TERMS OF USE | UPBOND

These Terms of Use (hereinafter referred to as the “Terms”) set forth the rules to be observed when using the platform services provided by UPBOND Co., Ltd. (hereinafter referred to as the “Company”), as well as the rights and obligations between the Company and its client companies.

Chapter 1: Definitions and Effectiveness of These Terms and Conditions, etc.

Article 1 (Definitions)

The terms defined below shall have the meanings set forth below.

This Service — A collective term for the platform services provided by the Company and any related services, or a portion thereof
"These Terms and Conditions, etc. " — A collective term referring to these Terms and Conditions, other terms and conditions related to these Terms and Conditions, and other agreements or contracts entered into separately between the Company and the User Company.
Our Website — Any website managed and operated by us
Client Companies — Companies, legal entities, organizations, or sole proprietors that have entered into a service agreement with us and are authorized to use this service
Client Company Information — Information regarding the client company or its products or services that the applicant or, subsequently, the client company provided to us when applying for this service
Service Agreement — An agreement entered into between the Company and the Client regarding the provision of the Service in accordance with these Terms and Conditions and the use of the Service
Notices — Notices to be given in accordance with the procedures set forth in Article 29
Service Specifications, etc. — The features, specifications, screen layouts, usage instructions, and other elements that constitute the content of this Service
Notice — A notification regarding this service that the Company issues simultaneously to multiple corporate users, which becomes effective upon the posting of the notice on the designated page of the Company’s website.
Users — Officers or employees of a client company who are authorized by that company to use this Service
Authentication Data — Information that we provide or disclose to corporate customers and that is necessary to access, operate, or otherwise use the Service
Customers, etc. — Customers, prospects, members, or other individuals from whom the client company collects personal information
Data Protection Laws and Regulations — Laws and regulations applicable in the country or region where the using company or its customers, etc., are located
"This System, etc. " — Systems, servers, computers, peripheral devices, communication lines, and other facilities and equipment managed or operated by the Company or by third parties commissioned by the Company for the purpose of providing this Service
Management Data — Information regarding client companies, as well as all other information and data stored in this system and related systems in connection with the provision of this Service
History and Other Data — Data included in management data that pertains to the behavior of customers and others on websites resulting from the use of this Service
Usage Fees — The amounts that the Client must pay to the Company in connection with the use of the Service as set forth in Article 13
Generated Data, etc. — Data and information generated as a result of analysis or evaluation conducted within this Service using corporate user information, historical data, and other data and information
Secondary Deliverables — Secondary or tertiary data generated through statistical processing, analysis, or evaluation of aggregated data such as client company data, historical data, and generated data, as well as discoveries, insights, theories, know-how, and other outcomes
Intellectual Property — Inventions, Designs, Copyrighted Works, Know-How, Ideas, Trade Secrets, and Other Intellectual Property
Intellectual Property Rights — Patents, utility model rights, design rights, copyrights, and other intellectual property rights
Intellectual Property Rights, etc. — In addition to intellectual property rights, rights under the Unfair Competition Prevention Act, publicity rights, portrait rights, rights to reputation, privacy rights, and all other rights
Force Majeure — Natural disasters, war, civil unrest, riots, the enactment, amendment, or repeal of domestic or foreign laws and regulations, and orders, dispositions, or directives issued by public authorities, etc.
Antisocial Forces — Organized crime groups, organized crime-like groups, companies affiliated with organized crime groups, corporate extortionists, etc.

Article 2 (Agreement to these Terms and Conditions, etc.)

These Terms and Conditions apply to the Service Agreement between the Company and the Client Company, the procedures leading up to the Service Agreement, and the legal relationship following the termination of the Service Agreement. The Client Company shall apply for the Service, enter into the Service Agreement with the Company, and use the Service only after agreeing to all provisions of these Terms and Conditions.

Chapter 2: Signing Up for and Starting the Service

Article 3 (Method of Application)

Prospective users of this Service shall, after agreeing to these Terms and Conditions and other relevant provisions, select a service option listed on our website or in other materials provided by us, and submit an application in accordance with the application procedure established by us. At that time, the prospective user shall enter the corporate information requested during the application process. Applications for this Service may only be submitted by businesses, such as companies, corporations, organizations, or sole proprietors.
The User Agreement shall be deemed to have been concluded at the time the Company sends a notice of acceptance in response to the application under this Article.
Even if we do not approve an application for use, we are under no obligation to disclose the reasons for the denial.

