Terms of service
Article 1 (Application of the Terms)
1. The Terms of Use for soeasy buddy Service (hereinafter referred to as the “Terms”) will apply to a business operator (hereinafter referred to as the “Business Operator”) that wants to conclude or has already concluded an agreement (hereinafter referred to as the “Agreement”) for use of soeasy Co. Ltd. (hereinafter referred to as the “Company”) and soeasy buddy service (an overview of the service is stipulated in Article 2; hereinafter referred to as the “Service”).
2. The Company will provide the Service to the Business Operator based on the Terms, and the Business Operator will sincerely perform the obligations stipulated in the Terms.
3. In addition to the matters stipulated in the Terms, the detailed regulations, operation rules, and various directions that the Company separately stipulates for the Service and the various matters for caution that the Company presents to the Business Operator (hereinafter referred to as the “Rules”) will also constitute a portion of the Terms.
Article 2 (Definitions of basic terms)
The definitions of basic terms used in the Terms will be as stated below.
(1) “soeasy buddy service” (the Service):
This refers to a service that conducts sharing of knowhow, skill training, and skill evaluation for the Business Operator’s staff (defined in item (2)). Details of the Service will be stipulated in a written plan or a manual for the Service that the Company will present separately.
(2) “The Business Operator’s staff.” This refers to the people who conduct the Business Operator’s work at the Business Operator’s place of business or another place designated by the Business Operator.
(3) “The Business Operator’s staff and others.” This term has the meaning stipulated in Article 6.1.
Article 3 (Consignment of work)
1. The Company can consign to a third party all or a portion of the work stipulated in the Terms.
2. Indication of intentions and actual actions related to the Agreement that a consigned party conducts will be deemed things that the Company conducted.
3. Indication of intentions and actual actions related to the Agreement that the Business Operator conducted toward a consigned party will be deemed things that were conducted toward the Company.
Article 4 (Application for use of the Service, and establishment of an agreement)
1. In the event that the Business Operator will make an application for use of the Service, it is to understand the mechanism of the Service and then make an application to the Company or via the agent designated by the Company (hereinafter referred to as the “Designated Agent”), by using the method separately designated by the Company.
2. In the event that an application for use of the Service was made by a Business Operator of Article 4.1 and the Company judged, based on the Company’s transaction criteria, that the Business Operator is qualified, the Agreement will be established between the Company and the Business Operator at the time when the Company’s indication of its intention of consent reaches the Business Operator.
3. The Service’s usage charge, payment method, and usage period will be stipulated in the application form that the Business Operator presents to the Company or the Designated Agent.
4. In the event that a change arose for the content that was notified to the Company or the Designated Agent at the time of the application of Article 4.1, the Business Operator will promptly report it to the Company or the Designated Agent.
Article 5 (Usage charge)
1. As the usage charge for the Service, the Business Operator will pay the Company or the Designated Agent the amount stated in the application form that the Business Operator submitted to the Company or the Designated Agent based on Article 4. The payment method and payment conditions for that usage charge will be according to what is stated in that application form. The Business Operator will bear service charges for payment of the usage charge.
2. The amount of the usage charge of Article 5.1 will not be reduced even in the event that use of the Service ended before the end of the agreement period, in the event that use of a portion of the ID that was issued ended, or in the event that there was otherwise no use of the Service during the valid period of the Agreement.
3. The Company may change or make addition to the content of the use charge for the Service (hereinafter referred to as the “Charge Revision”). In such a case, the Company will notify the Business Operator by making a public announcement on the Company’s website, giving notification by e-mail, or by another rational method that the Company judges as appropriate. In the event that the Business Operator that received notification of the Charge Revision does not agree to the Charge Revision, use of the Service will end. In the event that the Business Operator that received notification of the Charge Revision continued to use the Service after the Charge Revision, it will be deemed that the Business Operator agreed to the revised charge.
