GTS+/CUW+ EULA Ver.1.3
“GlobalTechStream+ Software” License Agreement
This “GlobalTechStream+ Software” License Agreement (this “Agreement”) sets forth the terms governing the use of the software product, “GlobalTechStream+ Software,” which is the property of Toyota Motor Corporation (“Toyota”). By installing this Software, the Software users (meaning “Users” as defined in Article 1, Item 4 below) shall be deemed to have agreed to be bound by all of the terms and conditions of this Agreement, and shall be obliged to abide by this Agreement to use the Software.
Article 1. Definitions
As used in this Agreement, the terms set forth below shall have the following meanings:
(1) “Software” means the computer software and the operational manual specified in the Exhibit hereto;
(2) “Hardware” means a computer system that the Software is installed on, and that shall meet the specifications approved by Toyota and set forth on the GlobalTechStream+ Software distribution website, “DENSO Scan Tool Information”;
(3) “License” means the license for a User to use the Software on the Hardware placed at the physical location where vehicles are diagnosed and repaired. Regardless of a User’s store type, such User shall be required to purchase a separate License for each location where such User diagnoses and repairs vehicles or for each Hardware unit;
(4) “User” means any person who belongs to any of the following organizations and is granted the right to use the Software by Toyota:
(i) An organization that has entered into a Distributor Agreement with Toyota or any other organization which Toyota finds equivalent thereto;
(ii) An organization that has entered into a Basic Distributorship Agreement with Toyota or any other organization which Toyota finds equivalent thereto;
(iii) An organization that is expressly permitted to use the Software in a Toyota document;
(iv) An organization that is found to have entered into sufficient agreements for Toyota to provide the Software, such as a non-disclosure agreement;
(v) A business operator that has been recognized as a maintenance provider for Toyota vehicles by the national government or any government or organization or group equivalent thereto;
(vi) An educational institution designated (authorized) by Toyota or the organization mentioned in this Article 1, Item (4), Item (i) above;
(vii) A police organization; or
(viii) A qualified military user.
(5) “Approver” means the person in charge of confirming a User’s purpose, scope of use, and identity, in response to such User’s application. The method of such approval and the details of the examination therefor shall differ depending on the country, User or License type. The Approver shall be required to meet the requirements designated by Toyota and shall be responsible for responding to any emergency.
Article 2. License
2.1 Toyota grants each User a non-exclusive, non-transferable right to use the Software for such User’s customers, solely for the purpose of providing failure diagnosis services and writing services on the ECU software of the vehicles registered on the Software (the “Purpose”), provided that such User complies with any and all terms and restrictions set forth in this Agreement. Users should refer to Articles 4 and 5 below with regard to the specific License and conditions for any version of the Software with restricted functions, specified regions or particular packages.
2.2 The scope covered by one (1) License shall be limited to being within the same store for any User falling under any of items (i), (ii) or (iii) in Article 1, Item 4 above, and limited to the same Hardware for any other User.
2.3 Toyota may grant Users a license to use the Software for any educational purpose for the Purpose or, in addition to the Purpose, for quality assurance services for any vehicle without limitation to customers’ vehicles or any parts equipped on a vehicle, solely when Toyota and such User have reached an express agreement on the scope, purpose and method of use, etc. thereof in an individual agreement between such parties.
Article 3. Restricted Acts
3.1 Toyota hereby reserves all rights not expressly granted in the terms of this Agreement, and Users will not be granted any rights other than the rights expressly granted herein.
3.2 Any copyrights, trademark rights, design rights and any other intellectual property rights in and to the details of the posted information, including text, images, photos, sound and video provided in connection with the Software, shall be held by Toyota or any third party who grants Toyota a license therefor.
3.3 Users may not copy, reproduce, alter, reverse-engineer, decompile or disassemble all or any part of the Software, without Toyota’s prior written consent.
3.4 Users may not sell, distribute, lease, transfer, etc., or sublicense all or any part of the Software or any reproduction thereof, whether for value or without charge, without Toyota’s prior written consent.
