Chapter 1: General Provisions

1. Terms of Use to Apply

1.1 LEXER RESEARCH Inc. (hereinafter referred to as the “Company”) will provide its service in accordance with these terms of use (hereinafter, simply referred to as this “Terms of Use”).

In the event of any discrepancies between this Terms of Use and the terms and conditions of an individual user contract, the terms and conditions of the individual user contract shall take precedence over this Terms of Use.

2. Definition

2.1 In this Terms of Use, the following terms shall have the following meanings, respectively.

(1) Service “GD. findi” service provided by the Company to the Subscriber as a software subscription service provider in accordance with this Terms of Use (details are provided in the dedicated website for the Service).

(2) Subscriber Persons who conclude the User Contract based on this Terms of Use with the Company to receive the Service.

(3) User Contract The contract for the provision of the Service, concluded between the Company and the Subscriber based on this Terms of Use.

(4) User Agreement, etc. User Contract and this Terms of Use. 

(5) Subscriber’s Equipment Computers, telecommunications equipment and other equipment and software installed by the Subscriber to receive the Service

(6) Equipment for the Service Computers, telecommunications equipment and other equipment and software installed by the Company required to provide the Service. 

(7) Facilities for the Service Equipment for the Service and telecommunications lines leased by the Company from telecommunications carriers for the provision of the Service. 

(8) Consumption Tax The amount of consumption tax imposed pursuant to the provisions of the Consumption Tax Act [Act No. 108, 1988] and related laws and regulations, the amount of local consumption tax imposed pursuant to the provisions of the Local Tax Act [Act No. 226, 1950] and related laws and regulations, and other taxes and public charges to be borne by the Subscriber upon payment. 

(9) User ID A code used to identify the Subscriber and other persons.

(10) Password A code used in combination with the User ID to identify the Subscriber and other persons.

3. Notice

3.1 Unless otherwise specified in the User Agreement, etc., notification from the Company to the Subscriber shall be made by the method in which the Company deems appropriate, such as by e-mail, in writing or by posting the contents of the notification on the Company’s website.

3.2 In the event that the Company notifies the Subscriber by the method of sending e-mail or posting on the Company’s website based on the provisions of the preceding paragraph, the notice to the Subscriber shall become effective from the time the e-mail is sent or it is posted on the website respectively.

4. Changes to Terms of Use

4.1 The Company may change this Terms of Use at any time. In this case, the new Terms of Use shall be applied to the Subscriber and other contents of the User Agreement etc. However, as for the usage fee, the changed usage fee shall apply from the time of renewal.

4.2 The Company shall notify the Subscriber of the contents of the new Terms of Use with a 30-day notice period in the event of any changes as mentioned in the preceding paragraph.

5. Prohibition on Transferring Rights and Obligations

5.1 The Subscriber shall not transfer all or part of the position on the User Contract, rights or obligations based on the User Contract to another party without the prior written consent of the Company.

6. Jurisdiction

6.1 Should a lawsuit be necessary between the Subscriber and the Company, the Tokyo District Court shall be the exclusive jurisdictional court by agreement.

7. Governing Law

7.1 The formation, validity, performance and interpretation of the User Agreement etc. shall be governed by the laws of Japan.

8. Consultation

8.1 In the event of any doubt with respect to any matter not provided for in the User Agreement etc. or any item provided for in the User Agreement etc., the parties shall consult in good faith to resolve the issue. Should any part of the User Agreement etc. be invalid, the validity of the User Agreement etc. as a whole shall not be affected, and the invalid part shall be replaced by the valid provision closest to the purpose of the invalid part.

Chapter 2 Conclusion of Contracts

9. Conclusion of User Contract

9.1 The User Contract is effectively concluded when (1) an applicant for the Service submits the Company’s predetermined usage application form to the Company, and the Company sends a notice of acceptance to the applicant in accordance with the Company’s predetermined method, or (2) the User Contract for the Service is concluded between the applicant and the Company. In addition, the applicant for the Service shall make such an application upon acceptance of the contents of this Terms of Use, and by filling out the application for the Service, the Company shall deem that the applicant for the Service has accepted the contents of this Terms of Use.

