Nebula Terms of Service

1. The purpose of these Terms is to set forth the rights and obligations between the Company and Registered Users (as defined in Article 2) with respect to use of the Service, and these Terms apply to all relationships between Registered Users and the Company relating to use of the Service.

2. The rules, provisions and other terms concerning the Service that the Company posts from time to time on the Company Website (as defined in Article 2) shall constitute part of these Terms.

3. Where the Company and a Registered User have entered into an application form or other individual agreement (an “Individual Agreement”), and the content of the Individual Agreement differs from these Terms, the content of the Individual Agreement shall prevail.

The following terms used in these Terms shall have the meanings set forth below.

• (1) “External Service” means a service designated by the Company that is provided by OpenAI, Anthropic or any other business operator and that is used in the provision of the Service.
• (2) “External Operator” means a provider of an External Service.
• (3) “External Terms of Use” means the terms that govern the legal relationship between a Registered User and an External Operator.
• (4) “Intellectual Property Rights” means copyrights, patent rights, utility model rights, trademark rights, design rights and other intellectual property rights (including the rights to acquire such rights and to apply for registration or the like of such rights).
• (5) “Company Website” means the website operated by the Company whose domain is “ur-ai.net” (including its subdomains) (and, where the domain or content of the Company’s website is changed for any reason whatsoever, including the website after such change).
• (6) “Registration Applicant” means the “Registration Applicant” as defined in Article 3.
• (7) “Registration Information” means the “Registration Information” as defined in Article 3.
• (8) “Registered User” means an individual or corporation that has been registered as a user of the Service pursuant to Article 3.
• (9) “Service” means the service named “Nebula” provided by the Company, which offers functions such as converting PDF, PowerPoint, image and other files into Markdown format or other data formats by means of OCR processing or other processing using generative AI models (and, where the name or content of the service is changed for any reason whatsoever, including the service after such change).
• (10) “User Data” means all data recorded on the Service as a result of uploading, input or the like by a Registered User in connection with use of the Service (not limited to data concerning the Registered User itself).
• (11) “Usage Agreement” means the “Usage Agreement” as defined in Article 3.
• (12) “Application Form” means the document or electromagnetic record submitted in the form prescribed by the Company by a Registration Applicant in order to apply to the Company for use of the Service.

1. A person who wishes to use the Service (a “Registration Applicant”) may apply to the Company for registration to use the Service by agreeing to comply with these Terms and providing the Company, by the method prescribed by the Company (including submission of an Application Form), with the Registration Applicant’s information corresponding to the items prescribed by the Company to be provided at the time of application (the “Registration Information”).

2. An application for registration must be made by the individual or corporation that will itself use the Service, and applications for registration through an agent are, in principle, not permitted. In addition, a Registration Applicant must provide the Company with true, accurate and up-to-date information when applying for registration. Furthermore, a Registration Applicant represents and warrants that it is a business operator (meaning a corporation, or an individual who uses the Service as or for the purpose of a business; the same shall apply hereinafter).

3. The Company may refuse registration where a person who has applied for registration pursuant to Paragraph 1 falls under any of the following items:

• (1) where the Company determines that there is a risk that the person will violate these Terms;
• (2) where all or part of the Registration Information provided to the Company is false, contains errors, or omits required entries;
• (3) where the person has previously had its registration to use the Service cancelled;
• (4) where the person is a minor, an adult ward, a person under curatorship or a person under assistance, and has not obtained the consent, etc. of a statutory agent, guardian, curator or assistant;
• (5) where the Company determines that the person is an antisocial force, etc. (meaning an organized crime group, a member of an organized crime group, a quasi-member of an organized crime group, a person for whom five years have not elapsed since the day on which the person ceased to be a member or quasi-member of an organized crime group, a company related to an organized crime group, a corporate racketeer, a group engaging in criminal activities under the pretext of conducting social campaigns, a crime group specialized in intellectual crimes, or any other group or individual that pursues economic benefit through the use of violence, force or fraudulent means; the same shall apply hereinafter), or that the person has some form of interaction with or involvement in antisocial forces, etc., such as cooperating in or being involved in the maintenance, operation or management of antisocial forces, etc. through the provision of funds or otherwise;
• (6) where the Company determines that the person directly or indirectly conducts a business that competes with the Company’s business;
• (7) where the Company determines that the person is neither an individual who is a business operator nor a corporation; or
• (8) where the Company otherwise determines that registration is not appropriate.

