Terms of Service

Article 1. Definitions

The following terms are used in these Terms of Service:

1. “User Content” means any and all information, data, content, etc. that a User registers, stores, transmits, displays, distributes, etc. on the Services in connection with their use of the Services.
2. “Organization Owner” means a User who has created an organization on the Services and holds all administrative authority related to such organization.
3. “Terms and Policies” means all documents prepared and directly posted by the Operating Company on the Services under the name of “terms” or “policy,” including these Terms of Service.

Article 2. Consent

1. Users may not use the Services unless they give their valid and irrevocable consent to the Terms and Policies.
2. If a User is a minor, the valid and irrevocable consent of a person with parental authority is required.
3. If a User uses the Services for the benefit of an enterprise, the User may not use the Services unless such enterprise also consents to the Terms and Policies.
4. By actually using the Services, a User shall be deemed to have given their valid and irrevocable consent to the Terms and Policies.

Article 3. Accounts

1. When registering information about themselves in connection with the use of the Services, Users must provide true, accurate and complete information, and must update such information so that it remains current at all times.
2. Users must strictly manage their accounts at their own responsibility so that their accounts are not used in an unauthorized manner. The Operating Company may deem any and all acts performed using a User’s account to be acts of the User him/herself.
3. Users may delete their accounts and withdraw from the Services through operations on the Services.
4. Notwithstanding the provisions of the preceding paragraph, where there are grounds that the Operating Company deems technically or operationally necessary, Users may not withdraw from the Services until such grounds have been resolved.
5. Even after a User has withdrawn from the Services, the Operating Company may retain such User’s information for the necessary period where there are grounds that the Operating Company deems technically or operationally necessary.
6. Even after a User has withdrawn from the Services, the Operating Company may use such User’s information in accordance with Article 12 (Privacy), Paragraph 1.
7. If the Operating Company determines that a User has violated, or is likely to violate, the Terms and Policies, regardless of whether such violation is intentional or negligent, the Operating Company may take measures such as suspending, deleting or modifying the User’s account without prior notice to the User, and shall not be obligated to disclose the reasons for taking such measures.
8. All of a User’s rights to use the Services shall be extinguished at the time their account is deleted, regardless of the reason therefor. Even if a User deletes their account by mistake, the account cannot be restored.
9. A User’s account may not be assigned, lent or shared to or with any third party, except where the express prior approval of the Operating Company has been obtained in writing or by other means.
10. If the Operating Company takes measures such as suspending, deleting or modifying a User’s account pursuant to Paragraph 7 of this Article, the Operating Company shall not bear any responsibility for any damage incurred by such User or any third party as a result thereof, except where willful misconduct or gross negligence is found on the part of the Operating Company.

Article 4. Provision of the Services

1. In using the Services, Users must prepare, at their own expense and responsibility, the personal computers, communication devices, operating systems (OS), means of communication, electric power, and other items necessary for such use.
2. The Operating Company may limit the provision of all or part of the Services to Users who satisfy conditions that the Operating Company deems necessary, such as age, completion of identity verification, possession of registered information, and User attributes.
3. The Operating Company may, where it deems necessary, change all or part of the contents of the Services at any time, without prior notice to Users.

Article 5. Suspension, Interruption and Termination of the Services

1. In any of the following cases, the Operating Company may suspend, interrupt or terminate the provision of all or part of the Services without prior notice to Users:

   1. Where it performs maintenance, inspections or updates of the systems pertaining to the Services;
   2. Where the provision of the Services becomes difficult due to force majeure such as earthquake, lightning, fire, power outage or other natural disasters;
   3. Where the provision of the Services becomes difficult due to war, riot, disturbance, labor dispute or other social unrest;
   4. Where the provision of the Services becomes difficult due to laws and regulations or orders of governmental agencies; or
   5. Where the Operating Company otherwise determines that the provision of the Services is difficult.

