Terms of Service of "delika"
Established as of January 1 of 2020
Revised on March 31 of 2020
Chapter 1 General Provisions
Article 1. (Definitions)
Words used in these Terms are defined as follows:
- "Company’s Website" means the website that is managed and operated by the Company and whose domain includes the character string "delika.io/”.
- "Platform" means the sharing platforms provided by the Company on the Company’s Website.
- "Data" means information in an electromagnetic record (a record prepared by an electronic method, magnetic method, or any other method that is used for information processing by computers).
- "User Data" means Data provided by the User on the Platform.
- "Processing, etc." means the processing, analyzing, editing, integrating, etc. of the User Data.
- "Services" means the services provided by the Company that enable the User(s) to provide the Platform with the User Data and use the User Data provided.
- "User Candidate" means any person or juridical person who wishes to use the Services, applies for registration, or seeks to apply for registration.
- "User" means any User Candidate who has been accepted by the Company to be registered as a user of the Services pursuant to the provisions of Article 4.
- "Service Agreement" means any service usage contract entered into between the Company and the User, including these Terms.
- "Data Provider" means a User who has provided particular User Data on the Platform.
- "Terms and Conditions of Use of Data" means the terms and conditions set forth by the User providing the User Data with respect to the use of the User Data.
- "Data Utilization Contract" means a contract entered into between the Data Provider and the Data User, which contains the Terms and Conditions of Use of Data.
- "Intellectual Property Rights" means copyrights, patents, utility model rights, design rights, trademarks, and other Intellectual Property Rights (including the right to acquire such rights or to apply for registrations, etc. for such rights).
- "Registration Items" means the User's own information provided by the User to the Company in registering the Services.
- "Personal Information Protection Law" means the Act on the Protection of Personal Information (Act No. 57 of 2003).
- "Personal Information" means personal information set forth in Paragraph 1 of Article 2 of the Personal Information Protection Law.
Article 2. (Application)
- The purpose of these Terms is to establish the rights and obligations between the Company and the User in relation to the use of the Services and the terms and conditions upon which the Services are offered; and the fact that these Terms apply to all relationships between the User and the Company concerning the use of the Services.
- The terms and conditions of use for the Services posted by the Company on the Company’s Website constitutes a part of these Terms.
- In the event the contents of these Terms differ from the terms and conditions set forth in the preceding paragraph 2. the contents of these Terms shall take precedence, unless otherwise specifically reserved in these Terms.
- When using the User Data, the User shall comply with the Terms and Conditions of Use of Data separately prescribed by a Data Provider. The Company shall not have any liability whatsoever for the results of any transactions with a User concerning the provision and use of the User Data.
Article 3. (Revisions)
- When, in addition to conformity to the common interest of the Users, it is determined that there are various changes in, among other things, the social situation, economic conditions or tax structure, changes in laws and regulations, changes in the actual situation of the Services, or other reasonable grounds, the Company may revise the contents of the Terms including but not limited to the usage fees for the Services and the contents of the Services (hereinafter collectively referred to as the "Contents of the Terms.") within the scope of the purpose for providing the Services.
- When the Company revises the contents of the Terms pursuant to the provisions of the preceding paragraph, the Company shall inform the User by displaying the contents of the revised Terms on the Company’s Website or by notifying the User in a manner prescribed by the Company. The revised Terms shall apply from the date following the elapse of a reasonable period of time specified [by the Company] when such notification was made.
Chapter 2 Registration
Article 4. (Registration)
- A User Candidate may apply to the Company for registration of use of the Services by agreeing to comply with these Terms and by providing the Company with the Registration Items in the manner prescribed by the Company.
- The Company shall decide whether registration of the User Candidate based on the preceding paragraph is approved or not in accordance with the Company’s standards. If the registration is approved, the Company shall notify the User Candidate to that effect in a manner prescribed by the Company. The registration of a User Candidate as a User shall be deemed completed upon the notification of the Company based on this Paragraph (2).
