“Platto Series”  Terms of Use

These terms of use (these “Terms”) set forth the terms and conditions regarding the use of “Platto Series” platform (the “Platform”) operated by Technoa Inc. (the “Company”) and any service provided by the Company within the Platform (including “Platto-Monodukuri”; hereinafter referred to as the “Services”).

Article 1 Definitions

(i)    “User(s)” means the Business Users and the Individual Users.

(ii)   “Business User” means an entity that has registered to use the Services as a business entity.

(iii)  “Individual User” means a person who has registered to use the Services as an individual in charge at any of the Business Users.

Article 2　Scope of application

1. These Terms shall apply to the use of the Platform and the Services by Users. By using the Platform and the Services, Users shall be deemed to have agreed to all of the content in these Terms. If a User does not agree to these Terms, the Company will not grant the User permission to use the Platform or the Services.
   
   
2. The Company may revise these Terms at any time. In such case, the Company shall notify Users to the effect that these Terms have been revised by means of the contact function within the Platform, email, or any other suitable method the Company deems appropriate. If a User uses the Platform or the Services after such notification has been issued, such User shall be deemed to have fully agreed to the revisions of these Terms.

Article 3　User registration

1. Each User may apply for a user registration by the method prescribed by the Company, upon the User’s approval of the content of these Terms. An ID for using the Platform and the Services (a “User ID”) will be issued to each User when the user registration is completed upon the Company’s approval of such application. A User who does not consent to the content of these Terms and complete the user registration may not use the Services.
   
   
2. The Company shall determine whether to accept an application for user registration at its own discretion and may reject an application for user registration without disclosing to the User the reason therefor. The Company shall not be liable for any damage incurred by a User in connection with such rejection.
   
   
3. User registration consists of business entity registration, which is the registration of Business Users, and individual registration, which is the registration of Individual Users who belong to a Business User. Similarly, User IDs consist of business entity IDs, which are issued to Business Users, and individual IDs, which are issued to Individual Users.
   
   
4. When carrying out a business entity registration, Users must register the Business User and one Individual User who belongs to such Business User as the person in charge. The individual ID of the person in charge will be linked to the business entity ID of such Business User.
   
   
5. A person who has been granted the necessary authorities to perform the acts related to the use of the Services for the Business User shall conduct the application for the business entity registration as an Individual User who is the person in charge at the Business User. The Business User warrants that such person in charge who applies for the business entity registration is a person who has been granted the necessary authorities to perform the acts related to the use of the Services for the Business User.
   
   
6. A Business User may carry out multiple business entity registrations for each person in charge; for example, a Business User may carry out a respective business entity registration with a different Individual User as the person in charge. One Individual User may be the person in charge of multiple Business Users with a single individual registration, and one Individual User may also be the person in charge at different Business Users by conducting multiple individual registrations for each respective Business User.
   
   
7. The consent of the legal representative, such as a person who has parental authority over an Individual User, is required in the case where an Individual User who is a minor intends to register as an individual. An Individual User who is a minor shall not use the Platform or the Services without obtaining the consent of her or his legal representative pursuant to these Terms.
   
   
8. Each User shall provide the Company with information on the content prescribed by the Company (the “User Registration Information”) when applying for user registration (both for business entity registration and individual registration). Each User warrants that its User Registration Information is true, accurate, and up-to date.
   
   
9. If there is any change to the User Registration Information, the relevant User shall promptly follow the procedures for updating the User Registration Information on the Platform. The Company shall not be liable for any damage incurred by a User arising from such User’s failure to update its User Registration Information.
   
   
10. Each User shall, at its own responsibility, appropriately manage and store its User ID, password, email address, and the like for the Platform and the Services, and Users must not allow a third party to use its User ID nor disclose, lend, transfer, change the name of, purchase or sell, etc. its User ID. If a User ID, password, or the like for the Platform and the Services is divulged and a third party becomes able to use the Platform or the Services under the name of such User, the User shall promptly notify the Company to that effect.
    
    
11. All acts on the Platform and the Services conducted by using an individual ID shall be deemed to be the acts of the Individual User who has registered the individual registration for the individual ID in question. All acts conducted as a person in charge at a specific Business User from among the acts committed by Individual Users on the Platform and the Services shall be linked to such specific Business User and shall be deemed to be the acts of the Business User.

Article 4　Group option

1. A Business User may form a group consisting of business entities within the Services and apply for a business entity registration as a group. The Business User that formed the group shall be the representative of the group and may invite other Business Users to the group. A Business User that accepts such invitation shall become a member of the group.
   
