Strix Cloud Terms of Use

Section 1 General Provisions

Article 1.1 Purpose

The purpose of these Strix Cloud Terms of Use (“Terms of Use”) is to stipulate specific terms and conditions of use for Subscribers (defined in Article 1.3(5); the same applies throughout these Terms of Use) of the “Strix Cloud” server solution for online game development (the “Service”) provided by SoftGear Co., Ltd. (the “Company”).

Article 1.2 Definitions

In these Terms of Use, each of the following terms has the definition provided for it below.
(1) Software
The Strix Cloud software, all documentation, and the software development kit (SDK) provided by the Company in the Service, including minor variations designated by the Company
(2) Content
Online games or other similar content developed by a Subscriber, in which the Software is incorporated by the Subscriber
(3) Contractor
Collectively, Development Contractors defined in Article 3.3 and Operating Contractors defined in Article 3.4
(4) Subscription Agreement
A Strix Cloud subscription agreement (a subscription agreement for the Service) created between a Subscriber and the Company in accordance with these Terms of Use
(5) Subscriber
Each person (limited to corporations) that enters into a Subscription Agreement with the Company in accordance with the procedures prescribed in Article 2.1
(6) Token
Authentication information required to use the Service, which is issued to each Subscriber in accordance with the procedures prescribed in Article 2.1.3
(7) Account
An ID and password issued to each Subscriber in accordance with the procedures prescribed in Article 2.1.4
(8) Derivative
A derivative work, technical idea, or any similar change or modification that was created based on, or relying on, the Software and materials related to the Software (other than Content); for the avoidance of doubt, each Derivative incorporated into Content is included in the definition of “Derivative”
(9) User
An end user of Content

Article 1.3 Scope of Application

1. These Terms of Use apply in all respects to each Subscriber and the Company in relation to the Service.
2. The Company may provide for one or more separate agreements related to the provision or use of the Service (each, an “Individual Agreement”) in the manner prescribed by the Company. Any such Individual Agreement shall form part of these Terms of Use.
3. In case of any conflict between any of these Terms of Use and the terms of an Individual Agreement, the terms of the Individual Agreement shall prevail.

Article 1.4 Amendment to these Terms of Use

1. The Company may amend these Terms of Use with a certain period of prior notice.
2. The Company will announce each amendment to these Terms of Use to Subscribers by publishing the amended Terms of Use on the Company’s website or such other means as considered appropriate by the Company, and the amendment will become effective on the date indicated therein.
3. Unless otherwise stipulated in these Terms of Use, if a Subscriber continues to use the Service on and after the effective date of an amendment, the Subscriber shall be deemed to have consented to the amended Terms of Use.
4. If a Subscriber does not consent to the amended Terms of Use, the Subscriber must cease using the Service or terminate the Service before the amendment to these Terms of Use becomes effective.

Section 2 Creating Subscription Agreements

Article 2.1 Creating Subscription Agreements and Registration of Subscribers

1. In compliance with the procedures prescribed by the Company, each person (limited to corporations) that wishes to use the Service must enter the information required by the Company on the Company website’s Strix Cloud application page, and apply to register as a Subscriber of the Service.
2. The Company may, at its discretion, refuse to register the applicant as a Subscriber if:
(1) the applicant applies for registration by any means other than the procedures provided for in Article 2.1.1;
(2) the applicant gives false information or fails to inform the Company of matters required for the Service;
(3) the applicant falls within the definition of Anti-Social Force (defined in Article 10.3);
(4) the applicant or a person related thereto has previously been in breach of an agreement with the Company; or
(5) the applicant is found unsuitable for any other reason by the Company.
3. If the Company approves the registration of an applicant as a Subscriber, the Company will send by email to the address provided by the applicant a console display URL and a Token for the use of the Service. A Subscription Agreement will be created between the applicant (Subscriber) and the Company once the email has been sent to the applicant (Subscriber). All provisions of these Terms of Use shall apply to the Subscription Agreement.
4. After a Subscription Agreement is created, the Company will issue an Account for the use of the Service to the Subscriber in the manner prescribed by the Company.
5. If there is any change in the information registered by a Subscriber in accordance with Article 2.1.1, such Subscriber shall promptly amend the registration information in accordance with the procedure set forth by the Company. The Company will not in any way be liable for any damage that may arise from the failure of any Subscriber to amend such registration information.