3.5 Users must handle the Software with the due care of a prudent manager.
3.6 If any software other than the Software (“Other Software”) is installed on the Hardware, Users must also handle such Other Software with the due care of a prudent manager so that such Other Software does not cause any adverse impact such as virus infection or leakage of personal information on the use of the Software.
3.7 If an updated version of the Software is provided, Users shall promptly install such updated version on the Hardware and use the Software while keeping it in an up-to-date condition.
3.8 Users must not, without Toyota’s prior written consent: (i) virtualize the Software functions; (ii) make the Software available for simultaneous use by two (2) or more users through the network, unless otherwise permitted by the License; or (iii) install the Software on any server for remote access.
3.9 Users must comply with any and all domestic and international laws applicable to the Software (including restrictions on export destination countries, end users, and use by end users).
Article 4. Requirements Concerning Purchase of Software License
Users may be required to obtain a separate approval apart from the License Activation (as defined below), at the time of purchasing the Software License. If such approval is required, Users may not purchase the Software License without obtaining the Approver’s approval.
Article 5. Package with Restricted Rights and Functions
If a User purchases a Software License as listed below, such User shall only be entitled to use the same when such User satisfies the relevant conditions designated below:
(1) Educational Version - In order to use such educational version, the User must remain as a student, teacher or staff member of an educational institution designated by Toyota or any organization set forth in Article 1, Item 4, Item (i) above, during the use period.
(2) General Maintenance Business Version - In order to use such version, the User must belong to any organization set forth in Article 1, Item 4, Item (v) above.
(3) SDF Version - In order to use such SDF version, the User must be an institution set forth in Article 1, Item 4, Item (viii) above.
(4) Evaluation (or Test or Demonstration) Version - In order to use such version, the User must use the same in an actual production environment and must not use the same after the evaluation period has elapsed.
Article 6. Requirements Concerning Account Registration and Internet License Activation
6.1 Users may only use the Software upon: (i) having obtained a valid License for the Software; (ii) having properly conducted the activation shown after the start of the Software through the Internet or any other means approved by Toyota (the “License Activation”); and (iii) the License being activated in an appropriate manner for the Software. If the Software License is not activated in an appropriate manner, all or part of the Software functions may become unavailable.
6.2 In addition to conducting the License Activation, a User may be required to register such User’s account in the “Toyota Dealer Account Management System” before using the Software.
6.3 In order to confirm the proper operation of the License Activation, Toyota may review the License and account registration situation from time to time. If any User’s License or account is not appropriately registered, Toyota may delete such User’s account, including such User’s account manager’s account, and all or part of the Software functions may become unavailable.
6.4 Toyota may grant a User one (1) License which allows the use by multiple users; provided, however, that, even in this case, such User must register the account set forth in this Article 6, Paragraph 2 above for each such user.
6.5 If any User no longer falls under the definitions set forth in Article 1, Item 4 above, such User must promptly respond thereto by revising the account information registered as set forth in this Article 6, Paragraph 2 above, by following Toyota’s instructions. If such response is not promptly carried out, such account may be deleted without prior notice.
Article 7. Use of Network, Data and Internet
When using the Software, Users may be obliged to have their Hardware access the Internet during the License Activation for the Software. Moreover, the Software may also require that Users have their Hardware access the Internet.
Article 8. Prohibition of Misappropriation
8.1 Users are not allowed to use the Software beyond the scope of the Purpose.
8.2 If the Hardware is stolen or the Software is used beyond the scope of the Purpose, Users must provide Toyota with immediate notice thereof and take reasonable and sufficient measures to prevent any recurrence thereof, by following Toyota’s instructions.
Article 9. No Warranty
9.1 Toyota provides Users with the Software as a specific item on an “as is” basis, without any warranty pertaining thereto, and assumes no responsibility whatsoever to make any express or implied warranty, including responsibility for statutory contractual non-conformity.
9.2 Toyota shall make no warranty that the functions contained in the Software satisfy the Users’ requirements, that the execution of the Software will not be interrupted, or that such execution will be error-free.
Article 10. Responsibility
10.1 Toyota shall in no way be liable for any damage incurred by any User or third party in relation to a User’s use of the Software.
10.2 In no event shall Toyota be liable for any damage incurred by any User or third party due to a User’s breach of any of the terms of this Agreement.
