Chapter 1 General Provisions
Article 2 (Definition of Terms)
- Applicant: A corporation, institution, etc., applying to the Company for the provision of the Service.
- Customer: A corporation, institution, etc., that has concluded a Usage Contract with the Company and is provided with the Service.
- Person in Charge of Use: An officer, employee, or other person authorized by the Customer to be in charge of the actual use of the Service.
- Authentication Information: User IDs, passwords, account information for external services, and other information necessary to authenticate users for the use of the Service.
- Optional Function: A multi-sig wallet function prescribed by the Company that is provided only to the Customer who wishes to use the function.
Chapter 2 Usage Contract
Article 4 (Application of Usage Contract)The Company shall provide the Service under the terms of the Usage Contract and other terms set forth by the Company, and the Customer shall use the Service in accordance with the terms of the Usage Contract and other terms set forth by the Company.
Article 5 (Conclusion of Usage Contract)
- Notwithstanding the preceding paragraph, the Company may refuse to accept a Customer’s application for a Usage Contract or may withhold its acceptance in the following conditions:
- When the Applicant has declared false facts;
- When the contents of the application for use are incomplete;
- When there is a risk that the Applicant may fail to pay the fees for using the Service;
- When the provision of the Service is technically difficult;
- When the Applicant has violated a contract with the Company in the past;
- When the Applicant is a competitor;
- When the Applicant’s purpose of using the Service is suspected to be different from the original purpose of the Service, such as evaluation, analysis, etc., of the Service; and
- When there is any other reasonable reason that the Company deems inappropriate.
- The Usage Contract stipulates the agreement between the Customer and the Company as of the date of conclusion of the Usage Contract. In the event of any discrepancy between the contents of the agreement, documents, offers, etc., agreed between the Customer and the Company prior to the conclusion of the Usage Contract, the contents of the Usage Contract shall prevail.
- If there is a reason for a change in the information provided by the Customer at the time of application, the Customer shall fill in the details of the change on an application form prescribed by the Company and submit it to the Company.
Article 6 (Term of the Usage Contract)The term of the Usage Contract shall be the period selected by the Customer, which shall be either one (1) month or one (1) year from the date of commencement of use of the Service (means the date of the Company's acceptance of the Customer’s application for the commencement of use or the date agreed upon between the Company and the Customer). Provided that, if neither the Customer nor the Company indicates otherwise at least fourteen (14) days prior to the expiration of the Usage Contract period, the Usage Contract period shall be automatically extended for another same period under the same terms, and the same shall apply thereafter.
Article 7 (Termination of Usage Contract)
- A Customer may terminate the Usage Contract on the expiration date of the Usage Contract period by submitting a request for termination to the Company in the format prescribed by the Company at least fourteen (14) days prior to the expiration date of the Usage Contract period.
- If a Customer falls under any of the following conditions, the Company may immediately terminate all or part of the Usage Contract without any notice or demand to the Customer:
- When a bill or check is dishonored;
- When there is a petition for seizure, provisional seizure, provisional disposition, or auction, or when there is a disposition for tax delinquency;
- When a petition is filed for commencement of bankruptcy proceedings, specified arbitration proceedings, corporate reorganization proceedings, civil rehabilitation proceedings, or other similar bankruptcy proceedings, or when a liquidation is entered into;
- When the Customer intends to dissolve or to transfer all or a significant part of the business pertaining to the Usage Contract to a third party;
- When the Customer's business has been cancelled or suspended by the supervising ministry or agency, or when the Customer is about to change or close the Customer’s business and is reasonably expected to be unable to fulfill the Usage Contract; and
- Other serious reasons that make it difficult to continue the Usage Contract similar to the preceding conditions have occurred.
- If the Customer fails to fulfill Customer’s obligations under the Usage Contract and the Company gives the Customer a reasonable period of notice, but the Customer still fails to fulfill the Customer’s obligations within the period, the Company may cancel all or part of the Usage Contract.
- The Company shall not be liable to compensate for any damages incurred by the Customer because of the termination of the Usage Contract in accordance with the preceding two paragraphs.
- If a Customer falls under any of the conditions in Paragraph 2, or fails to fulfill Customer’s obligations even after a notice in Paragraph 3, the Customer shall naturally lose the benefit of time and immediately pay all monetary obligations owed to the Company.
