ClipLine Terms of Use for Customers

(1) “Administrator” shall mean a User who is granted an administrative right by CL with respect to the Service and the Software pursuant to this Terms of Use.

(2) “Agent” shall mean the agent who deals with the application for, and the after-sales service of, the Service and is approved by CL in advance.

(3) “Agreement” shall mean the agreement made by and between CL and the Customer in order for the Customer to receive the Service from CL.

(4) “Anti-social Force Member” shall mean the Anti-social Force Member as provided in Section 14.1 of this Terms of Use.

(5) “Application Form” shall mean the Application Form as provided in Section 4.1 of this Terms of Use.

(6) “Business Day” shall mean a day other than Saturday, Sunday, national holidays (as provided in the Act on National Holidays in Japan) and other non-business days of CL as determined by CL.

(7) “CL” shall mean ClipLine, Inc.

(8) “Clip Production Service” shall mean, as a part of the Service, our service of taking and editing Contents and providing such Contents to the Customer or the User.

(9) “Confidential Information” shall mean the Confidential Information as provided in Section 12.1 of this Terms of Use.

(10) “Contents” shall mean videos, pictures, audio, texts, graphics, logos, button icons, letters, and all other data uploaded to the servers by CL, the Customer, the User or any third party from time to time in order to be used on the Software.

(11) “Contract Addition” shall mean the Contract Addition as provided in Section 4.5 of this Terms of Use.

(12) “Contract Term” shall mean the Contract Term as provided in Sections 20.1 and 20.2 of this Terms of Use.

(13) “Customer” shall mean the person or entity, as a party to the Agreement,  who is provided with the Service from CL upon the execution of the Agreement.

(14) “Disclosing Party” shall mean the Disclosing Party as provided in Section 12.4 of this Terms of Use.

(15) “Estimate” shall mean the valid estimate issued by CL to the Customer in relation to the relevant Service.

(16) “ID” shall mean a login ID to use the Software, and, unless otherwise CL specifically approves, an ID shall be issued for each of the Customer’s access points to the Software.

(17) “Intellectual Property Rights” shall mean the Intellectual Property Rights as provided in Section 7.1 of this Terms of Use.

(18) “Posted Contents” shall mean videos, pictures, audio, texts, or comments, and so forth posted by the User at the time of use of the Service.

(19) “Provided Information” shall mean the information input by the User on the Software through the terminal equipment or the information otherwise provided by the User to CL (including, but not limited to, the Posted Contents) with respect to the use of the Software or the Service.

(20) “Receiving Party” shall mean the Receiving Party as provided in Section 12.3 of this Terms of Use.

(21) “Registered Information” shall mean the Registered Information as provided in Section 4.1 of this Terms of Use.

(22) “Service” shall mean the Service as provided in Section 1.1 of this Terms of Use.

(23) “Service Fee” shall mean the fee, regardless of its name, to be charged by CL to the Customer in consideration of CL’s provision of the Service.

(24) “Software” shall mean the application software or the web-service “ClipLine” and its related software to be provided by CL.

(25) “Taxes” shall mean any taxes, dues, customs duties, or any other kind of government levies similar to the aforementioned imposed by a country or municipality, regardless of their names.

(26) “Terms of Use” shall mean this ClipLine Terms of Use for Customers.

(27) “User” shall mean the person who is, upon designation by the Customer, granted to use the Service and the Software by CL in accordance with this Terms of Use and the Agreement.

(28) “User Terms of Use” shall mean the User Terms of Use as provided in Section 1.3 of this Terms of Use.

3.1 CL shall provide Service to the Customer.

3.2 The details of the Service to be provided to each Customer shall be in accordance with the terms provided in the Application Form.  Unless otherwise agreed in the Agreement, the Contents shall only be provided to each User on the Software and not in any other media or format.

3.3 The access to the Contents through the Software depends on the terminal equipment and the internet access environment of each User.  CL shall not guarantee any terminal equipment or the internet access environment of each User.