Article 6 (The Business Operator’s liability)
1. The Business Operator will have the Business Operator’s staff and third parties, other than the Business Operator’s staff who the Business Operator will allow to use the Service (hereinafter collectively referred to, together with the Business Operator’s staff, as the “Business Operator’s Staff and Others”), bear the same obligations as the obligations that the Business Operator bears to the Company in relation to use of the Service, and violations of those obligations by the Business Operator’s Staff and Others will be deemed the Business Operator’s violations of obligations under the Terms.
2. The Business Operator will provide guidance and supervision for the Business Operator’s Staff and Others so that they will follow the Terms and use the Service lawfully and appropriately.
3. The Business Operator will bear the various expenses for communication charges that arise in relation to use of the Service and, except for cases in which separate agreement was established with the Company, it will prepare, at its own expense, the usage environment and equipment that will be necessary for use of the Service.
Article 7 (Management of the ID)
1. The Business Operator will strictly manage the ID and password (hereinafter referred to as the “ID”) that are necessary for use of the Service, and will bear liability for all damage that arises because that management was insufficient.
2. The Business Operator will loan one ID that is necessary for use of the Service to one of the Business Operator’s Staff and Others. For a problem that arose in the event that multiple Business Operator’s Staff and Others used the same ID to log into the Service or make a post, the Business Operator will resolve the problem at its own liability and the Company will not bear any liability.
3. In the event that the Business Operator’s Staff or Other who manages the ID will be changed, the Business Operator must delete the account, and the Business Operator must make it impossible for the person who lost the authority to access the Service as the Business Operator’s Staff or Other to log into the Service.
Article 8 (Valid period)
The valid period of the Agreement will be a one-year period beginning on the date of consent to the application. Provided, however, that in the event that neither party makes any objection by one month before the date when the period expires, the Agreement will be valid for another one-year period under the same conditions, and the same will also apply thereafter.
Article 9 (Cancellation before the end of the period)
Even if it is during the valid period of the Agreement, the Business Operator or the Company can cancel the Agreement by notifying the other party of that fact in writing (including electromagnetic records), with a one-month period of advance notice.
Article 10 (Handling after the Agreement ends)
In the event that the Agreement ended, immediately after that ending of the Agreement the Business Operator will follow the Company’s instructions and return or, at the Business Operator’s liability, dispose of or eliminate, all of the materials that it was provided by the Company for use of the Service
Article 11 (Temporary suspension, interruption, or change of the Service)
1. The Company can temporarily suspend the various services that are provided through the Service, change the content of various services, or conduct long-term interruption, without notifying the Business Operator and the Business Operator’s Staff and Others in advance, and the Business Operator will consent to this.
2. The Company will not bear any liability for damage that arose for the Business Operator or the Business Operator’s Staff and Others because of temporary suspension of the various services that are provided through the Service, change of the content of various services, or long-term interruption based on Article 11.1.
Article 12 (End of the Service)
1. The Company can give the Business Operator and the Business Operator’s Staff and Others advance notification one month in advance and then end provision of the Service, and the Business Operator will consent to this in advance.
2. The Company will not bear any liability for damage incurred by the Business Operator or the Business Operator’s Staff and Others because of ending provision of the Service based on Article 12.1.
Article 13 (Suspension of use)
1. In the event that the Business Operator or the Business Operator’s Staff or Other violated the Terms, the Company can, without notifying the Business Operator or the Business Operator’s Staff or Other in advance, take the measures that the Company judged as appropriate for the Business Operator or the relevant Business Operator’s Staff or Other, such as temporarily suspending use of all or a portion of the Service or prohibiting use in the future. The Business Operator will bear liability for all damage that arises because the Business Operator’s Staff or Other violated the Terms.
2. In the event that the Business Operator or the Business Operator’s Staff or Other does not use the Service for a certain period or longer, or in the event that the Company recognized that it is necessary, the Company can notify the Business Operator or the relevant Business Operator’s Staff or Other in advance and then take measures to suspend use of all or a portion of the Service.