10.3 If any dispute arises between a User and a third party or a User becomes aware of a risk thereof, in connection with the Software, such User shall resolve the same at such User’s own responsibility and expense and must not cause Toyota any trouble. Furthermore, if such dispute is related to any of the intellectual property rights pertaining to the Software, such User shall immediately inform Toyota thereof and follow Toyota’s instructions.
10.4 Toyota shall in no way be liable for any damage incurred by a User or a third party due to interruption of or delay in the use, etc., of the Software caused by any failure in communication lines, computers, etc.
10.5 Toyota shall be entitled to change, add, suspend or terminate all or any part of the Software anytime for any reason whatsoever. Moreover, Toyota shall in no way be liable for any damage caused by any change, addition, suspension, or termination of the Software.
Article 11. Breach of Agreement
If any User is in breach of any of the terms of this Agreement, causes any material event preventing the continuation of this Agreement, or engages in any wrongful or unjust act, Toyota shall be entitled to cancel this Agreement and claim compensation for any damage incurred by Toyota due thereto. Furthermore, Toyota shall also be entitled to investigate into or request a report on the status of Users’ use and administration of the Software whenever Toyota considers it necessary, and Users shall provide Toyota with cooperation in good faith therefor.
Article 12. Term
12.1 The effective period of this Agreement shall commence on the day the Software is installed on the Hardware and shall continue until the day when the use period of the Software expires.
12.2 Even after the termination of this Agreement, Articles 9, 10, 11, 14, 15, 17, and 18 shall remain in force.
Article 13. Failure of Hardware
If any User becomes unable to use the Software due to any failure in the Hardware, Toyota shall assume no obligation whatsoever to take any measures to make the Software available for such User.
Article 14. Measures to be Taken Upon Termination
In the event of the termination of this Agreement, Users shall dispose of all of the Software and any reproductions thereof and delete the same entirely from the Hardware in a non-reproducible manner, following Toyota’s instructions.
Article 15. Prohibition of Assignment of Rights and Obligations
Users must not transfer, succeed, offer as security or collateral, or otherwise dispose of any of their rights or obligations or their positions under this Agreement.
Article 16. Compliance with Related Laws and Regulations
16.1 Users shall comply with applicable domestic and overseas laws and regulations, prefectural ordinances, orders, etc. (including, without limitation, any foreign exchange and foreign trade legislation; collectively, the “Related Laws and Regulations”) in relation to this Agreement.
16.2 Users must not export or re-export any process, product, device, software or service prepared by means of related information, technology, or documents, in relation to this Agreement, without obtaining the necessary permits from the related countries’ governments on the basis of the Related Laws and Regulations.
Article 17. Confidentiality
17.1 Users shall: (a) manage and maintain the confidentiality of the information disclosed by Toyota set forth in each of the following items and specified or notified as confidential at the time of its disclosure or within three (3) days after such disclosure, as well as any personal information obtained in connection with this Agreement, in a proper manner and with the due care of a prudent manager; (b) not use the same for any purpose other than the Purpose; and (c) not disclose or divulge the same to any third party without Toyota’s prior written consent:
(1) Any information disclosed in a tangible object, etc., embodying any document, drawing or electronic or magnetic record;
(2) Any information disclosed orally; or
(3) Any information disclosed in an electronic or magnetic method such as by sending an email, or electronic or magnetic records, etc.
17.2 Notwithstanding the preceding paragraph, any information that is objectively proved to fall under any of the following shall not constitute confidential information:
(1) Information which was already known to the public at the time of the disclosure thereof by Toyota;
(2) Information which becomes publicly known without a User’s fault after the disclosure thereof by Toyota;
(3) Information which is duly received by a User from a third party lawfully holding such information without assuming a confidentiality obligation; or
(4) Information which is developed or learnt independently by a User without having access to the confidential information.
Article 18. Court of Competent Jurisdiction
Any and all disputes related to this Agreement shall be submitted to the exclusive jurisdiction of the Nagoya District Court as the court of first instance
Article 19. Consultation
Any doubts arising in relation to this Agreement or to any matter not set forth herein shall be resolved through good-faith mutual consultation.
