JCV CLOUD SERVICE TERMS OF USE

CHAPTER 1 GENERAL PROVISIONS

Article 1 Application of these terms of use

Japan Computer Vision Corp. (“JCV”) provides the JCV Cloud Service (the “Service”) pursuant to these terms of use (these “Terms”).

Article 2 Definitions

Under these Terms, the following terms shall each have the following meanings.

1.“Service”
The JCV Cloud Service provided to the Customer pursuant to these Terms by JCV as an application service provider.
2.“Customer”
A party who concludes a Usage Agreement with JCV based on these Terms and receives provision of the Service.
3.“Usage Agreement”
An agreement regarding the provision of the Service concluded between JCV and the Customer pursuant to these Terms.
4.“Usage Agreement, Etc. ”
The Usage Agreement and these Terms.

Article 3 Modifications to these Terms

JCV may modify these Terms at any time pursuant to the provisions of Article 548-4 of the Civil Code of Japan without obtaining the prior consent of the Customer. In the case that JCV will modify these Terms, JCV shall make known to the effect that it will carry out the modifications, the content of the modifications, and the date on which the modifications will become effective, and any other matters JCV deems to be appropriate via the method of posting these matters on the JCV website or via any other such appropriate method, and the modifications shall come into effect from the effective date prescribed when these matters are made known.

Article 4 Notifications from JCV

1.JCV shall notify the Customer of necessary matters at any time via posting on the JCV website or via any other method JCV determines to be appropriate.
2.In the case that the notification prescribed in the preceding paragraph is made via posting on the JCV website, JCV shall give effect to the content of the notification from the time of its posting.

CHAPTER 2 CONCLUSION, ETC. OF AGREEMENTS

Article 5 Formation of Usage Agreements

1.Usage Agreements shall be formed when an applicant desiring to use the Service (“Applicant”) submits to JCV the usage application form prescribed by JCV, and JCV sends a notification of approval regarding this usage application form to the Applicant via a method prescribed by JCV. Applicants shall make the application after having agreed to the content of these Terms, and JCV shall deem the Applicant to have agreed to the content of these Terms at the time when the Applicant makes the application.
2.Modifications to Usage Agreements shall become effective when a Customer submits to JCV the usage modification application form prescribed by JCV, and JCV sends a notification of approval regarding this usage modification application form to the Customer via a method prescribed by JCV.
3.The granting or denial of the approval of JCV prescribed in the preceding two paragraphs shall be decided at the discretion of JCV. Even if JCV does not grant its approval for a usage application from an Applicant or a usage modification application from a Customer, JCV does not bear any obligation to disclose the reasons therefor.

Article 6 Notification of changes

1.If there is a change in any of the following, the Customer shall promptly notify JCV thereof via the method prescribed by JCV:
1. (i) registered name (corporate name, entity name, website name, etc.);
2. (ii) address or location;
3. (iii) information of the person responsible for use (contact information or email address, etc.); or
4. (iv) in addition to the preceding items, any other matters the Customer has notified to or registered with JCV.
2.JCV shall not bear any liability even in cases where the Customer incurs loss or damage or disadvantage resulting from the non-arrival of a notification from JCV or any other such reasons due to the Customer having neglected to notify JCV of a change in accordance with the provisions of the preceding paragraph.

Article 7 Temporary suspension or discontinuation of provision of the Service

1.If JCV falls under any of the following items, JCV may suspend the provision of the Service without being required to give prior notice to or obtain approval from the Customer:
1. (i) if JCV conducts periodic or urgent maintenance for the equipment, etc.that is used for the Service;
2. (ii) if JCV becomes unable to provide the Service due to fire, power outages, or the like;
3. (iii) if JCV cannot provide the Service due to natural disasters or other such force majeure events; or
4. (iv) in other cases where JCV determines that a temporary suspension of the Service is necessary due to operational or technical grounds.
2.JCV shall be able to discontinue all or a part of the provision of the Service without being required to give prior notice to or issue any demand for cure to the Customer if the Customer falls under any of the items of Article 11 (Termination of Usage Agreement by JCV), paragraph 1 or if the Customer has not paid the usage fee or has in any other way breached the Usage Agreement, Etc.
3.Even if a delay, suspension, or discontinuation of the provision of the Service occurs due to any of the items prescribed in the preceding paragraphs or for any other such reason, JCV shall not bear any liability for loss or damage incurred by the Customer or a third party(regardless if such third party is a domestic or foreign entity; the same applies hereafter) as a result thereof.