4. The Company shall determine whether or not to register a Registration Applicant in accordance with the preceding paragraph and other standards of the Company, and where the Company approves registration, it shall notify the Registration Applicant to that effect. Registration of the Registration Applicant as a Registered User is completed upon such notice, and an agreement concerning use of the Service in accordance with the provisions of these Terms (the “Usage Agreement”) is formed between the Registered User and the Company.

5. Where there is any change to the Registration Information, the Registered User shall notify the Company of such change without delay by the method prescribed by the Company and shall submit the materials requested by the Company.

1. During the term of the Usage Agreement, a Registered User may use the Service in accordance with these Terms and by the method prescribed by the Company.

2. Where consent or other procedures from a third party are required in connection with use of the Service, the Registered User shall carry out such procedures at its own cost and responsibility.

3. The Company shall provide the Service to the extent that it does not conflict with laws and regulations.

4. A Registered User may, by the method prescribed by the Company, invite its officers, employees or other persons who use the Service under its direction and supervision (“Members”) and allow them to use the Service under an organizational account managed by the Registered User (an “Organization”).

5. A Registered User shall cause its Members to comply with these Terms and shall be responsible for managing their use, and use of the Service by a Member shall be deemed to be use by the Registered User itself.

6. The credit balance of an Organization shall be shared between the Registered User and its Members. The Registered User shall bear the obligation and responsibility to pay the usage fees relating to the use of credits by Members and other use of the Service.

7. The Company may provide part of the Service free of charge to persons who have not registered (“Guest Users”), subject to the number of times and conditions prescribed by the Company.

8. A Guest User shall be deemed to have agreed to these Terms, the Privacy Policy and the guest usage conditions separately prescribed by the Company at the time the Guest User performs the operation to commence conversion processing on a screen on which the Company indicates that it requests consent to such documents.

9. The Company shall automatically delete files uploaded by Guest Users and the processing history thereof after seven (7) days have elapsed from the date on which conversion processing commenced.

1. During the term of the Usage Agreement, the Company shall provide Registered Users with support, the content of which shall be determined at the Company’s discretion, within the following scope:

[Scope of Support]

• (1) responses by email or chat to general inquiries concerning how to use the Service and similar matters; and
• (2) where the Company deems it necessary, confirmation of usage status and questions and answers by means of online meetings.

[Support Hours]

Weekdays from 10:00 to 18:00 (JST)

2. The support described in the preceding paragraph does not include individual system development, business consulting, detailed requirement definition support or similar services that go beyond the scope of the Service.

1. As consideration for use of the Service, a Registered User shall bear usage fees calculated in accordance with the volume of processing under the Service (number of pages processed, etc.), as set forth in the Application Form or as otherwise separately prescribed by the Company. However, this shall not apply during any free trial period separately prescribed by the Company.

2. The unit price of usage fees, the minimum usage amount (minimum commitment), metered charges for excess usage, the contract term and other details of the transaction conditions shall be as set forth in the Application Form or as otherwise separately prescribed by the Company.

3. Where a Usage Agreement is formed by means of an Application Form, usage fees shall be calculated on a monthly basis with the cut-off on the last day of each month, and the Registered User shall pay the usage fees for the relevant month to the Company by the last day of the following month by the method designated by the Company. Transfer fees and other costs necessary for payment shall be borne by the Registered User.

4. Where a Usage Agreement is formed by means of agreeing to these Terms on the Company Website, the Registered User shall purchase credits (meaning usage allowances for the Service; the same shall apply hereinafter) in advance by credit card payment or another settlement method prescribed by the Company, and usage fees shall be paid through the consumption of credits. Credits shall be used only in transactions that constitute commercial transactions for the Registered User. The validity period of credits shall be six (6) months from the date of purchase, and credits shall expire upon the lapse of such period. However, the validity period set forth in this paragraph shall apply only to credits purchased on or after the effective date of these Terms and shall not apply to credits purchased before that date. Where a Registered User holds multiple credits, credits shall be consumed in the following order: credits granted free of charge, credits whose expiration date is nearest, and credits with the earliest purchase or grant date. Purchased credits are non-refundable, except as required by laws and regulations or as otherwise approved by the Company. Where a settlement relating to the purchase of credits is cancelled, or a chargeback or similar event occurs, the Company may cancel the unused credits corresponding to such settlement.

