Terms of Use for THETA 360.biz

Chapter 1 Basic Agreement

Article 1  Purpose

  • The User (hereinafter referred to as "User") and the service provider (hereinafter referred to as "Provider") shall enter into a fair agreement (hereinafter referred to "This Agreement") below for "THETA 360.biz" (hereinafter referred to "This Service") and execute it in good faith. The content of this Service shall be limited to Appendix "Individual service terms".
  • The User shall contract this Service for the User with the Provider, and the Provider shall accept provision of this service according to this Agreement. The Provider shall be able to contract all or part of the work on providing this Service to a third party.
  • In this Agreement, the main purpose is for the Provider to provide this Service continuously with reasonable care, and the legal nature of this agreement is the quasi-outsourcing contract and not the service contract to complete the work.

Article 2  Independence of this Agreement

  • The User shall agree to the terms of this Agreement, fill the application sheet of this Service (hereinafter referred to as the "Application Sheet") for necessary items and make application for this Service (hereinafter referred to "This Application") to the Provider.
  • The Provider shall make the necessary evaluation of this Application and conduct interviews from the Provider as necessary. This Agreement shall be concluded on the day (in writing or e-mail) when the Provider showed the intention of approving this Application for the User.
  • The Provider may not approve this Application in any of the following cases:
    • The application conditions specified by the Provider are not satisfied.
    • It is obvious that the User fails to comply with the obligations in this Agreement for the Application concerned.
    • False items are written on the Application Form.
    • When the User may fail to pay the charges and so on (defined in Article 12).
    • The User was found to be violating Article 26 Termination of Relationships with Antisocial Forces or the Provider determines that the User may be in violation of said article.
    • The Provider determines that there is significant obstacles to the Provider's work.
  • If there is no intention of the Provider specified in Clause 2 of this article, and when the Provider starts this Service for the User, this Agreement is considered to be concluded at this time.

Article 3 Cancellation of the Application for This Service

  • The User cannot cancel the applicable application for this Service after applying for it.
  • If after conclusion of this Agreement, if the User does not cooperate with providing this Service, the Provider may cancel this Agreement with written notification.

Article 4 Change of Company Name, etc.

If company name, trading name, address, and so on of the User is changed, the User shall immediately notify the Provider of this change in writing.

Chapter 2 This Service

Article 5 Content of This Service

  • The Provider shall provide this service for the User according to this Agreement and the "Individual Service Terms" attachment.
  • When this Service is contracted to the Provider, the User shall check this Agreement and the "Individual Service Terms" attachment and approve all details in advance.
  • The Provider does not guarantee that this Service supports all Web browsers, OSes, terminals, and so on, and their updates.

Article 6 Preparation by the User

  • The User shall have the User prepare and install information, network lines and the software (hereinafter referred to as "This Software". These are generally referred to as "Operating Environments") necessary for providing this Service by the Provider or download the software from the website specified by the Provider (hereinafter referred to as "This Site").
  • The Provider may specify the type of Operating Environments for the User.
  • Except for when agreement on installation, connection, and so on is separately concluded between the Provider and the User, the User shall prepare or install the Operating Environments or download software at the responsibility and expense of the User.
  • The User shall have the User comply with all conditions applied for this Software and this Site.
  • The Provider shall not guarantee anything for this Software and this Site, and shall not be responsible for any damage resulting from the use of this Software or this Site by the User. The Provider shall confirm that this Software is not guaranteed to support all Web browsers, OSes, terminals, and their updates.

