Terms of Use for Resily Service [March 19, 2018]
Terms of Use for Resily Service
Chapter 1. General
| Article 1 (Application) |
|---|
| Resily Inc. (hereinafter, the "Company") has established these Terms of Use (hereinafter, the "Terms") to provide Resily services (hereinafter, the "Service") to the customer (hereinafter, "Customer"). |
| Article 2 (Amendment of Terms of Use) |
| The Company may amend the Terms in whole or in part. In such case, the Company and the Customer shall be deemed to have agreed on the amendments of the contents of the agreement set forth in Article 3, Paragraph 2 of the Terms (hereinafter, the "Agreement") without any separate agreement between the Company and the Customer. 2. When amending the Terms, the Company shall notify the Customer of such amendment by sending an e-mail or a document to the e-mail address or address specified by the Customer at the time of the execution of the Agreement, or by any other means that the Company deems appropriate. Any amendment will take effect on the date specified in the notice. If the Customer continues to use the Service after the amendment of the contents of the Terms, the Customer will be deemed to have agreed to all the contents described in the amended Terms. |
Chapter 2. Agreement
| Article 3 (Conclusion of Agreement) |
|---|
| Any person who wishes to use the Service shall agree to comply with the Terms, and shall fill out a service application form designated by the Company in response to a quotation provided by the Company and submit it to the Company (hereinafter collectively, the "Application"). In addition, the Customer shall provide the Company with the information necessary for the Company to provide the Service (hereinafter, "Registration Information") without delay. 2. The Agreement for the Service shall be concluded when the Customer submits the Application to the Company. If the Company makes any objection within two weeks after the submission of the Application, the Agreement shall become null and void retroactively to the time of application. 3. If there are any special provisions in the quotation with respect to the Terms, the contents described in the quotation shall take precedence over the Terms. 4. The Company will provide the Service based on the Registration Information. The Company shall not be liable if it is unable to provide the Service due to incorrect Registration Information or any reasons. (The Service Fees shall be charged even in such cases.) 5. When the Customer adds any additional user ID, options, etc., the same shall be added to the Agreement (hereinafter, the "Additional Agreement") by way of addition to the Service or by giving notice through the method specified by the Company. Any Additional Agreements will become effective from the date when the additions are made and the contents will be reflected on the invoice issued by the Company. |
| Article 4 (Term of Agreement) |
| The term of the Agreement shall be for the period agreed upon between the Customer and the Company in the Application (hereinafter, "Use Period"). However, if the Customer or the Company does not notify the other party in writing of its intention to refuse the renewal or to amend the terms and conditions of the Agreement no later than 30 days prior to the expiration of the Use Period, the Agreement shall be automatically renewed for an additional successive period of one year under the same terms and conditions, and the same shall apply thereafter. In the case of an Additional Agreement, the Use Period under the Agreement prior to the addition shall apply. 2. Notwithstanding the provisions of the preceding paragraph, additional consulting services in the Service shall not be included in the renewed terms and conditions unless separate renewal procedures are taken. 3. The Customer may not cancel the Agreement during the Use Period. If a cancellation or partial cancellation occurs for the Customer's convenience, the Customer shall pay the Service Fees for the period from the day following the date of cancellation accepted by the Company to the expiration of the original Use Period to the Company as a cancellation fee. If any payment has already been made, such amount shall be appropriated, and any shortfall shall be paid separately. 4. If the Customer cancels the Agreement for the Customer's own convenience during the period from the conclusion of the Agreement to the commencement date of the Use Period, the Customer shall pay to the Company the monthly fee for one month as a cancellation fee. 5. If it becomes unfeasible for the Company to continue the Service, the Company may terminate the Agreement by giving prior notice of termination to the Customer. |
| Article 5 (Service Fees) |
| The Service Fees shall be as stated in the quotation. (However, any Additional Agreements shall be stated in the invoice; the same shall apply hereinafter.) The Customer shall close the account at the end of the month of the date of commencement of the Use Period or the renewal date of the Agreement, and pay the amount stated in the quotation in a lump sum cash payment at the end of the following month. The Customer shall bear the bank transfer fee and consumption tax and local consumption tax (the consumption tax and local consumption tax are hereinafter collectively, "Consumption taxes."). If Consumption taxes are changed during the Use Period, the changed tax rate will be applied to the Use Period after the change. 2. If the Customer fails to pay the Service Fees as set forth in this Article once, or falls under any of the items set forth in Article 6 of the Terms, the Customer shall forfeit the benefit of time under the Agreement and shall pay all of the Service Fees immediately. 3. If the Customer is located outside of Japan and the Company is subject to taxation in accordance with the laws and regulations of the relevant country or other taxes other than those under the laws and regulations of Japan, the Customer shall bear such taxes. |
