Article 1: Purpose
- This Terms of Service Agreement ("Agreement") applies to the users of Klever Suite (Our "Service") operated by Tokyo Techies Corp. (The "Service Provider"). You will comply with this Agreement while using our service.
- This Agreement set forth the terms and conditions for the use of this service. All customers shall use our service in accordance to this Agreement, as well as factors such as age, usage environment, or other conditions.
- By agreeing to these Terms, the contract (explained in terms section) between the subscriber and our company will be established.
Article 2: Definitions
The following terms used in this Agreement shall be defined as follows.
- Contract: The agreement between our company and the contractors of this service following the terms and conditions of this Agreement.
- Subscriber: An individual, corporation, or organization who has signed a contract with us.
- User: Any individual who belongs to the subscriber and has registered for this service.
- Customer: The subscriber and user collectively referred.
- User Information: The ID and password of a user.
- Registered Data: Data that has been registered or saved by the customer.
- Device: Smart phones, tablets, and computers used for this service.
- Beta Version: Services that are still under development that we offer free of charge.
Article 3: Registration
- Customers who wish to use this service shall comply with this Agreement and follow our procedures to register.
- Subscribers are obligated to immediately update their registered data when there has been a change in the information. If there are any damages due to the user’s failure to update their registered data, the subscriber shall bear the cost of such damages themselves.
- The service provider has the right to refuse registration for use at sole discretion.
- Subscribers may not use, lend, transfer, sell, or pawn the users on our service to a third party.
Article 4: Contents of this Service
Our service will provide customers with business software that includes the following functions. In principle, we will complete the initial setup of this service.
- Project management
- Document management
- Personal task management
- Management functions for administrators
Article 5: Fees, Payment and Refunds
- The usage fee set by our company shall be followed.
- Subscribers shall only make payments through payment methods determined by us.
- Even in the event of cancellations or any changes, suspensions, and terminations of this service, we will not refund fees that have already been collected and subscribers will not be exempt from paying usage fees that have already become due (regardless of whether payment is currently due or not).
Article 6: Management of User Information, Registered Data, and Devices
- Customers shall bear the cost of all necessary equipment, communication means, and transportation fees necessary to use our service. Customers shall also be responsible for their own communication costs required when using our service.
- Customers shall be responsible for the management of their own user information, registered data, and devices. If there are any damages caused by inadequate management, errors, and unauthorized use of data by a third-party, we are not liable for any damage unless there are intentional misconducts on our part and customers should be responsible for such damages.
- If you suspect that your user information, registered data, or devices may be used by a third-party, you shall immediately notify us and follow our instructions, if any.
- We have the right to manage and survey your user information and registered data.
Article 7: Backup
- Customers shall save, store, and manage all user information and registered data at your own responsibility.
- Customers shall back up your user information and registered data (including, but not limited to, using the backup functions provided by the service) at your own responsibility. We will not be liable for the absence of backup data nor for any damages due to the failure of properly backing up your data.
- We may record user information and registration as backups. However, this does not cover the backups the customer is responsible for, as specified in the preceding paragraph. Furthermore, it does not guarantee the restoration of user information and registration data.
- Beta users shall understand that a part of their user information and registration data may be automatically deleted after a certain period of time.
Article 8: Terms and Conditions for Providing Service
We may suspend or modify services for maintenance or other reasons without notice.
Article 9: Intellectual Property Rights
- Customers may not reproduce, reprint, publicly transmit, modify, or otherwise use any information or content from this our service (hereinafter collectively referred to as "Our Content") in any way or in any form beyond the scope of personal use as defined in the Copyright Act.
- Copyrights, patent rights, utility model rights, trademark rights, design rights, and all other intellectual property rights, as well as the right to obtain registration of these rights hereinafter collectively referred to as "Intellectual Property Rights") belong to us and our licensors, not to the customers. Further, customers shall not reproduce, distribute, reprint, transmit, modify, adapt, or otherwise make secondary use of our content, regardless of the Intellectual Property Rights.
- If a problem arises as a result of your violation listed in this article, you shall resolve the problem at your own expense and responsibility, and shall take appropriate measures to prevent any burden, disadvantage, or damage to our company.
Article 10: Prohibitions
- We prohibit the following acts while using our service.
- Violating these terms of service.
- Allowing third parties to use our service.
- Using others’ user information from our service.
- Acts that infringe or may infringe the intellectual property rights and/or other rights of our company, our licensors, or other third parties.
- Acts that cause or may cause damage or disadvantage to our company or third parties.
- Acts that unreasonably harm or threaten the reputation, rights, or credibility of others.
