Location AI Platform of use
This Agreement (hereinafter referred to as the "Agreement") is made and entered by and between X-Locations inc. (hereinafter referred to as the "Company") and the contractor described in this application (hereinafter referred to as the "Contractor") in relation to the use of data provision service "Location AI Platform" provided by the Company, as follows.
Article 1 Purpose
- The purpose of the Terms is to set forth the rights and obligations between the Company and the Contractor of the Service provided by the Company on consignment of the Contractor.
- The Company and the Contractor shall observe laws and regulations mutually, and perform obligations in the Terms in good faith.
Article 2 Effective Time of Agreement
- The Contractor shall use the Service pursuant to the Terms, and shall not use the Service, unless the Contractor agrees the Terms (including “Telephone Book Data Licensing Terms” attached to the Terms, hereinafter the same). Moreover, in the event that there is an agreement separately agreed regarding the Service between the Company and the contractor, and documents distributed, delivered, or published etc. (hereinafter collectively referred to the “Individual Terms etc.”), the contents provided in the said Individual Terms consist of the Terms.
- Unless otherwise provided in the Individual Terms etc., when the Contractor agrees the Terms, apply for the use of the Service in the application, and the Company inspects the application and accept it, this Agreement becomes effective.
Article 3 Modification of Terms
- The Company shall, at any time, be entitled to modify and change the contents of the Terms in its discretion. Unless the Company otherwise sets out, modified and changed Terms shall have effect from the day when it was published on the Website that the Company operates.
- In the event that the Contractor disagrees to the modified and changed Terms, the Contractor shall immediately suspend the use of the Service. In the event that the Contractor continues to use the Service, the Contractor is deemed to agree the modified and changed Terms.
Article 4 Provision of Service
The Company provides the Contractor with the following functions:
- the analysis of the marketing measure and planning service;
the analysis based on data owned by the Company and proposal service of the marketing measure;
- function of enforcement and effect verification of the marketing measure;
service of confirmation on the Service of the effect verification if the marketing measure proposed by the Company on the Service is executed by way of the Service or different means;
- function of proposal of an improvement measure;
function of proposal of an improvement measure for further improvement based on the result of the marketing measure that the Contractor executes on the Service;
- function of combining with customer holding data;
function of provision of the foregoing function in combining with customer data that the Company separately sets; and
- other function attached to each previous item.
Article 5 Fees and Use Conditions of Service
- The Contractor, when using the Service, shall pay to the company the fees as prescribed in the application pursuant to the due date and manner of payment as separately designated by the Company. In addition, the cost required in the payment will be borne by the Contractor.
- The Contractor, when using the Service, shall cause employees of the Contractor and other persons whom the Company approves to use the Service (hereinafter referred to as “Employees etc.”) observe the same obligations as the Contractor bears under the Terms, and in the event that Employees etc. breach the Contractor's obligations in the Terms, the Company deems the breach to be a breach by the Contractor.
- The Contractor, when using the service, may, in the judgement of the Company, directly or indirectly use the service provided by a third party besides the Company. In this case, the Contractor shall observe the use conditions of the service, and if the service involves the costs, the Contractor shall bear the costs.
- In the event that the Contractor distributes advertisement through the Service, the Contractor shall warrant to the Company that the said advertisement does not infringe any third party's rights.
Article 6 Management of User ID and Password
- The Contractor shall manage and keep its password and user ID issued by the Company strictly, and may not cause a third party to use, or lend, transfer, change the name of, sell or otherwise dispose of, the same.
In the event that the Company confirms consistency of combination of user ID and password of the Contractor, the Company deems that the Contractor who is registered to keep the said user ID uses the Service.
- The Contractor shall be, and the Company shall in no event be, liable for damages arising out of inappropriate management or use by a third party of the Contractor's password or user ID etc.
- In the event it is proved that a user ID or password of the Contractor is used without authorization or is used by a third party, the Contractor shall immediately notify to the Company the fact and follow the Company's instructions.
- The Company shall be entitled to suspend or delete an account that has passed for more than one (1) year since last access without the prior notice to the Contractor.