5. A Registered User may, by the method prescribed by the Company, configure a setting whereby credits in the units prescribed by the Company are automatically purchased when the credit balance falls below a quantity set in advance by the Registered User (the “Auto-Purchase Setting”). A Registered User that has configured the Auto-Purchase Setting shall be deemed to have consented in advance to the purchase of credits and the settlement of the consideration therefor based on such setting. A Registered User may cancel the Auto-Purchase Setting at any time by the method prescribed by the Company.

6. A Registered User may set a monthly usage cap by the method prescribed by the Company. Where usage reaches the usage cap, the Company may restrict use of the Service for the relevant month. The Company may provide a function that notifies a Registered User when usage reaches a level prescribed by the Company; however, even where such notice fails to be delivered or is delayed, the Registered User shall not be relieved of its obligation to pay usage fees corresponding to actual usage.

7. Where a Registered User is late in paying usage fees, the Registered User shall pay the Company late payment damages at the rate of 14.6% per annum.

1. A Registered User may apply to use the Service by selecting a subscription plan prescribed by the Company (a “Plan”) by the method prescribed by the Company. The content of each Plan, the amount of consideration, the quantity of credits granted and other conditions shall be as separately prescribed by the Company.

2. The contract term for a Plan shall be the period separately prescribed by the Company, and unless the Registered User or the Company gives notice of cancellation by the expiration date of such contract term, the Plan shall be automatically renewed on the same conditions.

3. A Registered User may cancel a Plan by the method prescribed by the Company. In such case, the cancellation shall take effect on the expiration date of the contract term in which the notice of cancellation was given, and the Company shall not refund consideration already paid or make any pro-rated settlement.

4. The validity period and other expiration conditions of credits granted under a Plan shall be prescribed by the Company for each Plan, and such credits shall expire in accordance with those conditions. The Company shall not provide any refund or other compensation for expired credits.

5. A Registered User may change its Plan by the method prescribed by the Company. The timing at which a Plan change takes effect and the treatment of consideration in connection with the change shall be as separately prescribed by the Company.

6. The Company may change the content of a Plan or the amount of consideration. In such case, the Company shall give notice of the content of the change and the time at which the change takes effect, by the method prescribed by the Company, by the time the change takes effect.

1. A Registered User shall, at its own responsibility, manage and safeguard the user ID and password relating to the Service (the “Account Information”), and shall not allow any third party to use, or lend, transfer, change the name on, sell or otherwise dispose of, the same.

2. A Registered User shall be responsible for any damage arising from inadequate management of Account Information, errors in use, use by a third party or the like.

3. Where a Registered User discovers that its Account Information has been stolen or is being used by a third party, it shall immediately notify the Company to that effect and follow the Company’s instructions.

1. A Registered User may use the application programming interface provided by the Company in connection with the Service (the “API”) in accordance with the provisions prescribed by the Company. These Terms also apply to use of the Service via the API.

2. A Registered User shall, at its own responsibility, manage and safeguard the authentication credentials issued by the Company for use of the API (the “API Key”), and shall not allow any third party to use, or lend, transfer, change the name on, sell or otherwise dispose of, the same. The Registered User shall be responsible for any damage arising from inadequate management of the API Key, errors in use, use by a third party or the like, and use of the Service carried out using an API Key shall be deemed to be use by the Registered User to whom that API Key was issued.

3. Where a Registered User discovers that its API Key has been stolen or is being used by a third party, it shall immediately notify the Company to that effect and follow the Company’s instructions.

4. The Company may set caps and other restrictions (including rate limits) with respect to the number of API calls, communication volume and other aspects of API use, and a Registered User shall not circumvent, or attempt to circumvent, such restrictions.

5. Where there is a reasonable ground, such as ensuring security, the Company may, without prior notice to Registered Users, change the API specifications, suspend or terminate provision of the API, invalidate API Keys, or take other necessary measures. The Company shall bear no liability whatsoever for damage arising to a Registered User as a result thereof, except in cases of the Company’s willful misconduct or gross negligence.