2. The Operating Company shall not bear any responsibility for any disadvantage or damage incurred by Users or third parties as a result of the suspension, interruption or termination of the provision of the Services, where the Operating Company is exempted from responsibility pursuant to the provisions of Article 11 or where no willful misconduct or gross negligence is found on the part of the Operating Company.

Article 6. Intellectual Property Rights

1. All intellectual property rights in and to the Services and the various contents provided within the Services shall belong to the Operating Company, the right holders, or third parties licensed by the right holders; provided, however, that the intellectual property rights in and to User Content prepared by Users themselves, other than the various contents provided within the Services, shall be reserved to the Users or to third parties who have granted licenses to the Users.
2. The Services, the contents provided within the Services, and all software used in connection therewith contain proprietary rights protected by laws and regulations concerning intellectual property rights.
3. Users must not reproduce, edit, alter, distribute, post, reprint, publicly transmit, circulate, sell, provide, translate or adapt, or otherwise in any way utilize or use, the Services or the various contents provided within the Services, except where the express prior approval for such utilization or use has been obtained in writing or by other means from the Operating Company or the right holders, or where such utilization or use is permitted under laws and regulations without the approval of the right holders.
4. The Operating Company may automatically generate images, etc. from Users’ User Content, and store, display, distribute, edit, etc. the same, to the extent necessary for the operation and provision of the Services.
5. The Operating Company shall not bear any responsibility for any damage incurred by Users as a result of acts in violation of the preceding paragraphs, except where willful misconduct or gross negligence is found on the part of the Operating Company. In addition, where a User has gained a profit through any such act, the Operating Company shall have the right to claim an amount equivalent to such profit; provided, however, that this shall not apply where the contract between the Operating Company and the User concerning the Services falls under a consumer contract as defined in the Consumer Contract Act.

Article 7. Prohibited Acts

In using the Services, Users must not engage in any of the following acts. In the event of a violation, the User’s account may be suspended or deleted without notice.

1. Acts that violate the Terms and Policies;
2. Acts that infringe trademark rights, patent rights, copyrights or other intellectual property rights, honor rights, privacy rights, publicity rights, or any other statutory or contractual rights;
3. Modifying, changing, altering or adapting the Services;
4. Acts that violate laws and regulations, judgments, decisions or orders of courts, or legally binding administrative measures;
5. Acts that are likely to harm public order or good morals;
6. Acts of impersonating the Operating Company or a third party;
7. Acts of intentionally spreading false information;
8. Acts of assigning or lending an account for the Services to a third party;
9. Acts of receiving the assignment or loan of a third party’s account;
10. Sales, promotion, advertising, solicitation, or other acts for profit-making purposes not approved by the Operating Company;
11. Acts intended to harass or defame other Users;
12. Provision of benefits to, or other acts of cooperation with, anti-social forces;
13. Religious activities or acts of solicitation to religious organizations;
14. Acts that interfere with the servers or network systems of the Services;
15. Acts of accessing the API servers other than through the Services;
16. Acts of improperly manipulating the Services using BOTs, scraping, or other technical means;
17. Acts of disassembling, decompiling, reverse engineering, or otherwise analyzing the source code of the Services;
18. Acts that the Operating Company determines are likely to result in the unauthorized use of credit cards, etc.;
19. Acts of intentionally exploiting defects in the Services;
20. Acts of transmitting to, or posting on, the Services, or through the Services, information that falls under any of the following items:
    1. Information containing computer viruses or other harmful computer programs;
    2. Information containing expressions that defame the honor or credibility of the Operating Company, other Users of the Services, or other third parties;
    3. Information containing excessively obscene expressions;
    4. Information containing expressions that promote discrimination;
    5. Information containing expressions that promote criminal acts;
    6. Information containing expressions that promote suicide or self-harm;
    7. Information containing expressions that promote the inappropriate use of drugs;
    8. Information that has not been expressly permitted by the copyright holder and that infringes copyrights or other intellectual property rights;
    9. Information containing anti-social expressions;
    10. Information containing expressions that cause discomfort to others;
    11. Any other information that the Operating Company determines to be inappropriate;
21. Acts of making unreasonable inquiries or demands to the Operating Company, such as repeating the same question more than necessary;
22. Acts that obstruct or interfere with the operation of the Services or the use of the Services by other Users;
23. Acts that violate the terms of use of enterprises entrusted by the Operating Company; or
24. Any other acts that the Operating Company reasonably determines to be inappropriate based on reasonable grounds.