- Acts that violate laws or other regulations.
- Acts that are or may be offensive to public order and morals, or providing such information to other users or third parties.
- Criminal activity, or any act that leads to or encourages such activity.
- Providing false or potentially false information.
- Unauthorized access to our system, altering of the program code and location information, causing misrepresentation, cheating by using third party applications, spreading computer viruses, or any other act that interferes with or may interfere with normal operation of our service.
- Acts that place an excessive load on our service's network or system.
- Using macros or other tools and functions to automate operations.
- Acts that damage or may damage the credibility of this service.
- Allowing our service and its data to be viewed or used by the public for commercial purposes.
- Acts that may have adverse effects on the mind and body of the youth.
- Using our service by impersonating another customer, such as by using accounts that belong to others.
- Acts that lead or may lead to fraud or crimes related to the illegal sales of savings accounts or cell phones.
- Acts that lead to or are suspected to lead to criminal proceeds or terrorist financing.
- Other acts that we deem inappropriate.
- If we determine that a customer's conduct falls under any of the items in the previous section, we may take any or all of the following measures without prior notice. Furthermore, in the event that the payment of the usage fee stated in Article 5 is not completed by the prescribed due date, we may restrict your use of our service until we confirm the payment. In addition, if the payment has not been completed within 2 weeks of the due date, we may cancel your subscription and withdraw user information and registration data of those subject to such cancellation. As stated in Article 12.2, we are not obligated to continue retaining user information and registration data of those who are subject to such cancellation.
- Restriction from using our service.
- Removal from our service due to the termination of the contract.
- Any other actions we deem necessary.
Article 11: Cancellation
- We may terminate the subscriber's membership without any notice, if they fall under any of the following items.
- If the subscriber violates any of the articles of this Agreement.
- If there is false information in the registration information.
- If the subscriber has been previously terminated by us.
- If we are notified from the subscriber's heirs that the subscriber has passed, or if we are able to confirm the death of the subscriber.
- If a minor uses our service without the consent of their legal representative.
- When an adult ward, person under curatorship, or person under assistance uses our service without the consent of their adult guardian, assistant, curator, etc.
- If there is a suspension of payment, or if a provisional seizure, foreclosure,bankruptcy auction, commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, or commencement of special liquidation is filed.
- If there is no response to our requests for 90 or more days and we determine that your registered email address and other addresses is not functioning properly
- In the event you have a problem with another customer (whether it is within or outside the service) regarding the use of our service, and there are complaints made to the company about persisting or malicious problems.
- In the event of a default in the payment of fees to use our service.
- In the event our company dissolves or transfers all or part of our business to a third party.
- If the customer receives a penalty that results in the suspension, revocation, or cancellation of their registration.
- If you do not respond to our requests.
- Any other acts we deem inappropriate.
- In addition to the cases listed in the previous items, we may cancel the contract and withdraw the subscriber's membership by giving them a 30 days' notice in advance. In addition, if the subscriber wishes to cancel their subscription, they may cancel the contract and withdraw from the membership at the end of the month by following our withdrawal procedure.
- Subscribers who withdraw from the service due to the previous items must forfeit any profit at the time of withdrawal and shall immediately fulfill all obligations owed to our company.
- We will not be liable for any damages incurred by the subscriber as a result of our actions mentioned in this article.
Article 12: Measures after Termination
- Upon termination of the use of our service, regardless of the reason, you will no longer be able to view, operate, and retrieve your user information and registered data, and we shall not be liable for any damages caused by this loss.
- We are not obligated to continue retaining user information and registered data for those who have terminated the use of our service.
Article 13: Non-warranty Services and Disclaimers
- Except for the items listed in Article 16, we do not guarantee the perfection, accuracy, or validity of our service. Moreover, we do not guarantee that our services will not be interrupted, discontinued, or impaired.
- While using the beta version, you must acknowledge that the beta version is under development, therefore may be incomplete and contain more errors and bugs than the paid version.
- While using our service, you may be transferred to other services operated by third parties ("External Services"). In such cases, you shall be responsible for your own use of such services and we do not guarantee the completeness, accuracy, validity, etc. of the contents from the external service.
- Customers are requested to use our service within the scope of laws and regulations. We are not liable for any infringement of Japanese or foreign laws you make while using our service.
- You are responsible that your user information and registered data do not violate any law, regulation, or the rights of any third party. We are not liable for any customer's user information and registered data, except for when we are obligated to do so.
- We are not liable for any damages when your user information and registration data have been accessed and stolen by unauthorized parties.