9.2 The change of the User Contract shall come into effect when (1) the Subscriber submits to the Company the application form for change of use prescribed by the Company, and the Company sends a notice of acceptance by the method prescribed by the Company, or (2) the Subscriber and the Company conclude an amendment agreement.

9.3 Notwithstanding the provisions of the preceding paragraphs and other terms of use, the Company may not conclude a User Contract or an amendment agreement for the Service if the applicant or the Subscriber of the Service falls under any of the following items.

(1) When the User Contract has been terminated due to non-fulfillment of financial obligations related to the Service or other violations of the User Agreement etc.

(2) When there is a false entry, a mistake, or an omission in the application form or the application form for change of use.

(3) If there is a risk of failing to perform the financial obligations or other obligations under the User Agreement etc.

(4) When the Company deems it inappropriate to do so.

10. Change Notice

10.1 The Subscriber shall notify the Company of any changes to its trade name or name, head office location or address, contact information, or any other matters relating to the Subscriber on the application for use at least 30 days prior to the scheduled date of change using the method specified by the Company.

10.2 The Company shall not be held liable for any damage incurred by the Subscriber due to the failure of the Subscriber to notify the Company in accordance with the preceding paragraph, even if the Subscriber suffers damage due to the non-arrival of the notification or other reasons.

11. Temporary Suspension and Cessation of Provision

11.1 The Company may suspend the provision of the Service without prior notice or consent to the Subscriber, should any of the following items apply.

(1) In the event that maintenance is required due to a failure of the Facilities for the Service.

(2) In the event that there is an unavoidable operational or technical reason.

(3) In the event that the Service cannot be provided due to force majeure such as natural disasters, etc.

11.2 The Company may temporarily suspend the provision of the Service with prior notice to the Subscriber in order to carry out regular inspections of the Facilities for the Service.

11.3 If the Subscriber falls under any of the items in Paragraph 1 of Article 13 (Termination of the User Contract by the Company) or if the Subscriber fails to pay the usage fee or otherwise violates the User Agreement, etc., the Company may suspend the provision of all or part of the Service without providing prior notice or demand to the Subscriber.

11.4 The Company shall not be held liable for any damages incurred by the Subscriber or any other third party, due to the failure to provide the Service for any of the reasons set out in the preceding paragraphs.

12. Period of Use

12.1 The period of use of the Service shall be stipulated in the User Contract. However, if there is no indication of a different intention from the Subscriber or the Company at least 14 days before the expiry of the period by the method specified by the Company, the User Contract shall be automatically renewed for a further period equal to the period of use originally specified, from the day after the expiry of the period, and the same shall apply thereafter.

12.2 The Company may change the type of the Service, its contents, usage fee and other contents of the User Contract by notifying the Subscriber of the changes to the User Contract 30 days prior to the expiration of the Service.

13. Termination of User Contract by the Company

13.1 Should the Company judge that the Subscriber corresponds to any of the following items, the Company may terminate all or part of the User Contract without prior notice or demand to the Subscriber.

(1) In the event of any misrepresentation or omission in the application form, the application form for change of use or any other notices.

(2) In the event of suspension of payment or inability to pay

(3) In the event that a draft or cheque is dishonored

(4) In the event there is a petition for seizure, provisional seizure or auction, or when it receives a disposition of delinquent payment of taxes and public dues.

(5) In the event of a petition for the commencement of bankruptcy, corporate reorganization proceedings or civil rehabilitation proceedings, or in the event of serious concerns regarding the credit standing of the Company.

(6) In the event that the business license is revoked or suspended by the supervisory authorities.

(7) In the event of a breach of the User Agreement, etc., which is not remedied within a reasonable period of time after the Company has issued a notice to remedy the breach.

(8) In the event of a resolution for dissolution, capital reduction, transfer of all or a significant part of the business, etc. is made.

(9) In the event that any event occurs which makes it difficult to perform the User Contract.

