Allspark of use
These terms and conditions (hereinafter referred to as the “Terms”) define the conditions for the service (defined later) provided by X-Locations, Inc. (hereinafter referred to as the “Company”). This applies to all customers who use the Company Services (hereinafter referred to as the “User”). Please be sure to read it before use. The Company and the User are parties independent of each other, and do not constitute joint ventures or other relationships with each other.
Article 1 (Agreement to the Terms)
When the User carries out the consent procedure to the Terms in accordance with the method prescribed by the Company, the Subscriber Agreement between the User and the Company in accordance with the terms and conditions of the Terms (hereinafter referred to as the “Subscriber Agreement” ) will be established, and users will be able to use this service.
Article 2 (Revision and Change of the Terms)
- If a User does not agree with the revised Terms, the User shall immediately terminate the use of the Company Services in accordance with the method separately defined by the Company.
- If the User continues to use the Company Services after a change to the Terms, the User is deemed to have agreed to the changed Terms. The Company will not notify each user individually about changes or additions to the Terms. The User should at any time check the latest contents of the Terms and then use the Company Services.
- If the Company publishes individual provisions or additional provisions, etc. (hereinafter referred to as the “Individual Provisions”) relating to the service on the Company Services or on the Company Website, they constitute a part of the Terms. In the case where the Individual Provisions and the like conflict with the Terms, such Individual Provisions shall prevail. In addition, the User shall confirm the Individual Provisions every time he/she uses the Company Services, and if he/she continues to use the Company Services after adding or changing the Individual Provisions, it is considered that he/she agrees to the Individual Provisions.
Article 3 (Definition)
In the Terms, the meanings of the terms listed in the following items shall be as defined in those items.
- “Associated company” to a certain business entity means, another business entity other than the associated company that falls under one of the following situations: where the associated company controls another business entity either directly or indirectly; where the associated company is controlled by another business entity; or where both the associated company and another business entity are under the same control.
- “Allspark” is a proprietary data management and analysis platform based on Mobile First Audience Cloud provided by the Company with the following capabilities: users can curate the audience in or around any location; targeting the target audiences in real time; visits for conversion trackin; and exposure tracking required to collect attributes, and these capabilities enable users to utilize company data (including, but not limited to location, behavior data, demographic data, interests, and third party data) and thus provides curated standard off-the-shelf audience insights and heat map in real time.
- ”API” means the Company’s application program interface provided by Near in the form and manner agreed to in the original agreement.
- ”Audience card” means selecting different segments of the Company data (defined later) to form an audience card in Allspark.
- The “Company’s aggregated data” means, regardless of collected or derived, items that are (1) anonymized and aggregated, and (2) not containing personally identifiable information about the consumers which include data, contents, information, analysis, reporting, information, research, or other documents, and these items are created or obtained by or for the Company through communication with all consumers in the process of providing marketing solutions.
- The “Company data” refers to collective data collected and analyzed by Allspark, and mainly means the following, (1) grasping the User's position on a collective basis without using GPS or an operator, and (2) data that is intended to assist the construction of audiences or segments data in analyzing data in collective locations, as well as user behavior and context.
- “Control” in relation to a certain business entity means the condition that 50 % of the voting right of the relevant body is held directly or indirectly, or the condition that one has an effective control over said entity’s action regardless of the shareholding ratio.
- ”User” includes assignees, officials, agents, successors and legal representatives.
- ”Customer content” means the information, data and details provided by the User to the Company in accordance with the Terms for the purpose of use in Allspark or creation of custom data. Customer content falls under the Confidential Information of the User (regardless of labeled or identified as such). The Company understands that it will not use Customer content and Custom data except for the purpose of fulfilling its obligations in accordance with the terms of this transaction, or for the purpose of improving its services in general.
- ”Custom data” means an aggregate data set that is created and customized from the existing Company data for the User based on the User's specifications”
- ”Marketing material” means the active URL of a creation, artwork, copy or advertisement provided or approved by the User to us in connection with the provision of the Marketing solution (defined later).
- ”Marketing solution” means data-driven marketing by delivering and displaying Marketing material through a targeting platform.
- “Personally identifiable information” means: (1) personally identifiable information about data object; (2) social security number and name linked to it; (3) mother's maiden name and name linked to it; (4) driver's license or other ID card issued by the government and the name linked to it; (5) telephone number not registered in the list or identified as non-public; (6) credit card, debit card or financial institution account number and name linked to it and required PIN code or access code; (7) personally identifiable medical information; (8) personally identifiable salary/finance information (including employee ID number); or (9) personal information (terms based on applicable laws and regulations on data protection such as the Act on the Protection of Personal Information).
