Article 1 DefinitionThe main terms used in these Terms are as follows.
- “Service” means “SPIDERPLUS,” a service provided by the Company.
- “Agreement” means the usage contract to receive the Service in accordance with these Terms.
- “Website” means the website operated by the Company.
- “Customer” means a person who has entered into this Agreement based on these Terms. The term “Customer” includes not only those who have signed this Agreement but also those who use the Services including “User” (defined below).
- “User” means a person who has been granted permission to use the Services via the Customer request in accordance with the Company’s prescribed procedures. The User shall use the Services at the Customer’s responsibility, and if the User violates these Terms, the Customer shall be directly responsible to the Company for the violation of such obligations.
Article 2 Establishment and Application of Agreement
- The Customer agree to these Terms and request to use the Services in the Company’s prescribed format, and upon receipt of the request by the Company, the Customer and the Company shall enter into this Agreement which contains these Terms.
- These Terms shall apply to all Customers and the Company.
- In the case that other contracts, etc. (the “Individual Contract, etc.”) exist for the Service in addition to these Terms, Individual Contracts, etc. shall also constitute a part of these Terms, and in the case of inconsistency between them, the provisions of Individual Contracts, etc. shall take precedence.
Article 3 Use of the Services
- Subject to the Customer’s compliance with these Terms and payment of the fees, the Company grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the Services at the Customer location.
- For the use of the Service, the Customer is required to properly prepare the necessary environment and facilities (this includes, but is not limited to, equipment, software and communication means) at Customer’s expense and responsibility, and the Company shall not be responsible for such preparation.
- Depending on the Customer’s usage environment, the Customer shall take security measures such as prevention of computer virus infection and prevention of unauthorized access and information leakage, and the Company shall not take any responsibility for the Customer’s usage environment.
Article 4 Additional ServicesIf the Customer wishes to add an ID or increase or decrease the various optional functions, the Customer shall request for the increase or decrease using the Company’s prescribed format, and when the request is accepted by the Company, the addition of an ID or increase or decrease of the various optional functions becomes effective.
Article 5 Term of the Service AgreementThe Customer may use the Service for an unlimited period of time, or the Customer may use the Service for a period of one (1) year from the date on which the Customer start using the Service as specified in the Company’s prescribed format, and in such case, this Agreement shall be renewed with the same terms and conditions unless the cancellation procedure set forth in Article 7 is performed no later than thirty (30) days prior to the expiration date of the Terms, and the same shall apply thereafter.
Article 6 Fee for the Service
- If the Customer uses the Service without a fixed term of contract, the Customer shall pay the usage fee in the format specified by the Company by bank transfer to the bank account specified by the Company. The period shall close at the end of the month and the payment shall be made at the end of the following month. The Customer shall be responsible for the transfer fee.
- If the Customer uses the Service for a contract period of one (1) year, the Customer shall pay by bank transfer to the above bank account in accordance with the fees, payment terms, etc. listed in the Company’s prescribed format. The payment of the transfer fee is the same as in the preceding paragraph.
- If Customer adds an ID or any optional features, the Customer shall pay for the additional usage.
Article 7 Termination of the Agreement
- If the Customer uses the Service without a fixed term, the Customer may terminate the Agreement by notifying using the Company’s prescribed format no later than thirty (30) days prior to the date on which the Customer wishes to terminate. Even if the Customer cancels in the middle of a month, the Customer shall pay the full amount of the usage fee for the month to which the cancellation date belongs.
- If the Customer uses the Service for a period of one (1) year, the Customer may terminate this Agreement by applying in the Company’s prescribed format no later than thirty (30) days prior to the expiration date of the Agreement.
- Regardless of whether the Customer cancels the contract in the middle of the contract period or used it only for a certain number of days, the Customer is required to pay the full amount for the contract period and the Company will not refund even if the Customer has already paid the usage fee.
Article 8 Termination of the Service
- The Company may terminate the Service by notifying the Customer no later than ten (10) days before the termination date.
- The Company shall not be liable for any damage caused to the Customer by any action taken under this Article.
Article 9 CustomizationIf the Customer wishes to customize the Service, the Customer shall consult with The Company separately.
Article 10 Account
- In order to use the Service, the Customer shall create a user ID and password (the “Account”) by a method specified separately. When the Customer registers information about the User when using the Service, the Customer must provide true, accurate and complete information, and if there is any change in the registration information, the Customer shall notify the Company of such change without delay in a separately prescribed manner.
- The Customer shall appropriately manage and retain the Account at the Customer’s own responsibility and shall not allow any other person to use, lend, transfer, change the name, buy or sell the Account. The Customer is responsible for any damages caused by insufficient management of the Account, errors in use, use by third parties, etc., and the Company shall not be responsible for any damages whatsoever.
- If the Customer fails to properly maintain their Account, the Company may, without prior notice to the Customer, suspend or delete the Account and take any action it deems necessary to prevent unauthorized use of the Account, including suspension of the Customer’s use of the Service.
Article 11 Use of dataThe Customer agrees that, in connection with the use of the Services, various data will be stored in the Services, and that the Company will access and use the data for the purpose of developing and improving its products and services or responding to inquiries from the Customer.