Chapter 3 Provision of the Service
Article 8 (Scope of Services)
- The Company provides the Customers with an environment in which the Service can be used under the conditions specified by the Company by connecting a terminal device (the "Terminal Device", including PC, smartphone, tablet, etc.) managed by the Customer to our designated server via a telecommunications line.
- If there is software that needs to be installed in order to use the Service (the "Required Software"), the Customer shall acquire it through an application distribution service (the "Distribution Service") provided by the Company or a third party, and obtain the necessary license. Unless otherwise specified by the Company, the Company makes no warranty on the performance, content, continuity, or completeness of the Required Software and the Distribution Service. Even if a Customer is unable to use the Service on Customer’s Terminal Device due to discontinuation, suspension, bugs, etc., caused by a malfunction or other reasons in whole or in part of the Required Software or the Distribution Service, the Company shall not be liable therefor. Provided that, this shall not apply in the event of gross negligence or willful misconduct on the part of the Company.
- The telecommunication line connecting the Terminal Device used by a Customer to the Service shall be secured and maintained by the Customer at the Customer's own responsibility and expense, and the Company shall not be liable therefore.
- Customers shall, at Customer’s own expense and responsibility, take security measures to prevent computer viruses, unauthorized access, and information leaks, depending on the Terminal Device used by the Customer.
Article 9 (Provision of Optional Function)
- The Customer may apply to the Company for the use of the Optional Function in the manner prescribed by the Company.
- The period during which the Customer may use the Optional Functions is subject to the period during which the Service is based on the Usage Contract. Provided that the Customer may apply to the Company to terminate the use of the Optional Function at least one month prior to the date on which the Customer wishes to terminate the use of the Optional Functions by the procedures prescribed by the Company.
Article 10 (Authentication Information of the Person in Charge of Use)
- The Customer grants the Authentication Information to the Person in Charge of Use or has the Person in Charge of Use create it, in accordance with the method and terms prescribed by the Company.
- The Customer shall assign one user ID to each Person in Charge of Use and shall not allow multiple Persons in Charge of Use to use the same user ID.
- The Customer shall strictly manage the Authentication Information of the Person in Charge of Use to prevent unauthorized use of the information under the Customer’s management responsibility, and the Company shall not be liable for any damage incurred by the Customer due to unauthorized use of Authentication Information. Provided that, this shall not apply in the event of gross negligence or willful misconduct on the part of the Company.
- All remittance, storage of crypto assets, issuance of NFT (Non-Fungible Token), etc., because of using the Service after the authentication of the Person in Charge of Use by the Authentication Information shall be deemed to be the responsibility of the Customer, and the Customer shall be liable for such result. Provided that, this shall not apply in the event of gross negligence or willful misconduct on the part of the Company.
Article 11 (Management of Crypto Assets)By connecting the Service to a cloud service, etc., for which the Customer manages a Private Key, the Company provides a service that enables the Customer to conveniently transmit, etc., crypto assets by multiple Persons in Charge of Use, but the Company does not manage the Customer's Private Key. The Company shall not be liable for any loss of crypto assets due to malfunctions in the management of Customers, the Person in Charge of Use, or the cloud service, etc.
Article 12 (Restriction of Use)
- The Service is a SaaS service. Customer’s use of the Service shall be made by connecting to the URL designated by the Company from a Terminal Device used by the Customer or the Person in Charge of Use, and except as otherwise stipulated, Customers may not obtain the software comprising the Service by downloading or copying the software.
- The Customer may allow only Customer’s officers and employees (including employees of subcontractors who are engaged in Customer’s works within Customer’s work area) to use the Service, and Customer may not allow any other third party to use the Service, except as permitted by Company.
Article 13 (Change or Discontinuation of this Service)
- The Company may add or change any part of the Service for the purpose of adding or improving the functionality of the Service at the Company’s discretion. Provided that, the Company does not guarantee that all functions and performance of the Service prior to the change or addition will be maintained as a result of such change or addition.
- The Company may discontinue providing the Service. In such a case, the Company will notify the Customer three (3) months in advance.
Article 14 (Maintenance of this Service)
- For the smooth operation of the Service, the Company may perform planned maintenance (the “Planned Maintenance”) and may temporarily suspend the provision of the Service to perform Planned Maintenance. In such cases, the Company shall notify Customers of the Planned Maintenance, and the Company shall not be liable for any damages incurred by Customers because of the Planned Maintenance. Provided that, this shall not apply in the event of gross negligence or willful misconduct on the part of the Company.