3. The Company will not bear any liability for damage that arose for the Business Operator or the Business Operator’s Staff or Other due to the fact that the Company took measures based on this article.
Article 14 (Handling of confidential information)
1. The Business Operator must maintain the confidentiality of the Company’s information that has not been announced to the general public and that can be learned through use of the Service (including information, mechanisms, knowhow, and program sources related to the Service) and information that was disclosed by the Company in relation to the Agreement after the fact that it is confidential was clearly indicated (hereinafter collectively referred to as “Confidential Information”) and take rational measures to maintain that confidentiality, and it may not disclose or divulge the Confidential Information to third parties without the Company’s prior consent.
2. In the event that the Business Operator discovered that the Confidential Information was leaked or lost, it will immediately notify the Company and conduct discussions concerning subsequent handling.
Article 15 (Handling of personal information)
1. The Business Operator must maintain the confidentiality of the personal information of the Business Operator’s Staff and Others that is provided by the Company through the Service (including the names of the Business Operator’s Staff and Others and the state of use of the Service) and take reasonable measures to maintain that confidentiality. It may not disclose or divulge that personal information to third parties without the Company’s prior consent.
2. In the event that a situation that violates Article 15.1 arose, the Business Operator will immediately report that fact to the Company and follow subsequent instructions.
3. The Business Operator will provide to the Company, within the scope that is necessary for use of the Service, the personal information of the Business Operator’s Staff and Others that the Business Operator obtained (including the names of the Business Operator’s Staff and Others and the state of use of the Service; hereinafter referred to as “Information about the Business Operator’s Staff and Others that was Obtained by the Business Operator”). For that provision, the Business Operator will conduct an explanation about the scope of use (refers to use by the Business Operator, the Company, and business partners) of Information about the Business Operator’s Staff and Others that was Obtained by the Business Operator, and it will obtain from the Business Operator’s Staff and Others the consent necessary for that provision.
4. The Company will use Information about the Business Operator’s Staff and Others that was Obtained by the Business Operator according to a separately stipulated privacy policy, and it will not use it for anything other than the purposes of the Agreement.
Article 16 (Prohibited actions)
1. When using the Service, the Business Operator may not conduct the actions stipulated in each of the items below or actions that have a possibility of falling under those actions.
(1) An action of intentionally registering or sending false information or information that will cause a misunderstanding
(2) An action of infringing another person’s rights, such as copyrights, trademark rights, privacy rights, name rights, portrait rights, or honor
(3) An action that discriminates against, libels, or slanders an individual or an organization
(4) An action that infringes another person’s personal information or an individual’s privacy
(5) An action that goes against a law, ordinance, or public order and morals, or an action that has a possibility of doing such a thing
(6) An action of using for a dishonest or personal purpose one of the various services that the Company provides through the Service
(7) An action that hinders operation of the Service, or an action that damages the Company’s credibility
(8) Disclosing or divulging confidential information to a third party by transgressing the stipulations of Article 14
(9) Another action that the Company judged as inappropriate or improper
2. In the event that damage arose for the Company or a third party because of an action stated in Article 16.1, the Business Operator will bear all legal liability and will not cause damage to the Company or the third party.
3. In the event that the Company rationally judged that the Business Operator conducted an action stated in one of the items of Article 16.1, it can suspend use of the Service or take other rational measures in order to correct the action stated in one of the items of Article 16.1, without giving advance notification. The Company will not bear any liability for damage that arose for the Business Operator or the Business Operator’s Staff and Others due to such measures.
Article 17 (Attribution of intellectual property rights)
1. The Business Operator will confirm that copyrights (including the rights stipulated in Article 27 and Article 28 of the Copyright Act) and other intellectual property rights for the Service, works that arise in relation to the Service (excluding the transmitted information of Article 18 of this chapter), and systems will attribute to the Company or a third party that licensed use to the Company, and it will not conduct any use or actions such as reprinting, copying, sending, translating, adapting, modifying, or adding them for any purpose. In addition, it will agree to not exercise the moral rights of an author against the Company or a third party that licensed use to the Company.