Article 2.2 Management of Tokens and Accounts

1. Each Subscriber shall strictly manage the Token and the Account issued to it by the Company.
2. If a Subscriber’s Token or Account is, or is likely to have been, misappropriated, the Subscriber shall immediately notify the Company to that effect and handle the matter in accordance with the instructions of the Company.
3. In the absence of willful misconduct or gross negligence on the part of the Company, the Company will not be liable in any way for any damage arising from the use of a Subscriber’s Token or Account by any third party other than the Subscriber.

Section 3 Provision of the Service

Article 3.1 Service Provision

The Company will provide each Subscriber with the Service in accordance with the features, and under the terms and conditions, stated on the Company’s website. Also, please note that the service cannot be used within the European Union. Therefore, using the software within the EU shall be deemed as a violation of rules stated in Section 4.1

Article 3.2 Use of the Software

1. Each Subscriber may use the Software, on a non-exclusive basis, for the following purposes only:
(1) for development of Content; and
(2) for services that distribute Content to Users; provided, however, that the Software  provided in the trial version of the Service cannot be used for this purpose.
2. The Company may, from time to time, request a Subscriber to report the status of the use of the Software by the Subscriber, Users, and Contractors. The Subscriber shall prepare and submit a written report on the status of the use of the Software without delay upon request of the Company.
3. Each Subscriber may use the Software and Derivatives only on computers or mobile devices (including smartphones) or in servers owned by the Subscriber. However, if, in accordance with Article 3.2.1(2), a Subscriber distributes Content to Users or a User uses distributed Content, the Subscriber or the User may use the Software or Derivatives incorporated into the Content, to the extent necessary for the User to use the Content.
4. If a Subscriber wishes to delegate to the Company the development and operation of Content, the Subscriber and the Company shall consult and determine the terms and conditions of such delegation separately.
5. If a Subscriber wishes to use the Software beyond the scope expressly permitted in these Terms of Use, the Subscriber must separately consult with the Company regarding terms and condition of such use and execute a memorandum of understanding thereon.

Article 3.3 Development Contractor

1. Notwithstanding Article 4.1.1(2), if a Subscriber delegates to a third party (a “Development Contractor”) the development of Content and allows the Development Contractor to use the Software, the Subscriber shall notify the Development Contractor of the details of these Terms of Use and impose upon the Development Contractor obligations that are equivalent to or stricter than the Subscriber’s obligations under these Terms of Use.
2. Notwithstanding Article 4.1.1(11), in the case provided for in Article 3.3.1, the Subscriber may allow the Development Contractor to use the Account issued to the Subscriber but only for the purpose of developing Content.
3. Each Subscriber shall cause its Development Contractors to register as a Development Contractor in accordance with the procedure prescribed by the Company. If there is a change in the registered details of a Development Contractor or there is a change of Development Contractor, the Subscriber in question shall immediately cause the Development Contractor to amend the registration in accordance with the procedure prescribed by the Company.
4. The breach of a Development Contractor of its obligations under Article 3.3.1 shall be deemed a breach of the Subscriber of its obligations under these Terms of Use.

Article 3.4 Operating Contractor

1. Notwithstanding Article 4.1.1(2), if a Subscriber delegates to a third party (an “Operating Contractor”) the operation of Content and allows the Operating Contractor to use the Software, the Subscriber shall notify the Operating Contractor of the details of these Terms of Use and impose upon the Operating Contractor obligations that are equivalent to or stricter than the Subscriber’s obligations under these Terms of Use.
2. Notwithstanding Article 4.1.1(11), in the case provided for in Article 3.4.1, the Subscriber may allow the Operating Contractor to use the Account issued to the Subscriber but only for the purpose of operating Content.
3. Each Subscriber shall cause its Operating Contractors to register as an Operating Contractor in accordance with the procedure prescribed by the Company. If there is a change in the registered details of an Operating Contractor or there is a change of Operating Contractor, the Subscriber in question shall immediately cause the Operating Contractor to amend the registration in accordance with the procedure prescribed by the Company.
4. The breach of an Operating Contractor of its obligations under Article 3.4.1, shall be deemed a breach of the Subscriber of its obligations under these Terms of Use.

Article 3.5 Subcontracting

The Company may subcontract to a third party all or some of the duties necessary for the provision of Service to the Subscribers.

Article 3.6 Maintenance of Use Environment

Each Subscriber shall, at its own responsibility and expense, procure and maintain an operating environment necessary for the use of the Service, and the like, including the following: computers and other terminals; displays, monitors, or other displaying devices; and an internet environment.