- ”Policy” means a clearly formulated advertising standard or specification, and this includes the following: content restrictions, technical specifications, privacy policies, user experience policies, tags, cookies, and other technologies designed to track Users' online activities or activities, now known or later developed Policy on the use of technology, policy on conformity with the Company’s public image, criteria on indecency or obscenity (considering the part of the application in which the ad is displayed), other editorial or ad policy (including policies on specification for URL tag, etc.).
- ”Publisher platform” means a digital application where the Company has the right to deliver advertisements.
- The ”Company Services" means the provision of access rights to Allspark’s data or the Company’s data through APIs or other methods agreed between the two parties for the following purposes: (1) creation of audience cards, execution of queries, and (2) providing marketing solution services through targeting platforms.
- “Targeting platform” means a platform that interfaces with the publisher platform so that the Company can operate marketing material on the publisher platform.
- “Third party ad server” means a third party designated by the User who provides third party ad distribution and/or tracking services.
- “Intellectual property right” means copyright, patent right, utility model right, trademark right, design right and other intellectual property rights (including the right to obtain those rights or to apply for registration etc. for those rights).
Article 4 (Use of the Company Services)
- The User may use the Company Services in accordance with the method set forth by the Company within the scope of the purpose set forth in the Terms.
- The Company provides the services for the following purposes.
- To access our data in order to create audience cards.
- To use the Company Services in order to provide marketing solutions, and to access and use the analysis package software provided on the targeting platform in order to measure the campaign performance as well as perform benchmarking against competitors.
- To use the Company’s database in order to partner with a third party ad server for the purpose of obtaining the services of the third party, subject to the restrictions and confidentiality requirements set forth in these Terms.
- Other purposes agreed between the User and the Company.
- The User shall use the Company Services only in the condition provided by the Company, and shall not copy, modify, change, revise or adapt the Company Services.
- Preparation and maintenance of information terminals, software, communication lines and other communication environment required to receive the service will be at the User's expense and responsibility.
Article 5 (Account Management)
- The Company, under the condition that the User to comply with the Terms, and on condition that the User pays the usage fee to the Company, grants the User the fixed-time, non-exclusive, revocable, and non-transferable access rights (hereinafter referred to as the “Accounts”) to the Allspark and/or API and targeting platform that are needed to provide the Company Services. All rights not specifically granted in these Terms are reserved to the Company or its licensor. We may create a white label version of Allspark for User’s specific use with User’s branding and accessories, subject to mutual agreement.
- The User shall be responsible for managing and storing the account, and shall not let a third party to use it, or lend, transfer, name change, buy or sell, etc. If the Company confirms the agreement of the said account, the Company will consider that the registered planner has used the Company Service.
- The User shall bear the responsibility of the damage due to the insufficient management of the account or the use of the third party etc., and the Company does not take any responsibility.
- If a User finds that his/her account has been stolen or used by a third party, the User shall immediately notify the Company and follow the instructions from it.
Article 6 (Usage Fee)
- The User shall pay the subscription fee (hereinafter referred to simply as the “Fee”) specified by the Company separately in accordance with the method separately specified by the Company when using the Company Services.
- The User shall be obligated to pay a late fee of 14.6 % per year if he/she is late to pay the Fee specified in the preceding paragraph.
Article 7 (Handling of Information Obtained by the Company)
- Information provided by the Company may include information provided by third parties. In this case, the User shall comply with the conditions of use regarding the data set by the third party.