Article 8. Users’ Responsibilities

1. Users shall warrant to the Operating Company that their User Content does not violate laws and regulations, including the Copyright Act, the rights of third parties, or the Terms and Policies.
2. Users shall act at their own responsibility in connection with their use of the Services, and shall bear all responsibility to the Operating Company for any and all acts performed on the Services and the results thereof.
3. If the Operating Company determines that a User is using the Services in violation of the Terms and Policies, the Operating Company may take such measures as it deems necessary and appropriate; provided, however, that the Operating Company shall not be obligated to prevent or rectify such violations.
4. If the Operating Company incurs any damage, directly or indirectly, arising from a User’s use of the Services, the User must immediately compensate the Operating Company therefor in accordance with the Operating Company’s demand.
5. If a third party brings a claim for damages or any other claim against the Operating Company in connection with a User’s use of the Services, the User must resolve such claim at their own responsibility and expense.
6. With respect to any damage incurred by a User or a third party as a result of viewing publicly available User Content, the Operating Company shall not bear any responsibility except where willful misconduct or gross negligence is found on the part of the Operating Company, and Users agree that such matters shall be resolved solely between the Users concerned.
7. Users shall treat as confidential any non-public information disclosed to them by the Operating Company in connection with the Services with a request that it be treated as confidential, except where the prior written consent of the Operating Company has been obtained.

Article 9. Handling of User Content

1. Users shall warrant that they hold lawful rights to, or are lawfully authorized to use, their User Content.
2. Copyrights and all other intellectual property rights in and to User Content shall belong to the relevant User or the legitimate right holder, and shall not be transferred to the Operating Company under these Terms of Service.
3. Users shall grant to the Operating Company a royalty-free, non-exclusive right to use, alter, etc. their User Content, solely to the extent necessary for the provision, maintenance, improvement and quality enhancement of the Services, the development of functions, the handling of failures, the analysis of usage status, and operations incidental thereto.
4. The license set forth in the preceding paragraph shall remain in effect even after a User has withdrawn from the Services, solely for the period that the Operating Company deems technically or operationally necessary.
5. The Operating Company does not warrant the accuracy, completeness, legality, usefulness, etc. of the contents of User Content, and shall not be obligated to monitor User Content.
6. If the Operating Company reasonably determines that User Content violates, or is likely to violate, the Terms and Policies or laws and regulations, or if the Operating Company determines that User Content is inappropriate, the Operating Company may make all or part of such User Content private without prior notice.
7. In the cases set forth in the preceding paragraph, if the Operating Company reasonably determines that the relevant violation is material, the Operating Company may delete the relevant User Content or take other necessary measures.
8. Even if a User or a third party incurs damage as a result of the deletion or loss of User Content, the Operating Company shall not bear any responsibility for such damage, except in cases of willful misconduct or gross negligence with respect to such damage, so long as such deletion or loss is a measure taken in accordance with these Terms of Service and the Terms and Policies.