Article 4 (Commencement Date of the Service)

Once a service agreement is concluded, we will configure the necessary settings to enable the client company to use the Service in accordance with the service plan specified in the agreement, and we will notify the client company of that information.
There is no fixed term for the use of this Service; it will continue until the user agreement is terminated in accordance with these Terms and Conditions and other applicable provisions.

Article 5 (Change of User Company Information)

If there are any changes to the user company’s information, the user company shall notify the Company using the method specified by the Company.
The Company shall not be liable for any damages incurred by a client company as a result of its failure to submit the notification described in the preceding paragraph. This includes any disadvantages resulting from the client company’s failure to actually receive notifications from the Company.

Chapter 3: Details and Specifications of the Service

Article 6 (Service Specifications, etc.)

The specifications and other details regarding this service shall be as set forth on the pages of our website designated by us or in other materials provided by us.
We may, at our sole discretion, add, remove, improve, or modify the Service Specifications and other related matters when we deem it appropriate.
When we make changes to the Service specifications described in the preceding paragraph (meaning significant changes that affect the core functions of the Service), we will notify the client companies in advance.

Article 7 (Operational Support)

If the User Agreement includes operational support services, we will provide the Client with support services in accordance with the terms of the User Agreement as part of this Service. In such cases, the scope, hours, location, and method of service provision shall be determined either by the Client’s selection from the menu specified on our website or by a separate agreement between the Client and us.
With regard to operational support, we are only required to provide support during our actual business hours and are under no obligation to respond to inquiries from client companies 24 hours a day. Additionally, responses to inquiries submitted via email, chat, or other means of communication may take some time, including cases where further investigation is required.

Article 8 (Customized Services by Partners)

Subject to a separate agreement with our partner companies, client companies may receive services to customize certain aspects of this Service, in addition to the Service itself.
Our company is not involved in any way with the customization described in the preceding paragraph; all responsibility for the customization services and deliverables rests solely with the partner company referred to in the preceding paragraph. Our company makes no warranties and assumes no liability whatsoever. Furthermore, we will not be involved in any disputes arising between the client company and the partner company regarding such customization.

Chapter 4 Use of the Service

Article 9 (Use of this Service)

The Subscribing Company may allow employees or other individuals of its choosing to use this Service.
In the case described in the preceding paragraph, the User Company shall ensure that its employees and other relevant personnel comply with these Terms and Conditions and other applicable rules.

Article 10 (Management of Certified Data)

The authentication data provided by our company to client companies shall be managed at the client companies’ own risk. Client companies shall not lend or allow third parties other than their employees or other authorized personnel to use the authentication data, and client companies shall bear full responsibility for the use of the authentication data.
If a user logs in to or uses this service using the authentication data of a client company, we will deem such login and use to be authorized by that client company.
We assume no liability whatsoever in the event that a third party unlawfully obtains and uses the authentication data of a client company, resulting in damage to said client company.

Article 11 (Management of Personal Information and Customer Information)

When using this Service, if a Client needs to manage or store personal information of customers or other individuals, the Client shall store such information in the designated area within this system or other relevant systems established for the management of personal information. Furthermore, the Client shall independently set a password to access that area or the personal information contained therein.
The Client acknowledges that we cannot view or manage the password referred to in the preceding paragraph, and that the Client alone has the right to manage personal information and bears sole responsibility for doing so. The Client also acknowledges that if it loses the password referred to in the preceding paragraph, it may become unable to access the personal information stored in this system or other related systems. We shall not be liable in any way for any damages incurred by the Client as a result of such inability to access the information.
When using this Service, client companies shall collect and use the personal information of customers and others in accordance with data protection laws and regulations.Furthermore, if consent from customers or other individuals is required under data protection laws and regulations regarding the collection and use of such information, the Company shall obtain such consent in accordance with the requirements of those laws and regulations. Matters for which such consent must be obtained include the fact that personal information will be managed and stored in this system or similar systems; that some personal information may be used in connection with this Service; and that historical data and other information may be shared with the Company and used by the Company in accordance with these Terms of Service and other applicable agreements.