2. In the event that the provisions of Article 17.1 were violated and a dispute arose, the Business Operator will resolve the relevant dispute at its own expense and liability and it will not cause any damage to the Company or third parties.
Article 18 (Transmitted information)
1. In the event that the Business Operator will use the Service to send videos, images, or text (hereinafter, images and text that are planned to be transmitted or that were already transmitted are collectively referred to as the “Transmitted Information”), the Business Operator will grant the Company a license for the Company to conduct the actions stipulated in each of the items below in relation to the Transmitted Information, and the Business Operator will not exercise, and will not have the Business Operator’s Staff and Others exercise, any rights, including the moral rights of an author, against the Company in relation to the relevant Transmitted Information. This article stipulates the rights of the Company, and this article will not impose upon the Company any obligation to conduct the actions stipulated in each of the items below.
(1) Conducting screening for content
(2) Posting on the Service
(3) Making revisions and then posting on the Service
(4) Conducting revisions or deletions after posting on the Service
(5) Re-licensing or transferring to a third party the rights stipulated in each of the items above
2. The Business Operator will declare and guarantee that, excluding cases that are separately stipulated in the Terms, all rights related to the Transmitted Information, including copyrights, attribute to the Business Operator and they will not infringe the rights of a third party.
3. Irrespective of the provisions of Article 18.2, in the event that the Business Operator will use the Service to send Transmitted Information that includes the rights or personal information of a third party, it will do so after obtaining the relevant third party’s agreement concerning transmission.
4. The Company will not bear an obligation to save the Transmitted Information. The Business Operator will save the Transmitted Information at the Business Operator’s own liability and expense. Even in the event that Transmitted Information is saved on the Company’s server, the Company will not bear any obligation to back up that Transmitted Information or to provide that Transmitted Information to the Business Operator.
5. In a case stated in one of the items below, the Company can disclose the Transmitted Information to a third party, and it will not bear any liability for providing compensation for damage that arose as a result of such disclosure.
(1) A case in which the Business Operator consented
(2) A case in which it is necessary in order to clarify and eliminate the cause of a technical problem with the Service
(3) A case in which an official inquiry based on a law or ordinance was received from a public organization such as a court or the police
(4) A case in which the Company judged that an action that violates the Terms or an action that has a possibility of violating the Terms was conducted
(5) A case in which there is imminent danger for a person’s life, body, or property, and the Company judged that urgency is necessary
(6) A case in which the Company judged that the requirements for disclosure that are stipulated in laws and ordinances were fulfilled
(7) Another case in which the Company judged that it is necessary in order to appropriately provide the Service
Article 19 (Damage compensation)
1. In the event that damage was caused to the Company because of a violation of an obligation stipulated in the Terms or other use of the Service by the Business Operator, the Business Operator will bear liability for providing compensation to the Company for all damage that arose for the Company (including but not limited to attorney expenses).
2. In the event that a dispute arose between the Company and a third party in relation to the Business Operator’s use of the Service, the Business Operator will exempt the Company of all liability, it will promptly resolve the relevant dispute at its own liability and burden for all expenses, and it will report the progress of that resolution to the Company in a timely manner in response to a request by the Company. In the event that the Company was forced to pay damage compensation to the relevant third party, the Business Operator will pay that entire amount to the Company, and it will pay the attorney expenses and all other expenditures that were necessary in order to resolve the relevant dispute.
Article 20 (Force majeure)
1. In the event that damage caused by a virus, blackout, a server malfunction, line disturbance, or a natural disaster that could not be prevented by measures that should ordinarily be taken, or other damage due to a reason based on force majeure that is not attributable to the Company (hereinafter referred to as the “Force Majeure”), arose for the Business Operator, the Company will not bear any liability.