Article 3.7 Principle of Self-Responsibility

If in using the Service a Subscriber causes damage to a third party (including a User; the same applies throughout these Terms of Use) or receives from a third party any objection, complaint, or any other claim for any reason attributable to the Subscriber, the Subscriber shall resolve the matter at its own responsibility and expense. In addition, the same will apply if, in using the Service, a Subscriber sustains any damage due to a third party or makes any objection, complaint, or any other claim against a third party.

Article 3.8 Advertising and Promotion

If the Service is used in an online game developed by a Subscriber, the Company may publicly announce the use of the Service in the online game for purposes of advertising and promoting the Service. The Subscriber shall cooperate with the Company in relation to any such public announcement.

Section 4 Prohibited Matters and Subscribers’ Obligations

Article 4.1 Prohibited Matters

1. Subscribers are prohibited from the following while using the Service:
(1) erase from the Software or any Derivative any product descriptions, copyright statements, or any other similar written warnings, or statements on limitations based on the rights of the Company;
(2) establish for a third party the right to use the Software or a Derivative, transfer possession of the Software or a Derivative to a third party, assign the Software or a Derivative to a third party, pledge or establish any other security interest on the Software or a Derivative for the benefit of a third party, or in any other way dispose of the Software or a Derivative to a third party beyond the scope expressly permitted under these Terms of Use without the Company’s prior written approval;
(3) allow any third party to use a right granted to the Subscriber without the Company’s prior written approval;
(4) reproduce all or any part of the Software or a Derivative without the Company’s prior written approval;
(5) modify, reverse engineer, disassemble, or decompile all or any part of the Software or a Derivative or allow any third party to commit any such act;
(6) transfer, lend, or in any other way distribute all or any part of the Software or a Derivative;
(7) disclose to a third party a benchmark test result for the Software or a Derivative or any other important information related to the Software or any Derivative without the Company’s prior written approval;
(8) damage the reputation, product value, or image of the Software or any Derivative or allow any third party to commit such act;
(9) discriminate against or slander the Company or any third party; infringe the reputation, credibility, privacy, or any other moral right of the Company or any third party; or commit any act likely to result in the foregoing;
(10) handle the Software or any Derivative in any manner that causes an adverse social or educational impact;
(11) allow any person other than the Subscriber to use the Subscriber’s Token or Account without the Company’s prior written approval;
(12) improperly use another person’s Token or Account or commit any similar act;
(13) violate any law, regulation, or public order and morals, commit any act likely to result in the foregoing, or commit any similar act;
(14) commit a criminal act, suborn or facilitate a criminal act, or commit any act likely to result in the foregoing;
(15) falsify, or use any other improper means to collect or obtain, personal information or any other information of a third party, or commit any similar act;
(16) unlawfully disclose or provide to a third party the personal information of a person without that person’s consent, or commit any similar act;
(17) infringe the Company’s or a third party’s rights or the Company’s or a third party’s interests that are protected under law, or commit any similar act;
(18) intentionally provide false information, or commit any similar act;
(19) transmit or write any computer virus or other similar harmful program or the like on the Software;
(20) hinder the operation of the Service, or commit any act likely to result in the foregoing;
(21) use the Service by any means or in any form that affects the telecommunications of a third party, or commit any act likely to result in the foregoing;
(22) improperly access any computer, telecommunications equipment, or the like operated by the Company or a third party; improperly overload a server operated by the Company or a third party; cracking or attacking any computer, telecommunications equipment, or the like; or use the Service by any means or in any form that impedes computers, telecommunications equipment, or the like operated by the Company or a third party;
(23) tamper with or delete a third party’s information that is accessible from the Service; or
(24) apart from matters provided for in (1) through (23) above, use the Software or any Token and Account beyond the scope expressly permitted by these Terms of Use.
2. The Company may implement technical measures in the Software that are necessary in order to protect the Company’s rights in the Software. Each Subscriber agrees in advance to the implementation and execution (and the like) by the Company of, and shall not remove and alter (and the like), such technical measures.

Article 4.2 Obligations to Users

1. Each Subscriber shall take necessary measures, including, but not limited to, establishing terms of use that incorporate the prohibitions in Article 4.1.1, to ensure that the User’s use of the Software shall not infringe upon the rights of the Company in or to the Software .
2. If the Company incurs any damage because of a User’s infringement of the Company’s rights in or to the Software, in connection with a breach of Article 4.2.1 by a Subscriber or for any other reason attributable to a Subscriber, the Subscriber shall compensate the Company for the damage.

