Thank you for using Jicoo. These Terms of Service (the “Terms”) describe the matters that require all users to agree to regarding use of “Jicoo” (the “Service” as defined in Article 2) provided by Jicoo Inc (“we” or “us”). The Terms govern use of the Service and apply to all users who have completed the registrations. Before using the Service, please read the Terms carefully.
Article 1 (Application of the Terms)
- The Terms apply to any and all relationships regarding use of the Service between us and any person who enters into or who intends to enter into the agreement (the “Agreement”) relating to use of the Service (the “Contractor”) or any user who is separately designated by the Contractor as a person who uses the Service (the “Contractors” or “you” in conjunction with the Contractor). In addition, in the event that you are a minor, etc., you need to use the Service with the prior consent of your legal representative and the like.
- Your use of the Service is deemed to be your consent to the Terms, and the Terms apply to you upon such consent.
- In the event that we post individual or additional provisions regarding the Service on our Website or distribute them by e-mail or in other ways, those individual or additional provisions also consist of the part of the Terms of Service. When the individual or additional provisions conflict with the Terms, such individual or additional provisions prevail. The Terms also include such as rules, cautionary points, and posting standards, (collectively the “Terms, etc.”) that are separately presented by us to you relating to the operation of the Service, and you need to comply with the Terms, etc. We can amend the Terms, etc. from time to time at our discretion.
Article 2 (Definitions)
- “Jicoo” (the “Service”) is a service provided by software for the purpose of streamlining, simplifying and optimizing meetings by providing online scheduling and other features through collaboration with various external services on our Internet site (the “our Website”).
- “Applicant” for registration means a person who wishes to use the Service.
- As “plan” to use the Service, we have (1) free plan and (2) paid plan and the details of which are as follows:
- Free Plan: This service allows users to use some features in the Service as specified by us for free. Registered users to free plan can upgrade to paid plan by applying in a predetermined manner.
- Paid plan: This service allows users to use all features of the Service for a fee.
- “Contractor” means any corporation, organization, or individual who has entered into the Agreement with us upon approval to the Terms.
- “User” means a person who has been allowed by the Contractor to use the Service in accordance with the Terms.
- “Invitee” means a person who coordinate schedules with you through the Service.
- “External services” means Google, Microsoft, Zoom and other business-related services prescribed by us, that are services with features, including, but not limited to, verification of the Contractor, calendars, web conference systems, and disclosure of the contents within external social networks, and are used for implementing the Service.
- “External service provider” means a provider of the external services.
- “Our Website” is a website that has its domain of “https://www.jicoo.com/” regarding the Service that we operates (including the domain after any change if the domain or content of our Website have changed for whatever reasons).
- “Intellectual Property Rights” mean copyrights (including rights under Articles 27 and 28 of the Copyright Law), patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the rights to acquire those rights or to apply for registration and the like of those rights).
Article 3 (Use of the Service)
- Applicant can apply for registration through our Website with choosing the plan for the Service set forth separately, by agreeing to comply with the Terms and by providing us the registration information in the manner prescribed by us (including, without limitation, the provisions of Article 10). It is necessary to provide true and accurate information for the registration.
- After your registration has been completed, you can use the Service in accordance with the selected plan from the date when the account registration has been completed upon your payment of use fee in exchange for use of the Service that we set forth separately and displayed on our website in a manner prescribed by us. In the event of changing the Plan, you are required to make an application in the manner separately set forth by us, and such change will be approved upon the notice of our acceptance.
- In the event you, if you choose a paid plan, has delayed the payment of the use fee, you are required to pay to us a delinquency charge at the rate of 14.6% per annum.
- We reserve the right to change use fee without your prior consent and the revised fee will be applied at the time of renewal of the Agreement (not retroactively applied).
- In the event of any change in use fee as set forth in the preceding clause, we promptly notify you.
- We notify due date for payment of use fee and method of payment, etc. by separately in the Table of Fees or otherwise online or through e-mail.