Article 8 Usage period

1.The usage period for the Service shall be prescribed in the Usage Agreement; provided, however, that the usage period shall be automatically renewed for an identical period of time starting from the day following the final day of the usage period in the Usage Agreement, and the same shall apply in the future, unless either the Customer or JCV manifests an intention otherwise no later than one month prior to the expiration of the usage period via the method prescribed by JCV.
2.If there are any modifications to the type, content, or usage fee of the Service or any other modifications to the Usage Agreement that will occur after the renewal of the usage period, JCV shall notify the Customer of the modified content of the Usage Agreement no later than [30] days before the final day of the usage period of the Service. If the Usage Agreement has been automatically renewed pursuant to the provisions of the preceding paragraph, the Customer shall be deemed to have consented to such modified content.

Article 9 Minimum usage period

The minimum usage period for the Service shall be a period of one year, calculated from the first day of the usage period (or, if the usage period has been renewed, from the renewal date).

Article 10 Termination of Usage Agreement by the Customer

The Customer shall be able to terminate the Usage Agreement on its desired termination date by settling the payment of the entire amount of the usage fee corresponding to the usage period of the Usage Agreement and the corresponding amount of consumption taxes thereon, and notifying JCV of the desired termination date no later than one month before that date via the method prescribed by JCV. If a desired termination date is not stated or if the period from the date on which the notification of the desire to terminate arrives until the desired termination date is less than one month, the desired termination date of the Customer shall be deemed to be the last day of the month following the month in which falls the date on which the notification of the desire to terminate arrived at JCV.

Article 11 Termination of Usage Agreement by JCV

1.If JCV determines that the Customer falls under any of the following items, JCV may terminate all or a part of the Usage Agreement without being required to give prior notice to or to issue any demand for cure to the Customer:
1. (i) if the usage application form, usage modification application form, or in any other notification content, etc. submitted to JCV contains a statement which was factually inaccurate or an omission of a fact which should have been stated;
2. (ii) if the Customer suspends payments or becomes unable to pay debts as they become due;
3. (iii) if a note or check drawn by the Customer is dishonored;
4. (iv) if the Customer is the subject of a petition of seizure, provisional seizure, or auction, or is subject to a disposition for tax delinquency;
5. (v) if the Customer is the subject of a petition for bankruptcy, the commencement of corporate reorganization proceedings or civil rehabilitation proceedings, voluntary liquidation, or the creditworthiness of the Customer becomes materially unstable;
6. (vi) if the Customer is subject to the revocation or suspension, etc. of its business license by the relevant supervisory public agency;
7. (vii) if the Customer breaches any part of the Usage Agreement, Etc. and the breach is not remedied within a reasonable period of time after JCV issues a demand for remedy of the breach;
8. (viii) if the Customer resolves to dissolve itself, reduce its stated capital, or transfer, etc. all or a material part of its business; or
9. (ix) if JCV determines for any other reason that it has become inappropriate for JCV to provide the Service to the Customer or it has become difficult to perform the Usage Agreement.
2.If there are any unpaid usage fees, etc. or payment delay damages outstanding at the time the Usage Agreement is terminated pursuant to the preceding paragraph, the Customer shall pay these by no later than the date prescribed by JCV.

CHAPTER 3 SERVICE

Article 12 Service

1.The content of the Service shall be as follows:
1. - The provision of application services which control JCV Series devices.
2. - The handling of inquiries regarding the use of the Service.
2.The content of the Service shall be what JCV is able to reasonably provide at the time.
3.The Service is a service provided on the assumption that it will be used on an existing internet network. JCV shall not provide the Customer with the telecommunications equipment, telecommunications environment, software, or any other equipment or electronic communications services incidental thereto or necessary therefor, that may be required in order to use the Service.
In order for a Customer to use the Service, the Customer must use the software approved by JCV under the operating conditions approved by JCV. JCV shall not bear any liability towards the Customer if the Customer uses software other than the software approved by JCV, even if the Customer is unable to receive the provision of the Service. The use of the approved software by the Customer shall be subject to all terms and conditions of license agreements attached to that software or which include that software or any other such agreements or terms, etc.