4.1 Any person or entity who wants to apply for the use of the Service shall, based on this Terms of Use and the relevant Estimate, apply for the use of the Service by filling in the service application form to be specified by CL and submitting it by itself or through an Agent to CL (the Estimate and the service application form collectively referred to as the “Application Form”).  In addition, the Customer shall provide CL with information which is required for CL to provide the Service (the “Registered Information”) without delay after applying for the use of the Service.

4.2 The Agreement shall be deemed to be executed at the time the Application Form is submitted to CL by the Customer pursuant to the provisions of Section 4.1 hereof; provided, however, that, in the event that CL objects to the Customer’s application without delay after such application, the Agreement shall become retroactively invalid from the time of such application.

4.3 With respect to any provisions of this Terms of Use, if otherwise specifically provided for in the Application Form, the terms of the Application Form shall take precedence over the provisions of this Terms of Use.

4.4 The Service shall begin upon notification of the start of the Service by CL in compliance with the terms prescribed in the Application Form.

4.5 In the event that the Customer increases the number of any IDs during the Contract Term, such IDs shall be deemed to be added to the Agreement upon commencement of use of such additional IDs (the “Contract Addition”).  The Contract Addition shall be reflected in the Service Fee to be claimed by CL. The number of IDs may not be decreased during the Contract Term.

5.1 CL provides the Service based on the Registered Information.  CL shall not be responsible for not being able to provide the Service due to any errors in the Registered Information (the Service Fee shall be incurred even in such case.).  Unless specifically approved by CL, the Customer may not use the same ID at different access points.

5.2 With respect to the Clip Production Service, when the Customer does not express any objection to CL regarding the Contents received from CL within 5 Business Days after receiving a CL’s notification stating the completion of the provision of such Contents (unless otherwise expressly stated in the Agreement, the Contents may be provided in any manner, including, but not limited to, the provision via the Software or any other medium, etc.), such Contents shall be deemed to be accepted as of the end of the said 5-Business Day period, and the Clip Production Service in regard to such Contents shall be deemed to be complete.

5.3 In case that the period for the provision of the Clip Production Service is limited under the Agreement, such Clip Production Service shall be deemed to be completed as of the end of such period regardless of whether or not all or any part of the Clip Production Service agreed in the Agreement is actually provided, and all or any part of the Service Fee for such Clip Production Service shall not be refunded.

6.1 In respect to the Service Fee, the Customer shall pay the amount provided in the Estimate in the manner and the currency designated by CL and by the due date designated by CL.

6.2 The Service Fee described in the Estimate does not include any Taxes, and the Customer shall be responsible for the payment of all such Taxes related to the use of the Service.  In the event of new implementation of any Taxes or of any changes in the rates of any Taxes during the Contract Term, such new Taxes or such new rates of Taxes shall apply.

6.3 If the Customer fails to pay the Service Fee once or more than once, or falls under any Items provided in Section 21.1 or 21.2 of this Terms of Use, the Customer shall lose the benefit of term in relation to any amount payable under the Agreement and shall immediately pay all remaining Service Fee.

6.4 CL shall never refund the Service Fee paid by the Customer, unless otherwise provided in laws and regulations, this Terms of Use, or the Agreement.

6.5 In case that any payment of the Service Fee cannot be confirmed, the Customer shall, upon CL’s request, immediately pay such unpaid amount and the delinquent charge at an annual rate of 14.6% on such unpaid amount in the manner designated by CL.  In such case, CL may take any necessary procedures to suspend or cancel the Service.

7.1 All patent rights, utility model rights, design rights, trademark rights, copyrights, rights under the Unfair Competition Prevention Act, and all other property or personal rights (the “Intellectual Property Rights”) concerning the Software or the Service shall belong to CL or a provider of the relevant Contents.  The Customer, with respect to all or a parts of the Software, shall not attempt to analyze by reverse engineer, decompile or reverse compile, disassemble, or other methods.