Article 10. Exclusion of Anti-Social Forces

1. Users represent and warrant that, as of the time of consenting to these Terms of Service, neither they themselves, nor any person who substantially controls them, nor any person acting as their agent or intermediary, is an organized crime group, a member of an organized crime group, a person related to an organized crime group, a person engaged in criminal acts related to illegal proceeds or criminal proceeds, a corporate racketeer (sokaiya), or any other anti-social force (collectively, “Anti-Social Forces”), that they do not have any close relationship with Anti-Social Forces, and that they have never been an Anti-Social Force in the past; and covenant that, on and after the date of their consent to these Terms of Service, they will maintain a state in which neither they themselves, nor any person who substantially controls them, nor any person acting as their agent or intermediary, is an Anti-Social Force, and that they will not have any close relationship with Anti-Social Forces.
2. If a User breaches the representations and warranties or the covenant set forth in the preceding paragraph, regardless of when such breach comes to light, the Operating Company may, without any demand or notice, immediately suspend or interrupt the provision of all or part of the Services, and may cause the person who breached the representations and warranties or the covenant set forth in Paragraph 1 of this Article (a “Breaching Party”) to forfeit their status as a User.
3. In the case of the preceding paragraph, the Operating Company may claim against the Breaching Party compensation for any damage incurred by the Operating Company as a result thereof.
4. Even if the Breaching Party or a third party incurs any damage or burden as a result of the measures set forth in Paragraph 2 of this Article, the Operating Company shall not bear any responsibility therefor, except where willful misconduct or gross negligence is found on the part of the Operating Company.

Article 11. Disclaimer of the Operating Company

1. The Operating Company does not warrant, either expressly or impliedly, that the Services will be fit for any particular purpose of Users; that the Services will have the functions, commercial value, accuracy or usefulness expected by Users; that Users’ use of the Services will comply with the laws and regulations applicable to Users or the internal rules of industry organizations, etc.; that the Services will not infringe the intellectual property rights, portrait rights, privacy rights, honor, or other rights or interests of third parties; that the Services will be continuously available; or that no defects will occur.
2. The Operating Company does not warrant, either expressly or impliedly, that the Services are free from de facto or legal defects. The Operating Company shall not be obligated to provide the Services to Users with such defects removed.
3. The Operating Company shall not bear any responsibility for any damage incurred by Users arising from the Services, except where willful misconduct or gross negligence is found on the part of the Operating Company.
4. With respect to damage incurred by Users due to the Operating Company’s default or tort caused by its negligence, the Operating Company shall not bear any responsibility for damage arising from special circumstances such as natural disasters or accidents, except where willful misconduct or gross negligence is found on the part of the Operating Company.
5. The Operating Company shall not bear any responsibility for malfunctions or other effects caused by the incompleteness of the environment for using the Services, except where willful misconduct or gross negligence is found on the part of the Operating Company. In addition, the Operating Company shall not bear any responsibility for malfunctions or other effects caused by Users’ OS or network environments, the configuration of the devices or software they use, or the browsers they use, except where willful misconduct or gross negligence is found on the part of the Operating Company.

Article 12. Privacy

1. The Operating Company shall appropriately handle Users’ personal information in accordance with the Privacy Policy (https://www.kumoy.io/privacy).

Article 13. Assignment of Status under the Service Agreement, Etc.

In the event that the Operating Company transfers its business pertaining to the Services to another company, the Operating Company may, in connection with such business transfer, assign to the transferee of such business transfer its status under the service agreement, its rights and obligations under these Terms of Service, and Users’ registered information and other customer information, and Users shall be deemed to have given their prior consent to such assignment under this paragraph. The business transfer set forth in this paragraph shall include not only ordinary business transfers, but also company splits and any other cases in which the business is transferred.

Article 14. Governing Law and Jurisdiction

These Terms of Service shall be governed by the laws of Japan, and in the event that litigation becomes necessary between the Operating Company and a User, the Sapporo Summary Court or the Sapporo District Court shall have exclusive jurisdiction as the court of first instance.

Article 15. Severability

Even if any provision of these Terms of Service, or any part thereof, is determined to be invalid or unenforceable under the Consumer Contract Act or other laws and regulations, the remaining provisions of these Terms of Service, and the remaining parts of any provision of which a part has been determined to be invalid or unenforceable, shall continue in full force and effect.

Article 16. Amendment

1. The Operating Company may amend these Terms of Service without obtaining the consent of Users, by providing appropriate prior notice thereof to Users.
2. If a User uses the Services on or after the effective date of the amended Terms of Service, etc., the User shall be deemed to have consented to the amendment of these Terms of Service, etc.