Article 12 Responsibility for the protection and handling of personal information
- Of the personal information (Personal information as defined in the law related to the protection of personal information (Act No. 57 of 2003. Hereinafter referred to as the “Act on the Protection of Personal Information”)) to be disclosed by the Customer, the Company shall accept the personal information of the User as entrusted by the Customer. If the Customer discloses the personal information to the Company by entering it in the format prescribed by the Company, the Customer shall be deemed to have entrusted the handling of the personal data (Personal data as defined in the Act on the Protection of Personal Information) to the Company for use of the Service.
- When the Customer entrusts the handling of personal data to the Company, the Customer guarantees that the Customer has followed the procedures prescribed by laws such as the Act on the Protection of Personal Information.
- The Company handles the personal data entrusted to it by the Customer in accordance with the Personal Information Protection Policy separately set forth by the Company (posted on the website (https://spider-plus.com/privacy/)).
- The Company shall not use, process, copy or reproduce the personal data entrusted by the Customer beyond the scope of the purpose of entrustment.
- With regard to the personal data entrusted by the Customer, the Company appoints a person responsible for the management and takes necessary and appropriate measures to prevent the leakage, loss or damage of the personal data and to manage the security of the personal data.
- The Company shall promptly report the occurrence of any leakage, loss, or damage to the personal data entrusted by the Customer, investigate the cause thereof, and take necessary measures to prevent the spread of such incident.
Article 13 Attribution of rights
- These Terms shall not, in any event, transfer, assign or license to the Customer any and all rights, including the ownership and intellectual property rights of the Company and its licensors, except as otherwise agreed by the parties.
- “SPIDERPLUS” is a trademark to which the Company is entitled, and the Customer agrees that they have not been granted any rights or usage rights to any mark relating to such trademark.
Article 14 Prohibited actsIn addition to what is specifically set forth in these Terms and other documents, the Customer may not engage in any of the following activities with or using the Services. The Company may, without prior notice, suspend or discontinue the provision of, or restrict the use of, all or any part of the Services and may take any other action it deems necessary if the Customer engages or is likely to engage in any of the following:
- Using beyond the scope permitted by the Term;
- Using by means other than the interfaces and procedures provided by the Company;
- Performing analytical actions, including use, reverse engineering, decompilation, and disassembly, bypassing technical limitations;
- Illegally accessing or attempting to gain unauthorized access to the Company’s network or system, etc.;
- Imitating, reproducing (except for backups), altering, selling, redistributing, rening, leasing or loaning of all or part thereof;
- Except as otherwise provided in these Terms, allowing a third party to use it, or making it public for a third party to copy;
- Infringement of the intellectual property rights, portrait rights, privacy rights, honor, or other statutory or contractual rights or interests of the Company or third parties;
- Storing or transmitting code, files, scripts, agents or programs (examples include viruses, worms, time bombs and Trojan horses) intended to cause harm;
- Obstructing or impeding the integrity or performance of the Service or the data of third parties included in the Service;
- Providing the Service and support to third parties for commercial purposes without permission from the Company;
- Providing products related to the Services to third parties for commercial purposes without permission from the Company;
- Directly or indirectly provoking or facilitating an act set forth in the preceding items;
- Assigning, lending, entrusting, transferring, or providing as collateral its status in the Agreement or all or part of its rights and obligations under this Agreement to the third party; or Other actions that the Company may deem inappropriate.
Article 15 Suspension, etc. of Services
- If the Company conducts an inspection or maintenance work of the computer system for the Service, the Company may notify the Customer in advance and suspend or terminate the provision of all or part of the Service or restrict the use thereof.
- If any of the following applies, the Company may suspend or terminate the provision of all or part of the Service, or restrict the use thereof, without notifying the Customer in advance:
- If the Service is suspended due to reasons such as computer, communication line or other accidents, unauthorized access or transmission of large amounts of data;
- If the Service can no longer be operated due to an event beyond the Company’s reasonable control such as earthquake, lightning, fire, wind or water damage, power outage and natural disasters;
- If the provision or use of external systems necessary for the provision of this service is blocked; or
- If the Company otherwise determines that suspension or termination is necessary.
- The Company shall not be responsible for any damage caused to the Customer pursuant to any action taken under this Article.
Article 16 Update
- The Customer shall update the application software (the “Application”) for the Service to the latest version at any time.
- The Company may update the Application without notifying the Customer.
- The Customer is responsible for any communication fees required to update the Application.
Article 17 Responsibilities of CustomerThe Customer shall use the Services at the Customer’s own responsibility, and the Customer is responsible for any actions taken using the Services and the results thereof. In view of the possibility of data corruption caused by the terminal, the Customer shall back up the data at the Customer’s own responsibility. The Company shall endeavor to restore the data but shall not be liable for any damage suffered by the Customer due to the failure to do so.
Article 18 Warranties of CompanyThe Company shall warrant only that it will provide the functions possessed by the Service and shall not make any implied or express warranty as to any matters beyond that (including, but not limited to, completeness, usefulness, marketability, conformity to a specific action, performance, or purpose, that it will not infringe a third party’s intellectual property right, etc.).