7.2 The intellectual property rights including copyrights, proprietary rights, and all other rights with respect to all materials and information (including the Contents that CL provides the Customer and the User after filming and editing as a part of our Service) which either the Customer or CL provides the other party in relation to the Service, shall belong to and are reserved by the party that provides such materials or information.

7.3 All Contents provided through the Software shall be the properties of CL or the providers of the Contents and are protected by the Copyright Act and other international law pertaining to copyrights.  Unauthorized copying and replication of the Contents provided through the Software shall be strictly prohibited.

7.4 CL grants the Customer the nonexclusive license to use the Service, the Software and the Contents, provided that the User shall comply with this Terms of Use (any transfer or any sublicensing of such license shall be prohibited).  Such license shall not include any right to resell, to use for commercial purposes, and to use for any other secondary application of the Software or the Contents.  In the event that the Customer use the Service, the Software or the Contents in violation of this Terms of Use and any other applicable terms and conditions for use, CL, at its sole discretion, may cancel the license at any time without any prior notice.

7.5 The copyrights of the Posted Contents posted by a User shall be reserved by such User or the original right holder of such Posted Contents; provided, however, that, unless otherwise expressly stated in the Agreement, the Customer, for itself or for its User, shall grant CL nonexclusive and free-of-charge rights including  sub-licensable rights to use, copy, amend, adapt, publish, translate, create secondary work, distribute, or show such Posted Contents posted by a User, given that CL complies with the confidentiality obligations provided in Section 12.1.  The Customer shall not cause such User to exercise their moral right against CL or any third party that is granted to use such Posted Contents by CL.  The Customer represents and covenants to CL that it holds the necessary rights to their User for such grants.

8.1 CL may monitor, from time to time, the Posted Contents, in compliance with the applicable laws and regulations, this Terms of Use, the User Terms of Use or CL’s privacy policy; provided, however, that CL shall not be obliged to manage and/or supervise the details, the handling and so forth of the Posted Contents.

8.2 In the event that the Posted Contents violates the Terms of Use, CL may delete such Posted Contents or take any other measures (including legal measures) necessary at any time without any notification, requisition, or disclosure of grounds against the Customer or the User who posted such Posted Contents, and CL shall not be liable for any damages incurred by the Customer or such User resulting from such measures taken; provided, however, that CL shall not be obliged to delete such Posted Contents.

9.1 CL shall neither guarantee that the Provided Information will not be lost or damaged during the period of use of the Service nor be responsible for any loss or damage incurred by the Customer, User, or any third party from such loss or damage in any case.

9.2 In the event that the Contract Term is terminated for any reasons, CL shall not provide any means to store, including download and so forth, the Provided Information to the Customer at the time of such termination unless otherwise agreed to in the Agreement.

9.3 CL may freely publicize and/or use any information related to use of the Software and the Service by the User (including, but not limited to, the Provided Information) in a manner that will not allow identification of an individual or entity, such as processing the information into statistical data, and so forth.

10.1 Each User is required to create an account and register a password when using the Service.  The Customer and User shall be responsible for managing such account and password and maintaining their confidentiality.  The Customer shall promptly report to CL of any information leakage of such account or password or the risk thereof to any third party.

10.2 If the Service is logged into and used by inputting an account and password registered by the User, CL may deem that such User him/herself is using the Service.

10.3 The Customer may not request compensation from CL for any expenses (including, but not limited to, expenses for a cause-finding investigation, preventive measures, legal counseling, and claim handling), loss, and damage incurred by temporary suspension of use or termination of use of the Service or Software and so forth, due to theft, loss, or illegal use by any third party of any account and password regardless of whether it is caused intentionally or through negligence of the User.

CL shall, with respect to the handling of the private information provided to CL in relation to the Service, take necessary and appropriate measures in compliance with the Act on the Protection of Personal Information (Act No. 57 of. 2003, as amended) and CL’s privacy policy.