Article 7 Cooperation of the User

  • When this Service is provided by the Provider, the User shall prepare documents (hereinafter referred to as "the Documents") in addition to information and investigation sheet necessary for providing this Service requested by the Provider and this shall be submitted to the Provider.
  • When the Documents submitted to the Provider according the preceding clause are changed, the User shall immediately notify the Provider of the change.
  • Within 10 days of calculating from the date when this Agreement is concluded, the User shall confirm that this Service is adequately used at least once in the Operating Environments.
  • When this Agreement is terminated, request is made by the User, or this Service is ended and its use is not required, the Provider shall immediately return the Documents to the User or discard the Documents received by the Provider according to Clause 1 of this Article.
  • When this Service is used by the User, the Provider may use the communication log stored in the servers, terminals, or other equipment and information related to the communication log related to interference analysis and for the purpose of providing this Service.

Article 8 Use and Management of the ID

  • When this Service is provided, the Provider shall issue the ID (hereinafter referred to as "the ID") necessary for using this Service by the User to the User.
  • The User shall have the User manage the ID with reasonable care to take measures for prevention of disclosure or leak to others by the ID user so that use of the ID contrary to this Agreement may not occur.

Article 9 Providing This Service

  • The Provider shall provide this Service for the User with reasonable care.
  • This Service shall be started when the Provider has issued a document or e-mail (hereinafter referred to as "the ID Notification") sent to the User for issue of the ID to the User, and the charge on this Service shall be started from the starting date concerned.
  • When the Provider ended all or part of this Service according to this Agreement, providing of this Service concerned shall be ended at the point. When the User or the Provider has terminated this Agreement in accordance with this Agreement, all of this Service shall be ended at the time when this Agreement is terminated.

Article 10 Termination and End of This Service

  • If any of the following items apply to the User, the Provider may immediately stop or end all or part of this Service without notification to the User.
    • Despite the fact that the payment due date has passed, the price or other money covered by the User has not been paid.
    • In this Application and other procedures, it is found that the Provider has been notified of false items.
    • Work of the Provider has been disturbed by making inquiries to the Provider for a long time without fair reason or by repeating similar inquiries.
    • The Provider has been subject to such behavior as harassment by threats, extortion, or menace.
    • Intellectual rights such as copyrights, trademarks, and so on, portrait rights, trade secrets or privacy is infringed upon using this Service, or reputation or credit of others is defamed.
    • This Service is used in a state contrary to public order and morality.
    • This Service is attempted to be used by spoofing others or illegal access to the equipment of the Provider is attempted.
    • Security technology used for this Service is attempted to be read or this Software is attempted to be analyzed, changed, or so on.
    • Excessive load or disturbance by continuously occupying the server resource is given to the equipment of the Provider or behavior which may lead to such disturbance is performed.
    • Termination of this Service is required due to loss/damage of the hardware used for this Service.
    • This Agreement is violated and the Provider determines that the degree is not minor.
    • Other acts or omissions which are considered to be inappropriate by the Provider are detected.
  • If any of the following items apply to the Provider, the Provider may stop or end all or part of this Service with prior notification to the User. However, if it is unavoidable due to an emergency, the Provider may stop or end this Service without prior notification.
    • For equipment, devices, system, software, and so on necessary for providing this Service, it is necessary to perform maintenance or work regardless of the Provider or a third party of the Provider's contractor.
    • A telecommunications carrier has suspended or stopped the telecommunications service.
    • The Provider determines that an unavoidable reason has occurred.
  • If this Service is suspended or terminated in accordance with this article, the Provider shall not be responsible for any damage suffered by the User.

Article 11  Abolition or Change of This Service

  • The Provider may abolish or change all or part of this Service without approval of the User.
  • When this Service is abolished or changed according to the provisions in the preceding clause, the Provider shall notify the User of the abolition with the method specified by the Provider six months or more before the abolition.

Chapter 3 Fees and Payment

Article 12  Fees and Other Related Items

  • The User shall pay the fees for this Service described in the Application Form and the expenses necessary for execution of this Service (hereinafter referred to as "the Fees") specified by the Provider with the payment method specified in the Application Form.
  • The User shall pay all of the Fees of this Service for the month if this Service is started, cancelled, or ended during the month.
  • Although this Agreement is not effective regardless of the reason, the Provider shall not reimburse the Fees once paid by the User to the User.