In using the Service, a Registered User shall not engage in any act falling under any of the following items:

• (1) acts that infringe the Intellectual Property Rights, portrait rights, privacy rights, reputation or other rights or interests of the Company, other Registered Users, External Operators or other third parties (including acts that directly or indirectly cause such infringement);
• (2) acts related to criminal conduct or acts contrary to public order and morals;
• (3) acts that violate laws and regulations or the internal rules of an industry association to which the Company or the Registered User belongs;
• (4) acts of transmitting information containing computer viruses or other harmful computer programs;
• (5) acts of transmitting data through the Service in excess of the data volume prescribed by the Company;
• (6) acts reasonably deemed likely to interfere with the Company’s operation of the Service; or
• (7) any other act that the Company reasonably determines to be inappropriate.

1. The Company may suspend or interrupt all or part of the use of the Service without prior notice to Registered Users where any of the following applies:

• (1) where periodic or emergency inspection or maintenance work on the computer systems relating to the Service is carried out;
• (2) where computers, telecommunications lines or the like are stopped due to an accident;
• (3) where operation of the Service becomes impossible due to force majeure such as fire, power outage or natural disaster;
• (4) where a problem, interruption or suspension of service provision, suspension of integration with the Service, change of specifications or the like occurs with respect to an External Service; or
• (5) where the Company otherwise reasonably determines that suspension or interruption is necessary.

2. The Company may terminate provision of the Service at its discretion. In such case, the Company shall give prior notice to Registered Users.

3. The Company shall bear no liability whatsoever for damage arising to a Registered User as a result of measures taken by the Company pursuant to this Article, except in cases of the Company’s willful misconduct or gross negligence.

1. The preparation and maintenance of the computers, smartphones, software and other equipment, telecommunications lines and other communications environment necessary to receive the Service shall be carried out at the cost and responsibility of the Registered User.

2. A Registered User shall, at its own cost and responsibility, implement security measures appropriate to its environment for using the Service, such as prevention of computer virus infection and prevention of unauthorized access and information leakage.

3. Except as otherwise provided in these Terms, even where the Company has stored Registration Information or other User Data for a certain period for operational purposes, the Company shall not be obligated to store such data and may delete it at any time.

4. Where a Registered User installs software or the like on its computer, smartphone or other device by downloading from the Company Website or by other means, whether at the commencement of use of the Service or during use of the Service, the Registered User shall exercise sufficient care to prevent loss or alteration of information held by the Registered User and failure of or damage to its equipment.

1. The Company’s officers and employees shall not view User Data. However, with the prior written consent of the Registered User (including consent by electromagnetic record), and having specified the scope and period of viewing, the Company may view User Data to the extent reasonably deemed necessary in connection with support or other performance of this agreement. In addition, notwithstanding the foregoing, where there is reasonably deemed to be an unavoidable reason such as responding to a system failure, maintaining security or complying with laws and regulations, the Company may view or otherwise handle User Data to a reasonable extent.

2. The Company shall not use User Data for the purpose of training, tuning, retraining or other similar purposes with respect to machine learning models of the Company or of External Services.

3. User Data shall be processed automatically by the Service, and the Company shall implement industry-standard encryption and other appropriate safety management measures with respect to such processing.

4. With respect to the processing of User Data by the Service, the Company shall retain only the minimum technical logs necessary for troubleshooting and shall endeavor to limit the collection of logs containing personal information or other user information.

5. Except as separately prescribed by the Company, the Company shall retain files uploaded to the Service by a Registered User and the processing history thereof for one (1) year from the date of such processing, and the Registered User may view them during such period by the method prescribed by the Company. The one-year retention period set forth in this paragraph applies only to files and processing histories processed on or after the effective date of these Terms and does not apply to those processed before that date. However, with respect to use via the API, where the Registered User selects, by the method prescribed by the Company, a setting not to store User Data, the Company shall not store such files and processing histories after completion of the processing necessary to provide the Service. With respect to use through screens on the Company Website, such setting cannot be selected because the Registered User needs to download the converted data. In such case, the Registered User may delete such files and processing histories at any time by the method prescribed by the Company, and the Company shall not retain them after deletion.