| Article 6 (Termination of Agreement) |
| Notwithstanding the provisions of Article 4, either party may immediately terminate the Agreement if the other party falls under any of the following items. (1) If the party breaches any of the provisions of the Agreement; (2) When a transaction has been suspended for at a bill exchange due to dishonored bills or checks, or when a similar situation arises. ; (3) If the party becomes subject to the revocation or suspension of their business license by a supervisory authority; (4) If the party becomes subject to provisional attachment, provisional disposition, compulsory execution, etc. (excluding cases as a third-party obligor); (5) If the party becomes subject to suspension of payment, is unable to pay debts, or is insolvent, or causes a petition for bankruptcy, corporate reorganization, civil rehabilitation, special liquidation, or other insolvency proceedings (including any such proceedings as amended or established after the execution of the Agreement) to be filed by or against the party; (6) If the party is dissolved due to any reason other than a merger; (7) If the party breaches any of the commitments set forth in Article 19 hereof; or (8) If there are other reasonable grounds to determine that the performance of individual business is likely to be difficult for the party. |
Chapter 3. Use
| Article 7 (Management of Passwords and User IDs) |
|---|
| The Customer shall ensure that users comply with the contents of the Terms. Any violation of the Terms by a user shall be deemed as a violation of the Terms by the Customer, and both shall be jointly and severally liable therefor. 2. The Customer shall assign one user ID for use per user, and user IDs shall not be shared by multiple users unless specifically permitted by the Company. 3. The Customer shall, at its own responsibility, properly manage and store the passwords and user IDs related to the Service, and shall not allow any third party to use them, or shall not lend, assign, change the name of, buy, or sell them. 4. The Customer of the Service shall be liable for damages caused by inadequate management, errors in use, use by a third party, etc. of passwords or user IDs, and the Company shall in no event be liable for such damages. |
| Article 8 (Collaboration with Third-Party Services) |
| The Company may provide additional services in collaboration with the services of third parties other than the Company (hereinafter, "Collaboration with Third-Party Services"). In using the Collaboration with Third-Party Services, the Customer shall agree to the following in addition to being subject to any separate agreement between the Customer and the operator of the Third-Party Services. (1) The copyright and any other rights to the Collaboration with Third-Party Services shall belong to the Company or the operator of the Third-Party Services. (2) The information provided through the Collaboration with Third-Party Services may be used only within the scope of the purpose of personal use, and may not be copied, sold, published, announced, or distributed for any other purpose. |
| Article 9 (Suspension of the Service) |
| The Company will suspend the provision of the Service on a regular or as-needed basis for such maintenance as the Company deems necessary. The Customer acknowledges in advance that the systems of the Service may be unavailable for use, in whole or in part, during the Company's maintenance activities. 2. The Company may suspend or discontinue the provision of the Service, in whole or in part, without giving prior notice to the Customer, in the event of any of the following. (1) When performing an emergency inspection or maintenance works of the computer system pertaining to the Service; (2) When computers or communication lines, etc. stop due to an accident; (3) When it is unfeasible to operate the Service due to force majeure such as earthquake, lightning strike, fire, wind or flood damage, power failure, or natural disaster; or (4) Any other case where the Company deems that suspension or discontinuation is necessary. 3. The Company shall not be liable for any damages incurred by the Customer as a result of measures taken by the Company pursuant to Paragraph 2. |
| Article 10 (Abolition or Change of the Service) |
| The Company may change, discontinue, or terminate the Service in whole or in part with prior notice to the Customer. However, if the details of the change, discontinuation, or termination are not important, such change, discontinuation, or termination may be implemented without notice. |
Chapter 4. Handling of Information
| Article 11 (Safety Management) |
|---|