Article 19 Limitation of liabilityCompany shall compensate only direct damages up to the amount paid by the Customer as consideration for the Service in the past one (1)-month period, only in the case where Customer incurs damages due to a reason attributable to the Company, and shall not be liable for compensating incidental damages, indirect damages, special damages, future damages resulting from the use of the Service, for any reasons whatsoever. If the Customer has been using the Service under the contract term of one (1) year, the Company shall compensate only for direct damages up to the annual usage fee divided by twelve (12). However, in such case, if the amount the Customer has already paid is less than this amount, the amount that has already paid will be the upper limit.
Article 20 Confidentiality
- Unless otherwise specified in these Terms or another writing, during the applicable term of these Terms and even after its termination, a party receiving the disclosure of confidential information under these Terms (the “Receiving Party”) shall maintain such confidential in strict confidence, shall not use the confidential information beyond the scope required for the performance of these Terms, and shall not disclose the confidential information to third parties without the prior written consent of the party disclosing the confidential information (the “Disclosing Party”). “Confidential information” means information that is specified as confidential by the Disclosing Party or should be treated as confidential based on the circumstances of disclosure; provided, however, that confidential information will not include (i) information that the Receiving Party already knows at the time of disclosure, (ii) information that the Receiving Party comes to know without violating these Terms or any other duty of confidentiality to be borne to the Disclosing Party, or (iii) information lawfully disclosed by a third party without bearing a duty of confidentiality. This Article does not prohibit either party from complying with a legal demand from investigative authorities, administrative agencies, or judicial institutions, but requires such party to notify and consult with the Disclosing Party in advance with respect to the disclosure method. If the application of these Terms terminates or if requested by the Company, the Customer shall dispose of or return any confidential information received from the Company and notify the Company thereof.
- Notwithstanding the preceding paragraph, the Company may disclose Confidential Information to third parties to the extent necessary without the prior written consent of the Customer in any of the following cases:
- If the Company determines that the Customer is engaging in any prohibited act falling under any of the items of Article 14;
- If it is necessary to protect the life, body, or other important rights of the Customers or third parties
- If it is necessary to provide, improve, or maintain this service; or
- If it is necessary to conform to the above items
Article 21 TerminationIf any of the following applies to the Customer, the Company shall be able to terminate the Agreement without notifying the Customer in advance.
- When these Terms are breached;
- When there is a failure to pay the usage fees;
- When it is subject to a disposition for dishonor of checks and notes, or its payment of liabilities is suspended;
- When it is subject to a temporary restraining order, compulsory execution or disposition for delinquent taxes;
- When it petitions for, or is subject to a petition for, bankruptcy, civil rehabilitation, corporate reorganization, special conciliation or other similar procedures for settlement of debts; or
- When a reason for dissolution arises.
Article 22 Exclusion of antisocial forces
- Each party represents that it or its representatives, officers, persons having the substantial right to manage, employees, agents and mediators (the “Stakeholders”) currently do not correspond to an organized crime group, an organized crime group member, a quasi-member of an organized crime group, a business related to an organized crime group, a corporate racketeer, a group engaging in criminal activities under the pretext of conducting social or political campaigns, or crime groups specialized in intellectual crimes, or a person who is closely related thereto (including, but not limited to, by acts of providing funds or other benefits), and covenants that they will not correspond thereto in the future.
- Each party covenants that it and its Stakeholders will not engage in, directly or indirectly, a violent act of demand, an unfair act of demand that exceeds legal responsibility, threatening behavior (including, but not limited to, it or its Stakeholders conveying that it is a person as set forth in the preceding clause) or an act using violence in connection with a transaction, an act of damaging the other party’s credibility or interfering with the other party’s business by circulating rumors, using fraud or using force, or an act similar thereto.
- Either party may terminate these Terms without giving any notice or demand if the other party breaches any of the representations or covenants set forth in the preceding two clauses.
- If either party terminates these Terms pursuant to the provisions of the preceding clause, such terminating party will not be liable for compensating any damages, losses or expenses incurred by the other party due to such termination.
Article 23 Governing Law and Court of JurisdictionThese Terms shall be construed in accordance with the laws of Japan, and the Tokyo District Court will be the exclusive court with jurisdiction in the first instance for all disputes under or in connection with these Terms.
Article 24 Amendment of the Terms
- The Company may amend the contents of these Terms in the following instances:
- When the amendment of these Terms conforms with the general interests of the Customer; or
- When the amendment of these Terms is not contrary to the purpose of having entered into an agreement and are reasonable in light of the necessity of the amendment, reasonableness of the amended contents, the contents of the amendment, and other circumstances regarding the amendment.
- For the amendment of these Terms pursuant to the preceding paragraph, the Company shall notify the Customer of the changes to the Terms and the details of the changed Terms and the effective date thereof by posting them on the website or by any other method deemed appropriate by the Company at least thirty (30) days prior to the effective date of these Terms after the change. If the Customer uses the Service or cancel the Service after the effective date of the amended Terms, the Customer shall be deemed to have consented to the amendments to these Terms.