Article 7 Registration of Contractor Information
- If the Contractor, when using the Service, wishes to register its information and other information demanded from the Company (hereinafter referred to as the “Contractor Information”), the Contractor must provide true and accurate information. In addition, if the Contractor Information is mistaken or changed, the Contractor shall promptly modify or change the registered Contract Information in its responsibility.
- The Company will provide a service concerning the Service based on the Contractor Information registered by the Contractor. Even if the Contractor is suffered damages due to the false, misuse or omission of contents of the Contractor Information, the Company shall in no event liable for damages.
Article 8 Treatment of Contractor Information
Article 9 Use of the Service
- The Contractor may use the Service within the limits of purpose provided in the Terms in accordance with the procedure set out by the Company, and shall not use the Service in order to sale, distribute or develop.
- The Contractor shall the Service on an “as is” basis, and shall not reproduce, modify, change, alter or adapt it.
- Preparation and maintenance of information terminal, software, communication line or other communication environment required in order to receive the Service shall be done at the Contractor's cost and responsibility.
- Only the Contractor who satisfies the requirements that the Company considers necessary may use all or any part of the Service, and the Contractor shall consent it in advance.
Article 10 Prohibited Actions
When using the Service, the Contractor may not conduct or make a third party conduct any act that falls under any of the following, or directly or indirectly cause or facilitate the following:
- acts that violate any laws or regulations, judgement, decision or decree, or binding administrative action in laws and regulations, or facilitate the foregoing;
- acts that defraud or threaten the Company, other Contractors or other third parties;
- acts against public order and good morals;
- acts that infringe any IP Rights, portrait rights, privacy rights, reputation or other rights and interests of the Company, other Contractors or other third parties;
- acts that induce malfunction of the Service;
- acts that use, development or distribution of external tool which produce a motion using an unintended bug or affect an unintended effort normally through the Service;
- acts that place an excessive burden on the Service or the server of the Company;
- acts to impersonate the Company, other Contractors or other third parties;
- acts to use a user ID or password of other Contractors;
- acts that make a third party use a user ID or password of the Service, or lend, transfer or sale the forgoing etc., whether inside or outside the Service;
- any and all preparatory conducts including invitation of offer, offer, acceptance of conducts described in the preceding paragraph;
- acts to disassemble, decompile, reverse-engineer the Service or system of the Service, or otherwise analyze source code of the Service;
- acts to access the Service or system of the Service improperly without authority, or to alter improperly or delete information stored in the equipment of the Company;
- acts to reproduce, transfer, lend or alter the Service or system of the Service;
- acts in order to collect information of the Company or other Contractors;
- acts of exploitation, advertisement or soliciting through the Service in the procedure other than the designated procedure of the Service;
- acts to deliver an advertisement that contains the contents of confirming violence, gambling, drugs, prostitution or other illegal acts, or the contents of actions against public order and good morals such as obscenity through the Service;
- acts to provide Antisocial Forces with profit;
- acts that violates the Terms;
- acts to run against the effect and purpose of the Service; or
- other acts that the Company deems to be inappropriate.
Article 11 Actions in case of Default of the Terms etc.
- In the event that the Company determines that the Contractor falls or may fall under any of the following events, the company shall, in its discretion, without any notice, be entitled to take actions such as deletion of information acquired through the Service, in whole or part, suspension or limit of use of the Service, deletion of account, or termination of Service Agreement etc. (hereinafter referred to as “Suspension of Use etc.”) against the said Contractor. Moreover, the Contractor considers defaults by employees of the Contractor etc. as defaults by the Contractor, and in case of defaults of partial employees of the Contractor, the Company shall be entitled to take actions such as Suspension of Use etc. against the Contractor and other employees of the Contractor etc., in whole or part as such:
- the Contract breaches any of the terms of the Terms;
- the whole or any part of information provided by the Contractor to the Company is found to be false;
- the Contractor is natural person, and is dead, or is judged to commence guardianship, curatorship or assistance;
- the Contractor is natural person, and is a minor, or person under guardianship, curatorship or assistance, and applicable approval or consent has not been obtained from such person's legal representative, guardian, curator or assistant;
- a bill or a check is dishonored;
- a petition for attachment, provisional attachment, provisional disposition or other compulsory execution, or attachment for delinquent tax is filled against the Contractor;
- a petition for bankruptcy, civil rehabilitation (“minji-saisei”), corporate reorganization (“kaisha-kōsei”) or special liquidation was filled against the Contractor;
- unauthorized use of the method of settlement designated by the Company etc. is found, or settlement is suspended or treated invalid by a settlement company designated by the Company;
- the Contractor has not responded to inquiries or other communications requiring a response for more than thirty days;
- the Contractor has been taken, or is under actions of Suspension of Use etc.in using the Service;
- the Contractor is determined by the Company to constitute an anti-social force etc. or have any interaction or involvement with an anti-social force etc. in any manner such as assisting or being involved in the maintenance, operation or management of an anti-social force etc. by of way finance or other means etc.;
- the Company determines it necessary in operating and managing the Service; and
- in addition to the foregoing, the Company determines that there is an event equivalent to each preceding paragraph.