Exhibit [Software and manual, etc., regarding such Software]
- GlobalTechStream+ (GTS+) Software
- GlobalTechStream+ User Manual
- Calibration Update Wizard (CUW) Software
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Terms of Use for DENSO ScanTool Agent
Article 1 (Purpose)
1. These terms of use (“Terms of Use”) are applicable to all Users (defined below) of the
“DENSO ScanTool Agent” (“Application”) provided by DENSO CORPORATION
(“Company”). Users must agree to these Terms of Use before using the Application.
2. These Terms of Use stipulate terms and conditions for using the Application. All Users must
use the Application in accordance with the conditions as stated in these Terms of Use as
applicable.
3. Once a User agrees to these Terms of Use, the Company and such User will have to enter into
an Agreement (as defined in Article 2 of these Terms of Use).
Article 2 (Definitions)
For the purposes of these Terms of Use, the following terms have the following meanings:
(a) “Agreement(s)” mean Application agreements to be concluded between the Company and
Users under the terms and conditions as stipulated in these Terms of Use;
(b) “User” or “Users” mean a person or all persons using the Application;
(c) “User Information” means ID and password of Users generated by DENSO ScanTool
Information site or the authentication server from which Single Sign On (SSO) was
originated; and
(d) “Communication Equipment” mean smartphones, tablets, and computer equipment.
Article 3 (User Registration)
1. A person who intends to become a User must complete the registration process based on the
procedures required by the Company.
2. If there is any change to the information registered by the Users in accordance with paragraph 1
of this Article 3, Users must immediately change the registered information.
3. The Company may refuse registration made by the Users at its sole discretion.
Article 4 (Contents of the Application)
The Application allows users to download vehicle diagnosis software provided on DENSO
ScanTool Information website and to view information on installation and vehicle diagnosis
software notifications.
Article 5 (Usage Fees)
Users can use the Application free of charge subject to Article 6.
Article 6 (Management of User Information and Communication Equipment)
1. Users must prepare all the necessary equipment, including Communication Equipment and
transportation necessary for enjoying the Application at their own expense. Users must bear all
the communication costs necessary for using the Application.
2. Users must manage their User Information and Communication Equipment. Users are
responsible for any damage, including damage arising from mis-management of User
Information or Communication Equipment, errors in using the Application, and use of
Application by any third party. The Company will not be responsible for any such damage
unless it is caused by the Company’s negligence or willful misconduct.
3. Users must immediately inform the Company and follow the Company’s instructions if there is
any indication of third party’s use of Users’ Information or Communication Equipment.
Article 7 (Conditions for Providing the Application)
The Company may suspend or change the Application without notifying Users of such suspension
or change for any reason, including due to maintenance.
Article 8 (Intellectual Property Rights)
1. Users may not use, reproduce, transmit or modify any information or contents provided in the
Application (collectively, “Company Contents”) beyond the scope of “private use” as stipulated
in the Copyright Act of Japan.
2. All intellectual property rights, including copyrights, patents, utility model registrations,
trademark rights, design rights, and rights to make registrations based on such former rights
(collectively “Intellectual Property Rights”) relating to the Application, belong to the Company
or to the licensors granting licenses to the Company. Users must not create any derivative work
of the Company Contents, including reproducing, distributing, transmitting, or modifying the
Company Contents.
3. If Users breach any provision of this Article 8 and cause any damage to the Company, such
Users must resolve such damage at their sole cost and expense and take the appropriate
measures to hold the Company harmless from any disadvantage, burden or damage.