- Fees required for your payment, such as transfer fees paid to financial institutions are borne by you.
- We provide the Service in accordance with the information for registration registered by the applicant him/herself, and we are not responsible for any damages incurred by you due to any false, error or omission in the contents of the registered information unless there is our willful misconduct or gross negligence.
- We may refuse registration if a person who has applied for registration in accordance with Paragraph 1 falls under any of the following conditions:
(1) In the event of a false, clerical error or omission in all or part of the registration information provided to us
(2) In the event that an Applicant was, or is currently, subject to suspension of use of the Service, such as deletion of login ID.
(3) Other cases in which we have determined that the registration is inappropriate.
- We provide the services pertaining to use of the Service in accordance with the Terms, and you need to faithfully fulfill the obligations set forth in the Terms. The details on the content and features of the Service are displayed separately on the screen of the terminal on which the Service is provided (“Terminal screen”).
- You pay the amount displayed on the Terminal screen (“use fee”) in a manner stipulated by us as compensation for use of paid features. In the event of termination or cancellation for any reason whatsoever, we will not refund any use fee already paid unless we are willful or grossly negligent, and you need to pay us your use fee for the term of the Agreement regardless of the date of termination or cancellation.
- We can entrust the provision of the Service, in whole or in part, to a third party, and you accept such entrustment.
- You pay the use fee in accordance with the instructions on the Service, and we do not issue a receipt for the use fee in principle.
- You sign in to the Service with using email addresses, passwords and Gmail, G suite or Microsoft accounts in order to receive the Service.
- You are required to appropriately manage and store passwords and user IDs related to the preceding account and the Service at their own responsibilities, and you cannot allow anyone else to use them, or cannot lease, transfer, buy or sell them, or change its’ title.
- When we confirm the match of the relevant login ID and passwords, we deem that the registered Contractors use the Service as a holder of the relevant login ID and passwords. In the event you notice that their login ID or password has been stolen or used by others, you immediately notify us accordingly, and accept without objection that you are liable for damages caused by inadequate control of the login ID or password, errors in use, or use by others in accordance with instructions from us, and that we are not liable for any such damages.
- In the event of any change in the registration information, you notify us of such change in the manner determined by us within 14 days and submit the materials requested by us. If the notice from us fails to arrive due to failure to do so, the notice is deemed to have arrived at the time when it should normally arrive, and therefore we are not liable for any damages incurred by you or your invitee.
Article 4 (Acquisition of information from external service)
When you enter the information such as an ID that can be used in an external service provided by a third party (external service provider) on the Service, we can acquire your information from the external service and update, edit, add or delete them related to such external service, and you accept it in advance.
Article 5 (handling of personal information, etc.)
- We can use, at our discretion, the registration information, terminal information, and other information and its data provided by you for the purpose of providing, operating, improving the Service, and utilize or disclose such information as statistical material in a manner that does not identify an individual, and you agree in advance.
- We may obtain information regarding use of the Service from you or request you to give us feedback about the Service. You agree that the contents of such information or feedback are used by us during the term of the Agreement and after the termination of the Agreement. The use of such information or feedback is limited to the purpose for the operation, improvement or promotion of the Service or development of new services.
- Unless otherwise requested by you, we can disclose name of your company to the public as an introducing company of the Service, and you grant us to use the logo and trademark, and the like for free of charge to the extent necessary to disclose the case.
Article 6 (Responsibilities and Roles)
- You, at your own responsibility and expense, prepare the hardware, network, the environment and other equipment recommended by us necessary to use the Service pursuant to the Terms.
- You endeavor to handle or respond in accordance with the scheduled appointments set up with your invitee.
- You ensure that the possible date and time disclosed to your invitee pursuant to the provisions of the preceding paragraph is the same as your actual schedule at the time of reservation.
Article 7 (Basic Compliance, etc.)
- You do not engage in any conduct that damages our confidence, such as treating a invitee less favorably than others.