Article 8 (Prohibited Act)
In using the Company Services, the User must not act by himself or must not let a third party to act items fall under any of the following items, and the User must not evoke these items directly or indirectly, or facilitate the actions of the items below:
- acts to induce malfunction of the service;
- acts that use a bug that is not normally intended by the Company Services, or use of external tools that cause the services unintended effects, and the production or distribution of such tools;
- acts that place an excessive burden on the Company Services or the Company’s server, etc.;
- the act of lending, transferring, buying and selling, etc., data etc. on the Company Services to a third party, regardless of inside or outside of the Company Services for free or any fee, and the act of reprinting, transmitting public etc.;
- any preparatory acts including solicitation of an offer, application, and consent of application for the actions specified in the previous items;
- acts that will violate laws and regulations, court judgements, decisions or decrees, or legally binding administrative measures, and acts that will or may encourage these acts;
- fraud or intimidation against the Company or other Users or other third parties;
- acts that may violate public order and morals or harm good manners;
- acts that will or may infringe intellectual property rights, portrait rights, privacy, honor, other rights or interests of the Company, other Users, or other third parties;
- acts aimed at obtaining some benefit that the Company Services normally does not intend;
- acts of disassembling, decompiling, reverse engineering, and other acts of analyzing the source code of the Company Services;
- acts of unauthorized access to the system connected to the Company Services or unauthorized rewriting or deletion of information stored in the Company’s facilities;
- acts of licensing, sublicensing, sell, resell, relocation, copy, transfer, lend or modify the Company Services;
- acts of deliberately disclosing or entering false data, etc;
- acts of creating an Internet “link” to Allspark or API, the act of “framing” or “mirroring” Allspark to another server, wireless or Internet-based device;
- acts of repeating incorrect position information registration;
- acts for the purpose of collecting information of other Users (except when necessary for the use of the Company Services or otherwise deemed necessary by the Company);
- acts of impersonating the Company or other Users or other third parties;
- acts of advertisement, publicity, solicitation, or sales activities on the Service not permitted by the Company in advance;
- acts of providing benefits to antisocial forces, etc. and acts that may lead to this;
- acts contrary to the purpose and objectives and the Terms and the Company Services;
- acts of using the Company Services to construct a product that is in competition with the Company Services, or to improve or correct a product that is in competition; and
- other acts that the Company deems inappropriate.
Article 9 (Measures in Case of Violation of the Terms)
- If the Company determines that the User falls under or is likely to fall under any of the following items, the Company may, at its discretion, without giving any notice take measures such as deletion of all or part of the information entered by the User, restriction on the use of the Company Services, deletion of the account, request of materials to the User, on-site audit of the User’s location or cancellation of this contract (herein after referred to as the “Measures”). In addition, when the employee or the agent of the User violates the Terms, the Company shall regard it as a violation of the Terms by the User.
- In case of breach of any of the Terms:
- if it turns out that there is a false fact in all or part of the information provided to the Company;
- if there is a petition for suspension of payment or insolvency, or initiation of bankruptcy proceedings, civil rehabilitation (minji-saisei) proceedings, corporate reorganization (kaisha-kōsei) proceedings, special liquidation commencement, or similar proceedings;
- in the case of death or receiving the ruling for commencement of guardianship, or commencement of curatorship;
- in the case of any of a minor, an adult ward, a person under curatorship or a person subject to a limited guardianship who did not obtain the consent of a legal representative, guardian, or curator;
- when there is no response to inquiries from the Company or requests for other responses over 20 days or a period separately designated by the Company;
- when using this service, if the User has received the Measures in the past or currently receiving it;
- if the Company judges that the User is the anti-social force, etc., or the User has some kind of interaction or involvement with the anti-social force, etc. in the form of supplying funds or other form of support and thus cooperating or being involved in the maintenance or operation or management of the anti-social force, etc.;
- when the Company deems it necessary for the operation and maintenance of this service; and
- when the Company determines that there are other reasons similar to the preceding items.
- The User is not exempt from any obligation and liability (including, but not limited to, liability for damages) to the Company and third parties on the Subscriber Agreement even after the Measures.
- Even after the Measures, the Company shall be able to hold and use the information acquired by the Company regarding the User, and the User shall accept it.
- If the Company determines that the User falls under or is likely to fall under any of the items in paragraph 1 or if the Company deems it necessary, the Company may require the User to stop the violation, and to voluntarily delete or correct, etc. the information that the User has transmitted or entered, and the User shall respond to the request within the period defined by the Company.
- The Company will not be liable for any disadvantage or damage caused to the User by the Measures the Company has taken under this section.
Article 10 (Damages)
- In the case where direct or indirect damage is caused to the Company due to the User's violation of the Terms and the use of the Company Services by the User, etc. (including the case where the Company received a claims for damages or other claims due to the aforementioned violating acts), the User is obligated to compensate the Company for all damages (including attorneys’ and specialists’ expenses and personnel expenses required for the Company's response).