- If the Company deems it unavoidable to maintain the Service, the Company may temporarily suspend the provision of the Service to perform emergency maintenance (the "Emergency Maintenance"). In such cases, the Company shall report to the Customer of the Emergency Maintenance promptly after the implementation of such Emergency Maintenance, and the Company shall not be liable for any damage incurred by Customers because of the Emergency Maintenance. Provided that, this shall not apply in the event of gross negligence or willful misconduct on the part of the Company.
Chapter 4 Usage Fees
Article 15 (Usage Fees for the Service, Calculation Method, etc.)The usage fees and calculation method for the Service shall be determined separately by the Company on the website, the application form, the quotation, or other methods for the Service. The Company may revise the usage fees from time to time. Such revisions shall be made in accordance with Article 3.
Article 16 (Method of Payment of Usage Fees)
- The Customer shall pay the usage fees for the Service (including additional fees arising from the increase in the number of Persons in Charge of Use by the Customer) and consumption tax, etc, (the "Usage Fees, etc.") for the period beginning on the scheduled start date of use outlined in the Usage Contract ending on the date of termination of the Usage Contract.
- The Customer shall pay the Usage Fees, etc., for the Service in advance for a monthly amount in the case of a monthly Usage Contract, or in advance for an annual amount in the case of an annual Usage Contract, by the method set by the Company, by remittance to the bank account designated by the Company, or by use of a credit card in accordance with the invoice from the Company by the date designated by the Company (the "Payment Date") (If the Payment Date falls on a holiday of a financial institution, such Payment Date shall be the preceding business day.) The Customer shall bear the bank transfer fee and any other necessary charges for the payment.
- The Customer shall use Japanese yen (if approved by the Company, US Dollars or other currencies are also acceptable) to pay Usage Fees, etc.
- Even if the Customer cancels the Service mid-term or reduces the number of Persons in Charge of Use, the Company is under no obligation to refund the Usage Fees, etc. Provided that if the scheduled start date of use specified in the Usage Contract or the date of increase in the number of Persons in Charge of Use falls in the middle of a month or a fiscal year, the Company may charge a daily or monthly prorated Usage Fees, etc.
Article 17 (Optional Usage Fees)
- The Customer shall pay the amount prescribed by the Company (the "Optional Usage Fee"), which is equivalent to the Gas Fee, etc., for the transaction caused by the Use of the Option Function, in Japanese Yen (if approved by the Company, US Dollars or other currencies are also acceptable) upon request by the Company. Provided that if the Company approves separately, the Company may not invoice the Customer for the Optional Usage Fee for reasons such as that the monthly Optional Usage Fee is less than the Company’s prescribed amount.
- The Company calculates and invoices the Customer for the Option Usage Fee at the end of each month. And the Customer shall pay the Optional Usage Fees by the last day of the month following the month in which the Optional Function is used (if the relevant date falls on a bank holiday, the payment due date shall be the preceding business day) by way of remittance to the bank account designated by the Company or by use of credit card. Provided that if the Company and the Customer agree separately, the conditions regarding the calculation period and payment date of the Optional Usage Fee may be changed. The Customer shall bear the bank transfer fee and other necessary charges for the payment.
Article 18 (Payment Delay)
- If the Customer fails to pay the Usage Fees, etc., after the prescribed Payment Date, the Customer shall pay an amount calculated at an interest rate of 14.6% per annum for the number of days from the day following the prescribed Payment Date to the payment date as a late payment penalty.
- In addition to the preceding paragraph, if the Customer fails to pay the Usage Fees, etc., within one month of the Payment Date, the Company may immediately terminate the Usage Contract and suspend the provision of the Service to the Customer.
Chapter 5 Other
Article 19 (Person in Charge of Contract Administration)
- Customers shall designate a person in charge of contract administration for the Use of the Service and notify the Company in writing, by e-mail, or by any other method determined by the Company, and all necessary communications with the Company, such as in the event of renewal, change, or cancellation of the Usage Contract or in the event of an emergency, shall be made through the person.
- The Customer shall promptly notify the Company if the person in charge of the contract administration described in the preceding paragraph changes.
Article 20 (Data Management)
- The Customer shall, at its own responsibility, back up or otherwise preserve any data, etc., entered, provided, or transmitted in connection with the use of the Service.