- In the event of the receipt of any complaint (including, but not limited to, complaints relating to you) from the invitee or any other third party regarding the results of scheduled appointment through the Service, you handle and respond to such complaints in good faith. In addition, the same applies to the case where invitees’ complaints are reported through us.
- In the event of any disputes between you and your invitee or any other party in connection with scheduling through the Service, you at your all responsibility and expense, take good faith and reasonable measures against such other party to resolve the dispute and indemnify us from any dispute with your invitee except in the case of our willful misconduct or gross negligence. The provisions of this clause will not prevent us from responding to other party on your behalf if we deem necessary. When we act on your behalf, we can charge you the expenses required for the response.
- In the event you are unable to handle or respond to scheduled appointment through the Service due to any change of your schedule or any other reason, you immediately notify your invitee of the change, cancellation, etc., at your own responsibility and expense.
- We are not involved in any trouble between you and your invitee due to invitee’s not appearing at the date and time when the appointment was set up through the Service without any prior communication, and we are not liable for any damages incurred by you. When you claim for damages against the invitee, you do so at your own responsibility and expense.
Article 8 (Prohibitions)
- You acknowledge that the management, operation, and editing authority of the Services lie with us and agree not to engage any of the following acts with regard to use of the Services. In addition, we reasonably determine whether or not your actions fall under the following items, and you do not raise any objection to our determination.
(1) Acts to report false matters to us;
(2) Acts to violate or encourage or threaten to violate any laws and regulations, judgments, rulings or orders of the courts, or regally-binding administrative measures;
(3) Acts that lead to or may lead to crime;
(4) Acts contrary to public order and morality;
(5) Acts that may cause mistakes in our judgment;
(6) Acts to infringe on rights (including the Intellectual Property Rights) or the privacy of, or to do harm including defamation, to us or our entrustees (including employees of entrustees) or other parties such as other Contractors, or acts to likely to do such;
(7) Acts that discriminate against or slander us or any other parties;
(8) Acts that damage the confidence of us or third parties;
(9) Acts that place excessive burdens on reverse engineering, the network or systems and the like of the Service, unauthorized access to the entire systems connected to the Service or the unauthorized rewrite or elimination the information accumulated in our facilities and other acts that harm us. Acts that transmit or post of computer viruses or programs harmful to our Website, and other actions that impede the operation and maintenance of our services (including, but not limited to, the Service) ;
(10) Acts that falsify information available in connection with the Service;
(11) Acts to use of other users’ login IDs or passwords, to use one user account by multiple people, or to make multiple registrations by the same corporation, organization, or person even though it is not necessary;
(12) Acts of leaking the specifications of the Service to other parties such as our competitors;
(13) Acts to make a registration with unrealistic content;
(14) Acts to pretend to be other user or other parties;
(15) Acts to use the Service in a manner other than as authorized by us or for any purpose other than as specified by us;
(16) Nuisance to us or a third party;
(17) Acts that directly or indirectly induce or facilitate acts set forth in the preceding items;
(18) Other actions that we deem inappropriate.
- You must not use the Service in order to accept a reservation that falls under any of the following items. In addition, we reasonably determine whether or not your actions fall under the followings, and you do not raise any objection to our determination.
(1) Reservations for services of which business content, business methods, etc., are judged to violate related laws and regulations;
(2) Reservations for services related to deceitful business;
(3) Reservations for services deemed to be extremely non-conforming from the viewpoint of the safety and security of you and your invitees;
(4) Reservations for services that are deemed likely to affirm and incite privacy breaches and discrimination;
(5) Reservation for services related to conceptual beliefs such as religious advertising;
(6) Reservation for services related to business model depends on multilevel marketing;
(7) Reservations for services based on sexual factors;
(8) Reservations for services with elements relating to “kai-un; better fortune” business that uses advertising slogan of better fortune
(9) Reservations for services deemed to have little scientific basis;
(10) Reservations for services deemed to be related to each of the above items or for services separately stipulated by us.