6. After termination of this agreement, the Company shall, in principle, erase User Data within thirty (30) days, except where there is a retention obligation under laws and regulations or accounting requirements. For the avoidance of doubt, the retention and viewing functions described in the preceding paragraph are ancillary functions of the Service, and the Company is not obligated to back up User Data.

7. Where the Company becomes aware of any leakage, loss or damage of User Data or any other incident concerning the safety of User Data (including the risk thereof), the Company shall promptly notify the Registered User and shall, to a reasonable extent, explain the measures taken by the Company, the measures to prevent recurrence and other matters reasonably requested by the Registered User.

8. Where officers or employees of the Company have viewed User Data pursuant to the proviso to Paragraph 1 or the preceding paragraph, the Company shall record the fact and the date and time of such viewing to a reasonable extent, and shall endeavor to disclose the same to a reasonable extent upon request from the Registered User.

1. All ownership and Intellectual Property Rights relating to the Company Website and the Service belong to the Company or to those who have licensed rights to the Company, and the permission to use the Service based on registration under these Terms does not mean the transfer or licensing of any Intellectual Property Rights of the Company or of those who have licensed rights to the Company relating to the Company Website or the Service, except as expressly set forth in these Terms. A Registered User shall not engage in any act that may infringe the Intellectual Property Rights of the Company or of those who have licensed rights to the Company for any reason whatsoever (including but not limited to disassembly, decompilation and reverse engineering).

2. In addition to compliance with the preceding Article and applicable laws and regulations, the Company may use a Registered User’s User Data only to the extent necessary to provide the Service to that Registered User (for the avoidance of doubt, the Company may not sublicense the use of User Data to any third party).

3. The converted data, files and other outputs provided to a Registered User through use of the Service (the “Outputs”) are generated or edited based on the Registered User’s User Data, and as between the Company and the Registered User, the Intellectual Property Rights (including the rights under Articles 27 and 28 of the Copyright Act) and other rights relating to the Outputs shall belong to the Registered User, and the Registered User may use the Outputs for its own business. However, any Intellectual Property Rights of the Company or of third parties contained in the Outputs (including the programs, algorithms, models and templates of the Service) are reserved to the Company or the relevant rights holder.

1. Where a Registered User falls under any of the following items, the Company may, without prior notice or demand, suspend the Registered User’s use of the Service, suspend transmission of information, delete information, take other necessary measures, or cancel the Registered User’s registration as a Registered User:

• (1) where the Registered User has violated any provision of these Terms;
• (2) where it is discovered that the Registration Information contains false facts;
• (3) where the Registered User has used, or attempted to use, the Service for a purpose or by a method that may cause damage to the Company, other Registered Users, External Operators or other third parties;
• (4) where the Registered User becomes unable to receive the provision of services from, or integration with, an External Operator due to violation of the External Terms of Use or for any other reason;
• (5) where the Registered User has interfered with the operation of the Service by any means;
• (6) where the Registered User suspends payments or becomes unable to make payments, or a petition is filed for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation or similar proceedings;
• (7) where a bill or check drawn or accepted by the Registered User is dishonored, or the Registered User is subject to a suspension of transactions by a clearing house or a similar measure;
• (8) where a petition is filed for attachment, provisional attachment, provisional disposition, compulsory execution or auction;
• (9) where the Registered User is subject to disposition for delinquency in payment of taxes and public charges;
• (10) where the Registered User dies or becomes subject to a ruling for the commencement of guardianship, curatorship or assistance;
• (11) where the Registered User falls under any item of Article 3, Paragraph 3; or
• (12) where the Company otherwise reasonably determines that it is not appropriate to continue the registration as a Registered User.

2. Where any of the items of the preceding paragraph applies, the Registered User shall automatically forfeit the benefit of time with respect to all obligations owed to the Company and must immediately pay all such obligations to the Company.

3. Each of the Company and a Registered User may cancel the Registered User’s registration by giving notice to the other party at least thirty (30) days in advance by the method prescribed by the Company.

4. The Company shall bear no liability whatsoever for damage arising to a Registered User as a result of acts taken by the Company pursuant to this Article, except in cases of the Company’s willful misconduct or gross negligence.

