Terms of Use for USERDIVE Services

Article 1 (Purpose)

These Terms of Use for USERDIVE Services (hereinafter referred to as these "Terms") set forth the agreement (hereinafter referred to as the "Use Agreement") for the use of USERDIVE (hereinafter referred to as the "Services") that is a software program for the marketing, such as access analysis, of websites intended for PCs and smart phones whereby UNCOVER TRUTH Inc. (hereinafter referred to as the "Provider") owns the intellectual property rights such as copyrights in such software program.

Article 2 (Formation of Use Agreement)

  1. Parties who intend to use the Services shall apply for the use of the Services by first accepting the content of these Terms and then entering necessary information in the application form prescribed by the Provider, and submitting the same to the Provider or distributors who are permitted by the Provider to distribute the Services (hereinafter referred to as the "Distributors").
  2. The Use Agreement shall be deemed to have been formed and/or entered into when the above application is completed, and it is accepted by the Provider.
  3. The use of the Services by the party who applied for the use of the Services (hereinafter referred to as the "Subscriber") the Use Agreement of which has been formed shall start after the execution of the Use Agreement provided for in the preceding Paragraph on the day of the start of the services to be separately designated by the Provider.

Article 3 (Period of use)

  1. The minimum period of the use of the Services shall be six (6) months from the day of the start of the services designated in Section 2.3 above.
  2. The use of the Services shall be renewed for an additional period of six (6) months on the day of the expiration of the period of use set forth in the application for use unless the Subscriber otherwise offers to terminate the use of the Services pursuant to Article 20 below, and the same procedure shall apply thereafter.

Article 4 (Examination of the Application for Use)

The Provider shall examine the applications for use of the Services, and may not accept the Use Agreement if the party who intends to use the Services:

  1. is found to have entered any false statement into the application for use;
  2. is found to be a competitor of the Provider and is otherwise found to have applied for the use in order to investigate any business-related matter of confidential nature;
  3. was in the past the party to the Use Agreement that was terminated on the grounds, among others, of its violation of these Terms;
  4. is likely to use the Services in violation of these Terms;
  5. is an individual; or
  6. is otherwise judged by the Provider to be inappropriate.

Article 5 (No Assignment of Rights)

The Subscriber may not license, sublicense, or assign any right to use the Services to any third party or allow such right to be succeeded to any third party without the prior written approval of the Provider.

Article 6 (Change of Name and Other Information of the Subscriber)

The Subscriber shall promptly notify the Provider of any change of its name or address.

Article 7 (Ownership of Rights; Responsibility for Use; Prohibited Conducts, etc.)

  1. The Subscriber acknowledges that any and all rights, including copyrights, in or on any document or program regarding the Services are owned by the Provider, and that the Subscriber is granted a license to use the Services only pursuant to the conditions of the Terms.
  2. The Subscriber shall use the Services at its own responsibility, and the Provider shall assume no responsibility for any decision or act of the Subscriber relying on the information provided under the Services.
  3. The Subscriber may not modify, translate, reverse engineer or decompile or disassemble the Services or any document or program regarding the Services, or create or provide any services deriving from the Services or any services equivalent to the Services during the period of use and for a period of 3 years after the termination of the agreement.
  4. The Subscriber may not change the setup of the Services without the prior written approval of the Provider.

Article 8 (Management of Login ID and Password)

  1. The Subscriber shall be responsible for the management of login ID and password that have been issued by the Provider, and, if any login ID or password is stolen, lost or has become otherwise out of control, the Subscriber shall promptly report the same to the Provider.
  2. The Provider shall not be liable for any damage arising from unauthorized use of the login ID and password whether or not the willful misconduct or negligence of the Subscriber is involved.

Article 9 (Confidentiality)

  1. Neither the Provider nor the Subscriber shall disclose or leak to third parties or use for any purpose other than that set forth in these Terms any business or technical confidential information of the other party that it has come to know without the prior written approval of the other party.
  2. The Provider and the Subscriber shall assume no confidentiality obligations with respect to the information that it can be demonstrated:
    1. is already part of the public knowledge at the time of the disclosure;
    2. becomes part of the public knowledge after disclosure through no fault of the recipient of the information;
    3. was already known to the recipient of the information before the disclosure;
    4. is disclosed, following the disclosure hereunder, to the recipient of the information from any third party who has the legitimate authority;
    5. is required to be disclosed by any applicable laws and regulations or court orders (provided, however, that the party who is required to make such disclosure shall first notify the other party in advance to the effect that it was required to do so, and shall discuss or cooperate with the other party with respect to the responses to such requirement).
    6. is developed independently by the recipient of the information without relying on the information that was disclosed.
  3. The confidentiality obligations under this Article shall survive any termination of this Use Agreement.