12.1 Neither the Customer nor CL shall copy, reproduce, destroy, alter, or disclose or leak to a third party the information disclosed by the other party in connection with the use of the Service (the “Confidential Information”) without prior written consent of the other party, and shall not use such Confidential Information for purposes other than those stipulated in this Terms of Use and the Agreement; provided, however, that any information falling under any of the following Items shall not constitute Confidential Information:

(1) any publicly known information at the time of disclosure by the other party;

(2) any information that becomes publicly known after the disclosure by the other party without any fault of the receiving party;

(3) any information that is lawfully obtained by the receiving party from a third party incurring no confidentiality obligation; or

(4) any information that the party proprietarily developed without reference to the information disclosed by the other party.

12.2 Regardless of the provisions of Section 12.1, in the event that CL subcontract all or a part of its obligations related to the Service to any third party pursuant to the provisions in Section 24, CL may disclose the Confidential Information to the third party to the extent necessary for the subcontract; provided, however, that, in such case, CL shall have the third party owe confidential obligations similar to those provided in this Section 12.

12.3 The party who receives the Confidential Information (the “Receiving Party”) shall have the duty to perform as the Receiving Party with due care of a prudent manager against any risk of illegal access to or loss, destruction, alteration or leakage of the Confidential Information.

12.4 The Receiving Party shall, upon request by the party who discloses the Confidential Information (the “Disclosing Party”), immediately return all the Confidential Information (including any duplicates of the Confidential Information) to the Disclosing Party or dispose of it in accordance with the directions of the Disclosing Party in a manner with due consideration against the risk of the leakage of the Confidential Information.

12.5 Notwithstanding the provisions of Section 12.1, in the event that the disclosure of the Confidential Information is duly ordered by the government of the country or other public authorities, the Receiving Party may disclose such Confidential Information to such public authorities; provided, however, that the Receiving Party shall notify the Disclosing Party of the fact of receiving such order without delay and, to the extent possible, attempt to preserve confidentiality of the Confidential Information.

12.6 Notwithstanding the provisions of this Section 12, in the event that the Posted Contents posted by the User include the Confidential Information, such User shall be deemed as having disclosed such Posted Contents to the other Users who are entitled to view such Posted Contents.  Even if any loss or damage occurs to the Customer or User by the disclosure to such other Users or by further disclosure or leakage to a third party by such other Users, CL shall not be liable for such loss or damage.

12.7 Notwithstanding the provisions of this Section 12, unless otherwise expressly requested by the Customer, CL may publicize the fact that the Customer uses the Software and the Service on the website introducing the Software and/or the Service, or in any promotional videos, or any other promotional materials, and so forth.

12.8 The Customer shall, in accordance with the request from CL, agree to grant CL the use of logo and trademark of the Customer for free to the extent necessary for the publicity described in the precedent Section.  CL may ask the Customer to cooperate to the extent commercially reasonable with the promotional activities of CL for the Software or the Service.

13.1 The Customer, upon the use of the Service, may not conduct any act that falls under or may fall under any of the following Items, and the Customer may not cause the User who is registered upon designation of the Customer to conduct such act:

(1) criminal acts or acts that lead to criminal acts;

(2) acts that infringe upon the copyrights, trademark rights, other intellectual property rights, privacy rights or honor and so forth, of CL or any third party;

(3) acts that discriminate or defame CL or any third party;

(4) acts that obstruct the operation of the Service such as unauthorized access to the Software or the systems necessary for the provision of the Service;

(5) acts that use the Software or Contents in its entirety or partially, without the authorization of CL, by replicating, reprinting, copying, transmitting, accumulating, selling, publishing, or any use beyond the scope of personal use by the User;

(6) acts that utilize the Software or the Service in order to develop and/or improve any services which may compete with the Service;

(7) acts that sublicense, transfer, or offer as collateral the license to the Software to any third party;

(8) acts that reverse engineer, decompile or reverse compile, or disassemble the Software, or any acts equivalent thereto;

(9) acts that jeopardize the credit of CL or any third party;

(10) acts that use the Software or the Service by impersonating someone other than self;

(11) acts that violate the laws and regulations, public order, or this Terms of Use;

(12) acts that use the Software or the Service in a manner other than authorized by CL;

(13) acts that create nuisance to CL or any third party; and

(14) any other acts that CL considers inappropriate.