Article 13 Consumption Tax

  • Consumption tax applied to these Fees shall be paid by the User in accordance with the Consumption Tax Law, Local Tax Law, and other relevant laws.
  • If the consumption tax rate is changes, the consumption tax after the change shall be applied to the Fees paid by the User to the Provider.

Article 14  Delay in Payment

If the User delays payment, the User shall pay delay damages multiplying these Fees by the annual rate of 14.6%, from the following day of the payment due date to the completion day of the Fee concerned, to the Provider.

Chapter 4 Responsibilities

Article 15  Risk of Burden

If an article is sent or received for providing this Service, or if the article concerned is lost or damaged not attributable to any of the party before the article is delivered to the place specified by the User, damages incurred by such loss or damage shall be borne by the Provider and damages after delivery shall be borne by the User.

Article 16  Responsibilities of the Provider

  • For providing this Service, the responsibility taken by the Provider for the User shall be limited to the part without reasonable care, and the responsibility shall be limited to the range specified in Article 20 Liability for Damages.
  • The Provider shall have no concern in the content of information, data, etc. sent/received for this Service and the User shall assume responsibility for the content.

Article 17  Responsibility for Data and Related Information

  • When using this Service, the User shall have the User take appropriate measures including backup for data, information, and so on (hereinafter referred to as "the Data") so that it may be restored by itself in case of any unforeseen issues.
  • When this Service is provided by the Provider and if the Data of the User is lost, damaged or leaked, the Provider shall not assume any responsibility for direct or indirect resultant damages suffered. However, the Provider shall make effort to analyze the cause of the loss concerned or to prepare the preventive measures in good faith as much as possible.

Article 18  Force Majeure

The User and the Provider shall not be responsible for non-execution or delay in execution of this Service or this Agreement to the other party due to disasters (including earthquakes, tsunamis, floods, typhoons, tornadoes and fires), war, riots, terrorism, strikes, administrative actions, legislative amendments or any reason that is not controlled by the parties of this Agreement.

Article 19  Infringement of Third Party's Rights

Regarding this Service, if any dispute on infringement of third party's rights arises between the User and the third party, the Provider shall resolve it at its own responsibility and expense provided that the User gives cooperation for resolution of the dispute according to the request of the Provider or the Provider's contractor. However, this shall not apply to the case attributable to the User such as explanation and instruction by the User, the part based on the information for this Service provided from the User to the Provider, and so on. Where applicable, the User shall resolve it at the responsibility and expense of the User.

Article 20 Liability for Damages

  • If the Provider is obviously responsible according this Agreement and the User suffers damage in relation to this Service or if a third party suffers damage and the User pays for it with fair reason, the Provider shall be responsible for the damages (excluding special damages, indirect damages and lost profit) in the normal range actually suffered by the User. In this case, the total cumulative amount of damages for 12 months paid by the Provider to the User shall be the limited to the total amount of this Price received by the Provider from the User for 12 months tracing the date of damage (date when there is no reason for damages if damages have continuously occurred).
  • In providing this service, the Provider shall not assume any responsibility for business or work interruption, delay or opportunity loss caused on the business or work of the User.

Article 21  Compliance with Regulations

  • In relation to this Service, if the User exports or takes out of Japan the cargo or articles equivalent to technology (hereinafter referred to as "the Regulated Articles") stipulated in the Foreign Exchange and Foreign Trade Law or Export Administration Regulations, USA, the User shall comply with the procedures stipulated in the Foreign Exchange and Foreign Trade Law or the Export Administration Regulations, USA.
  • The User shall not export, sell or disclose the Regulated Articles and relevant information to a third party related to development or manufacture of conventional weapons, nuclear weapons, biochemical weapons, and missile.
  • The User shall comply with all laws applicable to this Agreement in addition to the provisions in preceding clauses.