1. The Company makes no warranty whatsoever as to the accuracy, completeness, usefulness or the like of OCR processing or other processing by the Service or of the Outputs generated as a result thereof, and a Registered User shall, at its own responsibility, use the Outputs after verifying them against the original files or otherwise confirming them. The Service is provided on an “as is” basis, and the Company makes no warranty whatsoever with respect to the Service, including as to fitness for a particular purpose, commercial usefulness, completeness or continuity.

2. Even where a Registered User obtains any information directly or indirectly from the Company concerning the Service, the Company Website, other Registered Users of the Service or any other matter, the Company makes no warranty to the Registered User beyond what is provided in these Terms.

3. The Service may integrate with External Services, but the Company does not warrant such integration.

4. Where the Service integrates with an External Service, the Registered User shall comply with the External Terms of Use at its own cost and responsibility, and where a dispute or the like arises between the Registered User and the External Operator that operates such External Service due to a violation thereof, the Registered User shall handle and resolve the matter at its own cost and responsibility.

5. A Registered User shall investigate, at its own responsibility and cost, whether use of the Service violates laws and regulations, internal rules of industry associations or the like applicable to the Registered User, and the Company makes no warranty whatsoever that the Registered User’s use of the Service complies with the laws and regulations, internal rules of industry associations or the like applicable to the Registered User.

6. Transactions, communications, disputes and the like arising between a Registered User and other Registered Users, External Operators or other third parties in connection with the Service or the Company Website shall be handled and resolved at the cost and responsibility of the Registered User.

7. The Company makes no warranty whatsoever that the Service will not be interrupted, suspended or changed, as to the continuity or availability of the Service, as to the storage or preservation of User Data, or that use of the Service will have no effect on a Registered User’s hardware or software.

8. Even where links are provided from the Company Website to other websites or from other websites to the Company Website, the Company makes no warranty whatsoever with respect to websites other than the Company Website or the information obtained therefrom.

9. Where the Company is unable to perform its obligations under the Usage Agreement due to circumstances beyond its reasonable control (including but not limited to fire, power outage, hacking, intrusion of computer viruses, earthquake, flood, war, epidemic, trade embargo, strike, riot, inability to secure supplies and transportation facilities, intervention, direction or request by governmental authorities or local governments, or the enactment or amendment of domestic or foreign laws and regulations), the Company shall not bear liability for non-performance to the Registered User during the period in which such circumstances continue.

10. Except in cases of the Company’s willful misconduct or gross negligence, the Company’s liability for damages relating to the Service shall be limited to direct and ordinary damages and shall not include lost profits, indirect damages or the like.

11. The aggregate amount of the Company’s liability for damages relating to the Service shall, for whatever reason and as a cumulative total across all claims from the relevant Registered User, be capped at the total amount of usage fees paid by that Registered User to the Company during the immediately preceding six (6) months. However, this shall not apply in cases of the Company’s willful misconduct or gross negligence.

1. Where a Registered User causes damage to the Company by violating these Terms or in connection with use of the Service, the Registered User must compensate the Company for such damage.

2. Where a Registered User receives a claim from, or a dispute arises with, other Registered Users, External Operators or other third parties in connection with the Service, the Registered User shall immediately notify the Company of the details, handle such claim or dispute at its own cost and responsibility, and report the progress and results thereof to the Company upon the Company’s request.

3. Where the Company receives any claim from other Registered Users, External Operators or other third parties on the grounds of infringement of rights or for any other reason in connection with a Registered User’s use of the Service, the Registered User must compensate the Company for the amount the Company is compelled to pay to such third party based on such claim.

1. In these Terms, “Confidential Information” means all information concerning the technology, sales, business, finances, organization and other matters of the other party that a party to this agreement has been provided with or disclosed by the other party in writing, orally, via recording media or otherwise, or has come to know, in connection with the Usage Agreement or the Service. However, the following shall be excluded from Confidential Information: (1) information that was already publicly known, or already known to the receiving party, at the time it was provided, disclosed or otherwise obtained from the other party; (2) information that, after being provided, disclosed or obtained from the other party, became publicly known through publications or otherwise through no fault of the receiving party; (3) information lawfully obtained from a third party having the authority to provide or disclose it without being subject to a confidentiality obligation; (4) information independently developed without reference to Confidential Information; and (5) information confirmed in writing by the other party as not requiring confidential treatment.