   
2. The Company shall determine whether to accept an application for the formation of a group at its own discretion, and the Company may reject such application without disclosing to the Business User the reason therefor. In addition, the Company may subsequently revoke its permission for the formation of a group and dissolve the group without disclosing to the Business User the reason therefor. The Company shall not be liable for any damage incurred by a User in connection with its rejection or subsequent revocation of its permission for the formation of a group.
   
   
3. Each Business User may only form one group at a time. In addition, the representative of the group who formed a group may not become a member of another group. Group members may become a member of more than one group at the same time.
   
   
4. If a Business User receives its business entity registration as a group, then the group will be treated as a single Business User within the Services. The representative of the group shall be fully liable for any act the group carries out as a Business User on the Services, even if such act is carried out by group members.

Article 5　Usage license for the Services

The Company shall grant a license to Users who have completed the user registration to use the Services within the scope of the User ID issued to each User and in accordance with all of the provisions prescribed in these Terms. The license shall be nontransferable, non-sublicensable, and non-exclusive.

Article 6　Terms and conditions of use; usage environment

1. Each User shall, at its own responsibility and expense, prepare, maintain, and manage the PCs, smartphones, tablet devices, and any such other IT equipment, software (including the relevant OS), communication lines or other such data transmission environments, and energy (such as electricity) required to use the Services (collectively, the “Equipment”). The Company will not be liable for any Equipment.
   
   
2. Even if the Company informs the Users of its recommended usage environment or the like, the Company makes no warrant that the Equipment prepared by a User will be compatible for the use of the Services.

Article 7　Ownership of rights

Copyrights, patent rights, trademark rights, know-how, and any other such intellectual property rights regarding the Platform and the Services (including the right to obtain such intellectual property rights; collectively, the “Intellectual Property Rights”) belong to the Company or to a third party to whom the Company has granted a usage license. The Company shall not transfer any rights or grant any licenses to Users with respect to the Intellectual Property Rights regarding the Platform and the Services unless expressly stated in these Terms.

Article 8　Changes in the specifications, etc. for the Services

The Company may, at its own discretion, implement changes such as improvements, additions, or deletions to the specifications for the Services without giving prior notice to Users, and the Company shall not be liable for any damage incurred by a User as a result of such changes.

Article 9　Third party subcontracting

The Company may subcontract to a third party all or any part of its business regarding the provision of the Platform or the Services, and Users shall consent to such subcontracting in advance.

Article 10　Consideration

1. The consideration Users will pay to the Company for the use of the Platform and the Services shall be determined by the Company and in accordance with the price list available on the Platform. However, if the Company has executed a separate individual agreement with a User, the consideration to be paid by such User shall be in accordance with the price prescribed in such agreement.
   
   
2. The Company shall not refund any consideration paid pursuant to this Article for any reason whatsoever. Even in the case where a User cancels its use of a service which incurs monthly charges during a month for which the User has already paid such monthly charges, the Company shall not issue any pro-rata refund.
   
   
3. The Company may revise the price list prescribed in paragraph 1 at its own discretion, and the usage fees for the Platform and the Services after the revision shall be in accordance with the revised price list. If the Company revises the price list, the Company will notify Users to that effect by no later than one month prior to such revision by means of the contact function within the Platform, email, or any other suitable method the Company deems appropriate. If a User continues to use the Platform and the Services after the price list is revised, the User shall be deemed to have agreed to such revised pricing.
   
   
4. The billing and payment methods of the consideration prescribed in this Article shall be in accordance with the methods prescribed by the Company and separately indicated, and Users shall agree to such methods.

Article 11　No warranty; disclaimer

1. The Company makes no warranty whatsoever to Users regarding the following items:

(i)    with respect to the Platform, the Services, any materials provided to Users relating to the Services, any results obtained in conjunction with the use of the Services, and all other information: (a) the content, quality, and standard thereof (including, but not limited to, the accuracy, completeness, reliability, safety, usefulness, or merchantability thereof, and the adaptability thereof for a particular purpose); (b) the absence of any non-conformity with agreements; and (c) the non-infringement of any Intellectual Property Rights of a third party;

(ii)   that no bug or failure, etc. will occur in or on the Platform or the Services and that the Services will not be suspended or interrupted; and

(iii)  that the provision of the Services will not be terminated or changed.

2. The Company makes no warranty whatsoever to Users regarding the services of telecommunications carriers that are required to use the Services, the services provided by any third party affiliated with the Company, any Equipment used by the Users, or any other services or Equipment not managed or operated by the Company itself.
   