13.2 The Customer may not cause its designated Administrator, upon use of the Service, to conduct any act that falls under or may fall under any of the following Items as well as the Items provided in the preceding Section 13.1:

(1) acts that use information, such as private information of others, acquired through the privilege of the Administrator for any purposes other than those necessary for using the Software or the Service;

(2) acts that use the Software or the Service by using the privilege of the Administrator and impersonating someone other than self; and

(3) acts that abuse the privilege of the Administrator.

13.3 In the event that the User or the Administrator violates the provisions of Section 13.1 or Section 13.2, or performs any acts CL deems inappropriate in operating the Service, CL may take any measures (including legal measures) required to prevent such acts of such User or Administrator, including any measures necessary to suspend the use of the Software or the Service by such User or Administrator, to suspend the use of or delete the account of such User or Administrator, or to demand compensation for damage, and so forth, at any time without any notification, requisition, or without disclosing the grounds upon which such measures are being taken against such User or Administrator.  CL shall not be responsible for any damages incurred by the User or Administrator arising from such measures taken or for taking such measures.  CL shall not be obligated to take such measures.

13.4 In the event that any dispute arises between CL and any third party in respect to the use of the Service by the User who is registered upon designation of the Customer, the Customer shall indemnify CL fully and completely, and promptly resolve such dispute at its own responsibility and expense according to the request by CL and report to CL the progress in a timely manner. In such cases, if CL is forced to pay the damages to such third party, the Customer shall compensate CL for the amount paid or born by CL and all expenses required for the resolution (including, but not limited to, fees of legal counsel).

14.1 The Customer and CL shall represent and covenant that none of the aforementioned is now currently an organized crime group, a member of any organized crime group, a person that is within five (5) years of the date on which he/she no longer is a member of the organized crime group, a quasi-member of any organized crime group, a company affiliated with any organized crime group, a corporate racketeer known as “sokaiya” or other blackguard involved in a public campaign or organized violence group with special intelligence, or any other person or entity similar thereto (collectively, the “Anti-social Force Member”) or falls under any one of the following, and further covenants that neither the Customer, User, nor CL will fall under any one of the following in the future:

(1) that it has any relationship by which it is concluded that its management is controlled by the Anti-social Force Member;

(2) that it has any relationship by which it is concluded that the Anti-social Force Member substantially participates in its management;

(3) that it has any relationship by which it is concluded that it is illegally utilizing the Anti-social Force Member, such as acting with the intent to acquire a wrongful gain for itself, himself/herself or any third party or cause any third party damage;

(4) that it has any relationship by which it is deemed to be involved with the Anti-social Force Member by certain conducts such as providing them with funds or benefit; and

(5) that any of its officers or any person who substantially participates in the management has any socially reprehensible relationship with the Anti-social Force Member.

14.2 The Customer and CL shall hereby covenant that none of the aforementioned shall perform any act falling under any one of the following directly or through the use of any third party:

(1) acts amounting to making a demand with violence;

(2) acts amounting to making unreasonable demands beyond lawful responsibilities;

(3) acts with any threatening behavior or violence in relation to a transaction;

(4) acts injuring the reputation and trust of the other party or hindering the business operation of the other party by spreading untrue information or utilizing fraudulent means or threat; and

(5) other acts similar to each of the foregoing.