- If the information used by the Customer is lost due to a malfunction of the equipment providing the Service, etc., the Company may record the information separately and store it for a certain period of time to restore the information, but the Company is not obligated to restore the information.
- The Company shall not be liable for any data loss, etc., registered or stored in the Service by the Customer due to termination of the Usage Contract or termination of the Service.
Article 22 (Management and Use of Information by the Company)
- The Company may use, analyze, and make secondary use of statistical data, such as the Customer's use of the Service and the frequency of use of screens and items, for statistical surveys, etc., for the improvement or maintenance of the Service, etc., and the Customer agrees to such use of the Company.
- The Customer acknowledges and agrees that if the Company is required to disclose or provide Customer’s data by order or request of courts, other legally authorized government agencies, or self-regulatory organizations, the Company may disclose or submit the Customer's data in accordance with such order or request, and the Customer shall not object to such disclosure or submission.
Article 23 (Consignment)The Company may outsource all or part of its operations related to the provision of the Service to a third party without the Customer's consent. Provided that, in such cases, the Company shall be responsible for managing the outsourced party.
Article 24 (Copyrights, etc., for the Service)
- Intellectual property rights, including copyrights and trademarks, and all other rights related to the tangible and intangible components of the Service (including software programs, databases, icons, images, text, manuals, and other related documents) belong to the Company or third parties that have licensed their rights to the Company.
- In the case of software, etc., provided to the Customer as part of the Service, which is to be operated in the client environment, if the license terms are separately presented in writing, etc., the Customer shall use such software, etc., in accordance with such license terms.
Article 25 (Prohibited Acts)
- The Customer shall not engage in any of the following acts when using the Service:
- Any act that infringes, or may infringe, the copyright, trademark, or other intellectual property rights of the Company or any third party;
- Any act that infringes, or may infringe, the property, privacy, or portrait rights of the Company or any third party;
- Any act that slanders or insults the Company or a third party or defames the honor or credit of the Company or a third party;
- Any act that involves or may involve fraud, extortion, or other crimes;
- Creating, transmitting, or selling obscene, child pornography, or child abuse images, tokens including URLs of such images, or displaying or transmitting advertisements that evoke the creation, transmission, or sale of such images or tokens;
- Creating, transmitting, or selling cruel information such as images of people being killed or animals being abused, or other information, tokens including URLs of such information, or any other information that would be extremely objectionable to a third party from a socially accepted viewpoint, or displaying or transmitting advertisements that evoke the creation, transmission, or sale of such information or tokens;
- Use of the Service by impersonating a third party;
- Any act that interferes with or may interfere with the use or operation of the Company's or a third party's facilities, etc.;
- Transmitting or posting harmful computer programs, etc., or making them available to be received by third parties;
- Unauthorized access to hardware or software comprising the Service, cracking or other acts that interfere with the facilities, etc.;
- Any act that interferes or may interfere with the provision of the Service;
- Analyzing, reverse engineering, or otherwise attempting to obtain the source code of software comprising the Service;
- Failure to comply with procedures required by laws and regulations, such as notification to regulatory authorities, obtaining permits or approvals, or other acts violating such laws and regulations; and
- In addition to the above conditions, acts that violate laws and regulations or public order and morals, damage the Company's credit, infringe on the Company's property, or cause a disadvantage to third parties.
- If the Company determines that a Customer's act falls under any of the acts of the preceding paragraph, or if there is a claim of infringement of rights by another Customer or other third party, the Company may suspend the Customer's use of the Service, terminate the Usage Contract, or take any other action that the Company deems appropriate, without prior notice to the Customer. The Company shall not be liable for any damage incurred by the Customer as a result of such Company’s actions.
Article 26 (Customer's Responsibility)
- If the Customer causes damage to a third party due to reasons attributable to the Customer, or if a third party makes a claim or other demand in connection with the Customer's use of the Service, the Customer shall handle and settle them at the Customer's own responsibility and expense. The same shall apply if the Customer suffers damages from a third party or files a claim against a third party as a result of the Customer's use of the Service.
- If a Customer causes damage to the Company or a third party in connection with the use of the Service, the Customer shall be liable for compensation for such damage (meaning not only direct and ordinary damages, but also all damages, including lost profits, lost business opportunities, lost data, business interruption, other indirect damages, special damages, consequential damages, and incidental damages).