Article 4.3 Notices

If a Subscriber changes its trade name, representative, address or the like, or is merged or otherwise subject to any other material change, the Subscriber shall promptly report such change to the Company in accordance with the procedure prescribed by the Company.

Section 5 Fee

Article 5 Service Fee

1. Each Subscriber shall pay the Company the service fee specified on the Company’s website (the “Service Fee”) in accordance with the terms and conditions of payment specified thereon as consideration for the use of the Service.
2. The Company will not, for any reason, return to any Subscriber any Service Fee received from that Subscriber in accordance with this Article 5.
3. If a Subscriber does not pay the Service Fee when due, the Subscriber shall pay, as a lump sum together with the unpaid Use Fee, delay damages of 14.6% per annum to be calculated from the day following the payment due date until the date of full payment.
4. Each Subscriber agrees in advance that the Company may delegate to a third party the collection of unpaid Service Fees and assign to a third party the payment claims related to the Service Fees if the Company is unable to collect Service Fees from a Subscriber on the payment due date.

Section 6 Ownership of Rights; Infringement of Rights by Third Parties

Article 6.1 Ownership of Rights

Each Subscriber and the Company acknowledge that (a) patent rights, utility model rights, trademark rights, design rights (including the right to register any such rights), copyright (including all rights prescribed in Articles 21 through 28 of the Copyright Act), moral rights of the author, and any other similar rights all over the world, including Japan, in relation to the Service, the Software, and Derivatives belong to the Company or any third party that licensed those rights to the Company (as the case may be) and (b) all rights not expressly licensed to Subscribers in these Terms of Use are wholly reserved by the Company.

Article 6.2 Indication of Rights

1. Each Subscriber shall clearly mark on the Content and instruction manuals, websites, advertising, pamphlets, and other similar sales and promotional materials, at locations determined separately through consultation by the Subscriber and the Company, the copyright indications related to the Software and other similar indications designated by the Company based on the logo regulations determined by the Company.
2. The Company will separately provide each Subscriber with digital data for logos by electronic means.

Article 6.3 Infringement of Rights by Third Parties

1. If a Subscriber discovers that a third party will, or is likely to, infringe any rights in or to the Software, the Subscriber shall immediately notify the Company to that effect.
2. If the Company receives the notice provided for in Article 6.3.1, it will, at its own discretion, decide whether or not to eliminate the infringement or take measures to resolve it. If in taking any of those measures the Company requests the cooperation of the Subscriber in question, the Subscriber shall cooperate with the Company to a reasonable extent.

Section 7 Service Suspension and Changes

Article 7.1 Changes to, or Suspension of, the Service

1. The Company may, without notifying any Subscriber in advance, make changes or additions to all or a part of the contents of the Service.
2. The Company may temporarily suspend the Service if any event set out below occurs. In that case, except in the event of an emergency, the Company will notify Subscribers in advance of any such temporary suspension.
(1) The Company conducts regular or urgent maintenance or repairs involving telecommunications equipment or the like
(2) If systems for the provision of the Service are overwhelmed due to excessive accessing or due to any other unforeseeable reason
(3) If it becomes necessary to do so for the security of the Company
(4) If provision of the Service becomes impossible due to any law, regulation, or any measure under any law or regulation
(5) If deemed necessary by the Company under circumstances similar to any of the foregoing
3. The Company shall not be liable in any way for any damage incurred by a Subscriber due to a change in the contents of the Service or suspension of the Service as provided for in Article 7.1.1 or 7.1.2.

Article 7.2 Termination of the Service

The Company may terminate all or a part of the Service or any Subscription Agreement without any liability therefor if:
(1) the Company gives at least six months’ notice to the Subscribers before the scheduled date of termination;
(2) it becomes impossible to provide the Service due to force majeure, such as a natural disaster; or
(3) any other unavoidable cause for termination.