- When you fall under or are likely to fall, on our judgement, under any of the following items, we can, at our discretion, take any measures against you (including legal measures) necessary to prevent your action, such as suspension of your use of the Service, deletion your scheduled appointment and damage claim, without any notice or demand, or disclosure of the reason, and we are not liable for any damages incurred by you arising from such measures, unless we are willful or grossly negligent. In addition, you will not be relieved of any obligations and liabilities (including, but not limited to, indemnification obligations) to us and other parties under the Agreement even after the deletion of your Login ID.
(1) In the event of a breach of any of the provisions of the Terms
(2) In the event that any false matter is found with respect to all or part of the registration information provided to us.
(3) In the event your payment of use fee for the Service (including allied services; hereinafter the same apply in this Article) is delayed and such delay is not resolved within seven days from our invoice.
(4) In the event of your unauthorized use of the settlement method designated by us or allied partners or in the event where your settlement is suspended or invalidated by the settlement service company designated by allied partners in connection with the Service.
(5) In the event of suspension of payments or insolvency, or a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings, or similar proceedings
(6) In the event of significant declines in creditworthiness or significant changes in business that affect creditworthiness;
(7) In cases where the dissolution, or a corporate reorganization, such as a merger with other company, has been resolved
(8) In the event of death or judgement of commencement of guardianship, curatorship or assistance
(9) In the event that you were subject to or is currently subject to measures such as suspension of use of the Service
(10) When you have not sign in to the Service for one year or more or otherwise we deem necessary for operation and maintenance of the Service
(11) In the event we determine that there are other similar grounds as set forth in the preceding items.
Article 9 (Antisocial Forces)
- You represent and covenant that you do not and will not fall under the categories of an organized crime group, a member of any organized crime group, a person who ceased to be a member of any organized crime group within the past five (5) years, a quasi-member of an organized crime group, a company affiliated with any organized crime group, a corporate racketeer (sokaiya), a group engaging in criminal activities under the pretext of conducting social campaigns (shakai undo hyobo goro), or a crime group specialized in intellectual crimes, or any other person or group equivalent thereto (“OCGs”), and that you do not and will not fall under any of the following items.
- having a relationship with any organization of which management an OCGs is considered to be controlling or substantially involved in, or a relationship with any other person or group equivalent thereto;
- having a relationship which is considered to wrongfully use any OCGs for the purpose of improperly benefiting yourself or a third party or causing damages to third parties or for any other reason;
- having a relationship which is considered to be involved in any OCGs by providing funds, etc., thereto, offering facility therefor, or in any other way;
- You promise that you never conduct, by yourself or through the use of third parties, any of the following actions:
- demands with violence;
- unreasonable demands beyond the limits of legal liability;
- use of intimidating words or actions or use of violence in relation to transactions;
- actions to damage to the credit or obstruct business of other parties by spreading rumor, using fraudulent means or resorting to force;
- any other actions equivalent to above.
- We can reject your registration or terminate the Agreement without prior notice to you in the case where we determine that you fall under OCGs or any of the items of paragraph 1 thereof, where you conduct any action that falls under any of the items of the preceding paragraph, or where it is discovered that you had made a false declaration with respect to representation and covenant under the paragraph 1 thereof.
- We are not responsible for any damages incurred by you in the case that the Agreement is terminated pursuant to the preceding provision, and you acknowledge it in advance.
Article 10 (Entry of Contractors Information, etc.)
- In the event of any change of your information registered on the Service (including but not limited to you name, address or contact information) and any other information related thereof (the “Contractors information”), you need to make relevant changes of registration.
- When you submit the Contractors information via the Service (including the case where we submit such information in accordance with your instructions), you enter such information accurately by yourself pursuant to the Terms.
- We reserve the right to examine whether or not the Contractors information is in conformity with the Terms. You agree that in the event where the Contractors information is found to be contrary to the Terms, we may delete or change them if we deem necessary, or that you promptly respond to our request for deletion or change of such information.
- We will not be liable for any damages caused to you when we delete or change your Contractors information, or request you to do so pursuant to the preceding paragraph except in the case of our willful misconduct or gross negligence.