- The Contractor shall not be exempted from any and all duties and obligations (including but not limited to damage liability) in the Service agreement for the Company and a third party after Suspension of Use etc.
- The Company shall not be liable for any damage incurred in the Contractor by acts that the Company has performed under this Article 11, and shall be entitled to keep and use information regarding the Contractor acquired by the Company even after deleting account of the Contractor.
Article 12 Report of Illegal Acts etc.
- In the event that the Contractor determines that other Contractor infringes rights of the Contractor or a third party, or otherwise may breach the Terms, the Contractor shall be entitled to report to the Company in accordance with procedures stipulated by the Company.
- In the event that the Company is reported pursuant to the preceding item, the Company shall, in its discretion, be entitled to ascertain whether the content of the said report is true or not, and to take actions such as suspension of use against the Contractor reported without any notice.
- The Company shall not bear obligation to respond to the report from the Contractor by the preceding two items.
Article 13 Damages
- The Company shall not be liable for any damage incurred in the Contractor in connection with the use of the Service; provided, however, that in the event the Company bears liability for damages due to default or illegal acts, the Company's liability shall be limited to direct and normal damages actually incurred in the Contractor (excluding loss profits), and to the amount equivalent to usage fee paid by the Contractor to the Company for the latest six months at the time of default or illegal acts, and the Company shall not be liable for any special damage (including that the Company foresees or is able to foresee damages).
Article 14 Confidentiality
- The Contractor shall keep confidential any and all non-public information in relation to the Service disclosed and designated to be secret by the Company to the Contractor, unless the Contractor has obtained the prior written approval from the Company.
- The Contractor shall, at the request of the Company, at any time, without delay, according to the Company's instructions return or destroy information in the preceding item and documents described and recorded the said information and other media, and all copied thereof etc.
Article 15 Withdrawal
- The Contractor may at any time withdraw from the Service by deleting an account or otherwise completing procedure as specified by the Company. Upon withdrawal from the Service, the Contractor who withdraws from the Service becomes unable to use the Service.
- In the event that the Contractor deletes its account by mistake or otherwise for any reason whatsoever and loses its right, the Contract consents in advance that the Contractor becomes unable to use information accumulated in the account or otherwise in the Service.
- Even after withdrawal from the Service, the Contractor shall not be exempted from any and all duties and obligations (including but not limited to damages) for the Company and the third party.
- In the event that the Contractor withdraws from the Service, the Company shall, in its discretion, be entitled to delete the Contractor's account without the prior notice, and the Contractor consents that any and all information in the Service remained at the withdrawal may be vanished.。
- In the event that the Contractor wishes to use the Service again after withdrawal from the Service, the Contractor is required to register an account regarding the Service again etc. In this case, the Contractor consents in advance that the former data will not be carried at the re-registration.
Article 16 Modification, Discontinuance, Termination of the Service etc.
- The Company shall be entitled to modify and change or add to the contents of the Service, in whole or part, without the prior notice to the Contractor.
- The Company shall be entitled to terminate the Service at its discretion by posting on the Website that the Company operates or otherwise noticing to the Contractor in the manner that the Company finds it proper in advance; provided, however, that in case of urgent, the Company may terminate it without the notice.