   
3. The Company shall not bear any liability for any damage incurred by a User due to errors in such User’s User Registration Information, any inadequate management of the User’s User ID and password, etc., any inadequate maintenance of the usage environment to be prepared by the User, or any other failure of the User to fulfill its obligations under these Terms.
   
   
4. Even if a User incurs damage as a result of an act of another User, the Company shall not bear any liability for such damage. Any dispute arising between Users shall be resolved between such Users, and the Users shall not cause any damage to the Company resulting from such dispute. If the Company incurs damage (including attorney’s fees) due to such dispute, the Users involved shall compensate the Company for such damage.
   
   
5. Beyond the provisions prescribed in the preceding four paragraphs, the Company shall be liable for the Platform and the Services to the extent described in these Terms, and the Company shall not bear any liability whatsoever for any matters other than those expressly warranted under these Terms or those which these Terms expressly provide that the Company shall be considered liable.

Article 12　Prohibited matters

Users shall not engage in any of the following acts prescribed below in connection with their use of the Platform and the Services:

(i)    any act that violates or may violate laws and regulations or these Terms;

(ii)   any act that attempts to unjustly avoid the payment of a usage fee for a paid service among the Services (including, but not limited to, acts such as making contact with a business entity that is not registered in a client list of each Business User within the Services based on information collected within the Services but via a method other than those provided within the Services, and requesting a quotation from such business entity after registering such business entity on the client list);

(iii)  conducting any publicity, advertising, or solicitation, etc. that is irrelevant to the Platform or the Services;

(iv)  conducting any malicious slander, business interference, fraudulent, or threatening act against the Company, another User, or any other third party;

(v)   any act that infringes the Intellectual Property Rights, image rights, privacy rights, rights to reputation, or other such rights of the Company or any other third party;

(vi)  any act that reproduces a system pertaining to the Services, modifies, damages, or otherwise reverse engineers any function, text, or program thereof, or any act that attempts any of the foregoing;

(vii) transmitting computer viruses or any other harmful programs, or wrongfully accessing a network or system, etc. of the Company;

(viii) any act that develops, provides, or operates a service that imitates, resembles, or competes with the Services;

(ix)  any act that uses the Platform or the Services by impersonating a third party;

(x)   any act that is not appropriate for business, contrary to public order and morals, or causes extreme discomfort to others, such as using excessively violent expressions, sexually explicit expressions, grotesque expressions, expressions related to the sex industry, gambling, or the like, making an advance announcement of a crime, expressing suicidal intentions, making an advance announcement of suicide, expressions linked to discrimination; and

(xi)  other than those stipulated above, any act the Company deems inappropriate.

Article 13　Suspension of use and cancellation of user registration

1. If the Company determines that a User falls under any of the following items, the Company may suspend such User’s use of the Platform and the Services or cancel such User’s user registration without issuing any prior notice to the User:

(i)    if the User violates laws and regulations or breaches these Terms (including, but not limited to, the prohibited matters prescribed in Article 12);

(ii)   if the User fails to perform a procedure or contact the Company as required under these Terms, or if the Company becomes unable to contact the User by reasonable means;

(iii)  if the User becomes insolvent or indigent, suspends payments, or becomes unable to pay debts; or

(iv)  if the Company otherwise has reasonable grounds to determine that the User is inappropriate as a user of the Platform or the Services due to a reason similar to any of those prescribed in items (i) through (iii) above.

2. The Company shall not be liable for any damage incurred by a User in connection with its suspension of use of the Platform or the Services or cancellation of user registration under this Article.
   
   
3. The Company may prohibit a User that the Company deems to fall under any of the items in paragraph 1 from using or accessing any service provided by the Company (not limited to the Services) in the future.

Article 14　Compensation for damage

1. If a User breaches these Terms and the Company incurs any damage (including attorney’s fees) as a result, the Company may claim compensation from the User for such damage.
   
   
2. If a User breaches or is likely to breach these Terms, the Company may demand such User to cease such conduct.
   
   
3. Even if the Company bears liability toward a User in relation to the Platform or the Services, the Company shall not be liable to compensate such User for any incidental, indirect, special, or future damage, or lost profit, regardless of the grounds for a claim for such compensation.
   
   
4. The amount of liability for damage that the Company assumes toward a User in relation to the Platform or the Services shall be limited to the usage fees that the Company has received from the User in relation to the Services in the most recent 12-month period, except in cases of willful misconduct or gross negligence by the Company.