- Upon completion of the registration set forth in the preceding paragraph (2), a Service Agreement will be deemed formed between the User and the Company and the User will be able to use the Services in accordance with these Terms.
- The Company may refuse registration or re-registration when the User Candidate falls under any of the following grounds and the Company shall not be obligated to disclose any of the reasons for the refusal thereof:
- When there is a false statement, an erroneous description, or an omission, in whole or in part, of the Registration Items provided to the Company;
- When the User Candidate who is a minor, an adult ward, a person under curatorship, or a person under assistance, has not obtained the consent, etc. of his/her statutory agent, guardian, curator, or assistant;
- In the event that the Company determines that the User Candidate is an anti-social force, etc. (meaning an organized crime group, a member of an organized crime group, a right-wing group, an anti-social force, or any other person equivalent thereto; the same shall apply hereinafter) or engages in any exchange or involvement with anti-social forces, etc., such as cooperating with, or participating in, the maintenance, operation, or management of anti-social forces, etc. through funding or any other means;
- In the event that the Company determines that the User Candidate has breached a contract with the Company or is relevant to such breaching party;
- In the event the User Candidate has been subject to the measures stipulated in Article 32 (suspension or cancellation of Use, etc. by the Company); or
- Otherwise, when the Company considers the registration to be inappropriate.
Article 5. (Changes in Registration Items)
- In the event of any change in the e-mail address or any other Registration Items, the User shall promptly notify the Company of such change in the manner prescribed by the Company.
- The Company shall not have liability whatsoever for any damage suffered by the User or any third party due to the failure of the User to receive the notice from the Company as a result of the User’s failure to give the notice set forth in the preceding paragraph (1).
Article 6. (Account)
- After the User Candidate completes the registration, the Company will issue to the User the User ID and an Account linked to the User ID (hereinafter referred to as the "Account").
- The User shall, at its own responsibility, properly manage and store the Account relating to the Services, and shall not allow any third party to use the Account, or lend, transfer, change the registered name, or sell the Account to any third party.
- The User shall be liable for damages caused by inadequate Account management, misuse, or use by a third party, and the Company shall not have any liability whatsoever with respect thereto.
- The Company may deem that all acts of use of the Services occurring after the issuance of the Account are attributable to the User.
Article 7. (Entry and Control of Registration Items)
- The User understands that the Registration Items entered into the Services are based on the information entered by the User and the User shall have all liability for the legality, validity and truthfulness of the information entered by the User.
- The User shall store, at its own responsibility, the Registration Items, Account information and other information required for the use of the Services.
Chapter 3 Provision of Services, etc.
Section 1 Provision of Services by the Company
Article 8. (License of the Platform, etc.)
- The Company grants the User the right to use the Platform.
- For more details about the contents and functions, etc. about the Services, please refer to the relevant pages on the Company’s Website. The Company may add, change, or delete the contents and functions of the Services from time to time without prior notice at the discretion of the Company.
Article 9. (Provision of the Platform)
- During the period that the Services are provided, the Company shall comply with laws and regulations and provide the Services with the care of a good manager. Further, the Company shall appropriately manage and operate the Platform by providing similar security as that used at the same kind of platform.
- The Company may require the User to report in writing (including by email or other electronic means) at any time on the status of the User's compliance with these Terms, including the status of the control of the User Data, etc.
- In the event that the Company determines that there is a possibility that the User has violated these Terms based on a report in the preceding paragraph (2), the notification from another User, or the Company's own investigations or other circumstances, the Company may require the User to correct with respect to the management method, storage method, use, etc., and other items of the User Data, etc., to the extent reasonable.
- In the event that the Company requests the User to make a report as set forth in Paragraph 2 or to correct the items set forth in the preceding paragraph, the User shall respond promptly.
Article 10. (Company's Use of the User Data)
The Company grants a license to use the Platform as provision of the Services and will not thereby acquire, use, process, store or provide to any third party the User Data provided by the User to the Platform except as follows:
- In the event that the Company acquires and stores the User Data In the event that the Data provided by the User Data Provider is recorded on the server in order to make it available to Data Users.