Article 9 (Prohibited Acts)
1. Regarding Users’ use of the Application, the Company prohibits any of the following acts:
(a) acts that breach the Terms of Use;
(b) acts that violate or likely violate proprietary and personal rights, including Intellectual
Property Rights and publicity rights of the Company or any third party including a licensor
granting a license to the Company;
(c) acts that cause or likely cause any disadvantage or damage to the Company or any third
party;
(d) acts that unlawfully damage or likely damage the honor, right, or credit of other persons;
(e) acts that breach any rules including laws, regulations, and municipal ordinances;
(f) acts that damage or likely damage any public policy, and acts that provide other Users or
any third party with information which likely damage any public policy;
(g) criminal acts, any acts which lead to criminal acts, or acts to instigate or likely instigate
such acts;
(h) acts that provide false information or information that is likely false;
(i) acts that prevent or likely prevent the Application from its normal operation, including
unlawful access to the Company’s systems, or that falsify program codes, falsify location
information, cheat using any Communication Equipment and applications, and spread any
computer virus;
(j) acts that use Macro program or any function or tool enabling automatic manipulation;
(k) acts that damage or likely damage the credibility of the Application;
(l) acts that pretend to be a third party and use the Application, such as using other Users’
accounts;
(m) acts that cause a third party to use, lease, transfer, purchase, or pledge the Application
itself or any information or installer obtained through the use of the Application, whether
free of charge or for value;
(n) fraud and illegal purchase of a bank account or a portable phone;
(o) criminal acts or acts of terrorism, or any such suspected acts; or
(p) any other acts which the Company deems inappropriate.
2. If the Company considers that any acts of Users fall under any of the items stated in (a) to (p)
above, the Company may take any or all of the following measures, without notifying such
Users in advance:
(a) limit usage of the Application;
(b) terminate the Agreements and remove such Users; and
(c) take any other measures which the Company reasonably deems necessary.
Article 10 (Termination for Cause)
1. The Company may unilaterally terminate the Agreements with Users and delete the user
registration if such Users fall under any of the following categories:
(a) if information registered by the Users contains false information;
(b) if a User or Users have been deleted from the user registration before;
(c) if a person including a User’s heirs inform the Company of such User’s death or if the
Company confirms such User’s death;
(d) if a minor uses the Application without the consent of the minor’s legal representative;
(e) if an adult under guardianship, a person under curatorship, or a person under other similar
assistance uses the Application without the consent of his or her adult guardian, curator or
assistant;
(f) if Users do not respond to the Company’s request promptly; and
(g) if the Company deems it necessary to terminate the Agreements with Users.
2. With respect to paragraph 1 of this Article 10, the Company may unilaterally terminate the
Agreements with such Users and delete the user registration by giving notifications to such
Users no later than thirty (30) days before such termination. A User may unilaterally terminate
the Agreement and delete the user registration by following the procedures stipulated by the
Company on the month of the effective termination date, if the User wishes to delete the user
registration.
Any User whose registration has been deleted in accordance with paragraph 1 or 2 of this
Article 10 shall forfeit the benefit of time at the time of deletion of the user registration and
shall immediately fulfill all obligations owed to the Company.
Article 11 (No Guarantee and Disclaimer)
1. The Company makes no warranty, express or implied, as to the functionality, merchantability,
completeness, accuracy and validity of the functions provided and any other information
provided in the Application that are suitable for the specific purpose of the User, and that there
are no errors, bugs, defects or security defects. In addition, the Company does not guarantee
that the Application will not be interrupted, aborted, or otherwise failing.
2. The Company does not guarantee that the Application will be compatible with all Users'
terminals. Even if the Company recommends the OS version, the Application may not work
properly depending on the device.
3. During use of Application by Users, transition may sometimes occur from the Application to
other relevant Application operated by a third party (“External Application”). In this case, Users
must agree to the terms and conditions, including the terms of use, of such External Application,
and use of the Application and such External Application by the Users at their sole
responsibility. The Company does not make any guarantee that the contents of External
Application are complete, accurate or valid.
4. The Company is not obliged to compensate any Users for any damage such Users may incur
due to their failure to change the information registered in the Application.
5. Users must use the Application within the scope permitted by all applicable laws and
regulations. The Company will not be responsible for any breach of laws or regulations of any
country, including Japan, by Users.
6. The Company will not be responsible for any damage caused by loss of User Information due to
unforeseen acts, including unlawful access by any third party.
7. The Company will not be responsible for any non-performance of a part or all of obligations
under the Agreements due to force majeure events beyond the Company’s control, including an
act of God, fire, labor strike, trade suspension, war, civil war, and outbreak of an infectious
disease.
8. The Company will not be responsible for any problem that occurs between the Users or third
parties (which is related or not related to the Application) in connection with usage of the
Application. Such Users must resolve such problem with other Users or third parties at their
sole cost and expense.