Section 8 No Guarantee; Disclaimer; Damages

Article 8.1 No Warranty; Disclaimer

1. The Company disclaims any warranty that the use of the Service or the Software (a) conforms to any specific purpose intended by any Subscriber, (b) possesses the value, commodity value, quality, accuracy, utility, or completeness anticipated by any Subscriber, (c) does not infringe the rights of any third party, or (d) enables any Subscriber to achieve any of the benefits anticipated by that Subscriber.
2. The Company shall not in any way be liable for any damage incurred by any Subscriber due to any operational fault, delay in operational processing, communication delay, operational inability, malfunction, or any other flaw in the systems for providing the Service, in the absence of willful misconduct or gross negligence on the part of the Company.
3. The Company shall not in any way be liable for damage incurred by a Subscriber due to (a) a fault related to the internet or any other telecommunications line or telecommunications equipment or (b) interference, hacking, data modification, or the like by a third party.
4. The Company shall not in any way be liable for any damage incurred by any Subscriber due to a flaw in any of the following, which are prepared or set up by a Subscriber: (a) a computer or other terminal; (b) a display, monitor, or other displaying device, or (c) an internet environment or other similar operating environment.
5. The Company shall not in any way be liable for any dispute that may arise between any Subscriber and a third party as a result of the Subscriber’s use of the Service or the Software.

Article 8.2 Damages

1. In all cases, the Company’s liability for damages with respect to any Subscriber or any third party in relation to matters provided for in these Terms of Use shall be limited to actual and ordinary damages that arise as a direct result of the Company’s actions, regardless of the cause of the claim or mode of litigation, including default, unjust enrichment, or tortious act. The Company’s liability for damages shall be further limited to the total amount of Service Fees actually paid to the Company by the Subscriber in question. If the Company pays compensation to a third party in excess of the total amount of Service Fees actually paid to the Company by the Subscriber in question, the Subscriber shall immediately reimburse the Company for the amount in excess of such Service Fees.
2. The provisions of Article 8.2.1 will not apply if the damage incurred by a Subscriber or a third party is due to the willful misconduct or gross negligence of the Company.
3. Even if the Company grants to Contractors permission to the use the Software under Article 3.3.2 or Article 3.4.2 of these Terms of Use, the Company will not bear any liability for damages to that Contractor. If the Company compensates a Contractor for damage incurred by that Contractor, the relevant Subscriber shall immediately reimburse the Company for the amount paid as compensation.

Section 9 Confidentiality; Protection of Personal Information

Article 9.1 Obligation of Confidentiality

1. Each party to a Subscription Agreement shall keep confidential the following technical or business information disclosed to it by the other party (in this case, the receiving party is referred to as the “Recipient,” and the disclosing party is referred to as the “Discloser”) in relation to the Service (that information, “Confidential Information”) and shall not disclose or divulge all or any part of the Confidential Information without obtaining the Discloser’s prior written approval:
(1) all information disclosed by the Discloser in writing (including electronic or magnetic records recorded in storage devices for computers or recording media); and
(2) information disclosed by the Discloser orally or visually that, upon its disclosure, is indicated by the Discloser to be confidential and for which, no later than 14 days after that disclosure, a written summary that is reasonably sufficient to specify the contents of that information has been prepared by the Discloser.
2. Notwithstanding Article 9.1.1, information that the Recipient proves to be covered by any of the following will not be considered Confidential Information:
(1) information that is publicly known or publicly available at or before the time the information is obtained by the Recipient;
(2) information that becomes publicly known or publicly available through no fault of the Recipient after the Recipient obtains that information;
(3) information that the Recipient already knew at or before the time the Recipient receives the information;
(4) information disclosed to the Recipient by a duly authorized third party;
(5) information that the Recipient develops independently without relying on the information.
3. The Recipient (a) may disclose the Discloser’s Confidential Information only to its own officers and employees who need to know such Confidential Information for legitimate [purposes] under the relevant Subscription Agreement and (b) shall cause those officers and employees to comply with the confidentiality obligations provided for in this Article 9.1.
4. The Company and each Subscriber shall not, without obtaining the other party’s prior written approval, use the Confidential Information of the other party for any purpose other the performance of the relevant Subscription Agreement.

Article 9.2 Management of Confidential Information

1. Each Subscriber shall not use for any purpose other than the use of the Service any Confidential Information disclosed by the Company.
2. Each Subscriber shall return or destroy the Company’s Confidential Information in compliance with the instructions of the Company upon the termination of the relevant Subscription Agreement or upon the request of the Company.