13.2 Should the Subscriber have any unpaid usage fees, etc. or late payment damages at the time of the termination of the User Contract in accordance with the preceding paragraph, the Subscriber shall pay in full amount the abovementioned outstanding amount by the date specified by the Company.

14. Abolition of the Service

14.1 The Company shall discontinue all or part of the Service in any of the following cases, and may terminate all or part of the User Contract as of the date of discontinuation.

(1) In the event the Subscriber is notified at least 30 days prior to the date of discontinuance.

(2) In the event that the Service cannot be provided due to a natural disaster or other force majeure.

14.2 Should the Company discontinue the Service in whole or in part in accordance with the preceding paragraph, the Company shall reimburse the Subscriber, the amount of the usage fees, etc. that have already been paid, calculated on a pro-rata basis, corresponding to the number of days that the Company does not provide the Service due to the discontinuance. 

15. Treatment after the Contract Ends

15.1 In the event of termination of the User Contract, the Subscriber shall return any and all equipment, software and all related materials, etc. (including all or partial copies of said software and materials, etc. The same shall apply hereinafter.) provided by the Company for use of the Service to the Company immediately after the termination of the User Contract.

15.2 Upon termination of the User Contract, the User ID and Password will expire and the Subscriber will not be able to use the Service. The Subscriber shall save the data, contents, etc. uploaded to the Service before the end of the User Contract on its own responsibility, and shall not request the Company to hand over the data, contents, etc.

Chapter 3 The Service

16. Type and Nature of the Service

16.1 The type and contents of the Service which the Company generally provides shall be separately specified in the site dedicated to the Service, and the type of the Service which the Subscriber can use specifically shall be specified in the User Contract.

16.2 The Subscriber agrees to the following terms and condition ns before using the Service.

(1) The Service may be subject to defects not attributable to the Company, including those listed in each item of Article 31 (Disclaimer), Paragraph 1.

(2) The Company shall not be held responsible for any defects with the Service that are not attributable to the Company.

16.3 The contents of the Service shall be specified in the User Contract, and the following matters shall not be provided to the Subscriber unless they are explicitly added in the User Contract.

(1) Inquiries and trouble-shooting regarding the software and hardware.

(2) Supply of data storage media such as CDs, DVDs and USB memory devices, and consumables such as ink ribbons and paper.

(3) Inquiries about the contents and changes of the data related to the Service.

16.4 The Subscriber agrees that the Subscriber can use the Service based on the User Agreement, etc. and that it does not acquire intellectual property rights or other rights related to the Service.

17. Area of Provision of the Service

17.1 The Service area shall be limited to Japan, unless otherwise specified in the User Agreement, etc.

17.2 In the event that the User Agreement, etc. permits use outside of Japan, the Subscriber shall comply with the import/export laws and regulations applicable to the Subscriber and shall take the necessary procedures at its own risk and expense.

Chapter 4 Usage Fees

18. Usage Fees for this Service, Calculation Method

18.1 The fees for the Service, the method of calculation, etc., shall be as specified in the fee schedule to be presented separately.

19. Obligation to Pay Usage Fees

19.1 The Subscriber shall pay the usage fees, Consumption Tax, etc. specified in the fee schedule separately presented based on the User Agreement etc. for the period from the date the User Contract is concluded to the date of termination of the User Contract (hereinafter referred to as the “Usage Period”). In addition, should the Subscriber fail to complete the payment stipulated in this Article, the Company may suspend the provision of the Service in accordance with the provisions of Article 11 (Temporary Suspension and Cessation of Provision) Paragraph 3.

19.2 Even if the Subscriber is unable to use the Service during the Usage Period due to interruption or suspension of the provision of the Service as specified in Article 11 (Temporary Suspension and Cessation of Provision) or other reasons, the Subscriber shall be required to pay the usage fees and related Consumption Tax during the Usage Period.

20. Payment Method

20.1 The Subscriber shall pay the Service’s usage fees and Consumption Tax, etc. related to these fees by one of the following methods. The Subscriber shall pay the transfer fee and other expenses necessary for the payment of each of the following items.