- The Company will not be liable for any damages incurred by Users in connection with the use of the Company Services. However, if the Subscriber Agreement falls under a consumer contract act under the Consumer Contracts Act and the Company assumes liability for damages based on default or tort, the Company will be liable for damages that actually occurred directly to the User in the normal manner, and the Company shall not be liable for damages arising from special circumstances (including cases where it was foreseen or possible to foresee the occurrence of damages).
Article 11 (Confidentiality)
- The User shall, without the prior written consent of the Company, treat all non-public information related to the Company Services confidentially, and shall not disclose or disclose it to a third party.
- Whenever requested by the Company, the User shall, under the direction of the Company, return or discard the information described in the preceding paragraph and the documents and other recording media in which such information is described or recorded, and all copies thereof, etc. without delay.
Article 12 (End of Use of the Company Services)
- The User may terminate the use of the Company Services at any time according to the method prescribed by the Company. The User who has finished using the Company Services will not be able to use the Company Services from the time of the termination. In addition, the Company is not able to refund the Fee and other charges received.
- In the case where the User ends the use of the Company Services by mistake or for any other reason, and loses the right to use the Company Service, the User agrees in advance that the User may not be able to use the information stored in the service such as the data acquired by the Company Services or in any other means.
- The User is not exempt from any obligation and liability (including, but not limited to, liability for damages) to the Company and third parties on the Subscription Agreement even after the termination of the Company Service.
- The Company shall be able to retain and use the information acquired by the Company in the process of User’s use of the Company Service even after the User has finished using the Company Services.
- When the User terminates the use of the Company Services, the Company may, at its discretion, delete the information etc. of the User without giving notice in advance, and the User shall agree that all information, etc. in the Company Services may be eliminated.
- If a User dies, the user information of the User and other information stored in the Company Services and the rights to use the Company Services are not subject to inheritance.
Article 13 (Change, Interruption, Termination of the Service)
- The Company may change or add all or part of the content of the Company Services without notifying the User in advance.
- The Company may terminate the provision of the Company Services at its discretion by notifying the User in advance by posting it on the Company Service or on the Company Website or in a manner that the Company deems appropriate. However, in the case of an emergency, the notification to the User may not be given.
- The Company shall be able to temporarily suspend part or all of the Company Services without giving prior notice to the Users when the following events occur:
- when performing maintenance or repairs related to hardware, software, communication equipment, etc. for the Company Services regularly or urgently;
- when the load is concentrated on the Company Systems due to excessive access or other unexpected factors;
- when there is a need to secure User’s security;
- when the service of the telecommunications carrier is not provided;
- when it is difficult to provide the Company Services due to force majeure such as natural disasters;
- in the case where it is difficult to provide the Company Services due to fire, blackout, other accident or war, conflict, disturbance, riot, labor dispute, etc.;
- when the operation of the Company Services becomes impossible due to a law or a measure based on them; and
- if the Company deems that it is necessary in accordance with the other items above.
- The Company will not be liable for any damages caused to the Users by the measures we have taken under this section.
Article 14 (Attribution of Rights)
- The rights to dispose any intellectual property rights and other data as shown in the following: the Company’s data and custom data provided by the Company in the Company Services; contributions made by improvement, changes, revisions, corrections, and design using these data; secondary works (including know-how, techniques, or methods that are acquired, made or used by the Company); and information etc. such as data, are exclusively attributed to the Company, or a person who has granted the license to the Company, and any license under the Terms does not mean the transfer of the disposal rights of any intellectual property rights and other data that belong to the Company or the person who has granted the license.
- All intellectual property rights, know-how and other rights relating to the Company Services are exclusively owned by the Company or a person who has granted the license to the Company, and any license based on the Agreement does not mean the transfer of aforementioned rights of the Company or the person who has granted the license.
- Rights of all proposals, solutions, improvement, modification and other contributions (hereinafter referred to as the “Feedback”) that a user makes using the Company’s data, custom data, or the Company Services, shall be exclusively owned by the Company, and the user hereby agrees to transfer all rights contained in such Feedback to the Company.
Article 15 (Guarantee by User)>The User guarantees the Company the following items:
- owns complete rights, capability and authority to provide customer content and marketing material to the Company;
- customer content and marketing materials are complete, accurate and in an agreed form;
- marketing materials are not false or fraudulent, not misleading, obscene, defamatory, illegal (including but not limited to those that violate applicable advertising laws and other state and local laws, rules and regulations, and are not harmful, threatening, unfair, obscene, hate, slandering, and do not violate the privacy of others, are not unethical, or not ethnically or politically inappropriate;
- customer content and marketing materials do not infringe or inappropriately use the intellectual property rights of the third party, and do not violate the obligation to the third party, or violate the right of the third party (including the right of publicity or the right of privacy);
- ensures that marketing material complies with the Company’s current policy; and,
- fulfillment of the User’s obligations under the Terms will not cause the Company to infringe the rights of third parties.