2. Article 20.1 will also apply for Force Majeure that arises for the Company’s consigned party, business partner, or another party that plays a role that is necessary for provision of the Service (hereinafter referred to as the “Consigned Party”), and it will of course also apply in cases in which damage due to a reason that is not attributable to a business partner, such as a natural disaster, a riot, a labor dispute, or political instability in the country or region where the Consigned Party is conducting work, arose for the Business Operator.
3. The Company will not guarantee that data that is managed or provided through the Service will not be eliminated or changed due to the Force Majeure.
Article 21 (The Company’s liability)
1. The Company will not make any guarantees about (a) the fact that problems, errors, or disorders will not arise in provision of the Service, (b) the fact that information obtained through the Service is accurate, or (c) the fact that services and information provided through the Service will fulfill the Business Operator’s expectations.
2. The Company will not make any guarantees to the Business Operator concerning effects, usefulness, suitability for purposes, completeness, or accuracy that arise as a result of use of the Service. The Business Operator confirms that, even in the event that sales materials that the Company provides to the Business Operator contain statements related to the effects, usefulness, suitability for purposes, completeness, or accuracy that will result from use of the Service, those statements are statements of the Company’s predictions, and they do not make any guarantees about the effects, usefulness, suitability for purposes, completeness, or accuracy that will result from the Business Operator’s use of the Service.
3. The Business Operator will use the Service at its own liability, and the Company will not bear any obligation for compensation for damage that was caused to the Business Operator in relation to the Agreement, the Agreement’s performance, or use of the Service, except for cases in which it is clear that the damage is due to the Company’s deliberate intention or gross negligence. Even in the event that the Company bears liability, that liability will be limited to the scope of direct and ordinary damage.
4. In the event that the Agreement between the Business Operator and the Company ended, irrespective of the reason, the Business Operator and the Business Operator’s Staff and Others who belong to that Business Operator will of course become unable to use the Service, and the Company will not bear an obligation to notify the Business Operator and the Business Operator’s Staff and Others in advance or to otherwise give notice to the Business Operator’s Staff and Others. Except for cases in which it is clear that the damage is due to the Company’s deliberate intention or gross negligence, the Company will not bear any obligation for compensation for damage caused to the Business Operator or the Business Operator’s Staff and Others based on the fact that the Business Operator or the Business Operator’s Staff and Others became unable to use the Service.
5. The Company will not bear any obligation to save text, images, videos, or any other data that the Business Operator uploads on the Service when using the Service. The Company will not bear any obligation for compensation for damage that arises based on the fact that the Business Operator became unable to use such data in the event that the Agreement ended.
6. The Company will not bear any liability for compensation for damage that was caused to the Business Operator due to use of the Service by the Business Operator’s Staff and Others. Even in the event that a dispute arose between the Business Operator and a third party due to use of the Service by the Business Operator’s Staff and Others, the Company will not bear an obligation to handle the relevant dispute.
Article 22 (Exclusion of anti-social forces)
1. The Company and the Business Operator declare that they do not currently fall under an organized crime group, a member of an organized crime group, a person who was a member of an organized crime group within the last five years, a semi-constituent member of an organized crime group, a company related to an organized crime group, a corporate racketeer, a politically-branded criminal organization, an organized crime syndicate, or another party that is equivalent to one of these things (hereinafter these are referred to as “Organized Crime Group”) and that they do not fall under any of the items below, and they firmly promise that they will also not fall under them in the future.
(1) Having a relationship for which it can be recognized that the Organized Crime Group is controlling management
(2) Having a relationship for which it can be recognized that the Organized Crime Group is substantively involved in management
(3) Having a relationship for which it can be recognized that the Organized Crime Group is being unjustly used for the purpose of obtaining unjust profits for the Company or the Business Operator, its company, or a third party or for the purpose of causing damage to a third party
(4) Having a relationship for which it can be recognized that there is involvement such as providing funds or giving advantages to the Organized Crime Group
(5) A board member or a person who is substantively involved in management having a socially reprehensible relationship with the Organized Crime Group
2. The Company and the Business Operator firmly promise that they will not, either themselves or by using a third party, conduct actions that fall under even one of the items below.