- In the event that the Company uses the User Data In the event that the User Data reported by the User is investigated to the extent necessary.
- In the event that the Company processes the User Data In the event that the Company improves the Company’s Website or performance of the Services.
Article 11. (No Warranties by the Company )
- The Company provides the Platform as the Services and the Company does not warrant, whether expressed or implied, that the User Data provided by Data Provider is accurate, complete (including that the User Data is free of flaws or bugs), safe (including that the User Data is not infected with viruses), effective (including that it responds to the purposes of utilization of the Users), or does not infringe any third party’s Intellectual Property Rights or other rights, or that the User Data will be continuously provided to the User, with respect to the User Data provided by the Data Provider, nor does the Company assume any liability whatsoever for any damage, etc. caused by such Data.
- The Company makes no warranties of any kind, whether expressed or implied, regarding the operation of the Platform, including but not limited to, whether the Platform security is complete and total, whether the Platform is bug-free, whether the Platform will infect devices with viruses, whether the use of the Platform will be interrupted, or whether the Platform does or will infringe the Intellectual Property Rights of any third party.
- The Company does not warrant that the User will be able to make good use of the Services in any operating system or web browser, nor is the Company obligated to perform such actions as verifying actions and responding to improvements to ensure such warranties.
Article 12. (Failure, etc.)
When the Company learns of any failure in the Company’s Website or other facilities provided for the Services by the Company (hereinafter referred to as the “Company Facilities"), it shall notify the User to that effect and will make efforts to repair or restore the Company Facilities.
Article 13. (Usage Fees, Calculation Methods, etc.)
The usage fees for the Services are as set forth in the schedule of fees posted on the Company’s Website. The Company may revise the schedule of fees on the Company’s Website at the discretion of the Company.
Article 14. (Delay Damages)
In the event that the User does not pay the Services use fees or the like after the prescribed payment date, the User shall pay the Company 14.6% per annum of the unpaid amount as delay damages from the date immediately following the payment due date until the day immediately preceding date that payment is made.
Article 15. (Telecommunication Lines)
- Telecommunication lines connected to the Company’s Website from the terminal equipment used by the User shall be secured and maintained at the User's own responsibility and expense, and the Company shall not be responsible for any such matters.
- The User shall bear all communication costs necessary for using the Services.
Article 16. (Delegation)
The Company may delegate all or part of its work related to the provision of the Services to a third party without the User's approval. Provided, however, that in such case, the Company shall be responsible for managing the subcontractor.
Section 2 Provision of the User Data by User, etc.
Article 17. (Provision of the User Data)
The User shall provide the User Data by uploading it onto the Platform in accordance with the provision method separately stipulated by the Company.
The User may not provide the User Data containing any of the following on the Platform as the User Data:
- Data that violates these Terms;
- Data that violates laws, regulations, or ordinances (hereinafter referred to as "Laws");
- Data containing any kind of harmful program script such as a computer virus;
- Data that infringes the rights or interests of third parties, Intellectual Property Rights such as copyrights, or portrait rights, or privacy rights;
- Data that contravenes public policy or morality or offends other Users, such as child pornography, sexual images, brutal expressions, crime-inciting expressions, and discriminatory expressions; or
- Data that includes Personal Information.
Article 18. (Conclusion of Data Utilization Contract)
- The Data Provider agrees to the Terms and Conditions of Use of Data and grants the Data User a non-exclusive license to use the User Data from the time the Data Provider provides the User Data on the Platform in accordance with the preceding Article 17.
- The Data Utilization Contract between the Data Provider and the Data User shall be formed when the Data User agrees to the Terms and Conditions of Use of Data. It should be noted that the Data User shall be deemed to have agreed to the Terms and Conditions of Use of Data set by the Data Provider upon commencement of the use of the User Data (including accessing, downloading, processing, and all other forms of use, except for browsing snippet indicators).
- The provisions of the preceding paragraph 2. shall not apply when otherwise provided in the Terms and Conditions of Use of Data specified by the Data Provider.