Article 12 (Damages)
1. Users must compensate the Company for any damages arising from any breach of these Terms
of Use or use of the Application (including lost profit and attorneys’ fees).
2. Notwithstanding other provisions of this Terms of Use and subject to paragraph 3 of this Article
12, if the Company causes damages to Users for a reason attributable to the Company, the
Company’s compensation for such damages will be limited to the following amount:
(a) if the damages are caused by the Company’s willful misconduct or gross negligence: the
total amount of such damages; or
(b) if the damages are caused by the Company’s negligence other than gross negligence:
ordinary damages which are caused actually and directly by such negligence (excluding
special damages, lost profit, indirect damages and attorneys’ fees) or 10,000 yen,
whichever is lower.
3. Notwithstanding paragraph 2 of this Article 12, if a User is a corporation or uses the
Application for its business purpose, the Company shall not be responsible for any damage
incurred by such User in connection with the Application, except for gross negligence or willful
misconduct by the Company.
Article 13 (Elimination of the Application)
1. The Company may eliminate the Application at its sole and reasonable discretion.
2. In the case of paragraph 1 of this Article 13, the Company will not be responsible for any
ensuing damage unless the Company causes such damage by its willful misconduct or gross
negligence.
Article 14 (Confidentiality)
1. Users and the Company must strictly and appropriately manage any confidential information
(including know-how of the Application, information of the Company’s systems, and any
technical or business confidential information) of the other party, and must not disclose, provide
or divulge such confidential information to any third party without the prior written consent of
the other party.
2. The following items shall not be considered Confidential Information:
(a) any information that the receiving party already has in its possession at the time of
disclosure;
(b) any information that is publicly known at the time of disclosure or becomes publicly
known by no fault of the receiving party after such disclosure;
(c) any information lawfully obtained from a third party after the disclosure by the disclosing
party;
(d) any information developed or created independently of disclosed Confidential Information;
and
(e) any information required to disclose by law or pursuant to a court order.
3. Upon the other party’s request or the termination of Agreements, Users and the Company must
return confidential information to the other party, or destroy confidential information, without
delay in accordance with the other party’s instructions and must not use such confidential
information thereafter.
4. The Company may use Users’ confidential information for the purpose of providing the
Application.
Article 15 (Exclusion of Anti-Social Forces)
1. Users and the Company respectively represent and warrant that they are not a gang, a gang
member, an individual that left a gang within the last 5 years, a quasi-member of a gang, a gang
affiliate or group, soukaiya, a blackmailer camouflaged as a social movement activist, a special
intelligent violent group, or any other groups or persons equivalent to any of the above
(hereinafter referred to collectively as the “Anti-Social Forces”) and that Users do not fall under
any of the following categories, and warrant that Users will not fall under any of the following
categories in the future:
(a) Users have relationships where Anti-Social Forces are recognized to control the
management;
(b) Users have relationships where Anti-Social Forces are recognized to be substantially
involved in the management;
(c) Users have relationships in which such Users are recognized to be using illegal Anti-Social
Forces; for example, for the purpose of acquiring wrongful gain for itself or a third party,
or for the purpose of inflicting damage on a third party;
(d) Users provide funds or benefits to Anti-Social Forces; or
(e) Users’ officers or persons substantially involved in its management have socially
reprehensible relationships with Anti-Social Forces.
2. Users and the Company respectively warrant that they will not engage in any of the following
actions, either by themselves or through the use of a third party:
(a) violent demands;
(b) unlawful and unjust demands;
(c) threatening behavior or use of violence in connection with Agreements;
(d) spreading rumors, damaging the reputation of the Company by using fraudulent means or
force, or obstructing the service of the Company; and
(e) any other actions equivalent to any of the foregoing.
3. If Users or the Company fall under any of the categories in paragraph 1 of this Article 15,
conduct any actions as set forth in paragraph 2 of this Article 15, or make any false statement
concerning their representations and warranties as set in paragraph 1 of this Article 15, the nonbreaching party may terminate the Agreements without any written notice, regardless of any
ground attributable to the Company.
