Chapter I: General Provisions
Article 1 (Purpose)
- 1.2 The Customer shall use the Services for the purpose of having its employees and students, etc., who belong to the Customer ("Staff") take an e-learning course or courses pertaining to the Services.
Chapter II: Use of the Services
Article 4 (Services)
- The specific details of the Services and the conditions of use, etc., shall be separately specified by the Company, and the Customer shall use the Services in accordance with the provisions separately established by the Company.
- 4.3 The Company shall not be liable directly to Staff, which includes, without limitation, a liability for directly proving Staff with the Services.
Article 5 (Period of Use)
- 5.1 The period of use ("Period of Use") during which the Services is available to the Customer shall commence from the date on which the Company accepts the application from the Customer in accordance with Article 7.3 and shall end on the anniversary of the first day of a month (“Billing Start Date”) following the month during which the Company accepts the Customer's application. Provided that unless the Customer notifies the Customer in writing at least one (1) month prior to the expiration of the Period of Use of its intention to suspend the use of the Services, the Period of Use shall be automatically renewed for an additional one-year period, and this provision shall also apply to further renewals of the Period of Use thereafter.
- 5.2 If the Customer intends to discontinue the use of the Services in the middle of the Period of Use defined in Article 5.1, the Customer shall submit a request to the Company at least one (1) month before in the manner separately specified by the Company.
Article 6 (Use Fee)
- 6.2 The Customer shall pay the Company the use fee provided for in Article 6.1 by the due date specified in the invoice to be separately issued by the Company.
- 6.3 Even if the Customer has not actually used the Services during a Period of Use, the Customer shall not be relieved from payment of the use fee.
- 6.4 If the maximum number of users increases, the Customer shall pay additional use fee as separately specified by the Company.
- 6.5 The use fee once paid to the Company shall not be refunded to the Customer for any reason. The above provision in this Article 6.5 shall also apply if: (i) the Customer discontinues using the Services in the middle of the Period of Use for which the Customer has made advance payment; or (ii) if the Customer decreases the maximum number of users in the middle of the Period of Use for which the Customer has made advance payment.
Article 7 (Application for Use, etc.)
- 7.2 In applying for the Services under Article 7.1, the Customer shall report true and accurate information for registration purpose.
- 7.3 The Customer may use the Services only if the Company accepts the Customer's application for the use of the Services, provided that the Company may not accept an application from the Customer at its discretion in the event of any of the following. In addition, after the Company has once accepted the application from the Customer, if it is revealed that the Customer falls under any of the following, the Company may, at its own discretion, revoke the acceptance of the application, in which case, the Company shall not be liable for any matter.
- (i) If the Customer made a false declaration at the time of the application for the use of the Services; or
- (ii) If the Company determines that it would be inappropriate to accept the Customer's application for the use of the Services for the Company's operational or technical reason.
Article 8 (Change of Registered Matters)
- 8.1 In the event of any change in the matters registered at the time of application under Article 7, the Customer shall promptly notify the Company thereof and follow procedures to change the registered matter in accordance with the instructions of the Company.
- 8.2 The Company shall not be liable for any damage to the Customer or any third party due to the Customer's failure to follow procedures under Article 8.1.
Article 9 (ID/Password)
- 9.1 The Customer may allow Staff to take an e-learning course pertaining to the Services within the limit of the number of users as separately determined by the Company and the Customer through discussions ("Maximum Number of Users"). The Company shall issue the IDs/passwords to the Customer in the number required for the Customer to use the Services within the Maximum Number of Users. One ID/password will be issued for each Staff. Even if the number of ID/passwords issued is less than the Maximum Number of Users, the Customer shall not be exempted from payment of the use fee in the amount calculated based on the Maximum Number of Users. If the Customer desires to change the Maximum Number of Users, the Customer shall submit a request in the manner separately specified by the Company.
- 9.2 The Customer shall be responsible for the management and control of the IDs/passwords issued under Article 9.1, and the Company shall not be responsible for any misuse or unauthorized use, etc., of the IDs/passwords by any third party.
- 9.3 The Customer shall not allow any third party other than Staff to use the ID/password issued to the Customer, and shall not assign, lend, encumber, or otherwise dispose of such ID/password to or for the benefit of any third party. The Customer may not cause or allow a Staff to use any ID/password that is issued for any other Staff, which act shall be deemed "unauthorized use of ID/password."