- We are not liable for any breaches of this contract, in whole or in part, caused by natural disasters, earthquakes, fires, strikes, commercial stoppages, wars, civil disturbances, epidemics of infectious diseases, or other force majeure.
- In the event that you have any trouble (regardless of whether within or outside our service) with another customer in connection with the use of our service, we are not to be held liable for such trouble. Customers shall be resolved at the customer’s own expense and responsibility.
Article 14: Liability for Damages
- If you cause damages to our company in connection with your violation of these Terms of Services or your use of the service, you shall compensate for any damages including lost profits and attorney's fees.
- In the event that we cause damages to the customers due to reasons attributable to us, we shall be liable to compensate for such damages only to the extent specified in each of the following items.
- In the case of intentional or gross negligence on the part of our company: Cover the full amount of such damages.
- In the case of our slight negligence: Cover the actual and direct ordinary damages (excluding special damages, lost profits, indirect damages and attorneys' fees), but limited to 50% of the most recent one month's usage fee as determined in accordance with Article 5.1.
- If the subscriber is a corporation or an individual who uses our service for business, we shall not be liable for any damages in connection with our service, unless the damage was intentional or gross negligence on the part of our company. The maximum amount of compensation for damages to be paid shall be 50% of the most recent one month usage fee as determined in Article 5.1.
Article 15: Discontinuation of our Service
- In the event that we reasonably determine that our service should be stopped, we have the right to discontinue our service.
- In the case of discontinuation, except in the case of intentional misconduct or gross negligence on the part of our company, we will have no liability whatsoever.
Article 16: Service Level Agreements
- The service provider warrants to the customers that it will maintain an uptime of at least 99% of our service.
- If you are not able to use our service for more than 44 minutes (0.01% of a month) in a month (From the first day of the month to the last, not the most recent 30 days. The same shall apply hereinafter in this Agreement), subscribers may report how long they were not able to use our service. If we deem the report to be valid (including cases where a portion of the reported inactive time is deemed to be valid and the approved inactive time in a month exceeds 44 minutes), we shall reduce the usage fee for the following month based on our rate specified below. If the subscriber whose report is approved has already paid the monthly fee for the following month, we shall refund the amount based on the rate specified below.
- Inactivity in a month is more than 44 minutes but less than 88 minutes: 15% of the monthly usage fee.
- Inactivity in a month is more than 88 minutes but less than 132 minutes in a month: 25% of the monthly fee.
- Inactivity in a month is more than 132 minutes: 50% of the monthly usage fee.
- Inactive time is when 50% of all customers experience the same conditions of any of the following items (The following conditions are hereinafter referred to as "Service Outage").
- Time when the website cannot be displayed.
- Time when you cannot log in to our service.
- Time during which our service is not available to view any information.
- The following cases will not fall under inactive time.
- Service outage between 5:00 a.m. and 6:45 a.m. (Japan Standard Time)
- Service outage for less than 2 minutes.
- Service outages due to the user's internet environment, device conditions, or those related to the use of Amazon Web Services or other external cloud infrastructure services.
- Service outage due to system maintenance that has been announced on our website or application, at least three days prior to the start of such maintenance.
- Service is interrupted or suspended in accordance with this Agreement.
- Customers may file the request mentioned in Article 16.2 until the last day of the following month in which the customer's monthly inactive time exceeds 44 minutes. If the request is filed after that time, we shall have no obligation for any payments.
Article 17: Confidentiality
- Both our company and customers shall strictly and properly manage the other party's confidential information (including expertise concerning our service, information concerning our company's systems, and all technical or business related confidential information) and shall not disclose, provide, or divulge to any third party (including our affiliates and contractors) without the prior written consent of the other party (including e-mails or other electromagnetic means).
- The following articles shall not be considered confidential information.
- Information already in the possession of our company or customer at the time of disclosure.
- Information that was already in a public domain at the time of disclosure, or information that subsequently becomes public knowledge for reasons not attributable to us.
- Information lawfully obtained from a third party after receiving the disclosure.
- Information that has been independently obtained without the disclosed confidential information.
- Information that is required to be disclosed in accordance with laws and regulations, or instructions given by courts, administrative agencies, or any other public bodies with regulatory authority.
- In the event that there is an order from either party, or the contract is terminated, both our company and the customer shall promptly return or dispose of the confidential information in accordance with the other party's instructions and shall not use it thereafter.
- In the event that we disclose a customer’s confidential information to our affiliates or subcontractors with the customer's consent, we shall not be responsible for the handling of such confidential information by such affiliates or subcontractors.
- We may use your confidential information for the purpose of providing this service.