| The Company will pay close attention and ensure the safe management of the information that the Customer registers through the Service (hereinafter, “User Information”). During the Use Period, the Company may back up the stored information in preparation for the failure or outage of the server without obtaining consent from the Customer. In such case, the Company may delete the stored information that it has backed up after the termination of the Agreement without giving notice to the Customer. The Company shall not be responsible for any loss caused to the Customer due to the deletion of the stored information that was backed up. 2. Notwithstanding the provision of Paragraph 1, the Customer shall be responsible for backing up their own User Information. The Company shall not be liable for any damage suffered by the Customer due to the failure of such backup, including the recovery of User Information. 3. The Company may access the User Information for the following purposes. (1) To improve the Service for the Customer; (2) For the safe operation of the Service; (3) To prevent problems with the Service or the system of the Service; and (4) To resolve support issues with the Service, upon requests by the Customer to the Company related to such issues. 4. The User Information may be disclosed or released in part or in full upon request in accordance with laws and regulations (including requests through inquiry of investigation-related matters) or as required for legal procedures. |
| Article 12 (Personal Information Protection) |
| The handling of personal information in the Company shall be as set forth in the Privacy Policy on the Company website (https://www.resily.com/). 2. The Company may use personal information within the scope of the purpose of use described in the Privacy Policy even after the termination of the Agreement. |
| Article 13 (Use of Information) |
| The Company will use the User Information to provide a variety of infromation on the use of the Service. 2. The Company may analyze the use status of the Service for statistical purposes and publish the statistical results to the public. However, we will ensure that individual Customers and personal information are not identified. |
| Article 14 (Disclosure of Cases) |
| Unless the Customer specifically requests otherwise, the Company may disclose the Customer’s company name as a company that is using the Company’s services. |
Chapter 5. General Provisions
| Article 15 (Confidentiality) |
|---|
| The Customer and the Company shall keep confidential any technical, business, or other confidential business information provided by the other party. The terms and conditions of the Service shall also be confidential information. |
| Article 16 (Late Payment Charge) |
| If the Customer fails to pay any amount due under the Agreement, the Customer shall pay to the Company a late payment charge at the statutory rate of interest for commercial matters on the amount due. |
| Article 17 (Assignment of Rights) |
| The Customer shall not assign or encumber any of its rights or obligations under the Agreement to any third party without the prior written consent of the Company. |
| Article 18 (Ownership of Property Rights) |
| All ownership rights, copyrights, trademark rights, patent rights, and any other rights in connection with the Service provided by the Company to the Customer in performing the Agreement shall belong to the Company, unless specified otherwise in the Terms. Alternatively, they may be legitimate rights that the Company has acquired from an authorized third party, and the Customer shall not acquire any of such rights in any circumstances. |
| Article 19 (Elimination of Antisocial Forces) |
| The Customer and the Company represent and warrant that neither party falls under or will fall under an organized crime group, a member of an organized crime group, an associate member of an organized crime group, a related company of an organized crime group, a corporate racketeer, a group engaging in criminal activities under the pretext of conducting social campaigns, a crime group specialized in intellectual crimes, or any other antisocial forces equivalent thereto. 2. The Customer and the Company promise that neither party will commit or cause a third party to commit violent demands, unreasonable demands beyond legal responsibility, acts using intimidating words and deeds or violence in relation to transactions, acts that harm the credibility of any company or interfere with the business of any company by using rumors, fraudulent means or force, acts that encourage or contribute to the activities of anti-social forces, the provision of benefits to anti-social forces, or any other similar acts. |
| Article 20 (Compensation for Damages and Indemnification) |
| In no event shall the Company be liable for lost profits or indirect, punitive, or other special damages arising from the Customer’s use of the Service. In the event that the Company is liable to the Customer for damages due to the application of relevant laws and regulations or for any other reason, the Company shall not be liable for damages in excess of the amount paid by the Customer to the Company in the last 12 months. 2. The Company shall not be responsible for any dispute between the Customer and a third party arising from the Customer's use of the Service. |
| Article 21 (Force Majeure) |
| The Company shall not be liable for any failure or delay in its performance of obligations under the Agreement due to force majeure, including but not limited to acts of God, typhoons, earthquakes, power outages, fires, labor disputes, riots, epidemics, changes of laws and ordinances, regulations, circulars, administrative guidance or other guidance by the government, any relevant ministry or local government, problems with transportation facilities, or any matter beyond reasonable control. |
| Article 22 (Governing Law and Jurisdiction) |
| The Terms of Use shall be governed by the laws of Japan. 2. The Tokyo District Court or the Tokyo Summary Court shall have exclusive jurisdiction for the first instance over any lawsuit related to the Service, depending on the amount of the claim. |
| Article 23 (Language) |
| This English version of the Terms is only for reference purpose. In case of difference, the Japanese version shall prevail. |
First edition
January 5, 2018
Revision History
March 7, 2018
March 19, 2018