Article 9.3 Handling of Personal Information

1. The Company and each Subscriber shall comply with laws and regulations related to the protection of personal information in and outside Japan, and any relevant guidelines, and shall handle personal information appropriately.
2. Each Subscriber shall take appropriate measures in accordance with laws and regulations in and outside Japan, and any relevant guidelines, on all types of information provided by Users in the provision of Content, including obtaining appropriate consent from Users. If the Company becomes liable to a third party for damages or is subject to the imposition of administrative monetary penalties from a judicial or administrative authority due to any Subscriber not taking such measures, the Company may claim compensation against that Subscriber for the damage incurred by the Company.

Section 10 Agreement Period and Agreement Cancellation

Article 10.1 Agreement Period

1. Each Subscription Agreement shall be effective for a period of one year from the date of creation.
2. Each Subscription Agreement shall be renewed under the same terms and conditions for a period of one year, and the same shall apply thereafter, if neither the Company nor the Subscriber thereunder informs the other party that it will not renew the Subscription Agreement at least one month before the expiration of the period provided for in Article 10.1.1.

Article 10.2 Termination

1. Each Subscription Agreement may be terminated by the Company or the Subscriber thereunder by written notice to the other party on the following grounds:
(1) the other party is subject to any provisional seizure, seizure, or any other similar temporary restraining order, compulsory execution, auction, or a petition for auction with respect to the material assets or business of the other party
(2) the other party is subject to a petition filed for commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, commencement of special liquidation, or bankruptcy;
(3) the other party is subject to a demand for, or disposition for nonpayment of, taxes and public charges or is subject to provisional seizure in respect thereof;
(4) the other party suspends payments, becomes unable to pay debts, or is subject to suspension of business transactions with banks;
(5) the other party dishonors a bill or check;
(6) the financial status of the other party deteriorates or there is sufficient reason to believe that it will likely deteriorate;
(7) the other party defaults on or breaches the Subscription Agreement, and despite the other party being provided with a remedy period of 30 days or less and with notification in writing to remedy the default or breach, the default or breach is not remedied within that period;
(8) the other party is subject to disposition for suspension of business from a supervisory authority;
(9) without obtaining prior written consent, the other party transfers, pledges, or in any other way attempts to dispose of all of some of the rights or obligations under the Subscription Agreement, or attempts to commit such an act;
(10) it becomes difficult to achieve the purpose of the Subscription Agreement due to a disaster, labor dispute, or any other unavoidable circumstance;
(11) the ownership of the capital of the other party materially changes due to a merger with another company or for any other similar reason;
(12) the Subscriber does not pay the Service Fee provided for in these Terms of Use by the prescribed due date therefor;
(13) the other party materially violates any provision set out in these Terms of Use or commits any other breach of trust that makes the continuation of the Subscription Agreement difficult; and
(14) any other event similar to those provided for in (1) through (13) above occurs.
2. Termination in accordance with Article 10.1.1 does not preclude the exercise of the terminating party’s right to claim damages against the other party.

Article 10.3 Exclusion of Anti-Social Forces

1. The Company and each Subscriber covenants to the other party each of the following:
(1) neither the covenanting party nor any of its officers (meaning directors, executive officers, corporate executive officers, company auditors, and any person similar to any of the foregoing persons) is an organized crime group, an organized crime group member, a quasi-member of an organized crime group, a corporation affiliated with an organized crime group, a shareholder meeting extortionist (sokaiya), a corporate extortionist acting under the guise of a social movement or political activity (shakai undo-to hyobo goro), a group or individual that in the context of having a relationship with an organized crime group plays a key part in structural injustice using force or through a financial connection with an organized crime group (tokushu chino boryoku shudan), or any other similar entity (collectively, “Anti-Social Force”) or has a socially reprehensible relationship with an Anti-Social Force;
(2) the covenanting party does not have a relationship through which it is considered to cooperate or be involved in the maintenance or operation of an Anti-Social Force, including using an Anti-Social Force for the purpose of pursuing benefit for the covenanting party or a third party or causing damage to a third party or providing an Anti-Social Force with funds, benefits, or the like;
(3) the covenanting party has not allowed its name to be used by an Anti-Social Force to execute any Subscription Agreement; and
(4) the covenanting party will not, by itself or through a third party, use threatening behavior or violence; spread rumors or use fraudulent means or force to obstruct the other party’s operations or to damage the reputation of the other party, make any unjust and illegal demand against another person, or commit any other similar act.
2. The Company and each Subscriber may, without providing any notice or demand for remedy, terminate all or a part of the relevant Subscription Agreement if the other party breaches any of the covenants provided for in Article 10.3.1.
3. Neither the Company nor any Subscriber will be liable for any damage due to the termination of all or a part of any Subscription Agreement in accordance with Article 10.3.2 and the other party incurs damage as a result of that termination. In addition, a party that breaches this Article 10.3 shall compensate the other party for all damage caused by that breach.