Article 13 Procedures

When using the Service, the Customer shall complete all of the prescribed procedures set forth in advance.

Article 14 Changes to content, etc. of Service

JCV may change the content or title of the Service without notifying the Customer in advance thereof.

CHAPTER 4 USAGE FEE

Article 15 Usage fee for Service

The usage fee for the Service and the calculation method, etc. thereof shall be as separately prescribed by JCV in a schedule of fees.

Article 16 Payment obligation of usage fee

1.As consideration for the provision of the Service, the Customer shall pay the usage fee prescribed in the Usage Agreement and any consumption taxes, etc. thereon pursuant to the Usage Agreement, Etc. If the Customer does not complete the payment prescribed in this Article, JCV may suspend the provision of the Service in accordance with the provisions of Article 7 (Temporary suspension or discontinuation of provision of the Service), paragraph 2, or may terminate the Usage Agreement in accordance with the provisions of Article 11 (Termination of the Usage Agreement by JCV), paragraph 1.
2.During the usage period, even if a situation occurs in which the Service cannot be used due to the suspension or discontinuation of the provision of the Service or for any other such reason as prescribed in Article 7 (Temporary suspension or discontinuation of provision of the Service), the Customer shall pay the usage fee during that usage period and any consumption taxes, etc. thereon.

Article 17 Payment method of usage fee

The Customer shall perform its payment obligations for the usage fee for the Service and any other such payment obligations via the method separately approved by JCV with each Customer. Any wire transfer fees or any other such fees necessary for the payment shall be borne by the Customer.

Article 18 Delay damages

1.If the Customer does not perform its payment obligations for the usage fee or for any other such payment obligation despite the elapse of the payment deadline, the Customer shall immediately pay to JCV a sum calculated at rate of 14.5% per annum for the number of days starting from the day after the payment deadline until the day before the day of the payment as delay damages together in a lump sum with the usage fee or other such payment obligation via a method designated by JCV.
2.Any wire transfer fees or any other such fees necessary for the payment prescribed in the preceding paragraph shall all be borne by the Customer.

CHAPTER 5 OBLIGATIONS, ETC. OF THE CUSTOMER

Article 19 Equipment, etc.

The Customer shall prepare at its own expense and liability the telecommunications equipment, telecommunications environment, software, or any other equipment incidental thereto or necessary therefor, that may be required in order to use the Service, and shall set up such equipment in a way that enables the Customer to use the Service. In addition, the Customer shall connect to the Service through an electronic communications service of its own choosing at its own expense and liability.

Article 20 Management responsibility for personal authentication information

1.JCV shall grant the Customer access to the exclusive administrative website for the Service and passwords necessary in order for the Customer to use the Service, and the Customer shall bear the management responsibility for such administrative website and passwords; provided, however, that the Customer must not use the administrative website or passwords beyond the scope provided for in the Usage Agreement.
2.Liability for loss or damage due to insufficient management, mistaken usage, or use by a third party, etc. of the administrative website or passwords granted to the Customer by JCV shall be borne by the Customer.
3.The Customer shall not engage in any acts of unauthorized use of the administrative website or passwords granted to the Customer by JCV or acts in which such unauthorized use is likely to occur.
4.If the Customer forgets or divulges the administrative website or the passwords granted to the Customer by JCV, or if it is discovered that the administrative website or the passwords are being used in an unauthorized way by a third party, in addition to immediately communicating to JCV to that effect, the Customer shall follow the instructions of JCV if there are such instructions.

Article 21 Person responsible for use

1.After determining in advance a person responsible for use of the Service, the Customer shall state that person in the usage application form prescribed in Article 5 (Formation of Usage Agreements) and notify JCV thereof, and in principle any communications or confirmations, etc. with JCV regarding the use of the Service shall be conducted through that person.
2.If there is any change to the person responsible for use stated in the usage application form, the Customer shall promptly notify JCV of this in a usage modification application form.