Chapter 5 Termination of This Agreement

Article 22  Termination of This Agreement

  • The User may terminate this Agreement by giving written notice two months before the desired cancellation date according to the method specified by the Provider.
  • This Agreement is terminated when the Provider ends all of this Service according to this Agreement. However, when the User or the Provider has terminated this Agreement according to this Agreement, this Agreement shall be terminated at the time regardless of the period of this Service.
  • Regardless of the reason for termination of this Agreement, all debts of the User existing at the termination of this Agreement shall not disappear after termination of this Agreement until the debt is completely paid off.

Article 23  Cancellation of This Agreement

  • If any of the following applies to the User, the Provider may terminate all or part of this Agreement without any prior notice. In this case, the User shall compensate for damages suffered by the Provider to the Provider.
    • Draft or check is dishonored or business is suspended by a financial institution.
    • Cancellation of business license, release of temporary injunction, compulsory execution, and so on is enforced by competent authorities.
    • Provisional attachment, temporary injunction, compulsory execution, and so on is enforced by a third party.
    • Bankruptcy, special liquidation, civil rehabilitation or corporate reorganization proceedings is declared or makes declaration by itself.
    • Dissolution is decided or merger with other company is executed.
    • In addition to the preceding clauses, corporate management status is considered to be poor.
    • The Provider determines that the User may be violating Article 26 Termination of Relationships with Antisocial Forces in addition to the provisions in the article.
    • The User is applicable to any of items in Clause 1, Article 10 Termination and End of This Service and the User does not respond to the Provider's request for remedy, stop or cancellation or the Provider determines that there is no chance of response.
  • If any of the reason in the preceding clause occurs, the User naturally shall forfeit the benefit of time loses without requisition and notice of the Provider, and shall immediately pay the remaining amount of the debt in cash to the Provider in a lump sum.

Chapter 6 General Terms

Article 24  No Warranty

  • In relation to this Service, regardless of this Software or other causes including Operating Environments, if computers or other equipment or systems of the User (including equipment owned by the User, the Provider and third party) are faulty including defects and failures, and if this Service stops due to the fault concerned, the Provider shall not assume any responsibility.
  • The User recognizes that this Service is subject to computers, systems, other equipment and Operating Environments of the User and it depends on the communication equipment, communication lines, and so on, and the Provider approves that integrity and availability of this Service are not guaranteed.

Article 25  Confidentiality

  • The User and the Provider shall not disclose business secrecy (including communication secrecy) of the other party obtained from execution of this Agreement to a third party.
  • If compulsory disposition is enforced according to the order or law of a court, the Provider shall not be responsible for any confidentiality in the preceding clause in the range specified by the disposition concerned.
  • Regardless of the provisions in the preceding clauses, the User and the Provider shall not be responsible for confidentiality in Clause 1 of this article for the applicable information below:
    • Information already owned before receiving
    • Information received without confidential obligation from a third party who has legitimate disclosure information
    • Information that is known or used in public at the time of receipt
    • Information that is known or used in public not attributable to the recipient after receipt
    • Information that is independently invented or developed without using or referring the other party's secret in Clause 1 of this article by the recipient