Article 18: Exclusion of Antisocial Forces
- Both our company and customers shall pledge that they are currently not, and will not be categorized as organized crime groups ("boryokudan"), boryokudan members, persons who have been affiliated with the boryokudan in the past 5 years, quasi-boryokudan members, companies affiliated with boryokudan, extortionists, racketeer groups, organized criminal groups, or other similar persons (collectively "Boryokudan Members") in the future. Furthermore, our company and customers must pledge not to be associated with the following items.
- Being affiliated with the boryokudan, in which they are deemed to have total control over the management of the company.
- Being affiliated with the boryokudan, in which they are deemed to have partial or indirect control over the management of the company.
- Being affiliated with the boryokudan for unjust profits or causing damage to other parties for one’s self or company.
- Providing a provision of funds or favors to the boryokudan.
- An administrator or persons in managerial positions from one’s company being affiliated with the boryokudan.
- Both our company and customers shall pledge that we will not engage in any of the following items.
- Demanding for violent acts.
- Unreasonable demands that go beyond legal responsibility.
- Use of threats or violence during transactions.
- Acts that damage the credibility or obstruct the business of the other party by spreading false rumors, using deceptive means, or using force.
- Any other acts similar to the preceding items.
- If either our company or customers are found to be affiliated with the prior items listed in this article, or have made false declarations regarding such items, we may terminate the contract without notice regardless of whether the reasons are attributable to themselves.
- In the event that this contract is terminated due to the reasons stated in this article, neither our company nor the customers will have to be liable to compensate the other party for any damage.
Article 19: Response to Inquiries
- Although we will attempt to respond to inquiries from customers regarding our service, we are not obligated to do so, except in cases where we are liable to do so under law or this Agreement.
- We are not obligated to disclose the criteria for whether or not to respond to inquiries from customers.
Article 20: Transfer of Status
Neither our company nor customers may assign, transfer, grant security interests , or otherwise dispose of the terms and conditions stated in this Agreement to a third party without prior written consent. However, this shall not apply to stock transfers, business transfers, mergers, company splits, and other reorganizations.
Article 21: Managing Personal Information
Article 22: Severability
- Even if some of the articles of this Agreement are deemed to be invalid under the law, the other articles of this Agreement shall remain valid.
- Even if any article in this Agreement is held invalid or revoked for some customers, this Agreement shall remain valid to other customers.
Article 23: Actions Against False Violations
- If you discover any violation of this Agreement, please contact us.
- Customers may not object to how we handle any violations of this Agreement.
Article 24: Validity of this Agreement and Length of Free Trial
- The effective period of this Agreement shall start when the contract between our company and the subscriber is established and end when the subscriber withdraws from our service. The provisions of Article 9, Article 11.3 and 4, Articles 13 through 15, Article 18.3 and 4, Article 20, Article 22, Article 24, Article 26, and Article 27 shall continue despite the termination of the contract.
- With respect to this Agreement, we have a free trial period during which the fees set forth in Article 5 will be waived. In principle, the free trial period shall be 90 days from the date we issuance your user information.
- When the free trial period in the preceding paragraph expires, the usage fee determined by our company shall automatically be charged unless the subscriber makes a request at least 7 days prior to the end of the free trial period.
Article 25: Changes to this Agreement
- We may modify the Terms and Conditions of the Agreement at any time in accordance with Japan’s provisions of Article 548-4 of the civil law (民法第548条の4の規定), if any of the following items apply. After the Terms and Conditions have been modified, the modified Terms and Conditions shall apply to this Agreement.
- When the modification of these Terms and Conditions serves the general interest of the customers
- When the modification of these Terms and Conditions is not contrary to the purpose for which the Agreement was made, and the modification is deemed reasonable and necessary.
- In the event that we modify these Terms of Service, we will specify the effective date of the modified version and notify you of the contents and effective date at least 2 weeks prior by displaying the modified Terms of Service in our service, or by any other method specified by us.
- Notwithstanding the provisions of the preceding two sections, if a customer uses our service or does not take cancellation procedures after we have notified them of the changes, they shall be deemed to have agreed to the changes to the Terms and Services.
Article 26: Governing Law
All governing laws regarding this Agreement shall be in accordance with the laws of Japan.
Article 27: Jurisdiction
The Tokyo District Court shall have exclusive jurisdiction in the first trial over any legal dispute between you and our company.
Article 28: Others
- You shall comply with any additional articles that we establish regardless of whether it is specified in this Agreement or not. In this case, such additional Articles are deemed to be a part of this Agreement.
- In the event of any inconsistency or conflict between the articles and Agreement, the specific articles shall take priority over the Agreement.