Article 27 (Liability of the Company)
- In the event that the Customer is unable to use the individual Services under the Usage Contracts at all due to reasons attributable to the Company (the "Unavailability", including cases where the Company does not provide the Service at all or where the Service is completely unavailable due to a significant malfunction of the Service), the Company shall be liable for compensation up to the amount of the Usage fees, etc., for the month in which the Unavailability occurred, only when the Unavailability continues for 24 hours or more from the time the Company becomes aware of the Unavailability. Provided that, the Company shall not be liable for damages arising from reasons not attributable to the Company, damages, and lost profits arising from special circumstances whether or not the Company should have been foreseen. The Company’s legal liability with respect to the unavailability of the Service is limited to the scope set forth in this paragraph. Provided that, this shall not apply in the event of gross negligence or willful misconduct on the part of the Company.
- The Company shall not be liable for any loss, damage, or theft of digital data such as crypto assets or NFTs owned or managed by the Customer due to a Service malfunction or any other circumstances. Provided that, this shall not apply in the event of gross negligence or willful misconduct on the part of the Company.
Chapter 6 Miscellaneous Provisions
Article 28 (Handling of Confidential Information)
- The Customer shall manage with the duty of care of a good manager any technical, business, operational, financial, organizational, or other information (the “Confidential Information”) provided or disclosed by the Company orally, in writing, or in any other recorded media, or otherwise in connection with the Service, and shall not divulge or disclose such Confidential Information to any other party without the Company’s prior written consent. Provided that, the following information is excluded from Confidential Information:
- information that is already generally known to the public or already known to the Customer at the time it is provided or disclosed by the Company or at the time the Customer becomes aware of such information;
- information that becomes public knowledge through publications or other means due to reasons not attributable to the Customer after it has been provided or disclosed by the Company or after the Customer becomes aware of it;
- information lawfully obtained from a third party authorized to provide or disclose the information without being obligated to maintain confidentiality; and
- information that is developed independently without depending on Confidential Information.
- The Customer may disclose Confidential Information in response to a legally enforceable request for disclosure from a public agency, provided that the Customer promptly notifies the Company of such a request.
- The Customer shall not use the Confidential Information for any purpose other than the use of the Service.
- Upon termination of the Usage Contract or whenever requested by the Company, the Customer shall, without delay and in accordance with the Company's instructions, return or destroy the Confidential Information and any documents or other recording media containing the Confidential Information, as well as all copies thereof.
Article 29 (Prohibition of Assignment of Rights, etc.)The Customer may not transfer, lend, or offer as collateral to any third party any rights or obligations under the Usage Contract.
Article 30 (Exclusion of Antisocial Forces, etc.)
- When a Customer is found to be an antisocial force(means organized crime groups, members of organized crime groups, quasi-constituents of organized crime groups, companies affiliated with organized crime groups, fixers of stockholders’ meetings, and other groups or individuals who use violence, power, or fraudulent methods to pursue economic benefits, hereinafter the same applies.), the Company may immediately terminate the Usage Contract prospectively by notifying the Customer without prior demand.
- Except as provided in the preceding paragraph, if it is found that any director, auditor, employee, other member, shareholder, business partner, advisor, or any person that is affiliated to the Customer is an antisocial force, or that the Customer cooperates or participates in the maintenance, operation, or management of antisocial forces through funding or other means, or otherwise interacts or participates in any way with antisocial forces, the Company may immediately terminate the Usage Contract prospectively by notifying the Customer.
- The Company shall not be liable for any damages incurred by the Customer because of the termination stipulated in this Article.
Article 31 (Survival Provisions)Even if the Usage Contract is terminated due to cancellation or other reasons, Article 2, Article 5, Paragraph 3, Article 7, Paragraphs 4 and 5, Article 8, Paragraphs 2 and 3, Article 10, Paragraphs 2 and 3, Article 14, Article 16, Article 17, Article 18, Article 20, Article 22, Article 24, Article 25, Paragraph 2, Article 26 Article 27, Article 29, Article 30, Paragraph 3, this Article, Article 32 and Article 33 shall remain in effect after termination of the Usage Contract. And Article 28 shall remain in effect only for five (5) years after the termination of the Usage Contract.
The agreement was originally drafted in Japanese. If there is a discrepancy in the Japanese version and the English version, the Japanese version shall prevail.