Article 12 (Prohibited Matters)

User companies shall not engage in the following acts.
- (1) Reproduction, modification, or reverse engineering of the software, data, or databases included in this system, etc.
- (2) Access to this Service or this System, etc., by any means other than those expressly permitted
- (3) Acts that place a clearly abnormal load on this system or related systems
If a client company violates any of the prohibitions set forth in the preceding paragraphs and causes damage to the Company, it shall be liable to the Company for damages.

Chapter 5 Usage Fees

Article 13 (Payment of Usage Fees)

The service fees consist of system usage fees, operational support fees, and optional service fees.
System usage fees and operational support fees shall be determined on a monthly basis. Additionally, upon agreement between the Company and the Client, the Client may opt for annual billing or annual payment. With respect to these fees, the Client shall pay the monthly or annual amount specified in accordance with the service plan selected by the Client, plus the amount equivalent to the consumption tax, using the payment method separately designated by the Company.
If the start or end date of use of this service falls in the middle of a month, the system usage fee and operational support fee for that month will be calculated on a pro-rata basis.
The amount of the optional fees will be determined by separate agreement between our company and the client company.
If a client fails to pay usage fees or any other amounts owed to the Company by the due date, the client shall pay the Company late payment interest calculated at an annual rate of 14% from the due date.

Article 14 (Revision of Usage Fees)

We may revise our fee structure. In such cases, we will notify client companies of the revised fee structure and the effective date of the revised fees at least one month prior to the effective date.
With regard to the preceding paragraph, even if the revised usage fees are lower than those specified in the current service agreement, the client company may not request a refund or discount on the usage fees under the existing service agreement.

Chapter 6: Data Handling/Intellectual Property Rights

Article 15 (Management of Management Data)

During the term of the User Agreement, the Company will back up the management data to facilitate recovery in the event of a failure or outage of this System or related systems, and will implement security measures at a reasonable level for this System and related systems to prevent unauthorized access to the management data. However, the timing and frequency of backups of the management data, as well as the specific details of the security measures, shall be determined by the Company at its discretion.
Notwithstanding the preceding paragraph, the User Company shall, on its own initiative, periodically perform backups and take other data preservation measures in preparation for system failures, outages, disasters, unauthorized access, and other such incidents.

Article 16 (Use of Data)

Client companies may use their own company data, transaction history, and other such data for their own business purposes. In addition, they may use the generated data and other information provided by us through this Service for their own business purposes.
We may use customer company data for the following purposes.
- (1) To manage service agreements with client companies (including tasks such as billing, confirming payments, and sending payment reminders)
- (2) For the operation and provision of this Service
- (3) To provide support to client companies regarding this service
- (4) To check usage of this service
- (5) To verify the identity of the individual when they contact our customer service desk or otherwise communicate with us, or to contact the relevant employee or other individual as necessary for the operation of this Service
- (6) For the purpose of improving, developing, enhancing, or maintaining this Service or this System, etc.
- (7) For purposes not covered by the preceding items, provided that the individual consent of the client company has been obtained
- (8) For matters related to or incidental to the preceding items
Data such as user histories shall be shared between the client company and our company, and our company may use such data for the purposes listed in the preceding paragraph as well as for the following purposes. This shall apply even after the user agreement has terminated.
- (1) For the planning, development, operation, and provision of services or technologies other than this Service
- (2) For market analysis, marketing, and other research purposes
- (3) For purposes not covered by the preceding items, provided that the individual consent of the client company has been obtained
- (4) For matters related to or incidental to the preceding items
Generated data and other materials, as well as derivative works, shall be the property of the Company, and the Company may use them for its own business purposes or provide them to third parties, regardless of their relevance to this Service. This provision shall remain in effect even after the termination of the User Agreement.