(1) In the case of payment by invoice, the Subscriber shall pay the invoice to the Company or the Company’s designated financial institution by the method and date designated by the Company in accordance with the invoice from the Company, or the Subscriber shall pay the invoice by automatic withdrawal from the bank account designated by the Subscriber by the date designated by the Company through the collection agency separately designated by the Company.

(2) Payment shall be made in such other manner as the Company may determine.

20.2 Should a dispute arise between the Subscriber and the financial institution mentioned in the preceding paragraph over the payment of the usage fees, the Subscriber shall settle the dispute at its own responsibility and expense, and the Company shall not bear any responsibility.

21. Delayed Interest

21.1 Should the Subscriber fail to pay the usage fees and other obligations based on the User Agreement, etc. after the prescribed payment date has passed, the Subscriber shall pay the amount calculated by the interest rate of 6.0% per annum on the number of days from the day after the prescribed payment date to the day before the payment date as overdue interest, in a lump sum with the usage fees and other obligations, by the date specified by the Company and by the method specified by the Company.

21.2 The Subscriber shall bear the bank transfer charge and other expenses necessary for the payment of the preceding paragraph.

Chapter 5 Obligations of the Subscriber

22. Principle of Self-Responsibility

22.1 The Company makes no warranties (including, but not limited to, warranties of accuracy, completeness, currency, reliability, usefulness, and fitness for purpose), whether explicitly or implicitly, regarding the Service or the results obtained from the use of the Service. The Subscriber shall use the Service and the results obtained from the use of the Service at its own responsibilities. Should the Subscriber cause damage to a third party (domestic or foreign, the same applies hereinafter in this article), or if a third party makes a claim, etc., the Subscriber shall handle and resolve the matter at its own responsibility and expense. The same applies when the Subscriber suffers damage from a third party due to the use of the Service, or when the Subscriber makes a claim etc. against a third party.

22.2 The information (contents) that the Subscriber offers or transmits by using the Service is offered at the responsibility of the Subscriber, and the Company does not offer any guarantee regarding the contents, etc., and also does not assume any responsibility in regards to any damage caused by it.

22.3 Should the Subscriber cause damage to the Company intentionally or by negligence, the Subscriber shall compensate the Company for such damage.

23. Setting up and Maintaining Equipment for Service Usage

23.1 The Subscriber shall, at its own expense and responsibility, set up the Subscriber’s Equipment under the conditions specified by the Company and maintain the Subscriber’s Equipment and the environment for using the Service.

23.2 The Subscriber shall, at its own expense and responsibility, connect the Subscriber’s Equipment to the Internet using the telecommunications services of telecommunications carriers, etc. for using the Service.

23.3 The Company shall not be obliged to provide the Service to the Subscriber in the event that the Subscriber’s Equipment, the Internet connection specified in the preceding paragraph, or the environment for using the Service are defective.

23.4 The Company can perform necessary acts such as monitoring, analyzing, and investigating the data, etc. that the Subscriber provides and transmits in the Service and the results obtained by the Subscriber’s use of the Service for the purposes of providing the Service, improving the Service, eliminating defects, and preventing fraudulent acts.

24. User ID and Password

24.1 The Subscriber shall not disclose, lend, or share the User ID and Password with a third party, except when disclosing them to an authorized user in accordance with the User Agreement, etc., and shall strictly manage the User ID and Password (including changing the Password from time to time) to prevent them from being divulged to a third party. The Company shall not be held responsible for any damage incurred by the Subscriber or any other person due to inadequate management of the User ID and Password, errors in use, or use by a third party. All use and other acts by the Subscriber’s User ID and Password shall be regarded as use by the Subscriber.

24.2 When a third party uses the Service by using the User ID and the Password of the Subscriber, the act is regarded as the act of the Subscriber, and the Subscriber shall bear all the debts such as the payment of the usage fees for the use. Moreover, should the Company suffer damage by the act concerned, the Subscriber shall compensate for the said damage. Provided, however, this shall not apply when the User ID and Password are used by a third party due to the Company’s willfulness or negligence.