Article 10 (Payment of Fees)

  1. The Subscriber shall pay the use fee for the Services pursuant to the applicable conditions.
  2. The Subscriber shall pay the fee provided for in the preceding Paragraph by remitting the relevant amount to the designated bank account no later than the due date that is specified in the invoice issued by the Provider or the applicable Distributor.
  3. The remittance charge relating to the payment of the fee, the amount equivalent to the consumption tax and other taxes and public charges shall be borne by the Subscriber.
  4. In the event that the Subscriber delays the payment under Paragraph 2 of this Article, the Subscriber shall pay the delay damages at the rate of 6% per annum to the Provider or the relevant Distributor.
  5. For any cause, in the event that the Use Agreement with the Subscriber is terminated, the Subscriber shall remove the JavaScript code (the program to send the data to the Provider) of the Service within 60 days from the day after the contract termination date. If the Subscriber does not remove the code, the Subscriber shall pay the use fee for the Services and the delay damages in the preceding Paragraph.

Article 11 (Quality Control of Services)

  1. For the purpose of these Terms, "service fault" means the occurrence of total discontinuation of the Services due to reasons attributable to the Provider. Troubles regarding anything that is confirmed on any specific terminal equipment, or any limited cellular phone hand-sets, or anything that can be confirmed only intermittently shall not fall into the category of the "service fault." In addition, even if certain related equipment does not function well or is in trouble, if the discontinuation of the Services as a whole is not recognized with the help of the back-up system or redundant system, such situation shall not fall into the category of the "service fault."
  2. The Provider shall assume no responsibility for any service fault to the extent the normal operating rate, as calculated in accordance with the following calculation formula, is maintained at the level of 95% or higher. Normal operating rate (%) = 100 - [(hours of "service fault" that occurred - hours of discontinuation and/or suspension due to the events specified in Sub-paragraphs of Paragraph 3) ÷ (total hours of the Services)] ×100
  3. The Provider does not warrant the connectivity, accuracy and integrity of the external communication network used by the Services, and shall assume no liability, directly or indirectly, for any loss or damage arising from any of the following events not attributable to the Provider, regardless of the cause of the occurrence:
    1. Any discontinuation and/or suspension of, or delay in, the Services arising from the deficiency of the communication lines, software used or other external telecommunication facilities that are connected with the Services;
    2. Any discontinuation and/or suspension of, or delay in, the Services incidental to the maintenance (periodical or urgent) of the communication lines, software used or other external telecommunication facilities that are connected with the Services; or
    3. In addition to the events set forth above, any trouble in external communication network arising from any cause that cannot be identified.
  4. In the event that the Subscriber cannot use the Services due to reasons attributable to the Provider, if the normal operation rate set forth in Paragraph 2 above is not achieved, upon request from the Subscriber, the Provider shall reduce or refund the fees corresponding to the hours during which such rate could not be achieved; provided, however, that no such reduction or refund shall be made in case of maintenance for which prior notice is given.
    1. The fee to be reduced or refunded shall be the amount that is obtained by multiplying (i) total number of hours of unavailability that is defined as the hours during which the normal operation rate stayed below 95% (any fraction less than 30 minutes shall be rounded off, and any fraction equal to or more than 30 minutes shall be rounded up to one hour) by (ii) the unit rate per hour of the monthly use fee, it being understood that any value less than one yen shall be rounded up.
    2. The reduction as a result of request for reduction of the fee shall be effected in the invoice that is issued for the month immediately following the month during which the event that caused the refund of the fee occurred.

Article 12 (Technical Support)

  1. The Provider shall provide the technical support relating to the Sub-paragraph for the Services (hereinafter referred to as the "Support") through methods designated by the Provider, including Emails, during the hours from 10:00 a.m. through 5:00 p.m. on weekdays (i.e., from Monday through Friday excluding national holidays and year-end/new-year holidays).
    1. Answers to the questions on the operation of the Services;
    2. Support regarding the identification and verification of the causes of deficiencies in the use of the Services; and
    3. Provision of solutions to the deficiencies in the use of the Services.
  2. The Subscriber acknowledges that the Provider may perform the analysis of the deficiencies in the use of the Services by way of online access.