- You agree to bear the responsibilities and expense for any and all disputes and damages arising between you and your invitees or any other parties due to any breach of this article.
ARTICLE 11 (Amendments of the Service, etc.)
- We can amend or add (update) the contents of the Service, in whole or in part, without prior notice to you, as necessary.
- We are not liable for any damages incurred by you as a result of the measures taken by us under this article except in the case of our willful misconduct or gross negligence.
Article 12 (Change, Suspension or Abolishment of the Service)
- In the event of any of the followings, we can suspend the contents of the Service in whole or in part without prior notice to you. When any damage is caused to you or other party as a result thereof, we will not be liable for such damages.
(1) in the event of maintenance or inspection of the systems, etc., for the provision of the Service (including, but not limited to, Google Cloud Platform, Amazon Web Services, hardware, software or communication device or equipment) on a regular or urgent basis (including cases involving specification changes of the external services) ;
(2) When load is concentrated to the system due to excessive accesses or other unforeseen factors;
(3) When it becomes necessary to secure your security;
(4) In the case where the services of telecommunications carrier, Google or other services associated with the Service are not provided
(5) In the event that it becomes difficult or impossible to provide the Service due to an emergency such as an earthquake, fire, power outage, wind, flood, or natural disaster
(6) In the event it becomes difficult or impossible to provide the Service due to war, infectious disease, civil war, rebellion, riot, labor dispute and the like.
(7) In the event it becomes difficult or impossible to provide the Service due to failure of the systems for providing the Service, unauthorized access from other third parties, or the infection of computer viruses.
(8) In the event it becomes difficult or impossible to provide the Service due to measures pursuant to laws and regulations.
(9) In the event it becomes difficult or impossible to provide the Service due to the suspension or termination (including, but not limited to, suspension due to maintenance, specification change, or repair of defects) of the external services or the service of external services providers that we use to provide the Service.
(10) Other cases where we judge unavoidable.
- We can revise, add, change or abolish the Service, in whole or in part, without prior notice to you and even in the event of any damage to you or any other party arising therefrom, we will not be liable for such damage unless we are grossly negligent.
Article 13 (Ownership of Rights)
- All Intellectual Property Rights regarding each contents, including our Website, in the Service (the “Contents”) belong to us or the parson or entity who has granted the license to us, and your use of the Service does not constitute any license for you to use such Intellectual Property Rights of us or any parson or entity who has granted the license to us.
- Displaying our trademarks, logos, service marks, etc. (collectively “TMs.”) on the Service does not mean to transfer of the TMs, or grant any use other than as expressly set forth in the Terms to you or any other party.
- You cannot adapt, edit or modify the information, etc., provided by us, or disclose them to or made them available to any third party without obtaining our consent, and cannot engage in any act (including, without limitation, disassembly, decompilation, and reverse engineering) that may infringe upon the Intellectual Property Rights of us or any person or entity who has granted a license to us for any reason.
- You represent and warrant to us that you have the lawful right to register or transmit the registration information and your other Contractors information and that such information does not infringe the rights of any other parties.
Article 14 (Term, Termination, Damages, etc.)
- The term of the Agreement shall be as set forth on our Website. Provided, however, the Agreement shall be extended for successive one year on the same terms and conditions unless otherwise manifested by either of us or the Contractor no later than one month prior to the expiration date of the term of the Agreement, and the same shall apply thereafter.
- We and the Contractor can terminate the Agreement at any time during the term of the Agreement for any reason by giving one month’s notice in writing to the other party. In the event we otherwise stipulate the method of cancellation, the Contractor can terminate the Agreement in accordance with such method.
- Notwithstanding the preceding paragraph, we can immediately suspend your use of the Service, delete your Contractors Information, or terminate the Agreement if you or facilities, individuals, corporations or organizations related to you fall under, in addition to what is provided for in each item of Article 542 of the Civil Code (limited to the revision by the Act for Partial Revision of the Civil Code (Act No. 44 of 2017); the same shall apply hereinafter), any of the following items. In addition, the termination of the Agreement pursuant to this paragraph shall not be preclude from its exercise or validity in the case of any of the provisions of each item of Article 542 of the Civil Code or any of the following items even if there is any reason attribute to us, and Article 543 of the Civil Code shall not apply to the Terms.