- The Company shall be entitled to, without any prior notice to the Contractor, temporally discontinue the Service, in part or whole, if any of the following events should occur:
- maintenance or repair regarding hardware, software, communication equipment etc. of systems relating to the Service needs to performed regularly or urgently;
- load is centralized in systems due to excessively concentrated access or otherwise unexpected factor;
- security regarding the service is to be needed to guarantee;
- the Company becomes unable to provide the Service due to Force Majeure such as an Act of God;
- the Company becomes unable to provide the Service due to fire, power blackout and other unexpected accident, or war, conflicts, civil commotion, riot, labor disputes etc;
- the Company's business partner discontinues its service for any reason whatever, thereby the Company determines it proper to discontinue the Service;
- the Company becomes unable to provide the Service due to laws and regulations or measures under laws and regulations; or
- otherwise, the Company finds it necessary correspondingly to the preceding each item.
- The Company shall not be liable for any damage incurred in the Contractor due to measures made by the Company under this Article 16.
Article 17 Ownership of Rights
- Any and All IP Rights related to the Service, systems regarding the Service, and any and all data that the Company provides on the Service belong to the Company or the Company's licensor. Moreover, data that the Company provides on the Service includes in part telephone book data (address data concerning supermarkets and stations etc. that the Company provides on the Service, excluding data that clients or the company provides.) licensed by NSS Corporation. Any and all rights regarding the said data belong to NSS Corporation.
- Any and all IP and other rights regarding data acquired by combining data that the Contractor owns to data that the Company owns belong to the Company, and the Contractor may use the said data in accordance with the terms and conditions stipulated by the Company during the term of this Agreement.
- The Company grants to the Company a non-exclusive license to use the Service, systems regarding the Service, and any and all data that the Company provides on the Service within necessary limits under the terms and conditions stipulated by the Company; provided, however, that such license does not include rights to sublicense to a third party, and does not mean that the Company transfers or grants to the Contractor IP, rights similar to ownership or power of disposition and other rights related to the Service, systems regarding the Service.
- In certain cases, the Service displays trademark, logos and service mark etc. (hereinafter collectively refers to as “Trademark etc.”), it does not mean that the Company transfers or grants license to use Trademark etc.
Article 18 Disclaimer and Waiver of Warranties
- The Company does not make any warranties, (i) that the Service and any and all information provided by the Service fit or are suitable for a particular purpose, have merchantability, accuracy, usefulness, completeness, legality, fit or are suitable for internal rules of organizations etc. that are applicable to the Contract, (ii) that the Service and any and all information provided by the Service have expected profit, effect and effectiveness, (iii) that the Service and any and all information provided by the Service will be free of security flaw, error, bug or interruption or defects, and (iv) that the Service and any and all information provided by the Service do not infringe the rights of the third party.
- In case when the Contract directly or indirectly uses the service provided by a third party through the Service, the Company does not make any warranties about the said service provided by the third party, and shall not be liable for damage incurred by the Contractor through the service provided by the third party; provided, however, that the Company will indemnify the Contractor for damages incurred due to willful intension or gross negligence of the Company according to Article 13 (2).
- The Company shall not be liable for damage, injury, harm, deletion, alteration, and any and all circumstances incurred on files and data that the Contractor uploads to the Service; provided, however, that the Company will indemnify the Contractor for damages incurred due to willful intension or gross negligence of the Company according to Article 13 (2).
- The Company does not make warranties that systems regarding the Service support all information terminal, and the Contactor consent in advance that there arises defects in providing the Service or operating of systems of the Service in accordance with an upgrade of OS of information terminal etc. In case when such defect arises, the Company does not make any warranties that the said defect will be settled by fixing of program that the Company makes.
- Any disputes arising between the Contractor and a third party in connection with the contents of advertisement published, data acquired through the Service and the use of the Service shall be immediately addressed to the Company and resolved at its responsibility and cost, and the Company has no connection with this matter and bears no responsibility.
- In case of the preceding two paragraphs, when the Company pays costs (including without limitation attorney fee and compromise fee incurred in resolving disputes and problems etc.) in resolving disputes and problems etc., the Contractor shall indemnify the Company for all the costs.
Article 19 Notice
- Any communications or notices from the Company to the Contractor, including but not limited to communications and notices concerning any amendment and addition to the Terms, shall be made by publishing on the proper place under the Service or on the Website that the Company operates, transmitting of e-mail, or push notification, and other procedure that the Company determines proper.