15.1 If there is any of the following events, CL may suspend the whole or a part of the Service, and CL shall never be liable for any damage incurred by the Customer, the User or any third party from such suspension:

(1) when we need to conduct scheduled or emergency system maintenance or inspection of the systems through which the Software or the Service is provided (including such maintenance or inspection due to the changes in specifications of the service provided by any third party);

(2) when the provision of the Software or the Service becomes difficult or impossible due to fire, power outage, elements of nature or acts of God, and so forth;

(3) when the provision of the Software or the Service becomes difficult or impossible due to wars, civil wars, riots, disturbances, labor disputes, epidemic, and so forth;

(4) when CL deems it difficult or impossible to continue providing the Software or the Service due to any failure of the systems through which the Software or the Service is provided, any unauthorized access by any third party, or infection with computer viruses;

(5) when CL deems it difficult or impossible to continue providing the Software or the Service due to measures taken in accordance with governing laws and regulations;

(6) when CL deems it difficult or impossible to continue providing the Software or the Service due to a suspension or termination of the service provided by any third party (including, but not limited to, maintenance, changes in specifications, and any suspension due to defective repair); and

(7) any other events which CL deems unavoidable.

15.2 Notwithstanding Section15.1, CL may, at any time, subject to an advance notice to the Customer with a reasonable period, revise, add, change, or delete the whole or a part of the Software or the Service, and CL shall never be liable for any damage incurred by the Customer, the User, or any third party from such revision, addition, change or deletion.

15.3 When any suspension pursuant to Section 15.1 or any other problem of the Service occurs or may occur, CL shall notify the Customer and the User of such suspension or problem without delay.

In the event that the Customer, the User, or the Administrator falls under any of the following Items, CL may, without notice to the Customer, relevant User or Administrator, immediately revoke the license or administrative authorization granted to such User or Administrator, suspend the use of the account of such User or Administrator, or temporarily suspend the provision of the Service to such User or Administrator:

(1) when instructed by the Customer;

(2) when the Customer, the User or the Administrator breaches any provisions of the Agreement, this Terms of Use or the User Terms of Use (including the covenants in Section 14);

(3) when the Customer, the User or the Administrator discredits CL;

(4) when an order of attachment, provisional attachment, provisional disposition, or disposition due to unpaid taxes is issued, or a petition for the commencement of bankruptcy proceedings, special liquidation proceedings, civil rehabilitation or receiver proceedings, or any similar proceedings related to bankruptcy is received or filed by the party;

(5) when a disposition of dishonored bills or checks is received or a party otherwise becomes insolvent;

(6) when the whole or any material part of the business is transferred or assigned to any other person or entity;

(7) when a major change in the business environment occurs due to merger, acquisition, and so forth;

(8) when solvency becomes doubtful;

(9) when the business is relinquished or it commences liquidation proceedings;

(10) when any loss is inflicted on CL or any action that may inflict loss on CL is taken;

(11) when CL deems the use of the Service by the User might affect the credit and so forth of CL or the Service due to the troubles attributable to the User or claims from any third party;

(12) when CL deems inappropriate based upon its trade criteria;

(13) when CL deems any provisions under this Terms of Use is unable to be performed by the Customer, the User or the Administrator; and

17.1 CL shall provide the Service including the Software and the Contents as is.  CL disclaims all warranties to the Customer with respect to each of the following:

(1) prevention from happening of any malfunctions or failures in the system environment of the User resulting from the use of the Service.

(2) recency, accuracy, integrity, continuity, fitness for purpose, or usefulness of the Service.

17.2 CL shall provide the Service with an encrypted link using SSL technology.  The Customer shall acknowledge such level of security.

17.3 When the User uses the Service, system environment of the User such as the terminal equipment, the operating system, and user system environment such as web browsers and so forth recommended by CL shall be as stated in CL’s service introduction website or anywhere otherwise notified by CL, and any utilization or malfunction in environments other than such environment as recommended by CL shall not be subject to CL’s support.

17.4 CL may contact each User via telephone or by other means or it may record the User’s operational status of the Software and make use of such recorded material in order to monitor usage status of the Service and to improve its service.  Furthermore, in order to improve its telephone correspondence, CL may record its telephone correspondence with a User and make use of such recorded call.  The Customer shall acknowledge of and agree with such recordings in advance.