Article 17 (Intellectual Property Rights)

All rights relating to the User Company’s data and the personal information of customers and others (including any intellectual property rights that may arise) shall vest in the User Company. Furthermore, all rights relating to historical data and other data (including any intellectual property rights that may arise) shall vest in the Company.
All intellectual property rights and other rights related to this Service, this System, and the software, modules, code, databases, videos, images, text, charts, and other materials that comprise them, as well as their screen configurations and layouts and other works, belong exclusively to the Company. The same applies to intellectual property rights and other rights related to generated data and other secondary deliverables.
Notwithstanding the preceding paragraph, the copyright in any plug-ins created by a User Company in connection with the Service shall vest in the User Company. Furthermore, in cases where we create plug-ins based on a separate agreement with a User Company, the ownership of copyright and other rights in such plug-ins shall be determined separately by the User Company and us in said agreement.

Chapter 7 Suspension, Discontinuance, and Abolition of this Service

Article 18 (Suspension of Provision of the Service)

We may suspend the provision of this Service in any of the following cases:
- (1) When necessary or appropriate for the maintenance, upkeep, or other servicing of this system, etc.
- (2) When necessary for operations related to changes in specifications, enhancements, repairs, or improvements to this Service or this System, etc.
- (3) In the event of a failure in this system, etc., or in the Internet connection or other communication environment to which this system, etc., is connected
- (4) In the event of a force majeure event (including force majeure events affecting not only our company but also our contractors)
- (5) Where there are doubts or claims that the provision of all or part of this Service infringes the intellectual property rights or other rights of a third party, and it is deemed necessary or appropriate to avoid, prevent, or mitigate such infringement or the resulting damages;
- (6) In cases where it is impossible or difficult to provide this Service due to technical or other reasons
If it becomes necessary to suspend service pursuant to the preceding paragraph, the Company shall notify the client company in advance. However, this shall not apply in cases of emergency or unavoidable circumstances.
Even if a client’s use of the Service is suspended pursuant to Paragraph 1 of this Article, the client shall remain obligated to pay the Company the fees for the relevant period.

Article 19 (Suspension of Provision of the Service for Reasons Attributable to the User Company)

If a client company falls under any of the following circumstances, we reserve the right to suspend the provision of this Service until such circumstances are resolved.
- (1) If a client fails to pay the service fees or any other amounts owed to the Company
- (2) If the User Company violates any provision of these Terms and Conditions or other applicable provisions, indicates its intent to disregard such provisions, or challenges the validity of such provisions
- (3) If it is determined that the business activities of the client company include any illegal or clearly socially reprehensible activities
Even during the period in which the Service is suspended pursuant to the preceding paragraph, the Subscriber remains obligated to pay the Company the usage fees for that period.

Article 20 (Discontinuation of this Service)

We reserve the right to discontinue all or part of this Service at our discretion.
If the Company discontinues the Service in accordance with the provisions of the preceding paragraph, it shall notify the client companies of such discontinuation at least one month in advance and terminate the User Agreement. However, if the Company determines, at its discretion, that any of the following conditions apply, it may shorten the period until the discontinuation date at its discretion.
- (1) If a third party alleges infringement of intellectual property rights or similar rights with respect to this Service, or if our investigation determines that such infringement has occurred, and discontinuation of this Service is unavoidable in order to avoid such infringement;
- (2) When it is impossible or significantly difficult to provide this Service for technical or commercial reasons

Article 21 (Liability due to Suspension, Cessation or Abolition)

The Company shall not be liable for any damages incurred by the user company due to the interruption, suspension, or discontinuation of the service as stipulated in the preceding three articles. However, in the event of interruption of the Service as stipulated in Article 18 caused by reasons attributable to the Company, the Company will endeavor to take reasonable measures to restore the Service as promptly as possible.

Chapter 8 Termination of Subscriber Agreement

Article 22 (Cancellation by the User Company)

A client may terminate the Service Agreement at any time by providing written notice or through the method specified by the Company.
The termination of the User Agreement shall take effect on the date we accept the termination notice from the client company.