Article 16 (Warranty and Liability Disclaimer)
- The Company Services and any data or other information provided through the Company Services are given on an “as is” basis, and the Company does not provide any guarantee as to the compatibility to the User's particular purpose, commercial value, accuracy, usefulness, completeness or legality. In addition, the Company will not be liable for direct or indirect damages, poor physical condition, worsening of symptoms, accidents, injuries or other matters caused by the Users using the Company Services and data provided through the Company Services and all other information.
- The Company does not provide any guarantees that the Company Service and any data provided through the Company Service are free from defects, security flaws, errors, bugs or defects, and that the rights of third parties are not violated.
- The Company does not guarantee that the Company Services is compatible with all information terminals, and the Users shall agree in advance that there is a possibility that the operation of the Company services may be impaired due to the version upgrade of the OS of the information terminals used for the Company Services. The Company does not guarantee that the problem may be resolved, for example, by modifying the program that the Company makes when such a problem occurs.
- The Company shall not be liable for viruses, worms, software bombs, bugs in the process that Users receive the Company Services, or similar elements that affect User’s computer, computer system, software, infrastructure, or data.
- If a dispute arises between the User and a third party in connection with the Company Services, the User shall immediately notify the Company to that effect, and shall solve it in his/her own responsibility and expense, and the Company will not be involved in the dispute and assumes no responsibility.
Article 17 (Communication Method)
- When it is determined that the Company needs to contact the User regarding the Company Services, the Company will post it at an appropriate place on the Company Services or on the Company Website, sending e-mail, or other methods that the Company considers appropriate.
- If the Company notifies the Users by means of e-mail, this notification shall be considered as having arrived when the e-mail should normally reach, with the transmission of said e-mail to the e-mail address registered by the User.
- Inquiries regarding the Company Services and other communications or notifications from the Users to the Company shall be made by sending it to the inquiry form established at an appropriate place on the Company Website or by a method specified by the Company.
Article 18 (Period)
- The validity of the Subscriber Agreement shall be determined separately between the Company and the User.
- Notwithstanding the provisions of the preceding paragraph, the User may terminate the Subscriber Agreement by giving a notice period of 90 days in advance and giving a written notice to the Company.
Article 19 (Prohibition of Transfer of Rights and Obligations)
- Except for the case where the User has prior written consent of the Company, the User cannot perform the following dispositions on the rights or obligations of the User, or User’s position under the Subscriber Agreement: transfer, or inherit, or establish collateral to any third party; or perform any other dispositions.
- If the Company transfers the business related to the Company Services to a third party, or if the Company comprehensively inherits the business related to the Company Services through a merger or company split or the like in which the Company becomes a resolving company or a spin-off company, the Company, in connection with the transfer, etc., may transfer the status, rights and obligations under the Subscriber Agreement, as well as the User information and other information to the assignee or successor in the business transfer, etc., and the User shall agree with this in advance.
Article 20 (Severability)
- Even if it is determined that any provision or part of the Terms is invalid or unenforceable under the Consumer Contracts Act or other laws, the part excluding such clause or part that is determined to be invalid or unenforceable (hereinafter referred to as the “Invalid Part”) shall remain in full effect. The Company and the User shall strive to make the Invalid Part legal and amend it to the extent necessary in order to bring enforcement power, and to ensure the purpose of the Invalid Part and to maintain legal and economical equivalency.
- Even if it is determined that one of the terms of this Agreement or a part of it is invalid or inoperable in relation to a certain User, it shall not affect the effectiveness in relation to other Users, etc.
Article 21 (Governing Law and Consensus Jurisdiction)
The Terms shall be governed by the laws of Japan, and any dispute arising out of or related to the Terms shall be governed by the Tokyo District Court or Tokyo Summary Court as the exclusive court of the first trial, depending on the amount of the complaint.
Article 22 (Solution by Consultation)
If there is any doubt about matters not stipulated in the Terms or the interpretation of the Terms, the Company and the User shall promptly resolve each other after consultations in accordance with the principle of good faith and honesty.
Established: January 1, 2018