In the event that CL causes damage to the Customer or officers and/or employees of the Customer in relation to this Agreement and compensates such damage, the total amount of such damage shall be no greater than the total amount paid by the Customer to CL as the Service Fee from the time of the execution of this Agreement to the time of compensation.

19.1 CL, in any event, shall not be liable for any loss of profits, indirect damages, punitive damages, or any other special damages incurred by the Customer from the use of the Service.

19.2 CL shall not be responsible for any disputes arising between the Customer and any third party due to use of the Service.

19.3 The Customer shall indemnify and hold CL harmless with respect to the obligation, damage, or expenses (including, but not limited to, legal expenses) of CL caused by the action or omission of the Customer or the User registered upon designation of the Customer.

20.1 The Contract Term shall be as follows:

(1) In case that no contract term is provided in the Application Form, the Contract Term shall be the period from the time of the execution of the Agreement to the end of the month in which one (1)-year-period has elapsed from the execution of the Agreement.

(2) In case that a contract term is provided in the Application Form, the Contract Term shall be such term.

20.2 The Contract Term shall be automatically renewed and extended for another period of one (1) year under the same terms and conditions, unless the Customer notifies CL in writing and in the manner designated by CL to reject the renewal or to offer any amendments to the terms and conditions of the Agreement no later than three (3) months prior to the expiration of the Contract Term, and the same shall apply to any subsequent period thereafter.  In case of any Contract Addition, the original Contract Term prior to such Contract Addition shall also apply to such Contract Addition.

20.3 The Customer may not cancel the Agreement during the Contract Term after the execution of the Agreement.  In the event of the cancellation of all or a part of the Agreement for any reason attributable to the Customer or of the termination of the Agreement due to any ground attributable to the Customer, the Customer shall pay CL the Service Fee for the period till the expiration of the Contract Term as a cancellation charge.  If the Customer has already paid the Service Fee, such paid Service Fee shall be applied to such cancellation charge, and if there is any shortage in payment of the cancelation charge, the Customer shall immediately pay CL the amount of such shortage.

20.4 In the event that CL faces difficulties in continuing the Service, CL may terminate the Agreement by notifying the Customer.

20.5 Even in the event of termination of this Agreement, for whatever reason, those provisions set forth in Section 2 (Definitions), Section 7 (Intellectual Property Rights), Section 9 (Loss or Damage of Provided Information), Section 11 (Privacy Policy), Section 12 (Confidentiality), Section 18 (Damage), Section 19 (Indemnities), Section 22 (Communication), Section 25 (Transfer or Assignment), Section 26 (Entire Agreement), Section 27 (Severability), Section 28 (Governing Law), Section 29 (Exclusive Jurisdiction), Section 30 (Mutual Consultation) and this Section 20.5 shall survive and continue after any termination of the Agreement to the extent necessary for the nature of each provision.

21.1 Notwithstanding  Section 20.1, in the event that either the Customer or CL breaches any terms of the Agreement, the non-breaching party may demand immediate correction of such breach in writing.  If such breach is not corrected within two (2) weeks of the receipt of such writing by the breaching party, the non-breaching party may immediately terminate the Agreement; provided, however, that, if the non-breaching party reasonably determines that such breach is material and cannot be corrected, the non-breaching party may immediately terminate the Agreement without any notice to the breaching party.

21.2 Notwithstanding the provisions of Section 21.1, either the Customer or CL may immediately terminate the Agreement with a prior written notice if the other party falls under any of the following Items:

(1) any self-issued or accepted check or bill is dishonored, or its payment is suspended;

(2) any business license is revoked, suspended, or any other similar disciplinary action is taken by any regulatory agency;

(3) any petition for a provisional attachment, an attachment, a compulsory disposition, or a public sale is filed against the party, or a disposition with respect to unpaid taxes is received;

(4) any petition for commencement of bankruptcy proceedings, special liquidation proceedings, civil rehabilitation proceedings or corporate reorganization proceedings, or any similar bankruptcy proceedings is filed against or by the party;

(5) any dissolution of the party not due to a merger or a discontinuation of business is resolved;

(6) the condition of asset or credit of the party is materially deteriorated or may be considered to become materially deteriorated based on a reasonable ground;

(7) the party acts to materially dishonor or discredit the other party;

(8) the Customer violates the prohibition under Section 13.1 or Section 13.2 of this Terms of Use;

(9) the party breaches representations or covenants under Section 14 of this Terms of Use; or

(10) the party is considered unable to perform the duties of this Agreement based on a reasonable ground.