- 9.4 If a third party uses the Services using any ID/password issued to the Customer, such use shall be deemed to be the use by the Customer, and the Customer shall be liable to the Company for payment of the use fee or any other payables incurred in connection with such use.
- 9.5 In case of any loss or theft, etc., of an ID or password, the Customer shall immediately notify the Company thereof and comply with the instructions of the Company.
- 9.6 The handling of IDs/password shall be governed by the regulations separately established by the Company, as well as the provisions in Articles 9.1 through 9.5.
Chapter III: Customer's Obligations
Article 10 (Preparation of Equipment, etc.)
- 10.1 The Customer shall, at its own cost and responsibility, prepare all telecommunications equipment, software, and all other equipment incidental thereto that shall be required for the use of the Services. In addition, the Customer shall connect to the website via the Internet at its own expense (including the telecommunications fee) and on its own responsibility.
- 10.2 The Customer shall, at its own responsibility and expense, implement security measures (such as prevention of computer virus infection, unauthorized access or information leakage, etc.) that shall be suitable for its own environment to use the Services.
Article 11 (Non-Assignment)
- 11.1 The Customer shall not assign or cause a third party to succeed to the rights or obligations relating to the use of the Services.
- 11.2 The Customer shall not allow any third party other than Staff to use the Services.
Article 12 (Customer's Responsibilities)
- 12.1 The Customer shall use the Services at its own responsibility. The Company shall not be liable for any damages to the Customer caused by the use of the Services.
- 12.2 If the Customer causes damages to any third party arising out of or in connection with the Customer's use of the Services, the Customer shall resolve such issue at its own responsibility and expense, and the Company shall not be liable for such damages.
Article 13 (Prohibited Acts)
The Customer shall not commit any act that falls or may fall under any of the following when using the Services:
- (i) Improper use of the ID/password (including, but not limited to, allowing any third party other than Staff to use the ID/password or allowing a Staff to use an ID/password issued for another Staff);
- (ii) An act that infringes on the copyrights, trademark rights, right of publicity, or other rights of the Company or any third party;
- (iii) An act that infringes on the property, privacy, or other rights or interests of the Company or any third party;
- (iv) An act that leads to criminal acts;
- (v) An act that disparages, defames, discredits the Company or any third party;
- (vi) An act to transmit information containing any hazardous program;
- (vii) Any political or electoral activities;
- (viii) Any act that is related to specific ideas, beliefs, or religions;
- (ix) Any business activities;
- (x) Any act that interferes with the operation of the Services or that impairs the trustworthiness of the Services;
- (xi) Any act that reproduces, alters or re-distributes any content of the website related to the Services without authorization;
- (xii) Any act that misleads the public to believe, without limitation, the existence of a partnership between the Company and the Customer or a grant of a power of representation by the Company to the Customer;
- (xiv) In addition to the above, any act that the Company deems inappropriate.
Chapter 4: Changes to the Contents, etc. of the Services;
Suspension of the Provision of the Services
Article 14 (Changes to the Contents, etc., of the Services)
- 14.1 If the Company deems necessary, the Company may change the contents and the name of the Services without prior notice to the Customer.
- 14.2 The Company shall not be liable in any way for any damages to the Customer or any third party due to such change as described in Article 14.1.
Article 15 (Suspension of Provision of the Services)
- 15.1 The Company shall be entitled to suspend the provision of the Services without prior notice to the Customer, if:
- (i) maintenance is performed due to failure, etc., of any facilities or equipment for the Services;
- (ii) it is unavoidable for any operational or technical reason;
- (iii) the Services cannot be provided due to force majeure, such as natural disasters;
- (iv) in addition to the preceding items, it is difficult to provide the Services due to any reason not attributable to the Company.
- 15.2 The Company may temporarily suspend the provision of the Services upon providing the Customer advance notice in order to carry out regular inspections, etc., of the facilities or equipment for the Services.
- 15.4 The Company shall not be liable in any way for any damages to the Customer or any third party caused by the Company's suspension of the provision of the Services under Articles 15.1, 15.2 or 15.3.