4. Users acknowledge and agree that if the Company terminates the Agreements in accordance
with paragraph 3 of this Article 15, the Company will not be responsible to compensate Users
for any damage caused by the termination of Agreements.
Article 16 (Enquiry)
1. The Company will use its reasonable efforts to answer Users’ enquiries concerning the
Application. However, the Company will not be obliged to make such answer, unless otherwise
obliged by laws, regulations, or these Terms of Use.
2. The Company will not be obliged to explain the reason for not answering any specific enquiries
from a User.
Article 17 (Prohibition of Assignment of Status)
Neither Users nor the Company may, without the prior written consent of the other party, transfer
the contractual status under the Agreements or these Terms of Use to a third party, assign or
transfer all or part of its rights and obligations under the Agreements or these Terms of Use to a
third party, or encumber its rights under the Agreements or these Terms of Use as collateral;
provided, however, that this does not apply in case of share transfer, business transfer, merger,
company split, and other structural reorganization.
Article 18 (Personal Information)
The Company will handle personal information in connection with the Application, pursuant to
“Privacy Policy” stipulated by the Company. Users agree that the Company will handle their
personal information in accordance with such Privacy Policy.
Article 19 (Severability)
1. If a provision of these Terms of Use is held invalid under any applicable law, such invalidity
will not affect any other provision of these Terms of Use that can be given effect without the
invalid provision.
2. If a provision of these Terms of Use is held invalid under any applicable law in relation to a part
of Users, such invalidity will not affect any provision of these Terms of Use in relation to the
other Users.
Article 20 (Measures against Breach)
1. If Users find any act of breaching these Terms of Use, Users must inform the Company of such
breach.
2. Users may not file any objection to the Company’s measures against any act of breaching these
Terms of Use.
Article 21 (Term)
The Agreement is valid from the execution date of such Agreement until the user registration is
deleted; provided, however that the provisions of Article 8 (Intellectual Property Rights), paragraph
3 of Article 10 (Termination for Cause), Articles 11 (No Guarantee and Disclaimer) to 13
(Elimination of the Application), paragraphs 3 and 4 of Article 15 (Exclusion of Anti-Social
Forces), Article 17 (Prohibition of Assignment of Status), Article 19 (Severability), this Article 21
(Term), Article 23 (Governing Law) and Article 24 (Jurisdiction) will survive the termination of the
Agreement and will remain in full force and effect after the termination of the Agreement.
Article 22 (Amendment)
1. The Company may amend these Terms of Use in accordance with Article 548-4 of the Civil
Code of Japan in any of the following events:
(a) if the amendment to these Terms of Use aligns with the general interest of Users; or
(b) if the amendment to these Terms of Use does conflict with the purpose of the Agreements,
and it is reasonable in light of the circumstances concerning the amendment such as the
necessity of the amendment, the appropriateness of the details of the amended conditions,
and the details of such provisions.
The amended Terms of Use will apply to the Agreements.
2. If the Company intends to amend these Terms of Use, the Company will specify the effective
date of such amendment, and notify the Users of its intention to amend these Terms of Use, the
details of the amended terms of these Terms of Use, and the date of such amendment, by a
method designated by the Company in no later than two (2) weeks before such amendment
3. Notwithstanding paragraph 1 and 2 of this Article 22, Users will be deemed to have agreed to
such amendment if Users do not cease the use of Application or do not terminate the
Agreements upon receiving such notification from the Company.
Article 23 (Governing Law)
These Terms of Use will be governed by and construed in accordance with the laws of Japan.
Article 24 (Jurisdiction)
Any dispute between Users and the Company will be adjudicated in the Nagoya District Court.
Article 25 (Miscellaneous)
1. Users must follow any rules separately stipulated by the Company regarding any matter not
covered in these Terms of Use. In this case, such rules will constitute as an inseparable part of
these Terms of Use.
2. Rules as stipulated in paragraph 1 of this Article 25 will be effective the moment such rules are
published or announced on the place designated by the Company.
3. If there is any conflict between such rules as stipulated in paragraph 1 of this Article 25 and
these Terms of Use, these Terms of Use will prevail.
Supplementary provisions
Established and affective on
April 15th, 2022