24.3 In the event that the Subscriber’s User ID and Password are divulged to a third party, the Subscriber shall immediately notify the Company and take the necessary measures, such as changing the Password, in accordance with the Company’s instructions.

25. Back Up

25.1 With regard to the data, etc. that the Subscriber provides and transmits in the Service, the Subscriber shall store the same data, etc. as a backup at its own responsibility, and the Company shall not be responsible for the storage, preservation, backup, etc. of such data, etc. except when the Company provides a service for the backup of data, etc. based on the User Contract.

26. Prohibition

26.1 The Subscriber shall not commit the following acts in relation to the use of the Service.

(1) Acts that infringe or may infringe intellectual property rights such as copyrights and trademark rights of the Company or third parties.

(2) Acts that falsify or delete the contents of the Service or information available through the Service.

(3) Act of allowing a third party use the Service in violation of the User Agreement, etc.

(4) Acts that violate laws and regulations or public order and morals, or that causes disadvantage to the Company or a third party

(5) Act of using the Service by impersonating a third party.

(6) Act of transmitting or posting harmful computer programs such as viruses.

(7) Acts that interfere or may interfere with the use or operation of a third party’s facilities, etc. or the Facilities for the Service.

(8) Act of decompiling, disassembling, reverse engineering, etc., the software used in the Service or the data obtained as a result of using the Service.

26.2 The Subscriber shall notify the Company immediately when the Subscriber becomes aware that an act corresponding to any of the items of the preceding paragraph has been committed, or when the Subscriber judges that an act corresponding to any of these items is likely to be committed.

26.3 The Company may, without prior notice to the Subscriber, suspend the provision of all or part of the Service or delete the information related to the acts that corresponds to each item of Paragraph 1, should the Company find that the Subscriber’s act corresponds to any of the items in Paragraph 1 or that the information provided by the Subscriber is related to any of the items in Paragraph 1. However, the Company is not obligated to monitor the Subscriber’s actions or the information (including data and contents) provided or transmitted by the Subscriber (including cases where the actions are deemed that of the Subscriber).

Chapter 6 Obligations of the Company

27. Duty of Care

27.1 The Company shall provide the Service with the care of a good manager during the period of use of the Service; provided, however, that this shall not apply when otherwise provided in the User Agreement, etc.

Chapter 7 Handling of Confidential Information

28. Handling of Confidential Information

28.1 The Subscriber and the Company shall not disclose or divulge to any third party, any technical, business or other business information provided by the other party for the purpose of performing the Service, which the other party has designated in writing in advance as being particularly confidential, and which, at the time of provision, specifies the scope of the confidential information and clearly indicates that it is confidential information (hereinafter referred to as “Confidential Information”).  However, this shall not apply to information which written consent has been obtained in advance from the other party or information that falls under any of the following items.

(1) Information already held without any obligation of confidentiality

(2) Information legitimately obtained from a third party without any obligation of confidentiality.

(3) Information developed independently without it being provided by the other party.

(4) Information that has become publicly known, whether before or after the receipt, without breach of the User Agreement, etc.

(5) Information provided without designation, specification of the scope or indication of it being Confidential Information in accordance with this Article.

28.2 Notwithstanding the provisions of the preceding paragraph, the Subscriber and the Company may disclose to the party which the Confidential Information is to be disclosed based on the provisions of laws and regulations or at the request of an authorized government office, or to the relevant government office, based on the provisions of such laws and regulations. In this case, the Subscriber and the Company shall notify the other party of the disclosure before the disclosure unless it is contrary to the relevant laws and regulations, and if the notification cannot be made before the disclosure, it shall be made promptly after the disclosure.

28.3 The receiving party of the Confidential Information shall take the necessary measures to manage such Confidential Information.