- Any communication or notice made by the Company that is addressed to the e-mail address that the Company registers shall be deemed to be received by the Contractor when the mail is ordinarily to be arrived.
- Inquiries with respect to the Service and other communication or notice from the Contractor to the Company shall be made in accordance with the procedures specified by the Company.
- The Company may, with the consent of the Contractor, distribute to the mail address that the Contractor registers mails such as an advertisement and promotion regarding the Service etc.
Article 20 No Transfer of rights and obligations
The Contractor may not assign, transfer, grant security interests on or otherwise dispose of the rights or obligations of the Contractor under the Service Agreement, or the Service Agreement without the prior written consent of the Company.
Article 21 Treatment of the Business Transfer etc.
If the Company transfers the business regarding the Service to a third party or vests the business regarding the Service in general by a merger or corporate split-up etc. as a merged company or a demerged corporation, the Company may, as part of the said business transfer etc., transfer the Service Agreement regarding the Service, rights and obligations under the Service Agreement regarding the Service and the Contractor Information and other information relating to the Contractor to the assignee or successor of the said business transfer, etc., and the Contractor hereby agrees to such transfer in advance.
Article 22 Severability
- If any provision of the Terms or a part thereof is held to be invalid or unenforceable, the remaining provisions or the remaining portion of the provision held invalid or unenforceable in part (hereinafter refers to as the “invalid etc. portion”) shall remain in full force and effect. The Company and the Contractor then shall make an effort to the extent necessary to modify such invalid etc. portion so that it shall become valid and enforceable, and to maintain the same intent and legally and economically effect as such invalid and so on portion.
- If any provision of the Terms or a part thereof, as to a specified contractor, is held to be invalid or unenforceable, the validity etc. as to the other contractor shall be no effect.
Article 23 Governing Law and Jurisdiction
Article 1 Grant of Rights to Use
The Company hereby grants to the Contractor non-exclusive rights of use of the Phonebook Data to the extent used by the Contractor in accordance with the manner set forth by the Company. The Contractor may use the Phonebook Data to such extent as may be necessary to use the Service, and shall not use the Phonebook Data for purposes other than that.
Article 2 Prohibited Actions
The Contractor may not conduct any of the following actions, whether with or without charge:
- acts that transfer to third party rights to use the Phonebook Data;
- acts that reproduce or process all or any part of Phonebook Data in order to cause a third party use whether reproducing to media such as a magnetic tape or reproducing through printing matter;
- acts that transfer or lend to a third party all or any part of the Phonebook Data;
- acts that sell or distribute the Phonebook Data as a phonebook, irrespective of media; or
- illegal acts to infringe personal rights of the object persons held in the Phonebook Data.
Article 3 Disclaimer and Waiver of Warranty
- The written address of the Phonebook Data provided in the Service etc. is based on a phone book made public and is provided as the existing condition, and the Company and NSS Corporation do not make any warranty that the Phonebook Data is free of mistake, has usefulness or completeness and can obtain results that the Contractor seeks by using the Phonebook Data.
- The Company and NSS Corporation shall, in no event, not be liable for direct or indirect damages (including damages resulting from loss of data or other information, interruption of business, etc.) incurred in the Contractor by the use of the Phonebook Data.
- The Company and NSS Corporation shall not be liable for merchantability or fitness for any particular purpose of the Phonebook Data.
- In the event that business type information is added to the Phonebook Data, the said information is due to independent survey and specific, and the Company and NSS Corporation do not any warranty that business type information is added to all the Phonebook Data and is fitted for any particular purpose.
- In no event, irrespective of cause of legal claim, the Company and NSS Corporation shall not be liable for any other damages resulting from the use or inability of use of the Phonebook data (including, but not limited to, loss of business interests, business interruption, loss of business information or other monetary injury), even if the Company or NSS Corporation is known about the possibility of the said damage.
- In the event that there arises any problem that rights of any third party (including object persons held in the Phonebook data) are infringed by the use of the Phonebook Data by the Contractor, the Company and NSS Corporation shall not bear any responsibility for the Contractor and the third party.
Article 4 Termination
Article 5 Damages
Article 6 Severability
Article 7 Jurisdiction
that is the end.