21.3 In the event that CL terminates the Agreement pursuant to Section 21.1 or 21.2, the Customer shall immediately pay CL any unpaid Service Fee and the cancellation fee as described in Section 20.3.

21.4 The termination pursuant to the provisions of this Section 21 shall never prevent the other party from claiming any damages against the party falling under Section 21.1 or any Items under Section 21.2.

The communication from CL to the Customer shall be in the form of postal service letters, emails or posts on the Software screen and so forth that CL deems appropriate.  In the event that such communication is conducted via email, the time when such email is transmitted to the internet shall be considered as the time such email was delivered to the Customer.

The Customer and CL shall respectively notify the other party without delay in case of any changes in the information previously provided to the other party such as its address, name, designated representative, telephone number, email address, and so forth.

CL may subcontract all or a part of its obligations related to the Service to any third party, and the Customer shall agree in advance to such subcontracting.

25.1 The Customer shall not, unless separately set forth in this Terms of Use, transfer, assign, lend or offer as collateral the rights and responsibilities under this Terms of Use or the Agreement without prior written consent of CL.

25.2 In the event that CL transfers or assigns the business related to the Service to another entity, as part of such transfer or assignment, CL may transfer or assign the rights and responsibilities under this Terms of Use or the Agreement and any information provided in relation to the Service to such transferee or assignee, and the Customer shall acknowledge of and agree with such transfer or assignment in advance.  The business transfer or assignment provided in this Section includes all cases such as company splits and any other means to transfer or assign the business.

The Agreement, including any and all provisions and documents referred to in the Agreement or this Terms of Use, constitutes the entire and complete agreement and supersedes all prior written or oral agreements, understandings or communications between the Customer and CL with respect to the subject matter of this Agreement.  In the event of any conflict between the terms of this Agreement and this Terms of Use, the terms of the Agreement shall prevail.

Even if any provision of this Terms of Use is held illegal, invalid, or unenforceable under the applicable laws or regulations or by a court decision, the rest of this Terms of Use shall remain in force.

This Terms of Use and the Agreement shall be governed by the laws of Japan.

Any disputes arising out of or in connection with the Service, the Software, this Terms of Use or the Agreement shall be exclusively submitted to the Tokyo District Court in Japan as the court of the first instance.

With respect to the Service, if any problem arises between the Customer and CL, the Customer and CL shall consult each other in good faith and endeavor to settle such problem.

31.1 In the following cases, CL may, at its discretion, revise this Terms of Use without obtaining any prior consent of the Customer, and, in that event, the Customer shall be deemed to have agreed to such revision.

(1) where such revision of this Terms of Use conforms the general interest of the Customer; or

(2) where such revision of this Terms of Use is not contrary to the purpose of the Agreement and is also considered reasonable in light of the need for such revision, the appropriateness of the details of such revision and other matters concerning such revision.

31.2 When CL revises this Terms of Use pursuant to the provisions of Section 31.1, CL shall notify the Customer of the details and the effective date of such revision prior to such effective date by displaying it on the Software or with other methods separately designated by CL.

32.3 The revision provided in Section 31.1 shall take effect from the effective date determined by CL, and the Service shall be provided in accordance with the terms of such revised Terms of Use after the effective date.  Any Customer who do not agree to the revision to this Terms of Use may not use the Service.

Established on July 1, 2014
Revised on September 29, 2014
Revised on October 1, 2015
Revised on September 1, 2017
Revised on September 6, 2018
Revised on January 10, 2020
Revised on March 31, 2020
Revised on November 25, 2020