(1) In the event of a violation of any of the provisions of the Terms;
(2) In the case where it damages our reputation;
(3) In the event where it is subject to attachment, provisional attachment, provisional disposition, or disposition for tax delinquency, or where it files or receives petition for bankruptcy, civil rehabilitation, special liquidation, or corporate reorganization;
(4) In the event of death or judgement of commencement of guardianship, curatorship or assistance;
(5) In the event any note or check is dishonored or in the event of insolvency;
(6) In the event where it has transferred the whole or a substantial part of the business to other party;
(7) In the event of a major change in the business environment due to a merger, company split and the like;
(8) When serious concerns about the financial condition arise
(9) In the event it has abolished its business or gone into liquidation procedures
(10) When it has done harm to us or committed an act which is likely to do harm to us
(11) In the event of verbally abuse or acts of violation against us or our entrustees (including the employees of the entrustees)
(12) When we reasonably determine that a problem or dispute with us has destroyed or threatened a relationship of trust with us
(13) In the event of violation to our standards of engagement on our judgement
(14) When we reasonably judge that your use of the Service may affect the credibility of the Service, etc. due to complaints from invitees or troubles with invitees and the like.
(15) When it becomes unlikely to be able to carry out the matters stipulated in the Terms.
- You agree to disclose to us facts, materials and the like which we have determined may affect the credibility of the Service in accordance with the provisions of item 14 of the preceding paragraph, upon our request, and agree not to raise any objection to such disclosure.
- If, on the day of termination of the Agreement, the appointments after the following day of its termination are already scheduled, between you and your invitees, you handle such appointment on its own responsibility.
- Regardless of the cause of termination of the Agreement, you are unable to use the Account from the following day of termination of the Agreement, and need to delete all information registered on the Service by the date of termination of the Agreement. In the event you do not delete such information, we can delete them at any time.
- In addition to the provisions of the Terms, in the event you violates any laws or regulations or the provisions of the Terms, we are entitled to terminate the Agreement on the grounds of such breach and, in conjunction with such termination, we are entitled to claim any damages against you (including delinquency charge and attorney’s fees) incurred by us as a result of such violation.
Article 15 (Our Indemnity)
- Any arrangement of interviews or appointment between you and your invitees should be set up at your and your invitees’ responsibilities, and we will not be responsible for any result except in the case of our willful misconduct or gross negligence.
- We make no warranty that the information obtained from the Service, the contents provided through the Service or the Affiliated Service or any other information you may obtain through the Service will conform to your specific objectives, and have the expected features, product value, accuracy, usefulness, or completeness, that use of the Service complies with laws and regulations or the internal rules of industry associations applicable to you, that there will be no defects, that problems related to use of the Service will be resolved, or that appointments to you will be accurate.
- We make no warranty as to the authenticity or accuracy of the information provided by invitees or any other matters relating to invitees. In addition, you agree in advance that we do not guarantee that the Service is compatible with all terminals, and that even if the Service is compatible at the start of your use of the Service, there is a possibility that the operation of the Service may fail due to upgrade of the OS of the terminals used for the Service or other reasons. We provide no warranty that in the event of such failure, the failure will be resolved through modifications to our programs and the like. In addition, we will not be liable for any damage incurred by you in connection therewith except in the case of our willful misconduct or gross negligence.
- The terms of service and privacy policies for invitees (the “Terms for invitees”) which we provide to you shall be provided as reference information, and we are not liable for any damage and the like incurred by you based on the Terms for invitees unless we are willful or grossly negligent.
- You agree in advance that the Service will become unavailable in whole or in part because the services of Google or other external services in cooperation with the Service become unavailable. We will not be liable for any damages arising out of or related to this case except in the case of our willful misconduct or gross negligence.