Article 23 (Cancellation by the Company)

The Company may terminate the User Agreement without prior notice if any of the following circumstances arise with respect to the User Company.
- (1) If any of the grounds for suspension of the Service set forth in Article 19 apply
- (2) If a client company provides false or misleading client company information when applying to use this Service or in any other context
- (3) Failure to fulfill any obligations to the Company other than those under the User Agreement
- (4) If the Company files for bankruptcy, special liquidation, civil rehabilitation, or corporate reorganization, or if such a petition is filed against the Company by a third party
- (5) In the event of a provisional attachment, provisional disposition, attachment, auction, or other enforcement action or collection action for delinquent taxes
- (6) When a bill of exchange or check is dishonored, when banking transactions are suspended, or when the debtor notifies creditors of the restructuring of its debts
- (7) When the company is dissolved or enters liquidation, or when a resolution to that effect is passed, or when the company ceases operations;
- (8) If we determine that there is reasonable suspicion that any of the items listed in Article 32, Paragraph 1 apply
In the event of termination as described in the preceding paragraph, we may immediately suspend the Subscriber’s access to the Service and the Management Data, and all of the Subscriber’s obligations to us shall become due and payable immediately.

Article 24 (Deletion, etc. of Managed Data)

If a service agreement with a client company is terminated, the Company will delete the management data (excluding the data specified in the following paragraph) immediately or at a time the Company deems appropriate. Furthermore, with regard to the personal information of customers and others as specified in Article 11, the Company may delete such personal information by deleting the entire storage area in which it is stored and managed.
Notwithstanding the preceding paragraph, we are not required to delete historical data, generated data, and other such data, as well as derivative works.

Chapter 9 Guarantee/Non-guarantee

Article 25 (Non-guarantee)

The Company makes no warranties regarding this Service with respect to the following matters, and shall not be liable for any damages incurred by client companies or third parties as a result of these matters.
- (1) There must be no issues with accessibility, no interruptions in access (regardless of the duration of the interruption), and no slowdown in display or response times.
- (2) There shall be no malfunctions, defects, incompleteness, or interruptions (regardless of the duration, scale, or cause of such malfunctions, etc.)
- (3) When data or information—including management data, personal information of customers and others, and historical data—is stored, it must be protected against loss, tampering, leakage, or damage.
- (4) There shall be no communication line failures or abnormalities (including slowdowns in communication speed), no software malfunctions or bugs in this system or related systems, and no inconsistencies or incompleteness in the results output by this system or related systems.
- (5) The provision, operation, or use of this Service, or any deliverables generated thereby, shall not infringe upon the intellectual property rights or other rights of any third party, whether in Japan or abroad, nor shall any claim of such infringement arise.
Through this Service, we may provide generated data produced by this system and other related systems, as well as consulting services related to operational support or other insights and opinions; however, we make no warranties regarding these matters as set forth below.
- (1) The content must be the best or most appropriate from a commercial perspective
- (2) It meets the standards of accuracy, precision, comprehensiveness, adequacy, or other quality criteria expected by the client company;
- (3) The client company’s sales, profits, or revenue will increase, improve, or achieve the results desired by the client company
- (4) That the client company achieves the desired results
The Company shall not be liable for any damages incurred by client companies in connection with the matters set forth in the preceding two paragraphs.

Article 26 (Limitation of Liability)

We shall not be liable in any way, regardless of the reason, if a User Company suffers any damage or causes damage to a third party in connection with the use of this Service, historical data, generated data, or any other data or deliverables, or if any dispute or conflict arises between the User Company and a third party.
In the event that, for any reason, the Company incurs liability for damages (including the obligation to return unjust enrichment) toward a Client, such liability shall be limited to cases where the Company acted with intent or gross negligence; the scope of compensation shall be limited to direct and actual damages, and lost profits, loss of business opportunities, indirect damages, or special damages (regardless of foreseeability) shall under no circumstances be subject to compensation.Furthermore, the total amount of liability for damages and indemnification (including the obligation to return unjust enrichment) that the Company owes to the Client in connection with the Service (the total amount of all liability for the entire period of Service use) shall in no event exceed three months’ worth of usage fees actually paid by the Client to the Company.