Article 22 Principle of self responsibility

1.The Customer shall bear all liability regarding the use of the Services, all of the actions thereof taken by the Customer when using the Service and the result of using the Service.
2.If the Customer is notified of any inquiries or complaints, etc. from a third party due to the use of the Service, the Customer shall process and resolve those inquiries or complaints, etc. at its own liability and expense. If JCV receives a warning, complaint, lawsuit, or notice or claim for provisional disposition, etc. as a result of or in connection with the use of the Service by the Customer, the Customer shall process and resolve any and all of these items at its own liability and expense, and shall compensate JCV for any loss or damage JCV may incur thereby.
3.If the Customer has any demands, questions, or complaints regarding the actions of a third party other than JCV in connection with the Service, the Customer shall directly notify, etc. that third party to that effect, and the Customer shall process and resolve the outcomes of such demands, questions, or complaints at its own liability and expense. JCV shall not bear any liability regarding the actions of a third party.
4.If the Customer causes JCV or a third party to incur loss or damage by using the Service (including if a third party or JCV incurs loss or damage due to the non-performance of obligations by the Customer under the Usage Agreement, Etc.), the Customer shall compensate for that loss or damage at its own liability and expense.

Article 23 Other prohibited matters

The Customer shall not engage in any of the following activities in connection with the use of the Service:
1. (i) infringing on or doing anything that is likely to infringe on the intellectual property rights, such as copyrights or trademark rights, or any other such rights of JCV or a third party;
2. (ii) violating the privacy of a third party;
3. (iii) altering or deleting the content of the Service or information that may be used through the use of the Service;
4. (iv) causing a third party to use the Service in breach of the Usage Agreement, Etc.;
5. (v) using the Service for the benefit of a third party or otherwise using the Service for a purpose other than the use by the Customer itself without the prior written approval of JCV;
6. (vi) violating laws and regulations or offending public order or common decency, or harming the interests of JCV or a third party;
7. (vii) discriminating against or slandering another person, or defaming the reputation or credit of another person;
8. (viii) activities linked or likely to be linked to a crime such as fraud;
9. (ix) starting a pyramid scheme or soliciting others to join a pyramid scheme;
10. (x) using the Service while impersonating a third party;
11. (xi) sending or publishing harmful computer programs, etc. that contain viruses or the like;
12. (xii) sending advertising, publicity, or solicitation emails to a third party without permission, or sending emails that cause a third party to feel or are likely to cause a third party to feel a sense of aversion(harassing emails);
13. (xiii) obstructing or doing anything likely to obstruct the use or operation of the equipment, etc. of a third party or related to the Service;
14. (xiv) posting any link with the nature or purpose of encouraging an activity that Customer is aware falls under any of the foregoing items;
15. (xv) using logos or link buttons other than those prescribed by JCV;
16. (xvi) suggesting, without permission from JCV, that JCV endorses or is supporting the Customer or the services of the Customer (such as listing JCV as a contact for inquiries); and
17. (xvii) in addition to the items listed above, otherwise breaching the Usage Agreement, Etc.or offending public order or common decency, obstructing the operation of the Service, defaming the credit of JCV or damaging the assets of JCV, harming the interests of a third party or JCV, or any other activities which JCV determines to be inappropriate.

CHAPTER 6 WAIVER, ETC.

Article 24 Waiver

1.Even if the Customer becomes unable to use the Service for any reason, JCV shall not bear any liability. In addition, JCV shall not bear any liability for poor connections or the like to the internet, etc., regardless of the reasons therefor.
2.JVC will not bear any liability for any information that is distributed as a result of the use of the Service. In addition, there are inherent limitations to the security mechanisms of the Service, and therefore by using the Service the security of the Customer shall be maintained at the liability and expense of the Customer, and JCV does not make any warranty in respect of such security.
3.JCV does not bear any liability in connection with the completeness, accuracy, applicability, or usefulness, etc. regarding the data, etc. provided by JCV or the data, etc. registered by a third party.
4.In addition to the provisions of Article 7 (Temporary suspension or discontinuation of provision of the Service), paragraph 3, JCV shall not bear any liability for loss or damage of the Customer which is incurred due to the use of the Service (including loss or damage as a result of trouble arising between the Customer and a third party), or for loss or damage of the Customer or a third party which is incurred due to the inability of the Customer or third party to use the Service, except in the case prescribed in the following paragraph.
5.Notwithstanding the provisions of the preceding paragraph, in the case that the Customer incurs loss or damage when JCV provides the Service due to the willful or gross negligence of JCV, JCV compensate for loss of damage by that Customer up to a ceiling of the actual amount paid to JCV by that Customer for the usage period in which the loss or damage was incurred.