- The Company shall not be a party to the Data Utilization Contract set forth in the paragraph 2. of this Article, nor shall it be liable for any damages or disadvantages sustained by the User under the Data Utilization Contract.
Article 19. (Warranty or Non-Warranty of Data)
- The Data Provider represents and warrants to the Company and the Data Users that the following matters are accurate and complete.
- The User Data has been obtained in an appropriate manner; and
- The User Data does not contain any Data listed in any of the items of Paragraph 2 of Article 17.
- The Data Provider does not warrant whatsoever in providing the User Data, the accuracy and completeness of the User Data (including the absence of defects or bugs in the User Data) or that the provided Data will be continuously provided.
- In the event that the Data Provider violates any of the representations and warranties set forth in Paragraph 1, or in any of the following events in the case of the preceding paragraph 2, the Data Provider shall be liable to compensate the Company, the Data User or a third party for any damage incurred as a result thereof.
- In the event that the Data Provider falsifies all or part of the User Data and provides it to the Platform;
- Providing the Platform with the User Data, intentionally or through gross negligence, without indicating a problem with the accuracy or completeness of the User Data;
- Failure to notify the Company or the Data User as provided in Paragraph 3 of Article 23 hereof or to correct any problems with regard to the accuracy or completeness of the User Data, despite the Data Provider’s awareness of such problems.
Section 3. Use of User Data by User
Article 20. (Authority to Use the User Data)
- The Data User may use the User Data by entering into a Data Utilization Contract separately with the Data Provider which is in addition to these Terms.
- The Data User may not use the User Data beyond the authorized use under the Data Utilization Contract entered into with the Data Provider in relation to the User Data.
Article 21. (Control of User Data)
Data User shall control the User Data with the care of a good manager and shall implement the security control measures required under the Data Utilization Contract separately entered into with the Data Provider.
Article 22. (Disputes, etc. related to Use of User Data)
In the event that the Data User receives a claim from the Data Provider related to the use of the User Data based on the violations, etc. of a Data Utilization Contract, the Data User shall resolve such claim by himself/herself, except in the event that the Data Utilization Contract violations, etc. are caused by the intent or gross negligence of the Company.
Chapter 4 Removal of User Data
Article 23. (Removal of User Data)
- The Data Provider may remove the User Data from the Platform at any time after providing the User Data to the Platform. Provided, however, that this shall not apply to the User Data that has already been acquired by the Data User or the statistical Data made by the Company or systems developed by the Company using, utilizing, or Processing, in either case, the User Data.
- Notwithstanding the provision of the preceding Paragraph 1, in the event that the Data Provider becomes aware that there is a problem with the accuracy, completeness, security, or validity of the User Data provided by the Provider, or, that the User Data provided by the Data Provider infringes the Intellectual Property Rights or other rights of a third party, the Data Provider shall immediately notify the Company thereof in writing and shall state the specific details thereof.
- Upon receipt of the notice set forth in the preceding paragraph, the Company shall promptly remove such User Data and notify the Data User using such Data thereof.
Chapter 5 Other General Provisions
Article 24. (Personal Information Control)
Article 25. (Prohibited Acts)
In using the Services, the User shall not take the following actions:
- Acts that violate or are likely to violate Laws, these Terms or contracts concerning the Services;
- Acts that are against public order and morality
- Acts that obstruct or are likely to obstruct the use of another User;
- Acts of unauthorized access to hardware or software that constitute the Services, acts of cracking, and other acts that interfere with facilities, etc.;
- Acts that obstruct or are likely to obstruct the provision of the Services;
- Analysis, reverse engineering, and other acts attempting to acquire the source code of the software that constitutes the Services;
- Acts of using the Account of another or attempting to obtain the Account of another;
- Acts of browsing, changing, or altering the Data of another User, or Acts that may cause such acts;
- To lease or allow a third party to use all or part of the Services without the prior approval of the Company, whether with or without charge;
- Acts that infringe or may infringe the Intellectual Property Rights or any other rights of the Company or a third party;
- Acts of providing false, incomplete or inaccurate information to the Service registrations or to the Company;
- Acts that cause or may cause the unlawful disclosure, publication, provision, or leak of confidential information or Personal Information of the Company or of any other third party to another third party;
- Acts that place an undue burden on the Service;
- Acts of uploading large quantities or huge Data without good reason for the purpose of interfering with the operation of the Platform;
- Acts of a person who operates a business that compete with the Company to prepare Accounts or to use the Services for the purpose of analyzing the Service or the Platform
Article 26. (Intellectual Property Rights, etc.)