- Notwithstanding the other provisions of the Agreement, in the event the Terms fall under a consumer contract set forth in paragraph 3 of Article 2 of the Consumer Contract Act (Act No. 61 of 2000), the provisions in the Terms that fully release and discharge us from liability for damages shall not apply. In this case, please note that the maximum amount of compensation for damages will be the amount of use fees that you have already paid (the maximum of 12 months).
Article 16 (Confidentiality)
- Except with our prior written consent, you need to treat as confidential any and all information disclosed by us in connection with the Service and cannot disclose or divulge them to any other party or use it for any purpose other than use of the Service.
- You need, whenever requested by us, to return or destroy the information set forth in the preceding paragraph and documents or other recording medium on which such information is described or recorded, as well as all reproductions thereof and the like, without delay in accordance with our instructions.
Article 17 (Changes of the Terms)
- We can change or add the contents of the Terms (the “changes of the Terms”) in the following cases.
(1) When the changes of the Terms are in conformity with your general interests
(2) When the changes of the Terms is not inconsistent with the purpose for which the Agreement is concluded, and is reasonable in light of the necessity of the change, the appropriateness of the changed contents, the content of the change, and other circumstances relating to the change.
- Unless otherwise stipulated by us, we notify you such revised Terms after the change by displaying on the screen of the terminal used for the Service at least three days prior to the effective date.
- If you do not agree to the revised Terms, you terminate use of the Software and the Service, and in the event you continue to use the Software and the Service after the revised Terms became effective, you will be deemed to have agreed to the revised Terms.
Article 18 (Effectiveness of the Terms)
- If any part of the provisions of the Terms are ruled invalid pursuant to the laws and regulations, other provisions of the Terms will be valid.
- If all of or any part of the provisions of the Terms are ruled invalid in relation to some Contractors, the Terms will be valid in relation to other Contractors.
Article 19 (No Assignment of Rights and Obligations)
- You cannot assign, transfer, pledge, or otherwise dispose of any rights or obligations under the Agreement to any other third party (“assign”) without our prior written consent. In the event any rights or obligations under the Agreement are assigned to a third party contrary to this paragraph, we are entitled to immediately terminate the Agreement without any notice and to charge you a payment of 0.3 million yen as a penalty (in the event the amount of damages actually incurred by us exceeds such amount, such amount of damages) .
- Notwithstanding any of the preceding paragraph, if the rights or obligations under this Agreement are assigned to a third party, you need to notify the transferee of the existence of the special provision on prohibition of assignment set forth in the preceding paragraph in advance.
- In the event that we transfer the business pertaining to the Service to a third party, or in the event that the business pertaining to the Service is comprehensively succeeded as a result of a merger or company split through which we will become an extinct company or a company split company, we can transfer our status, rights and obligations under the Terms regarding to the Service, as well as the Contractors information and other information relating to you to the assignee or successor of the business transfer etc., and you need to agree in advance.
Article 20 (Survival Clause)
In light of the nature of paragraph 3 of Article 8, paragraphs 4 and 5 of Article 10, Articles 11 to 13, paragraphs 5, 6, and 7 of Article 14, Article 15, Article 16, Article 18, the preceding article, this article, the following article, Article 22, and the provisions which should naturally survive will survive even after the termination of the Agreement.
Article 21 (Governing Law/Jurisdiction)
The Terms shall be governed by the laws of Japan, and the exclusive jurisdictional court of first instance for any dispute concerning the Terms and the Agreement shall be the Tokyo District Court or the Tokyo Summary Court.
Article 22 (Settlement by Consultation)
- Any matter not stipulated herein or any doubt arises regarding the interpretation of the Terms, shall be promptly resolved upon consultation in good faith between us and the Contractor.
- In the event of the consultations set forth in the preceding paragraph, if requested by the other party, we and the Contractor agree to hold such consultations in writing or by means of electromagnetic record.
Established and enforced on November 1, 2020