Chapter V: Scope of Damages
Article 16 (Scope of Damages)
- 16.1 If the Company causes damages to the Customer due to any "reason attributable to the Company" (explained in Article 16.2), the Company shall compensate the Customer for normal damages that the Customer actually and directly sustains with a limit of the amount of the use fee that the Company has received from the Customer during the twelve-month period before the occurrence of such damages, provided that indirect damages, lost profits, and damages arising out of any special circumstances, whether or not foreseeable, shall not be included in the scope of liability for damages.
- 16.2 Any "reason attributable to the Company" as used in Article 16.1 shall not include any reason attributable to: (i) the Customer (including, but not limited to, any reason attributable to any fault, etc., of any telecommunications equipment or other facilities of the Customer or Staff); or (ii) any third party (including, but not limited to, any reason attributable to any fault of Internet connection or any unauthorized access by any third party).
Chapter VI: Handling of Customer information
Article 17 (Customer Information)
- 17.1 The Customer agrees that the Company may use the Customer and Staff information obtained by the Company in connection with the operation of the Services (including Staff's personal information; "Customer Information") for the purpose of providing the Services and for the purpose of providing the information under Article 18. The Customer shall cause Staff to agree to the above.
- 17.2 The Company shall be free to: prepare statistical data or any other similar materials based on the Customer Information in ways so that an individual cannot be identified; and use such statistical data, etc., for the Company's business purpose.
Article 18 (Provision of Information)
- 18.1 The Company may provide the Customer and Staff with: administrative communications in connection with the operation of the Services; and/or any other information, including, but not limited to, information regarding products or services supplied by the Company or any third party.
- 18.2 If the Customer or Staff notifies the Company in the manner prescribed by the Company that it/he/she does not wish to receive such information described in Article 18.1, the Company shall not provide such information unless such information is necessary for the Services to be provided.
Chapter 7: Miscellaneous Provisions
Article 19 (Intellectual Property Rights)
- 19.1 Copyrights (including the rights provided for in Articles 27 and 28 of the Copyright Act of Japan; this shall apply hereinafter) and other intellectual property rights and other legal rights to be protected with respect to all information provided through the Services (including, but not limited to, all video images, images, sounds, photographs, illustrations and texts) shall remain vested in the Company or the respective licensor to the Company.
- 19.2 The Customer shall not use (including, but not limited to, reproduce, distribute, transmit, broadcast, sell, lend, alter, etc.) any information provided through the Services for purposes other than having Staff take e-learning courses in connection with the Services.
Article 20 (Payment, etc.)
- 20.1 The Customer shall pay the Company the use fee payable to the Company in a currency determined after separate discussion with the Company ("Currency for Payment"). If it is required to convert an amount in any other currency to the Currency for Payment when the Customer makes payment to the Company, the Customer shall bear all costs and expenses for such conversion to the Currency for Payment.
- 20.4 If laws of Japan apply to the Customer, the Customer shall be liable for paying Japanese consumption tax as an entity that receives the provision in the Services. Under such circumstances, the Customer shall pay Japanese consumption tax to the appropriate tax authorities.
Article 21 (No Warranty)
The Company does not warrant that: (a) the Services satisfy the requirements of the Customer; (b) the Services have no defects; (c) no fault will arise in the Services; (d) the Services correspond to the Customer's purpose of use. The Company further does not warrant the correctness, completeness of the Services, that the Services are most updated, timeliness, usefulness, etc., of the Services. The Customer hereby agrees and acknowledges the above and uses the Services based on its own judgment.
Article 22 (Exclusion of Anti-Social Forces)
- 22.1 The Company shall be entitled to immediately suspend the Services, in whole or in part, without proving the Customer with notice or request, if:
- (i) the Customer, directly or using any third party, commits, without limitation, any violent, fraudulent, threatening acts against the Company or any other acts to impede the business operation of the Company.
- (ii) it is discovered that an officer or an employee of the Customer is an organized crime group, a member of an organized crime group, an affiliate or organ of an organized crime group, or any related entity or individual, or any other anti-social forces.
- 22.2 The Company shall not be liable in any way for any damages to the Customer or any third party caused by the Company's suspension of the provision of the Services in accordance with the provisions in Article 22.1.
- 22.3 No provision in this Article 22 shall preclude the Company's right to claim damages against the Customer.
Article 23 (Governing Law; Jurisdiction)
Article 24 (Severability)
Article 25 (Waiver of Right)
Article 26 (Definitive Language)
Article 27 (Discussion)