28.4 The receiving party of the Confidential Information shall use the Confidential Information provided by the other party only within the scope of performing the Service, and shall be able to reproduce or modify the materials, etc. containing the Confidential Information (hereinafter referred to as “Materials, etc.”) to the extent necessary for the performance of the Service (hereinafter the reproduced or modified Materials, etc. are collectively referred to as “Reproduction, etc.”). In this case, the Subscriber and the Company shall treat the Reproduction, etc. of the Confidential Information as Confidential Information as defined in this Article. In addition, the Subscriber and the Company shall obtain a written consent from the other party in advance, should it be necessary to have more than within-the-scope amount of Reproduction, etc. of the Confidential Information for the performance of the Service.

28.5 The Party receiving the Confidential Information shall, at the request of the other Party, return to the other Party the Materials, etc. (including the Confidential Information that has been reproduced or modified with the other Party’s consent in accordance with Paragraph 3 of this Article). If the Confidential Information is stored in the Subscriber’s Equipment or the Equipment for the Service, it shall be completely deleted.

28.6 The provisions of this Article shall remain in force for a period of three years after the termination of the Service.

29. Handling of Personal Data

29.1 The Subscriber and the Company shall use personal information (“Personal Information” as defined in the Act on the Protection of Personal Information [Act No. 5, 2003]. The same shall apply hereinafter.) included in the business and other information provided by the other party, solely for the purpose of performing the Service. The Subscriber and Company shall not disclose or divulge to any third party, any Personal Information, and shall comply with all relevant laws and regulations, including those relating to the protection of Personal Information.

29.2 The provisions of paragraphs 3 and 5 of the previous article (Handling of Confidential Information) shall apply mutatis mutandis to the handling of Personal Information.

29.3 The provisions of this Article shall remain in force even after the termination of the Service.

Chapter 8 Compensation for Damage

30. Limitation of Damages

30.1 Regardless of default liability, tort liability, or any other legal cause of claim, the scope of the Company’s liability to the Subscriber for damages in relation to the Service or the User Agreement, etc. shall be limited to ordinary damages that actually occurred to the Subscriber due to reasons attributable to the Company or as a direct result of the Company’s breach of the User Agreement, etc. The amount of compensation for damages shall not exceed the total amount of the usage fees for the Service actually paid by the Subscriber to the Company during the past twelve (12) months from the time the damage occurred. In addition, the Company shall not be liable for damages arising from reasons not attributable to the Company, damages arising from special circumstances whether foreseen or not by the Company, or lost profits.

31. Disclaimer

31.1 The liability of the Company in relation to the Service or the User Agreement, etc. shall be limited to the scope of the preceding article regardless of the reason, and the Company shall not be liable for compensation for any damage incurred by the Subscriber due to the following reasons, regardless of the cause of the claim in default, tort or any other legal claim .

(1) Force majeure such as natural disasters, disturbances, riots, etc.

(2) Failure of the Subscriber’s connection environment such as failure of the Subscriber’s Equipment or failure of the Internet connection service to the Equipment for the Service.

(3) Any damage caused by the performance of the Internet connection service, such as the response time from the Equipment for the Service.

(4) Invasion of computer viruses into the Facilities of the Service.

(5) Unauthorized access or attack by a third party to the Facilities of the Service, etc., or interception on the communication route.

(6) Any damage caused by the Subscriber’s failure to comply with the procedures, security measures, etc. prescribed by the Company.

(7) Any damage caused by software (OS, middleware, DBMS) and database not manufactured by the Company within the Equipment for the Service.

(8) Any damage caused by hardware not manufactured by the Company within the Equipment for the Service.

(9) Any damage caused by a defect in the telecommunications service provided by the telecommunications carrier.

(10) Compulsory dispositions pursuant to Article 218 of the Code of Criminal Procedure [Act No. 131, 1948] (seizure, search and verification by warrant), the provisions of the Act on the Interception of Communications for Criminal Investigation [Act No. 137, 1999], or other compulsory dispositions pursuant to a court order or law

(11) Other reasons not attributable to the Company.

31.2 The Company shall not assume any responsibility over any dispute etc. between the Subscriber and a third party by the Subscriber’s use of the Service.

2021/9/15
Lexer Research. Inc.