Article 13 (Scope of the Support)

The Provider shall not provide the Support if the deficiencies in the use of the Services:

  1. cannot be reproduced by the Provider;
  2. result from any change in the operating system or environment that may have impact to the Services;
  3. result from any modification or addition of functions to the Services by any person or party other than the Provider;
  4. result from any method of use not intended for the Services;
  5. result from the interconnection between the Services and any other software product not provided by the Provider; or
  6. result from the use of the Services on any operation environment that is not recommended.

Article 14 (Discontinuation and Restriction of the Services)

  1. The Provider may discontinue the provision of the Services if:
    1. it is inevitable for the purpose of the maintenance or construction of the telecommunication facilities used by the Provider;
    2. any trouble occurs in the telecommunication facilities used by the Provider;
    3. the provision of the Services has become difficult because of the discontinuation of the provision of the telecommunications services by the telecommunication providers;
    4. any updated version of the Services has been released to modify the Services, and any upgraded version is released to enhance important functions and renew important functions regarding the Services; or
    5. is otherwise inevitable.
  2. If the Provider discontinues the provision of the Services pursuant to the provisions of the preceding Paragraph, the Provider shall provide such notice to the Subscriber in advance except in case of emergency. If any urgent action is required and advance notice cannot be given, the Provider shall report the same after the fact through such communications method as Emails.
  3. If the Provider judges that the use of the Services by the Subscriber has any impact to the use of the Services by other subscribers, the use of the Services by the Subscriber may be restricted.

Article 15 (Change, Addition or Abolition of the Services)

  1. The Provider may change, add or abolish the Services, in whole or in part, for its own convenience.
  2. If the Provider intends to abolish the Services, it shall notify the Subscriber thereof no later than two (2) months prior to the abolition.
  3. The Provider shall not be liable for any damage suffered by the Subscriber as a result of any change, addition or abolition of the Services, in whole or in part.

Article 16 (Use of Information)

  1. The Provider may use the information obtained by virtue of the Services for statistical purpose or to improve the services with a view to provide the Services, enhance the quality of the Services, or to deliver a service guide.
  2. In any materials or media materials of the Provider as well as in any report of the status of the use of the Services, the Provider may disclose any statistical data and/or analyzed data that are created based on the data stored in the system of the Services to third parties in the form of information that does not identify the information on the Subscriber.
  3. The Provider shall not use any information on the Subscriber for any purpose other than the purpose to provide the Services or enhance the quality of the Services. Any use and/or disclosure of the information pursuant to this Article is not intended to infringe the right of the Subscriber.
  4. The Provider records the use history information (date, time, user name, operation history, IP address, etc.) of the Services used by the staff of the Subscriber, and may use such information for the purpose of enhancing the quality of the Services, confirming the use history by the staff of the Subscriber, and auditing, etc.

Article 17 (Deletion of Data, etc.)

  1. The Provider shall not be responsible for the management of the data stored in the system of the Services as a result of the change of the setup of the Services by the Subscriber.
  2. In the event that the Use Agreement with the Subscriber is terminated, the Provider shall delete the data relating to the Services of the Subscriber stored in the system of the Services pursuant to the conditions set forth in the contract plan with the Subscriber.
  3. Even during the term of the Use Agreement, the Provider shall or may delete the data relating to the Services of the Subscriber stored in the system of the Services after elapse of prescribed hours.

Article 18 (Suspension of the Services)

The Provider may suspend the Services immediately without being required to give any notice or warning in any of the following events, it being understood that the fee for the Services shall accrue even during the period of such suspension:

  1. if the Subscriber fails to pay the fee for the Services upon elapse of the due date for payment or any delay damages;
  2. if the Subscriber uses the Services for any purpose in contravention of the applicable laws and regulations, whether within or outside Japan, or the public policy;
  3. if the Subscriber infringes the copyrights or other property right, or the privacy of the Provider, other subscribers or third parties; or
  4. if the Subscriber otherwise violates these Terms or Use Agreement.