Chapter 10 General Provisions

Article 27 (Confidentiality)

The Company shall not use data such as client information, transaction history, and generated data for any purpose other than those permitted under these Terms and Conditions or for the purpose of providing the Service, and shall not disclose such data to any third party without the client’s prior consent.
The Customer shall not use, for any purpose other than those expressly set forth in these Terms and Conditions, any technical information disclosed by the Company in connection with the provision of the Service, any unpublished Service specifications, the content of communications with the Company regarding the Service, authentication data, generated data, and the content of operational support; nor shall the Customer disclose such information to any third party without the Company’s prior consent. The same shall apply to any other information that the Company has expressly designated as confidential by means of appropriate confidentiality markings.
For the purposes of applying the provisions of the preceding two paragraphs, the following information shall be excluded:
- (1) Information lawfully held prior to obtaining such information
- (2) Information that was already in the public domain prior to the recipient’s acquisition of such information
- (3) Information that became publicly known after it was obtained by the party in question due to circumstances beyond that party’s control
- (4) Information that the receiving party has lawfully obtained from a third party with legitimate authority without being subject to any confidentiality obligation
- (5) Information that the receiving party has developed independently, without relying on the disclosed confidential information, and can objectively prove
- (6) Information that must be disclosed pursuant to laws, regulations, or a court order
The provisions of this Article shall remain in effect even after the termination of the User Agreement.

Article 28 (Recommissioning)

MUTOH HOLDINGS may sub-consign all or part of the provision of the Service to a third party. The Company may disclose the user company information to such subcontractors.

Article 29 (Method of Notification)

Notices under this User Agreement shall be provided via email, fax, or certified mail.Notices from the Company to the User Company shall be sent via email, fax, or certified mail to the address, fax number, or email address provided to the Company in the application for use or through a notification pursuant to Article 5, Paragraph 1; such notices shall be deemed to have been received on the date of transmission in the case of fax or email, and on the second day following the date of mailing in the case of certified mail.

Article 30 (Prohibition of transfer and succession)

The Subscriber shall not assign, lend, or otherwise allow a third party to use all or any part of the rights and obligations associated with this Service without the Company’s prior written consent.
In the event that we transfer the business related to this Service to a third party, or implement other measures for business reorganization or business succession, we may transfer our status as the provider of this Service, our contractual status with all corporate users, and the rights and obligations associated therewith to the transferee or successor.

Article 31 (Exemption from Liability Due to Force Majeure)

We shall not be liable for any breach of contract even if the provision of this Service is delayed, incomplete, or impossible to perform due to force majeure. Furthermore, any force majeure event occurring with respect to the provision of this Service to a third party contracted by us shall be deemed to be a force majeure event occurring to us.

Article 32 (Exclusion of Antisocial Forces)

The Company and the Client hereby warrant, with respect to themselves and their major shareholders, officers, and key employees, the following matters. In the event of a breach of these warranties, the other party may terminate the User Agreement without prior notice.
- (1) The applicant is not, and has never been, affiliated with antisocial forces
- (2) The applicant must not have, nor have ever had, any financial ties, cooperative relationships, or supportive relationships with antisocial forces.
- (3) The party shall not, either directly or through a third party, use deception, violence, or threatening language against the other party.
- (4) The applicant has never indicated to others that he or she, or any of his or her relatives, is a member of an antisocial group
A party that terminates this Agreement pursuant to this Article shall not be liable for any damages incurred by the other party as a result of such termination.

Article 33 (Governing Law and Court of Jurisdiction)

The use of the Service, the User Agreement, and the interpretation and application of these Terms of Use shall be governed by and construed in accordance with the laws of Japan. Any dispute arising from the Service shall be subject to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court as the court of first instance, depending on the amount of the suit.

Article 34 (Modification of these Terms and Conditions, etc.)

The Company reserves the right to amend these Terms and Conditions, as necessary, in any of the following cases:
- (1) When a revision to these Terms and Conditions, etc., is in the general interest of the participating companies.
- (2) When a revision to these Terms and Conditions does not conflict with the purpose of the contract between the Client Company and the Company, and is reasonable in light of the necessity of the change, the reasonableness of the revised Terms and Conditions, and other circumstances surrounding the change.
Any revisions to these Terms and Conditions will be announced on our website at least one week prior to the effective date of the revision. If a client uses the Service after the effective date of the revision, such use shall be deemed to constitute acceptance of the revision.

Article 35 (Survival Provisions)

The provisions of Article 5.2, Article 10.3, Article 13.5, Article 16.3 and 16.4, Article 17, Article 18.3, Article 21, Article 23.2, Articles 24 through 27, Articles 29 through 33, and Article 35 of this Agreement shall remain in effect after termination of the Agreement.

Article 36 (Effective Date)

These Terms and Conditions shall become effective as of January 1, 2020.