- Any and all Intellectual Property Rights relating to tangible and intangible components (including software programs, data bases, icons, images, texts, manuals, and other related documents) that constitute the Services, such as the Company’s Website, the Platform, and others, shall belong to the Company or the third party that has granted the rights to the Company with respect thereto.
- The Intellectual Property Rights of the User Data shall belong to the Data Provider or the third party that created such Intellectual Property Rights.
Article 27. (Liability in Case of Infringement)
- In the event of any claim, dispute or other demand related to the Intellectual Property Rights (hereinafter referred to as "Claims, etc.") from any third party to the User with regard to the use of the Service, the User shall immediately notify the Company thereof in writing.
- The Company shall have no liability whatsoever for any Claims, etc. arising between the User and any third party in connection with the use of the Services unless such Claims, etc. occurred for reasons attributable to the Company. Notwithstanding the foregoing, even for Claims, etc. based on a reason attributable to the Company, the Company shall not be liable for such Claims, etc. if the Company loses the opportunity to conduct an appropriate defense due to the User's failure to promptly notify the Company of the occurrence of the Claims, etc. in violation of the provisions of the preceding paragraph.
Article 28. (Disclaimer and Limitation of Damages)
- The Company shall be responsible for the Services only to the extent limited in accordance with the respective provisions of these Terms. The Company shall not be responsible whatsoever for the matters which are not warranted by the Company in these Terms, for the matters for which the Company is not be liable in these Terms, or the matters for which the User is liable in these Terms, regardless responsibility for default, for tort liability, or any other reason whatsoever.
- The Company shall not be liable whatsoever for any transaction, communication, or dispute, etc. that has occurred between the User and any third party in connection with the Service.
- The Service uses external systems as a part of its systems. Therefore, if the external systems are no longer available, the use of the Service may become unavailable. The Company shall not be liable for any damage caused to the User as a result of the unavailability of the external systems.
- Even if any damage is caused to the User with respect to the Service which is attributable to the Company, the Company shall be liable only if the Company intentionally or through gross negligence caused the damage.
- In the event of the preceding paragraph (4), the liability of the Company shall be limited to maximum amount of the usage fees for the last six months that the Company received from the User in connection with the Services.
Article 29. (Term of Contract)
The effective term of the Service Agreement shall be from the time the User registers the use of the Service in accordance with Article 4 until the Service is abolished or terminated by the User or the Company.
Article 30. (Suspension of the Services)
- The Company may temporarily suspend the Service for maintenance works on a regular or as-needed basis.
- The Company shall notify the User in advance of any maintenance work. Provided, however, that in the event of an emergency, the Service shall be suspended without prior notice and the User shall be notified promptly afterward.
- In addition to Paragraph 1, the Company may temporarily suspend the Service in the event that it is judged that continuation of the Services may have a serious impact on the User due to obstructive acts by a third party, or in the event that there are other unavoidable reasons.
- The Company shall not be liable for any disadvantages or damages sustained by the User as a result of any suspension of the Service made pursuant to this Article.
Article 31. (Discontinuation of the Services)
- The Company has the right to discontinue any or all of the Service at any time.
- In the event that the Company discontinues the Service, in whole or in part, the Company will notify the User of the discontinuation of the Service not less than three months prior to the discontinuation.
- When the Company is unable to give at least three months' prior notice due to unanticipated reasons or unavoidable reasons such as the enactment, revision or abolition of Laws or a natural disaster, the Company shall give notice to the User as soon as possible.
- When notice is given in accordance with the procedures set forth in this Article, the Company shall have no liability whatsoever for the results of the discontinuation of the Services.