Article 19 (Termination of the Use Agreement by the Provider)

  1. In the event that the Subscriber the Services for whom have been suspended pursuant to the provisions of the preceding Paragraph fails to eliminate the cause of such suspension promptly, the Provider may terminate the Use Agreement.
  2. Notwithstanding the provisions of the preceding Paragraph, in the event that any of the event set forth in any Sub-paragraph of the preceding Article applies to the Subscriber, if it is found that such event has adverse impact to the performance of the operations of the Provider, the Provider may immediately terminate the Use Agreement without being required to give any notice or warning and without invoking the suspension of the provision of the Services provided for in the preceding Article.
  3. The Provider may terminate the Use Agreement immediately without being required to give any notice or warning if:
    1. the Subscriber allows any draft or check it issued to be dishonored;
    2. the Subscriber has become subject to the filing of any petition seeking attachment, provisional attachment, provisional disposition or auction, or disposition for failure to pay taxes;
    3. the Subscriber has become subject to the filing of petition seeking bankruptcy, corporate reorganization proceedings, civil rehabilitation proceedings or other statutory arrangement proceedings, or has commenced the proceedings for liquidation;
    4. the Subscriber has dissolved itself, or has assigned all or substantial part of its business to third parties;
    5. the Subscriber has become subject to the disposition of rescission or suspension of business by any supervising agency;
    6. the Subscriber is suspected to have any financial, business or other relationship with anti-social forces; or
    7. other than as provided above, there are reasonable grounds to believe that it is difficult for the Subscriber to perform its obligations under the Use Agreement.
  4. Under no circumstance shall the Subscriber be released from its payment obligations owed to the Provider that accrued prior to the day of the termination of the Use Agreement.

Article 20 (Termination of the Use Agreement by the Subscriber)

  1. The Subscriber may terminate the Use Agreement by making such offer to the Provider or the Distributor no later than one month prior to the day of the expiration of the period of use by using documents prescribed by the Provider.
  2. In the event that the Subscriber intends to terminate the Use Agreement during the period of use, the Subscriber shall pay to the Provider or the Distributor the amount that is equivalent to the fee for the Services that would have accrued during the remaining of the period.
  3. Any and all obligations of the Subscriber that have accrued prior to the termination of the Use Agreement shall survive the termination of the Use Agreement until such obligations have been satisfied.
  4. In the event that any Sub-paragraph of Paragraph 3 of the preceding Article applies to the Provider, the Subscriber may terminate the Use Agreement immediately by offering to such effect using the documents prescribed by the Provider.

Article 21 (Indemnification and Limitation of Liability)

  1. Under no circumstance shall the Provider be liable for the infringement of any third party right resulting from the use of the Services by the Subscriber in the event that such infringement results from the violation of these Terms by the Subscriber.
  2. The Subscriber shall indemnify the Provider from and against any claim, lawsuit or claim for damage by third parties resulting from the violation of these Terms by the Subscriber or otherwise from the violation of the laws and regulations relating to the use of the Services by the Subscriber.
  3. In the event that the Subscriber suffers any damage due to reasons attributable to the Provider or the Distributor, the aggregate amount of the damages that may be owed by the Provider or the Distributor to the Subscriber on any grounds whatsoever shall be limited to the total amount of the fees that accrued during the period of 6 months immediately preceding the time of the occurrence of such damage.

Article 22 (Change of the Terms of Use)

The Provider may change these Terms without the approval of the Subscriber, and the Services shall be governed by the Terms as changed. In the event that any change is made, the Provider shall notify the Subscriber of necessary matters from time to time through use of transmission of Emails, announcement on the website or other method that the Provider finds appropriate.

Article 23 (Liability for Damages)

The Provider may seek damages from the Subscriber if:

  1. the Subscriber willfully makes any manipulation including the act to impose excessive burden on the facilities for the Services, including, but not limited to, engaging in DoS attack of F5 or imposing excessive burden using certain type of programs;
  2. the Subscriber commits any improper use including the act to analyze the system for the Services; or
  3. the Provider otherwise suffers any damage as a result of any violation of these Terms.

Article 24 (Jurisdiction)

Any and all disputes between the Subscriber and the Provider shall be submitted to the exclusive jurisdiction of the and Tokyo Summary Court or Tokyo District Court as the court of the first instance.

Supplementary Provision

These Terms shall become effective on February 10, 2017.

Revised: May 31, 2019