Article 15　Confidentiality

1. No User shall disclose or divulge to any third party (including other Users) any information concerning any and all communications between the Company and the User or any information from among the information obtained by the User through the use of the Platform or the Services that the Company has expressly indicated as being confidential (however, the price list provided for in Article 10 shall automatically be considered to be confidential) until the day on which three years have elapsed following the User’s suspension of use or cancellation of its user registration for the Services, or the Company’s termination of the provision of the Services. If the Company incurs any damage (including attorney’s fees) as a result of such disclosure or divulgence by a User, the User shall compensate the Company for such damage.
   
   
2. The obligations provided for in the preceding paragraph shall not apply to information that falls under any of the following:

(i)    information that was already publicly known at the time of its disclosure;

(ii)   information that the User already lawfully possessed at the time of its disclosure;

(iii)  information that became publicly known after its disclosure for a reason not attributable to the User;

(iv)  information that the User obtains after its disclosure from a duly authorized third party not bound by any obligation of confidentiality; and

(v)   information that the User develops independently without using confidential information.

Article 16　Personal information

1. The Company shall handle the personal information (means the information prescribed in Article 2, paragraph 1 of the Act on the Protection of Personal Information (“PIPA”); the same shall apply hereinafter) of Users in accordance with the “‘Platto Series Privacy Policy” (the “Privacy Policy”) in addition to these Terms. When using the Services, Users are deemed to have confirmed and agreed to the Privacy Policy.
   
   
2. Notwithstanding any provision contained in these Terms or the Privacy Policy, the Company may, at its own discretion, use, or cause its affiliated companies to use, or provide to a third party, any information other than personal information that the Company obtains in connection with Users’ use of the Platform and the Services.

Article 17　Suspension or discontinuation of provision of the Services

1. The Company may suspend or discontinue its provision of the Services in whole or in part at its own discretion and by a method the Company deems appropriate without providing any prior notice to Users in the following cases:

(i)    if it is necessary to suspend or discontinue the provision of the Services for maintenance (including planned maintenance) or construction of systems or facilities;

(ii)   if the services of telecommunication carriers that the Services uses are not provided, or if any other communication malfunction occurs;

(iii)  if the Services do not function properly due to an excessive amount of User access not anticipated by the Company or any other similar reason;

(iv)  if it becomes difficult to operate the Services due to a natural disaster, power failure, riot, labor dispute, or any other event of force majeure; or

(v)   if the Company otherwise reasonably determines it necessary to suspend or discontinue its provision of the Services.

2. The Company shall not be liable for any damage incurred by a User in connection with the suspension or discontinuation of the provision of the Services pursuant to this Article.

Article 18　Termination of provision of the Services

1. The Company may terminate its provision of the Services in whole or in part at its own discretion and by a method the Company deems appropriate without providing any prior notice to Users if the Company determines that there are reasonable grounds for such termination.
   
   
2. The Company shall not be liable for any damage incurred by a User in connection with the termination of its provision of the Services pursuant to this Article.

Article 19　Survival

The provisions of Article 7, paragraph 2 of Article 10, Article 11, paragraph 3 of Article 13, Article 14, Article 15, Article 16, paragraph 2 of Article 18, Article 21, and Article 22 shall remain in full force and effect even after the termination of the provision of the Services.

Article 20　Notice

1. Any notice from the Company to Users regarding the Services shall be made by means of the contact function within the Platform, by sending an email to the email address contained in the User Registration Information, or by other means the Company deems appropriate.
   
   
2. When the Company contacts Users by email, each User shall be deemed to have received such contact upon the Company sending out the email to the email address contained in the User Registration Information. The Company shall not be liable for any damage incurred by a User in connection with any non-delivery or delay of such email.

Article 21　No assignment

1. No User may, without prior written approval of the Company, assign or transfer to a third party, create a security interest over, cause a third party to succeed to, or otherwise dispose of its status under these Terms or any of its rights or obligations under these Terms.
   
   
2. If the Company assigns to a third party the business pertaining to the Platform and the Services (including the case of a business transfer, company split, and any other cases where the business is transferred), the Company may assign its contractual status under these Terms, its rights and obligations under these Terms, the User Registration Information, and any other information (including the personal information of Users) to the assignee of such business upon the assignment of such business, and the Users shall be deemed to have agreed to such assignment in advance.

Article 22　Language

These Terms are made in Japanese. The Japanese version is the original, and any versions in other languages are for reference purposes. If there is any conflict or different interpretation between the Japanese version and any versions in other languages, the Japanese version shall prevail.

Article 23　Governing law and jurisdiction

1. These Terms are governed by the laws of Japan.
   
   
2. The Tokyo District Court shall have exclusive jurisdiction in the first instance for any and all disputes arising out of or in connection with these Terms.