Article 32. (Suspension of Use or Termination by the Company)
- The Company may suspend the provision of the Service or terminate all or part of the Service Agreement, without notice to the User, in either case, when the Company judges that any of the following applies to the User:
- In the event that the User engages in an act that interferes with the business of the Company;
- In the event of a delay in the payment of the usage fees;
- In the event of violation of the Laws, the Service Agreement or the Data Utilization Contract;
- In the event of a seizure, provisional seizure, provisional disposition, disposition for failure to pay taxes, or other disposition by public authority with respect to material assets, or in the event of a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation proceedings;
- In the event of dissolution, transfer of the entire business, or the adoption of a resolution with respect to either of the foregoing;
- In the event of suspension of payment due to a dishonored bill or check drawn or accepted by the User;
- In the event that a competent authority has suspended the business or revoked the business license or business registration of the User; or
- In the event of any of the grounds listed in any item of Paragraph 4 of Article 4.
- The Company may terminate all or part of the Service Agreement in the event that the User has violated the Service Agreement or there are material grounds that make it difficult to continue the provision of the Service that are attributable to the User and such Violations, etc. have not been remedied within fourteen 14. days despite a written notice.
Article 33. (Termination by User)
The User may terminate the Service Agreement at any time. However, even in this case, the User shall not be relieved of the obligation to pay the usage fees for the month in which the date of termination occurs, the unpaid usage fees, and the delay damages related thereto.
Article 34. (Process after Termination of Contract)
- Upon termination of the Service Agreement for any reason, the User shall immediately cease the use of the Services and shall not be entitled to use the Services thereafter.
- Upon termination of the Service Agreement for any reason whatsoever, the Company shall be entitled to remove or delete all Data contained in the Services within thirty days from the date of termination.
- The Company shall not be obligated to compensate the User for any damages incurred by the User as a result of the deletion or removal of Data pursuant to this Article.
Article 35. (Notices)
Notices concerning the Services and other notices from the Company to the User set forth in these Terms shall be given by an email sent to the email address registered by the User as a Registration Item or by other methods prescribed by the Company. Any notice from the Company to the User shall be effective upon the Company's dispatch.
Article 36. (Transfer, etc. of Service Agreement's Contractual Status)
- The User shall not have a third party to succeed to the contractual status of the Service Agreement, or assign, transfer or pledge as collateral all or a part of the rights and obligations under the Service Agreement to a third party without the prior written consent of the Company.
- In the event that the Company transfers its business pertaining to the Services to another company, the Company may transfer its contractual status under the Service Agreement, its rights and obligations based on these Terms, and the Registration Items of the User and other customer information to the transferee of the Company’s business, and the User hereby agrees to such transfer in advance in this Paragraph. The assignment of business as set forth in this Article includes a situation involving a company split or any other situation in which the business is transferred.
Article 37. (Severability)
Even if any provision of these Terms or any part thereof is determined to be invalid or unenforceable under the Consumer Contract Act or other Laws, etc., the other provisions in these Terms and the remaining part of the Articles determined to be invalid or unenforceable shall continue in full force and effect.
Article 38. (Force majeure)
In the event that the performance of the Services is impeded by a natural disaster, the enactment, revision or abolition of Laws, or any other force majeure, the Company shall not be liable for any damage whatsoever sustained by the User due to such event of force majeure, notwithstanding the Service Agreement or any other provision.
Article 39. (Consultation)
In the event that any objection or doubt arises between the parties with respect to the interpretation of these Terms or any matter not stipulated in these Terms, the Company and the User shall consult in good faith to resolve such objection or doubt in good faith.
Article 40. (Language)
These terms have been executed and delivered in a text using the Japanese language, which text, despite any translations into the English language, shall be controlling.
Article 41. (Governing Law and Jurisdiction)
The interpretation and application of the Service Agreement and disputes arising from the Service Agreement shall be governed by the laws of Japan, and the Tokyo District Court shall have exclusive jurisdiction as the court of first instance.
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