Article 10.4 Early Termination

Even during the effective period of any Subscription Agreement, the Company may terminate the Subscription Agreement by giving to the relevant Subscriber at least three months’ notice of termination before the desired date of termination.

Article 10.5 Measures after the End of an Agreement

1. A Subscriber shall not use the Service or the Software after the end of the relevant Subscription Agreement.
2. After a Subscription Agreement ends, the Subscriber thereunder shall return or submit all reproductions and adaptations of the Software (for the avoidance of doubt, the Company does not license to any Subscriber any reproductions or adaptations of the Software) and materials related to the Software. In addition, the Subscriber shall delete or destroy all items that cannot be submitted, including data and the like on hard disks in the Subscriber’s computers, and submit to the Company written certification of that deletion or destruction, signed or sealed by a representative of the Subscriber, and the Company may inspect such computers and the like to verify that all such data and the like has actually been destroyed or deleted.
3. If a Contractor holds any reproduction or adaptation of the Software or any materials related to the Software, then after the end of the relevant Subscription Agreement, the Subscriber thereunder shall, at its own responsibility and in accordance with the directions of the Company, promptly (a) cause the Contractor to return or delete that reproduction or adaptation of such Software or material or (b) cause the Contractor to delete or destroy the reproduction or adaptation of such Software or material and cause the Contractor to submit to the Company written certification of the deletion or destruction, signed or sealed by a representative of the Contractor.
4. If a Subscription Agreement ends, all related Individual Agreements and memoranda of understanding shall immediately cease to be effective.

Section 11 Miscellaneous

Article 11.1 Method of Notice

1. Notices from the Company to the Subscribers shall be given by email, facsimile, or any other similar method of transmitting or sending written material, and the contents of each such notice shall be effective at the time it is transmitted or dispatched, unless otherwise provided for in the notice. However, in emergencies, the Company may provide notices through other methods deemed appropriate by the Company.
2. Notices provided for in Article 11.1.1 shall be transmitted or sent to the address registered with the Company by each Subscriber.
3. If the Company complies with Article 11.1.2, the Company shall not be liable in any way for any damage incurred by a Subscriber or a third party due to the Subscriber being unaware of the notice.

Article 11.2 Restriction on Transfer of Rights

The Company and each Subscriber shall not transfer to a third party, provide as security to a third party, or cause a third party to succeed to or assume, all or a part of any contractual status under the Subscription Agreement or all or a part of any right or obligation arising from the Subscription Agreement, without obtaining the other party’s prior written approval.

Article 11.3 Force Majeure

If the Company or a Subscriber is in delay in the performance of, or fails to perform, one or more of its obligations under these Terms of Use, it will not be liable if the delay or failure is caused by:
(1) natural disaster, fire, or explosion;
(2) contagious disease;
(3) war or insurrection;
(4) revolution or coup d’état;
(5) order or disposition issued by a governmental authority;
(6) riot;
(7) strike or lockout; or
(8) any other circumstance similar to any of those provided for in (1) through (7) above.

Article 11.4 Surviving Provisions

Article 1.3, Article 2.1.5, Article 2.2.3, Article 3.7, Article 4.1, Article 4.2.2, Article 5, Article 6.1, Article 7.1.3, all provisions of Section 8, all provisions of Section 9, Article 10.2.2, Article 10.3, Article 10.5, all provisions of Section 11, and each provision that, in light of its nature, should automatically survive will remain in effect after the termination, expiration of term, or any other similar event with respect to a Subscription Agreement.

Article 11.5 Consultation

All doubts in relation to the interpretation of these Terms of Use or any matter not provided for in these Terms of Use shall be promptly resolved through mutual consultation in good faith.

Article 11.6 Governing Law and Jurisdiction

1. Each Subscription Agreement shall be governed by, and construed in accordance with, the laws of Japan.
2. The Tokyo District Court shall have exclusive jurisdiction as the court of first instance over any dispute resulting from or related to any Subscription Agreement.

Article 11.7 Language

These Terms of Use are prepared and executed in the Japanese language. Even if these Terms of Use are translated into other languages, the Japanese-language version shall be the original version and shall always prevail over any translated version.