(1) A violent demand or action
(2) An unjust demand or action that exceeds legal responsibility
(3) Spreading rumors, using fraudulent means, or using power to damage the other party’s reputation, or an action of hindering the other party’s work
(4) An action that goes against a law, ordinance, or public order and morals, or an action that has the possibility of going against such a thing
(5) Another action that is equivalent to one of the items above
3. When it became clear that, contrary to the declarations of the previous two clauses, the other party falls under the Organized Crime Group or one of the items of the previous two clauses, the Company or the Business Operator can cancel all agreements based on the Terms, without being required to make any demands, and the other party will not make any objections about that cancellation. In such a case, the party that went against the declaration will lose the benefit of term and will immediately pay off its debts to the other party.
Article 23 (Cancellation)
1. When the other party falls under one of the items below, the Company or the Business Operator can immediately cancel the Agreement and claim damage compensation from the other party, based on the stipulations of the Terms, for the damage that it incurred.
(1) When it violated a provision of the Terms
(2) When it became insolvent, when it suspended payment, or when it received disposition from a clearing house for dishonoring a check
(3) When it was delinquent in paying taxes or public dues
(4) When it received disposition by a governmental authority, such as seizure, provisional seizure, provisional disposition, auction, compulsory execution, or disposition for failure to pay taxes
(5) When a motion for bankruptcy, civil rehabilitation, or corporate reorganization was made, when all or an important portion of business was transferred or succeeded, when business was suspended, when a resolution for disbanding was made, when the party entered liquidation, or when there is a possibility of one of these things
(6) When there was a fact of repayment of debt or provision of collateral to a creditor that was not conducted at an ordinary time, by an ordinary method, or under an ordinary situation
(7) When it violated a law or ordinance or when there is a possibility that it will violate a law or ordinance
(8) When it violated a declaration or guarantee stipulated in Article 22
(9) When the Company judged that uneasiness about the Business Operator’s credit has arisen
(10) Another time when there are no longer any prospects that it can perform the matters stipulated in the Terms
2. In the event that the Agreement was cancelled based on the provisions of Article 23.1, the Business Operator will lose the benefit of term and will immediately pay off all of its debts to the Company.
Article 24 (Changes of terms)
1. The Company can notify the Business Operator in advance and thereby change (including adding or deleting) the Terms or the Rules.
2. The notification of Article 24.1 will be made by the method separately stipulated by the Company.
3. In the event that the Business Operator cannot agree to the Terms after they have been changed, use of the Service will end, and in the event that the Business Operator or the Business Operator’s Staff or Other continued to use the Service after the changed Terms became valid, it will be deemed that the Business Operator agreed to the content of the changed Terms.
Article 25 (Prohibition of transfer of rights and obligations)
1. Except for cases in which there are other stipulations in the Terms, the Business Operator cannot, without the Company’s prior written consent, transfer or loan to a third party or provide as collateral its position based on the Agreement or rights or obligations based on the Agreement.
2. In the event that business for the Service was transferred to another company, in association with the relevant business transfer the Company can transfer its position based on the Agreement, its rights and obligations based on the Agreement, and the Business Operator’s information to the party receiving the relevant business transfer, and the Business Operator will agree in advance to that transfer. The business transfer stipulated in this clause will include not only ordinary business transfers but also company splits and all other cases in which business will be transferred.
Article 26 (Severability clause)
In the event that any clause stipulated in the Terms or the Rules is judged invalid by the court of jurisdiction, such clause will be changed or interpreted in order to realize to the maximum extent the original intent of the clause if permitted by laws, and there will be no effect on the validity of the other clauses of the Terms or the Rules.
Article 27 (Governing laws and jurisdiction)
The laws of Japan will be the governing laws for the Terms, and Tokyo District Court or Tokyo Summary Court will be the court of exclusive jurisdiction in the first instance for all disputes related to the Agreement.