Article 25 Personal Information

1.JCV shall appropriately handle the personal information prescribed in the Act on the Protection of Personal Information (Act No. 57 of 2003) (“Personal Information”) pursuant to the provisions of its privacy policy prescribed separately.
2.The Customer shall comply with all applicable laws and regulations regarding the Personal Information the Customer has the potential to acquire due to its use of the Service, and shall handle the Personal Information appropriately, including obtaining consent from a principal when necessary. When the Customer publicly discloses the Personal Information it holds, the Customer shall bear all liability for the outcome thereof, and shall act in accordance with the provisions of Article 22 (Principle of self responsibility). In addition, the provisions of Article 24 (Waiver) shall apply if the Customer incurs loss or damage due to the case where JCV uses or discloses Personal Information which is under the scope of purpose or terms and conditions stated in the Usage Agreement, Etc. or the privacy policy, or due to any other use or disclosure of Personal Information.
3.The Customer shall consent to (1) the collection and use of the Personal Information of the Customer itself (including information, etc. regarding the status of use of the Service, but not including Personal Information acquired by the Customer through its use of the Service) for any of the purposes listed below, and (2) the use of the Personal Information for the performance of services by a third party contracted by JCV to implement the services listed in any of the following items (the “Subcontractor”), and the disclosure of all or a part of the Personal Information to that Subcontractor by JCV for the performance of those services.
1. (i) Distribution of objects which operate on the Service (“Objects”)
2. (ii) Provision of the products and services of JCV and clients, and information regarding those products and services, via the distribution of emails and Objects and posted mail, etc.
3. (iii) Survey research requests
4. (iv) Preparation of statistical information and analyzed data, etc. and the use thereof
5. (v) Provision of information regarding updates to the Service

Article 26 Protection, etc. of communicated content

1.If the Customer conducts communications through the Service, JCV shall handle the content of the communications conducted by the Customer through the Service as confidential; provided, however, that this shall not apply to communicated content on websites which are not encrypted and may be viewed by many and unspecified persons.
2.If JCV discloses Personal Information in accordance with a warrant issued by a court or other decision of a court, or is otherwise required to disclose Personal Information due to the provisions of laws, JCV shall not be subject to the obligation of confidentiality prescribed in the preceding paragraph within the scope prescribed in such disposition or order.
3.If the specification, payment, or collection of claims or obligations pertaining to the use of the Service by the Customer is deemed to be necessary, JCV may disclose Personal Information to financial institutions or clients, etc. within the scope necessary, and to that extent JCV shall not be subject to the obligation of confidentiality prescribed in paragraph 1.
4.JCV may perform aggregation and analysis of records pertaining to the use of the Service by the Customer, prepare statistical data, and use and process this data for the performance of services for the development, etc. of new services. In addition, JCV may provide statistical data to its business affiliates.

CHAPTER 7 MISCELLANEOUS

Article 27 Severability

Even if a provision of these Terms becomes invalid, illegal, or unenforceable, the validity, legality, and enforceability of the other provisions will not be compromised or affected in any sense. In addition, even if a provision of these Terms is deemed to be invalid as a result of a judgment by a competent court to the effect that it violates the law, that provision shall be enforceable to the maximum extent permitted, and the remaining provisions of these Terms shall be valid.

Article 28 Jurisdiction

The Tokyo District Court shall have exclusive jurisdiction in the first instance for any lawsuit that becomes necessary between the Customer and JCV.

Article 29 Governing law

The Usage Agreement, Etc. shall be governed by and construed in accordance with the laws of Japan.