2. Each party to this agreement shall use Confidential Information solely for the purpose of using the Service and shall not provide, disclose or leak the other party’s Confidential Information to any third party without the other party’s written consent.

3. Notwithstanding the provisions of Paragraph 2, a party to this agreement may disclose Confidential Information based on an order, demand or request of a law, court or governmental agency. However, where such an order, demand or request is made, the party must promptly notify the other party to that effect.

4. Whenever requested by the other party, a party to this agreement must, without delay and in accordance with the other party’s instructions, return or dispose of the Confidential Information and any documents or other recording media containing or incorporating the Confidential Information, together with all copies thereof.

5. Where these Terms or the Usage Agreement contain provisions that differ from the preceding paragraphs, such differing provisions shall prevail.

The Company’s handling of Registered Users’ personal information (meaning “personal information” as defined in Article 2, Paragraph 1 of the Act on the Protection of Personal Information) shall be governed by the Company’s separately established Privacy Policy, and Registered Users agree that the Company will handle their personal information in accordance with such Privacy Policy. In addition, in order to understand the usage status of the Service and the Company Website (including screens after a Registered User has logged in) and to improve quality, the Company may, using cookies and other technologies, acquire information such as pages viewed and IP addresses and transmit such information to external analytics providers. Details of the handling of such information shall be as set forth in the Company’s Privacy Policy and in the statement regarding external transmission separately published by the Company.

The term of the Usage Agreement shall be the period separately agreed between the Registered User and the Company. However, where the Registered User’s registration is cancelled or provision of the Service is terminated, the Usage Agreement shall terminate prospectively at that time.

1. The Company may freely change the content of the Service.

2. The Company may change these Terms (including the rules, provisions and other terms concerning the Service posted on the Company Website; the same shall apply in this paragraph). Where the Company changes these Terms, it shall give notice of the content of the change and the time at which the change takes effect, by the method prescribed by the Company, by the time the change takes effect. Where such change requires the consent of Registered Users under laws and regulations, the Company shall obtain the consent of Registered Users by the method prescribed by the Company.

Inquiries concerning the Service and other communications or notices from a Registered User to the Company, as well as notices concerning changes to these Terms and other communications or notices from the Company to Registered Users, shall be made by the method prescribed by the Company.

1. A Registered User may not assign, transfer, create security interests over, or otherwise dispose of its status under the Usage Agreement or its rights or obligations under these Terms to any third party without the prior written consent of the Company.

2. Where the Company transfers the business relating to the Service to a third party (regardless of the form, including business transfer or company split), the Company may, in connection with such transfer, assign its status under the Usage Agreement, its rights and obligations under these Terms, and Registered Users’ Registration Information, User Data and other customer information to the transferee, and Registered Users hereby consent in advance to such assignment under this paragraph.

These Terms constitute the entire agreement between the Company and Registered Users with respect to the matters contained herein and supersede any prior agreements, representations and understandings between the Company and Registered Users with respect to such matters, whether written, oral or otherwise.

Even where any provision of these Terms or part thereof is determined to be invalid or unenforceable under the Consumer Contract Act or other laws and regulations, the remaining provisions of these Terms and the remaining part of any provision determined to be partly invalid or unenforceable shall continue to be in full force and effect, and the Company and Registered Users shall endeavor to modify such invalid or unenforceable provision or part to the extent necessary to make it lawful and enforceable and to ensure the intent of such invalid or unenforceable provision or part and legally and economically equivalent effect.

The provisions of Article 4, Paragraph 2; Article 6 (only where there are unpaid amounts); Article 8, Paragraph 2; Article 11, Paragraph 3; Article 12; Article 13, Paragraph 6; Article 14; Article 15, Paragraphs 2 and 4; Articles 16 through 19; and Articles 23 through 26 shall remain in full force and effect after termination of the Usage Agreement. However, Article 18 shall survive only for three (3) years after termination of the Usage Agreement.

These Terms shall be governed by the laws of Japan, and the Tokyo District Court or the Tokyo Summary Court shall have exclusive jurisdiction as the court of first instance over any and all disputes arising out of or relating to these Terms.

With respect to matters not provided for in these Terms or where doubt arises as to the interpretation of these Terms, the Company and Registered Users shall consult with each other in accordance with the principle of good faith and endeavor to resolve the matter promptly.