Article 26  Termination of Relationships with Antisocial Forces

  • The User shall declare that the User, directors of the User (person who is substantially engaged in management and business), employees or mediator of this Agreement do not apply to any one of the following items:
    • Gangster organization; member of gangster organization; person who has not spent 5 years after quitting a member of gangster organization; associate member of gangster organization; company or entity related to gangster organization; extortionist; group conducting social campaigns or political activities; organized special intellectual crime group or other antisocial forces equivalent thereto (hereinafter referred to as "Antisocial Forces" in general).
    • Antisocial Forces have the governing influence over business activities of the User through investment, financing, trade or other relations.
    • Antisocial Forces have a relation that is considered to be essential to management.
    • A relation which is considered to have unreasonable use of Antisocial Forces for the purpose of unfair profit of the person concerned, company concerned or third party or for the purpose of doing harm to a third party, is available.
    • A relation which is considered to give funds or benefits for Antisocial Forces is available.
    • A relation with Antisocial Forces that is socially accused of is available.
  • The User shall declare that execution of this Agreement does not contribute to management of Antisocial Forces or does not help growth of the activity.
  • The User shall not perform the items applicable to the following:
    • A relation Antisocial Forces such as providing funds, benefits or investments using Antisocial Forces or to Antisocial Forces is available.
    • The following acts are performed using the User, work employees or third party:
      • Swindling, violence or threatening words are used.
      • Contrary to the fact that the person belongs to Antisocial Forces or that relevant entity or a person concerned belongs to Antisocial Forces is conveyed.
      • Acts that damage or may damage honor, credit, and so on of the Provider is performed.
      • Acts that disturb or may disturb the work of the Provider is performed.
  • If the User violates the provisions of this article, the Provider may terminate this Agreement without any procedures of prior notice. In this case, the Provider shall not be obliged to provide any money or other economical benefits to the User regardless of the purpose.

Article 27  No Assignment of Rights and Obligations

The User shall not assign all or part of rights and obligations arising from this Agreement to a third party. However, this does not apply to prior written approval by the Provider.

Article 28 Governing Law

The governing laws for conclusion, effectiveness and understanding of this Agreement and acquisition/forfeiture of rights are Japanese laws.

Article 29  Discussion

The User and the Provider shall discuss items not specified in this Agreement or doubts in interpretation as necessary before determination.

Article 30  Competent Court

If dispute in relation to this Agreement may arise, the Tokyo District Court shall be the exclusive court of first instance.

Article 31 Separability

Even if any provision in this Agreement is considered ineffective, illegal or unenforceable regardless of the reason, effectiveness, legality and enforceability of the remaining provisions in this Agreement shall not be affected. Provisions which are considered ineffective, illegal or unenforceable shall have effectiveness within the allowable range of the law.

Article 32 Revision of This Agreement

The Provider may revise this Agreement at any time without prior approval of the User. In revision, the Provider shall notify the User of the applicable revisions with an adequate measure considered appropriate by the Provider (including a notice on the Provider's website). If the User uses this Service after the applicable revision is activated, the User is considered to have agreed with the applicable revision and this Agreement after revision shall be applied.

Article 33 Special Agreement for the Free Plan

  • For the THETA 360.biz free plan service, Item 4, Clause 3, Article 2, Item 1, Clause 1, Article 10, Articles 12, 13, and 14 in this Agreement shall not be applied.
  • For the THETA 360.biz free plan service, a revised Article 20 shown below shall be applied.
  • Article 20 Disclaimer

    • The User shall not assume any responsibility for use of this Service or damage on other persons regardless of default responsibility on financial obligations, unlawful responsibility, or other legal causes for claim.
    • In addition to the preceding clause, the User shall not assume any responsibility for dispute (including dispute caused by infringement on rights) for use of this Service between the Provider and a third party, regardless of the cause.
  • For the THETA 360.biz free plan service, a revised Article 22 shown below shall be applied.
    • Article 22  Termination of This Agreement

    • The User may terminate this Agreement by giving notice two months before the desired cancellation date according to the method specified by the Provider.
    • This Agreement is terminated when the Provider ends all of this Service according to this Agreement. However, when the User or the Provider has terminated this Agreement according to this Agreement, this Agreement shall be terminated at the time regardless of the period of this Service.
    • Regardless of the reason for termination of this Agreement, all debts of the User existing at the termination of this Agreement shall not disappear after termination of this Agreement until the debt is completely paid off.

End of document

Appendix Individual Service Terms

The Provider shall provide the following services to the User as "THETA 360.biz" (hereinafter referred to as "This Service").

End of document