that the Registered Information is stolen or used by unauthorized third party, the User shall immediately so notify the Company and comply with the Company’s instruction.

Article 10 Handling of Data, etc.

1. The Company shall not acquire any right concerning the data and information entered and stored in the Services by the User and/or the Joint User (hereinafter referred to as the "Input Data") except to the extent granted by the User in accordance with the TOU.
2. The Company may, at its discretion, back up or not back up whole or part of the Input Data and the operating logging data generated from time to time when the Services are used (hereinafter referred to as the "Logging Data") in preparation for recovery in the event of a server failure or suspension without obtaining the User's consent.
3. Upon termination of the Services, the Company may delete the Input Data and Logging Data. The Company shall not be liable for any damage incurred by User or any third party in connection with the storage, deletion, or backup of data.

Article 11 Changes, Additions and Discontinuations of Services, etc.

1. The Company may change or add whole or part of the Services without prior notice to the User.
2. The Company may, at its discretion, discontinue the provision or operation of the Services, in whole or in part. In that event, the Company shall so notify the User in such manner as the Company deems appropriate; provided, however, that in the event of an emergency, notification to the User may not be made.
3. In no event shall the Company be responsible for any damage the User may incur due to any change, addition, or discontinuation of the Services as set forth in the preceding paragraph.

Article 12 Handling of Personal Information, etc.

1. The Company shall handle personal information and the User information appropriately in accordance with the Personal Information Protection Policy separately set forth by the Company.
2. The Company will obtain and retain personal information of the User and others to the extent necessary for the Company to smoothly provide the Services.
3. The Company shall use the acquired personal information for the following purposes or to the extent necessary for the achievement of such purposes:
   (1) For the purpose of providing, maintaining, protecting and improving the Services including acceptance of registrations for the Services, identification of Applicant For Registration and notification of the Company’s acknowledgement of change of registered information etc. by the User;
   (2) For the purpose of notifying information on the content of the Services, revision of the TOU, update information and events and campaigns, etc.;
   (3) For the purpose of introduction of the Services and responding inquiries;
   (4) For the purpose of generating statistical data on the use of the Services; and
   (5) For other marketing purposes.

Article 13 Intellectual Property

1. Copyrights and other intellectual property rights related to the Services belong to the Company, and the Services is protected by Japanese copyright laws and other related laws. Except as otherwise provided in the TOU or as otherwise prohibition is expressly restricted by law, the User may not reproduce, adapt, transmit (including make transmittable), modify, reverse engineer (decompile, disassemble or otherwise analyze internal structures not known to the public) the software and content provided in the Services (hereinafter referred to as the "Software").
2. Copyright in the related material such as documents, etc. provided with the Services (hereinafter referred to as the "Related Material") and the sample code belong to the Company and the Related Material are protected by Japanese copyright laws and other related laws.
3. Copyrights in the Application Software supplied with the Services belong to the Company is protected by Japanese copyright laws and other related laws.

Article 14 User Prohibitions

1. 1. The User shall not engage in the following activities with regard to the use of the Services:
   (1) Any act of using the Services provided by the Company for unlawful purposes;
   (2) Any act that infringes the copyrights, portrait rights, or other intellectual property rights of the The Company or any third party;
   (3) Any act that discriminates, blames, threatens, or infringes the privacy or violates human rights of a the Company or any third party;
   (4) Any act that causes economic damage to the Company or a third party;
   (5) Any act that defames or damages the reputation or credibility of the Company;
   (6) Any act that interferes with the operation of the Services;
   (7) Any act that uses or induces the use of computer viruses or harmful programs;
   (8) Any act of attacking the servers, systems and security of the website used for the Services;
   (9) Any act that violates or are likely to violate applicable laws, ordinances or public policy;
   (10) Any act that one User registers more than one registration; and
   (11) Any act that the Company deems inappropriate.
2. User shall defend and indemnify the Company from and against any and all legal liability for any loss, cost, compensation, or claim of any third party arising out of or in connection with the breach of the preceding paragraph, and shall not cause any damage to the Company or any third party.
3. In the event the Company judges at its discretion that the User did not or does not complied with any of the provisions of the preceding two clauses, the Company may take such measures as it deems appropriate including deletion of any or all of the information related to the Services to the User or suspension of use of the Services or termination of the TOU without prior notice to the User.

Article 15 Indemnification of The Company

1. In no event shall the Company be liable for any damage suffered by the User through the use of the Services.
2. In no event shall the Company be liable for any damage to hardware devices or data due to the use of the Services.
3. THE COMPANY MAKES NO WARRANTY THAT THE SERVICES FITS THE PARTICULAR PURPOSE OF THE USER, THAT IT MEETS THE EXPECTED FUNCTIONS, PRODUCT VALUES, ACCURACY, AND USEFULNESS, THAT THE USE OF THE SERVICES BY THE USER CONFORMS TO THE APPLICABLE LAWS, REGULATIONS, OR INTERNAL REGULATIONS OF THE TRADE ASSOCIATION APPLICABLE TO THE USER, AND THAT ANY MALFUNCTION WILL NOT OCCUR.
4. The Company shall not guarantee that the Services supports all IT devices and equipment, and User shall acknowledge in advance that it is possible that the Services may not function appropriately due to the version up and/or upgrade of the OS of the IT devices and equipment the User uses for the Services. The Company shall not guarantee that such situation will be remedied by modification of programs etc. by the Company.
5. In no event shall the Company be liable for any damage directly or indirectly caused to the User by using the Services.
6. In no event shall the Company be liable for any loss of opportunity, interruption of business, or any other damage (including indirect damage and lost profits) incurred by the User and any third party.
7. The provisions of paragraph 1 through the preceding paragraph shall not apply to cases where there is intent or gross negligence on the part of the Company or where the User falls within the category of consumers under the Consumer Contract Act.
8. Even the cases where the preceding paragraph applies to, the Company shall not be liable to compensate for any special damage caused to the User due to negligence (excluding gross negligence).
9. Notwithstanding any provisions of the TOU, should the Company be liable for damage in connection with the use of the Services, the amount of damage the Company shall assume shall not exceed the amount of compensation received from the User in the month, in which such damage occurs.
10. In no event shall the Company be responsible for any dispute or trouble between the User and any other user. In the event of any such trouble, both parties shall be responsible for resolving such problem, and no claim shall be made to the Company.
11. In the event that the User causes damage to other user in connection with the use of the Services or causes a dispute or trouble with a third party, it shall compensate for such damage or settle such dispute at its own expense and liability, and shall cause no inconvenience or damage to the Company.
12. In the event a claim for damages is made by a third party against the Company arising out of or in relation to any User’s act, the User shall settle such claim at its own expense and responsibility. The User shall indemnify the Company against any damages, costs and expenses (including attorney's fees and lost profits).
13. In the event the User causes any damage to the Company in connection with the use of the Services, the User shall indemnify the Company against the damage (including legal expenses and attorney fees).

Article 16 Severability

If any provision or any part of the TOU is held invalid or unenforceable under the Consumer Contract Act or any other law or regulation, the remaining provisions of the TOU shall continue in full force and effect.

Article 17 Communication

Contact or inquiry to the Company from the User for the Services shall be made by sending the inquiry form to be prepared by the Company and available at appropriate location of the website for the Services operated by the Company or by the method separately designated by The Company.

Article 18 Governing Law and Jurisdiction

The TOU shall be governed by and construed in accordance with the laws of Japan, and any dispute, litigation in relating to the TOU shall be submitted to the Tokyo District Court or the Tokyo Summary Court, which have the exclusive jurisdiction over the subject matter of the Agreement.